Silver Run Acquisition Corp II Form 8-K Current Report Filed ...

Business Address1000 LOUISIANA STREETSUITE 1450HOUSTON TX 77002713-357-1400

Mailing Address1000 LOUISIANA STREETSUITE 1450HOUSTON TX 77002

SECURITIES AND EXCHANGE COMMISSION

FORM 8-KCurrent report filing

Filing Date: 2017-08-17 | Period of Report: 2017-08-16SEC Accession No. 0001104659-17-052334

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FILERSilver Run Acquisition Corp IICIK:1690769| IRS No.: 814433840 | State of Incorp.:DE | Fiscal Year End: 1231Type: 8-K | Act: 34 | File No.: 001-38040 | Film No.: 171037605SIC: 6770 Blank checks

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UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-KCURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THESECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 17, 2017 (August 16, 2017)

SILVER RUN ACQUISITION CORPORATION II(Exact name of registrant as specified in its charter)

Delaware 001-38040 81-4433840(State or other jurisdiction of

incorporation)(Commission File Number) (I.R.S. Employer Identification

No.)

1000 Louisiana Street, Suite 1450Houston, TX, 77002

(address of principal executive offices)(zip code)

(713) 357-1400(Registrant�s telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under anyof the following provisions:

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growthcompany x



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.01 Entry into a Material Definitive Agreement

Contribution Agreements

On August 16, 2017, Silver Run Acquisition Corporation II, a Delaware corporation (the �Company�), entered into thefollowing agreements:

· a Contribution Agreement (the �AM Contribution Agreement�) with High Mesa Holdings, LP, a Delaware limitedpartnership (the �AM Contributor�), High Mesa Holdings GP, LLC, a Texas limited liability company and the solegeneral partner of the AM Contributor, Alta Mesa Holdings, LP, a Texas limited partnership (�Alta Mesa�), Alta MesaHoldings GP, LLC, a Texas limited liability company and the sole general partner of Alta Mesa (�Alta Mesa GP�), and,solely for certain provisions therein, the equity owners of the AM Contributor, pursuant to which the Company willacquire from the AM Contributor (i) all of its limited partner interests in Alta Mesa and (ii) 100% of the economic interestsand 90% of the voting interests in Alta Mesa GP, on the terms and subject to the conditions set forth therein (the �AMContribution��);

· a Contribution Agreement (the �KFM Contribution Agreement�) with KFM Holdco, LLC, a Delaware limited liabilitycompany (the �KFM Contributor�), Kingfisher Midstream, LLC, a Delaware limited liability company (�Kingfisher�),and, solely for certain provisions therein, the equity owners of the KFM Contributor, pursuant to which the Company willacquire 100% of the outstanding membership interests in Kingfisher (the �KFM Contribution�); and

· a Contribution Agreement (the �RS Contribution Agreement� and, together with the AM Contribution Agreement and theKFM Contribution Agreement, the �Contribution Agreements�) with Riverstone VI Alta Mesa Holdings, L.P., aDelaware limited partnership (the �RS Contributor�), pursuant to which the Company will acquire from the RSContributor all of its limited partner interests in Alta Mesa.

Pursuant to the Contribution Agreements, the Company will contribute cash to SRII Opco, LP, a Delaware limited partnership andwholly owned subsidiary of the Company (�SRII Opco�), in exchange for (a) a number of common units representing limited partnerinterests in SRII Opco (the �Common Units�) equal to the number of shares of the Company�s Class A common stock, par value$0.0001 per share (the �Class A Common Stock�), outstanding as of the Closing (as defined herein), and (b) a number of SRII Opcowarrants exercisable for Common Units equal to the number of the Company�s warrants outstanding as of the Closing. Following theClosing, the Company will control SRII Opco through its ownership of SRII Opco GP, LLC, the sole general partner of SRII Opco.

The acquisition of Alta Mesa and Kingfisher pursuant to the Contribution Agreements is referred to herein as the �businesscombination� and the transactions contemplated by the Contribution Agreements are referred to herein as the �Transactions.�

Alta Mesa Consideration

Pursuant to the AM Contribution Agreement, at the closing of the Transactions (the �Closing�), the AM Contributor willreceive consideration consisting of 220,000,000 Common Units, as adjusted (i) upward for any inorganic acquisition capitalexpenditures invested by Alta Mesa during the interim period (based on a value of $10.00 per Common Unit), (ii) downward for the$200 million to be contributed by the RS Contributor to Alta Mesa during the interim period (based on a value of $10.00 per CommonUnit) as described in further detail below and (iii) downward for debt and transaction expenses.



The AM Contributor will also purchase from the Company a number of newly issued shares of non-economic capital stock ofthe Company, designated as Class C common stock, par value $0.0001 per share (the �Class C Common Stock�) corresponding to thenumber of Common Units received by the AM Contributor at the Closing.

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In addition to the above, for a period of seven years following the Closing, the AM Contributor will be entitled to receive anaggregate of up to $800 million in earn-out consideration to be paid in the form of Common Units (and acquire a corresponding numberof shares of Class C Common Stock) as specified below if the 20-day volume-weighted average price (�20-Day VWAP�) of the Class ACommon Stock equals or exceeds the following prices (each such payment, an �Earn-Out Payment�):

20-Day VWAP Earn-Out Consideration

$14.00 10,714,285 Common Units$16.00 9,375,000 Common Units$18.00 13,888,889 Common Units$20.00 12,500,000 Common Units

The AM Contributor will not be entitled to receive a particular Earn-Out Payment on more than one occasion and, if, on a particulardate, the 20-Day VWAP entitles the AM Contributor to more than one Earn-Out Payment (each of which has not been previously paid),the AM Contributor will be entitled to receive each such Earn-Out Payment. The AM Contributor will be entitled to the earn-outconsideration described above in connection with certain liquidity events of the Company, including a merger or sale of all orsubstantially all of the Company�s assets, if the consideration paid to holders of Class A Common Stock in connection with suchliquidity event is greater than any of the above-specified 20-Day VWAP hurdles.

The Company will also contribute $400 million in cash to Alta Mesa at the Closing.

Kingfisher Consideration

Pursuant to the KFM Contribution Agreement, at the Closing, the KFM Contributor will receive consideration consisting of:

· 55,000,000 Common Units; and

· subject to the KFM Contributor�s election to receive additional Common Units as described below, $800 million in cash,as adjusted for net working capital, debt, transaction expenses, capital expenditures and banking fees.

The KFM Contributor will also purchase from the Company a number of shares of Class C Common Stock corresponding to the numberof Common Units received by the KFM Contributor at the Closing.

If the Company does not have cash on hand at the Closing necessary to pay the cash consideration to the KFM Contributor, theKFM Contributor has the option to receive any deficit in the form of Common Units (and acquire a corresponding number of shares ofClass C Common Stock) valued at $10.00 per Common Unit. At the Closing, $5 million of the cash consideration to be received by theKFM Contributor will be funded into escrow to satisfy any post-Closing purchase price adjustments. If such escrowed amount isinsufficient to satisfy any post-Closing adjustment, then the KFM Contributor will transfer to the Company a number of Common Units(not to exceed 16,000,000 Common Units), and a corresponding number of shares of Class C Common Stock, with a value equal to thedeficiency.



In addition to the above, for a period of seven years following the Closing, the KFM Contributor will be entitled to receive anaggregate of up to $200 million in earn-out consideration to be paid in the form of Common Units (and acquire a corresponding numberof shares of Class C Common Stock) as specified below if the 20-Day VWAP equals or exceeds the following prices:

20-Day VWAP Earn-Out Consideration

$14.00 7,142,857 Common Units$16.00 6,250,000 Common Units

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The terms of the payment of the earn-out consideration, including in connection with a liquidity event of the Company, are substantiallysimilar to the terms of the payment of the earn-out consideration to the AM Contributor described above under ��Alta MesaConsideration.�

RS Contributor Investment in Alta Mesa and RS Contributor Consideration

In connection with the execution of the RS Contribution Agreement, the RS Contributor will make a $200 million capitalcontribution to Alta Mesa, in exchange for limited partner interests in Alta Mesa. Alta Mesa may use such capital to fund its capitalexpenditures during the interim period. Pursuant to the RS Contribution Agreement, at the Closing, the RS Contributor will receive20,000,000 Common Units in exchange for the RS Contributor�s limited partner interests in Alta Mesa and will acquire a correspondingnumber of shares of Class C Common Stock from the Company.

Exchange or Redemption of Common Units

Beginning 90 days after Closing, the KFM Contributor will have the right to redeem 39,000,000 Common Units for shares ofClass A Common Stock or cash (at the Company�s election) (such right, the �Redemption Right�). Beginning 180 days after Closing,the KFM Contributor will have the Redemption Right with respect to its remaining Common Units and the AM Contributor and the RSContributor will have the Redemption Right with respect to all of their Common Units. Upon any redemption of Common Units by theAM Contributor, the KFM Contributor and the RS Contributor, a corresponding number of shares of Class C Common Stock owned bysuch party will be cancelled.

Issuance of Preferred Stock

Upon the Closing, the Company will issue to each of Bayou City Energy Management, LLC, a Delaware limited liabilitycompany (�Bayou City�), HPS Investment Partners, LLC, a Delaware limited liability company (�Highbridge�), and AM EquityHoldings, LP, a Texas limited partnership (�Management�), one newly issued share of its Series A preferred stock, par value $0.0001per share (the �Series A Preferred Stock�). In addition, the Company will issue to the RS Contributor one share of its Series Bpreferred stock, par value $0.0001 per share (the �Series B Preferred Stock� and, together with the Series A Preferred Stock,�Preferred Stock�). The shares of Preferred Stock will entitle Bayou City, Highbridge, Management and the RS Contributor tonominate and elect directors to the Company�s Board of Directors (the �Board�) for a period of five years following the Closing basedon their and their affiliates� beneficial ownership of Class A Common Stock as follows:

Holder / Beneficial Ownership and

Other Requirements Designation Right

Bayou City and its affiliates· at least 10% one director who must be independent for purposes of the listing

rules of The NASDAQ Capital Markets (�NASDAQ�)



Highbridge and its affiliates· at least 10% one director who must be independent for purposes of the listing

rules of NASDAQ

Management and its affiliates· at least 10% two directors who need not be independent for purposes of the

listing rules of NASDAQ· less than 10% but at least 5% and either Hal Chappelle or

Michael Ellis is a member of the Company�s managementone director who need not be independent for purposes of thelisting rules of NASDAQ

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RS Contributor and its affiliates· at least 15% three directors (one of whom will be the Chairman)· less than 15% but at least 10% two directors (one of whom will be the Chairman)· less than 10% but at least 5% one director (who may be the Chairman if such person is Jim

Hackett)

Representations, Warranties and Covenants

Each of the Contribution Agreements contains customary representations and warranties by the parties thereto. Therepresentations and warranties of the AM Contributor and the RS Contributor included in the AM Contribution Agreement and RSContribution Agreement, respectively, do not survive the Closing, whereas the representations and warranties of the KFM Contributorand Kingfisher survive for 18 months post-Closing.

Each of the Contribution Agreements also contains customary pre-closing covenants of the parties, including the obligation ofAlta Mesa and Kingfisher to conduct their respective businesses in the ordinary course consistent with past practice and to refrain fromtaking certain specified actions, subject to certain exceptions, without the prior written consent of the Company. Additionally, each ofAlta Mesa and Kingfisher has agreed not to directly or indirectly solicit, negotiate or enter into any agreement with any other personrelating to an acquisition of any interests in such party or all or substantially all of such party�s assets. Similarly, the Company hasagreed not to solicit, negotiate or enter into any agreement with any person (other than Alta Mesa or Kingfisher, as applicable) relatingto the Company�s acquisition of such other person.

Under the Alta Mesa Contribution Agreement, Alta Mesa has also agreed to transfer to its existing owners all of the assets andliabilities related to its oil and gas properties located outside of Oklahoma (the �non-STACK assets�) prior to Closing, and such existingowners will indemnify Alta Mesa for any losses relating to employment, environmental and tax liabilities of such non-STACK assets.

Conditions to the Parties�� Obligations to Consummate the Transactions

Under each of the Contribution Agreements, the obligations of the applicable parties to consummate the transactionscontemplated thereby are subject to a number of customary conditions, including, among others, the following: (i) the absence ofspecified adverse laws or orders, (ii) if applicable, the expiration of the waiting period (or extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the representations and warranties of the other party being true andcorrect, subject to the materiality standards contained in the applicable Contribution Agreement, (iv) material compliance by the otherparties with their respective covenants, (v) no material adverse effect having occurred with respect to Alta Mesa or Kingfisher, asapplicable, since the signing of the applicable Contribution Agreement, (vi) the approval for listing on the NASDAQ of the shares ofClass A Common Stock issuable to the AM Contributor, the KFM Contributor and the RS Contributor and (vii) the approval of thebusiness combination and the Transactions by the Company�s stockholders. The closing of the transactions contemplated under each of



the Contribution Agreements is also conditioned upon the closing of the transactions contemplated by the other ContributionsAgreements.

In addition to the above conditions, under the AM Contribution Agreement, it is a condition to each party�s obligation toconsummate the AM Contribution that SRII Opco�s leverage ratio is less than 1.5x on a pro forma, last twelve months (LTM) basis (the�Leverage Ratio Condition�). Under the KFM Contribution Agreement, the satisfaction of the Leverage Ratio Condition is a conditionto only the Company�s obligations to consummate the KFM Contribution. The KFM Contribution Agreement also provides that,subject to the KFM Contributor electing to receive additional Common Units as described above under ��Kingfisher Consideration,�the KFM Contributor�s obligation to consummate the KFM Contribution is conditioned upon the Company having available funds topay the cash consideration.

Termination Rights

Each of the Contribution Agreements contains certain customary termination rights, including, among others, the following:(i) if the closing of the applicable transaction is not consummated by February 28, 2018 (the �Outside Date�); (ii) upon the applicableparties� mutual written consent; (iii) if the consummation of the applicable transaction is prohibited by law; (iv) breach of arepresentation, warranty, covenant or other agreement by a party

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which has not been cured by the earlier of (x) 30 days following written notice from the other party of such breach and (y) the OutsideDate; (v) in the case of the Alta Mesa Contribution Agreement, by either party if the KFM Contribution Agreement has been terminatedin accordance with its terms or by the AM Contributor if the Board has changed its recommendation for the Company�s stockholders toapprove the business combination or (vi) in the case of the KFM Contribution Agreement, by either party if the AM ContributionAgreement has been terminated in accordance with its terms.

None of the parties to the Contribution Agreements is required to pay a termination fee or reimburse any other party for itsexpenses as a result of a termination of the applicable Contribution Agreement.

Indemnification under the KFM Contribution Agreement

Under the KFM Contribution Agreement, the KFM Contributor will indemnify the Company for any losses relating to (i) abreach of any representation, warranty or covenant of the KFM Contributor or Kingfisher; (ii) pre-Closing taxes; (iii) obligations underKingfisher�s engagement letters with its financial advisors and (iv) indemnification claims made by Asset Risk Management, LLC(�ARM�) against Kingfisher after Closing under an existing operator agreement. Additionally, the Company will indemnify the KFMContributor for any losses relating to a breach of any of its representations, warranties or covenants.

The indemnification obligations of the KFM Contributor and the Company set forth above are subject to a de minimisthreshold of $250,000, a deductible of $40 million and a cap equal to the value of the Reserved Units (as defined herein). The KFMContributor has agreed that it will not transfer 16,000,000 Common Units (and a corresponding number of shares of Class C CommonStock) received as consideration (the �Reserved Units�) and, subject to the removal of such transfer restriction as described herein, suchReserved Units will be available to satisfy any indemnification obligations of the KFM Contributor. The transfer restriction relating to8,000,000 Reserved Units will be removed on the first anniversary of the Closing and the transfer restriction relating to any remainingReserved Units will be removed 18 months after Closing. The value of the Reserved Units will be based on the volume-weightedaverage price of the Class A Common Stock for the 20 trading days immediately prior to the applicable valuation date.

Other Ancillary Agreements



The Contribution Agreements contemplate the execution by the parties of various agreements at the Closing, including, amongothers, (i) a registration rights agreement relating to the resale of the shares of Class A Common Stock issuable to the AM Contributor,the KFM Contributor and the RS Contributor, (ii) a transition services agreement with respect to Kingfisher�s midstream assets, (iii) amanagement services agreement pursuant to which Alta Mesa�s management will perform certain services for High Mesa, Inc., acurrent affiliate of Alta Mesa, (iv) a partnership agreement of SR II Opco defining the rights of the parties thereto, including theCompany, (v) a tax receivable agreement, pursuant to which the Company will agree to pay the AM Contributor and the RS Contributor85% of the cash tax savings realized as a result of tax benefits created upon the exchange of their common units and (vi) a restrictivecovenant agreement pursuant to which ARM will agree not to conduct certain midstream services in Kingfisher, Garfield, Major, Blaineand Logan Counties, Oklahoma and certain townships in Canadian County, Oklahoma.

The AM Contribution Agreement, the KFM Contribution Agreement and the RS Contribution Agreement are filed as Exhibits10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K (this �Current Report�), and the foregoing descriptions thereofare qualified in their entirety by reference to such exhibits. The Contribution Agreements are filed herewith to provide investors withinformation regarding their respective terms, and are not intended to provide any other factual information about the parties. Inparticular, the assertions embodied in the representations and warranties contained in the Contribution Agreements were made as of thedate of the Contribution Agreements only and are qualified by information in confidential disclosure schedules provided by the partiesto each other in connection with the signing of the Contribution Agreements. These disclosure schedules contain information thatmodifies, qualifies and creates exceptions to the representations and warranties set forth in the Contribution Agreements. Moreover,certain representations and warranties in the Contribution Agreements may have been used for the purpose of allocating risk betweenthe parties rather than establishing matters of fact.

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Accordingly, you should not rely on the representations and warranties in the Contribution Agreements as characterizations of the actualstatements of fact about the parties.

Forward Purchase Agreement

In connection with the execution of the Contribution Agreements, on August 16, 2017, the Company entered into a forwardpurchase agreement (the �Forward Purchase Agreement�) with Riverstone VI SR II Holdings, L.P., a Delaware limited partnership(�Riverstone�), pursuant to which the Company has agreed to sell at the Closing, and Riverstone has agreed to purchase, up to $200million of shares of Class A Common Stock at a purchase price of $10.00 per share. The number of shares of Class A Common Stockto be sold by the Company, and purchased by Riverstone, will equal that number which, after payment of the aggregate purchase pricepaid by Riverstone under the Forward Purchase Agreement, will result in gross proceeds to the Company in an aggregate amountnecessary to satisfy any exercise of rights of the public stockholders in connection with the business combination or determined by theCompany and Riverstone to be necessary for general corporate purposes of the Company in connection with or followingconsummation of the business combination, but in no event will the number of shares of Class A Common Stock purchased exceed20,000,000 shares.

Item 3.02 Unregistered Sales of Equity Securities

In connection with the Closing, and as described in more detail above in Item 1.01 of this Current Report, the Companyexpects to issue (i) shares of Class C Common Stock to the AM Contributor, the KFM Contributor and the RS Contributor, (ii) shares ofSeries A Preferred Stock to certain affiliates of the AM Contributor and (iii) one share of Series B Preferred Stock to the RSContributor. The shares of Class C Common Stock, Series A Preferred Stock and Series B Preferred Stock to be issued will not beregistered under the Securities Act of 1933, as amended (the �Securities Act�), in reliance on the exemption from registration providedby Section 4(a)(2) of the Securities Act. The disclosure set forth above in Item 1.01 of this Current Report is incorporated by referenceherein.



Item 8.01 Other Events

On August 17, 2017, the Company provided information regarding the proposed business combination in an investorpresentation, a copy of which is furnished as Exhibit 99.1 hereto.

On August 17, 2017, the Company provided information regarding the proposed business combination in a pre-recordedwebcast. A copy of the transcript of the pre-recorded webcast is furnished as Exhibit 99.2 hereto.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit No. Description of Exhibits

2.1* Contribution Agreement, dated as of August 16, 2017, among High Mesa Holdings, LP, High Mesa Holdings GP,LLC, Alta Mesa Holdings, LP, Alta Mesa Holdings GP, LLC, Silver Run Acquisition Corporation II and, solely forcertain provisions therein, the Contributor Owners party thereto.

2.2* Contribution Agreement, dated as of August 16, 2017, among KFM Holdco, LLC, Kingfisher Midstream, LLC, SilverRun Acquisition Corporation II and, solely for certain provisions therein, the Contributor Members party thereto.

2.3* Contribution Agreement, dated as of August 16, 2017, between Riverstone VI Alta Mesa Holdings, L.P. and SilverRun Acquisition Corporation II.

10.1 Forward Purchase Agreement, dated as of August 16, 2017, between Silver Run Acquisition Corporation II andRiverstone VI SR II Holdings, L.P.

99.1 Investor Presentation dated August 17, 2017.

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99.2 Transcript of Investor Webcast dated August 17, 2017.

*Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule orexhibit will be furnished supplementally to the SEC upon request.

Legend Information

Forward-Looking Statements

This communication includes certain statements that may constitute �forward-looking statements� for purposes of the federalsecurities laws. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or othercharacterizations of future events or circumstances, including any underlying assumptions. The words �anticipate,� �believe,��continue,� �could,� �estimate,� �expect,� �intends,� �may,� �might,� �plan,� �possible,� �potential,� �predict,� �project,� �should,��would� and similar expressions may identify forward-looking statements, but the absence of these words does not mean that astatement is not forward-looking. Forward-looking statements may include, for example, statements about the Company�s ability toeffect the business combination; the benefits of the business combination; the future financial performance of the Company following



the business combination; changes in Alta Mesa�s and Kingfisher�s strategy, future operations, financial position, estimated revenues,and losses, projected costs, prospects, plans and objectives of management. These forward-looking statements are based on informationavailable as of the date of this Current Report on Form 8-K, and current expectations, forecasts and assumptions, and involve a numberof judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing theCompany�s views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statementsto reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise,except as may be required under applicable securities laws. You should not place undue reliance on these forward-looking statements.As a result of a number of known and unknown risks and uncertainties, the Company�s actual results or performance may be materiallydifferent from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differinclude: (i) the occurrence of any event, change or other circumstances that could delay the business combination or give rise to thetermination of the Contribution Agreements; (ii) the outcome of any legal proceedings that may be instituted against the Companyfollowing announcement of the Transactions; (iii) the inability to complete the business combination due to the failure to obtainapproval of the stockholders of the Company, or other conditions to closing in the Contribution Agreements; (iv) the risk that theproposed business combination disrupts current plans and operations of the Company, Alta Mesa or Kingfisher as a result of theannouncement and consummation of the Transactions; (v) the Company�s ability to realize the anticipated benefits of the businesscombination, which may be affected by, among other things, competition and the ability of the Company to grow and manage growthprofitably following the business combination; (vi) costs related to the business combination; (vii) changes in applicable laws orregulations; and (viii) the possibility that the Company, Alta Mesa or Kingfisher may be adversely affected by other economic, business,and/or competitive factors.

No Offer or Solicitation

This Current Report is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer tobuy any securities pursuant to the proposed business combination or otherwise, nor shall there be any sale of securities in anyjurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws ofany such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 ofthe Securities Act.

Important Information For Investors and Stockholders

In connection with the proposed business combination, the Company intends to file a proxy statement with the SEC. Thedefinitive proxy statement and other relevant documents will be sent or given to the stockholders of the Company and will containimportant information about the proposed business combination and related matters. The Company stockholders and other interestedpersons are advised to read, when available, the proxy statement in

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connection with the Company�s solicitation of proxies for the meeting of stockholders to be held to approve the business combinationbecause the proxy statement will contain important information about the proposed business combination. When available, thedefinitive proxy statement will be mailed to the Company stockholders as of a record date to be established for voting on the businesscombination. Stockholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC�swebsite at www.sec.gov.

Participants in the Solicitation

The Company and its directors and officers may be deemed participants in the solicitation of proxies of the Company�sstockholders in connection with the proposed business combination. The Company stockholders and other interested persons mayobtain, without charge, more detailed information regarding the directors and officers of the Company in the Company�s Registration



Statement on Form S-1 initially filed with the SEC on March 2, 2017. Additional information will be available in the definitive proxystatement when it becomes available.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed onits behalf by the undersigned hereunto duly authorized.

Silver Run Acquisition Corporation II

Date: August 17, 2017 By: /s/ Thomas J. WalkerName: Thomas J. WalkerTitle: Chief Financial Officer

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EXHIBIT INDEX

Exhibit No. Description of Exhibits

2.1* Contribution Agreement, dated as of August 16, 2017, among High Mesa Holdings, LP, High Mesa Holdings GP,LLC, Alta Mesa Holdings, LP, Alta Mesa Holdings GP, LLC, Silver Run Acquisition Corporation II and, solely forcertain provisions therein, the Contributor Owners party thereto.

2.2* Contribution Agreement, dated as of August 16, 2017, among KFM Holdco, LLC, Kingfisher Midstream, LLC, SilverRun Acquisition Corporation II and, solely for certain provisions therein, the Contributor Members party thereto.

2.3* Contribution Agreement, dated as of August 16, 2017, between Riverstone VI Alta Mesa Holdings, L.P. and SilverRun Acquisition Corporation II.

10.1 Forward Purchase Agreement, dated as of August 16, 2017, between Silver Run Acquisition Corporation II andRiverstone VI SR II Holdings, L.P.

99.1 Investor Presentation dated August 17, 2017.

99.2 Transcript of Investor Webcast dated August 17, 2017.

*Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule orexhibit will be furnished supplementally to the SEC upon request.

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Exhibit 2.1

Execution Version

CONTRIBUTION AGREEMENT

by and among

HIGH MESA HOLDINGS, LP

HIGH MESA HOLDINGS GP, LLC,

ALTA MESA HOLDINGS, LP,

ALTA MESA HOLDINGS GP, LLC,

SILVER RUN ACQUISITION CORPORATION II,

solely for purposes of Section 6.7, Section 10.3 and Section 11.13,

the Contributor Owners party hereto,

and, also for purposes of Section 6.6(j),

Michael E. Ellis

Dated as of August 16, 2017

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS AND CONSTRUCTION 2

1.1 Definitions 21.2 Rules of Construction 22

ARTICLE II CONTRIBUTION AND CLOSING 23

2.1 Buyer Contribution 232.2 Contributor�s Contributions 232.3 Closing 242.4 Closing Deliveries by the Contributor 242.5 Closing Deliveries by Buyer 252.6 Contribution Price Adjustments 262.7 Earn-Out Consideration 28



2.8 Withholding 29

ARTICLE III REPRESENTATIONS AND WARRANTIES REGARDING THE CONTRIBUTOR 30

3.1 Organization 303.2 Authority 303.3 No Conflicts; Consents and Approvals 303.4 Governmental Approvals 303.5 Title to Interests 313.6 Legal Proceedings 313.7 Contributor Benefit Plans 313.8 Brokers 313.9 Accredited Investor; Investment Intent 313.10 Tax Matters 32

ARTICLE IV REPRESENTATIONS AND WARRANTIES REGARDING THE ALTA MESA ENTITIES 32

4.1 Organization 324.2 Authorization 324.3 No Conflicts; Consents and Approvals 334.4 No Defaults 334.5 Governmental Approvals 334.6 Capitalization; Rights to Acquire Equity 344.7 Subsidiaries 354.8 Insurance 354.9 Legal Proceedings 354.10 Compliance with Laws and Orders 364.11 Anti-Corruption and Sanctions 364.12 Financial Statements 374.13 Absence of Certain Changes or Events 374.14 No Undisclosed Liabilities 37

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4.15 Taxes 384.16 Material Contracts 394.17 Alta Mesa Real Property 414.18 Oil and Gas Matters 434.19 Personal Property 454.20 Permits 454.21 Environmental Matters 454.22 Compensation; Benefits 464.23 Employees and Labor Matters 474.24 Related Party Transactions 484.25 Brokers 484.26 Alta Mesa SEC Documents 484.27 Information Supplied 494.28 Preferential Rights 49



4.29 Credit Support Instruments 49

ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER 49

5.1 Organization 505.2 Authorization 505.3 No Conflicts 505.4 Governmental Approvals 515.5 Capital Structure 515.6 Capitalization of the General Partner and the Partnership 525.7 No Undisclosed Liabilities 525.8 Buyer SEC Documents 535.9 Legal Proceedings 545.10 Compliance with Laws and Orders 545.11 Brokers 545.12 Trust Account 545.13 Information Supplied; Proxy Statement 545.14 Absence of Certain Changes or Events 555.15 No Default 555.16 Listing 555.17 Financial Resources 555.18 Investment Company 555.19 Accredited Investor; Investment Intent 555.20 Opportunity for Independent Investigation 56

ARTICLE VI COVENANTS 56

6.1 Regulatory and Other Approvals 566.2 Access 576.3 Conduct of Business 596.4 Certain Restrictions 596.5 D&O Indemnity 626.6 Tax Matters 636.7 Public Announcements; Confidentiality 666.8 [Reserved] 67

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6.9 The Proxy Statement and the Special Meeting 676.10 Cooperation on Financing Matters 696.11 Further Assurances 706.12 Exclusivity 716.13 Notice of Certain Events 726.14 Pre-Closing Reorganization 726.15 Kingfisher Contribution Agreement and Riverstone Contribution Agreement 726.16 Reasonable Best Efforts 726.17 Treatment of Certain Alta Mesa Group Plans 736.18 Founder Notes 73



6.19 LTIP Plan 73

ARTICLE VII BUYER�S CONDITIONS TO CLOSING 74

7.1 Contributor Representations and Warranties 747.2 Representations and Warranties of Alta Mesa Parties 747.3 Performance 747.4 No Material Adverse Effect 747.5 Orders and Laws 747.6 HSR Act 757.7 Stockholder Approval 757.8 Concurrent Closing of Kingfisher Contribution Agreement 757.9 Partnership Leverage Ratio 757.10 NASDAQ Listing 757.11 Consents 767.12 Founder Notes 767.13 Completed Pre-Closing Reorganization 76

ARTICLE VIII CONTRIBUTOR�S CONDITIONS TO CLOSING 76

8.1 Representations and Warranties 768.2 Performance 768.3 Orders and Laws 768.4 HSR Act 768.5 Concurrent Closing of Kingfisher Contribution Agreement 768.6 Partnership Leverage Ratio 778.7 Class B Waiver 778.8 Stockholder Approval 778.9 NASDAQ Listing 77

ARTICLE IX TERMINATION 77

9.1 Termination 779.2 Effect of Termination 789.3 Specific Performance 78

ARTICLE X WAIVERS; LIMITATIONS ON LIABILITY 78

10.1 Waivers of other Representations 7810.2 Waiver of Remedies 80

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10.3 Waiver of Claims 8010.4 Access to Information 81

ARTICLE XI MISCELLANEOUS 82



11.1 Notice 8211.2 Entire Agreement 8211.3 Expenses 8211.4 Disclosure 8211.5 Waiver 8311.6 Amendment 8311.7 No Third Party Beneficiary 8311.8 Assignment; Binding Effect 8411.9 Headings 8411.10 Invalid Provisions 8411.11 Counterparts; Facsimile 8411.12 Governing Law; Venue; and Jurisdiction 8411.13 Trust Account Waiver 85

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EXHIBITSExhibit A Form of A&R LP AgreementExhibit B Form of A&R Alta Mesa GP LLC AgreementExhibit C Form of Alta Mesa GP Voting AgreementExhibit D Form of Alta Mesa Partnership AgreementExhibit E Form of Alta Mesa Reorganization AgreementsExhibit F Form of Management Services AgreementExhibit G Form of Registration Rights AgreementExhibit H Form of Tax Receivables AgreementExhibit I Form of Preferred Stock DesignationExhibit J Form of A&R Certificate of Incorporation

SCHEDULESSchedule 1.1 �Budget BudgetSchedule 1.1-K(a) Contributor Knowledge IndividualsSchedule 1.1-K(b) Alta Mesa Parties Knowledge IndividualsSchedule 1.1-K(c) Buyer Knowledge IndividualsSchedule 1.1-PL Permitted LiensSchedule 3.3 No Conflicts � ContributorSchedule 3.4 Governmental Approvals � ContributorSchedule 3.5 Title to Interests � ContributorSchedule 4.1(c) Qualifications and LicensesSchedule 4.3 No Conflicts � Alta Mesa PartiesSchedule 4.5 Governmental Approvals � Alta Mesa PartiesSchedule 4.6(a) Outstanding Interests � Alta MesaSchedule 4.6(c) Outstanding Interests � Alta Mesa GPSchedule 4.7 SubsidiariesSchedule 4.8 InsuranceSchedule 4.9 Legal ProceedingsSchedule 4.10 Compliance with Laws and OrdersSchedule 4.12 Financial StatementsSchedule 4.14 No Undisclosed Liabilities



Schedule 4.15 TaxesSchedule 4.16(a) Material ContractsSchedule 4.16(c) Material Contract ExemptionsSchedule 4.16(d) Material Breach or DefaultSchedule 4.17(a) Alta Mesa Real PropertySchedule 4.17(b) Material DefaultsSchedule 4.17(d) EasementsSchedule 4.18(g) Oil and Gas Properties Compliance with Laws and OrdersSchedule 4.18(h) Oil and Gas ExpendituresSchedule 4.21(a) Environmental MattersSchedule 4.22(b) Material Benefit PlansSchedule 4.23(e) EmployeesSchedule 4.24 Related Party TransactionsSchedule 4.29 Credit Support InstrumentsSchedule 5.4 Governmental Approvals � Buyer

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Schedule 6.3 Conduct of BusinessSchedule 6.4(a) Restrictions � ContributorSchedule 6.4(b) Exceptions to Contributor�s RestrictionsSchedule 7.11 ConsentsSchedule 11.1 Notice Addresses

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This Contribution Agreement dated as of August 16, 2017 (this �Agreement�) is made and entered into by and among HighMesa Holdings, L.P., a Delaware limited partnership (the �Contributor�), High Mesa Holdings GP, LLC., a Texas limited liabilitycompany (�GP Holdings�), Alta Mesa Holdings, LP, a Texas limited partnership (�Alta Mesa�), Alta Mesa Holdings GP, LLC, a Texaslimited liability company and general partner of Alta Mesa (�Alta Mesa GP� and, collectively with Alta Mesa, the �Alta MesaParties�), Silver Run Acquisition Corporation II, a Delaware corporation (�Buyer�), solely for purposes of Section 6.7, Section 10.3and Section 11.13, the Contributor Owners (as defined herein) and also for purposes of Section 6.6(j), Michael E. Ellis, an individualresiding in the State of Texas (��Ellis��). Each of the parties to this Agreement is sometimes referred to individually in this Agreement asa �Party,� and all of the parties to this Agreement are sometimes collectively referred to in this Agreement as the �Parties.�

RECITALS

WHEREAS, the Contributor owns, directly or indirectly, (i) 100% of the limited partner interests in Alta Mesa (the�Contributed AM Interests�) and (ii) 100% of the economic interests and 90% of the voting interests in Alta Mesa GP (the�Contributed AMGP Interests� and, together with the Contributed AM Interests, the �Contributed Interests�);

WHEREAS, the Contributor Owners own a noneconomic 10% voting interest in Alta Mesa GP (the �GP Voting Interests�);



WHEREAS, for purposes of completing the Transactions (as defined below), Buyer formed SRII Opco GP, LLC, a Delawarelimited liability company (the �General Partner�), and Buyer owns 100% of the issued and outstanding limited liability companyinterests in the General Partner;

WHEREAS, immediately following the Execution Date (as defined below), Riverstone VI Alta Mesa Holdings, L.P., aDelaware limited partnership (the �Riverstone Contributor�) shall contribute $200,000,000 to Alta Mesa pursuant to the Alta MesaPartnership Agreement (as defined below) in exchange for limited partner interests in Alta Mesa;

WHEREAS, for purposes of completing the Transactions, the General Partner and Buyer formed SRII Opco, LP, a Delawarelimited partnership (the �Partnership�), and Buyer owns 100% of the outstanding limited partner interests in the Partnership, and theGeneral Partner has been designated as a non-economic general partner of the Partnership; and

WHEREAS, subject to the terms and conditions of this Agreement, Buyer desires to make the Buyer Contribution (as definedbelow) to the Partnership, and the Contributor desires to make the Contributor�s Contributions (as defined below) to the Partnership, ineach case in exchange for the consideration specified in this Agreement.

STATEMENT OF AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements inthis Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, theParties agree as follows:

ARTICLE IDEFINITIONS AND CONSTRUCTION

1.1 Definitions. As used in this Agreement, the following capitalized terms have the meanings set forth below:

�1933 Act� has the meaning given to it in Section 3.9.

��20-Day VWAP��means, as of a particular date, the average of the per share volume-weighted average price as displayed underthe heading Bloomberg VWAP on the Bloomberg page applicable to the Buyer Class A Common Stock (or, if Bloomberg ceases topublish such price, any successor service reasonably chosen by Buyer) in respect of the period from the open of trading on the relevanttrading day until the close of trading on such trading day for the 20 trading day period ending on the trading day immediately prior tosuch date (or, if such volume-weighted average price is unavailable, the market price of one share of such security on such trading daydetermined, using a volume-weighted average method, by a nationally recognized investment banking firm (unaffiliated with Buyer)retained for such purpose by Buyer).

�A&R Alta Mesa GP LLC Agreement� means the Sixth Amended and Restated Limited Liability Company Agreement ofAlta Mesa Holdings GP, LLC, in substantially the form attached hereto as Exhibit B.

�A&R LP Agreement� means the First Amended and Restated Agreement of Limited Partnership of the Partnership, insubstantially the form attached hereto as Exhibit A.

�Accounting Principles� means, with respect to the calculation of any amount hereunder, that such amount was calculated inaccordance with GAAP, applied in a manner consistent with the principles, practices, assumptions, policies and methodologies used byAlta Mesa in the preparation of the audited financial statements described in Section 4.12.



�Acquisition� means, with respect to any Person, any transaction, or any series of related transactions, consummated prior tothe Closing Date, by which such Person or any of its Subsidiaries (a) acquires any going business (including a working interest in Oiland Gas Properties) or all or substantially all of the assets of any firm, corporation, general partnership, limited liability partnership orlimited liability company, or division thereof, whether through the purchase of assets, merger or otherwise or (b) directly or indirectlyacquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of thesecurities of a corporation which have ordinary voting power for the election of directors (other than securities having such power onlyby reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding ownership interests of apartnership or limited liability company.

�Adjustment Amount� has the meaning given to it in Section 2.6(d).

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�Adjustment Determination Date� has the meaning given to it in Section 2.6(d).

�Advisor Expenses� means all fees, costs, expenses (to the extent unpaid as of the Closing Date) incurred by or on behalf ofthe Alta Mesa Parties or their Subsidiaries in connection with the negotiation, documentation and consummation of the Transactions,including all of the fees and expenses of legal, accounting, tax, financial and other advisors (and all Taxes payable in connection withsuch amounts), including the Banking Fees.

�Affiliate� means any Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or isunder common control with the Person specified. For purposes of this definition, control of a Person means the power, direct or indirect,to direct or cause the direction of the management and policies of such Person whether through ownership of voting securities orownership interests, by contract or otherwise. Notwithstanding the foregoing, for purposes of this Agreement, (a) prior to Closing, AltaMesa shall not constitute an Affiliate of any Person other than a Contributor Owner and Alta Mesa GP and, from and after Closing, AltaMesa shall constitute an Affiliate of Buyer and Alta Mesa GP, (b) prior to Closing, Alta Mesa GP shall not constitute an Affiliate of anyPerson other than a Contributor Owner and Alta Mesa and, from and after Closing, Alta Mesa GP shall constitute an Affiliate of Buyerand Alta Mesa, (c) no Contributor Owner shall be deemed to be an Affiliate of any other Contributor Owner, (d) each ContributorOwner shall be deemed an Affiliate of the Contributor, (e) no Contributor Owner or their respective Subsidiaries shall be deemed to bean Affiliate of Bayou City or any of its Affiliates; and (f) no Contributor Owner or their respective Subsidiaries shall be deemed to be anAffiliate of Highbridge or any of its Affiliates.

�Agreement� has the meaning given to it in the introduction to this Agreement.

�Alta Mesa� has the meaning given to it in the introduction to this Agreement.

�Alta Mesa Entities� means Alta Mesa GP, Alta Mesa and their respective Subsidiaries after giving effect to the Pre-ClosingReorganization as if such Pre-Closing Reorganization had taken place prior to the date hereof.

�Alta Mesa Fundamental Representations� means those representations and warranties set forth in Section 4.1, Section 4.2,Section 4.3(a), Section 4.3(c), Section 4.6, Section 4.13(a) and Section 4.25.

�Alta Mesa GP� has the meaning given to it in the introduction to this Agreement.

�Alta Mesa GP LLC Agreement� means the Fifth Amended and Restated Limited Liability Company Agreement of Alta MesaHoldings GP, LLC, dated the Execution Date.



�Alta Mesa GP Voting Agreement� means the Amended and Restated Voting Agreement to be entered into among Buyer, theContributor Owners and Alta Mesa GP, in substantially the form attached hereto as Exhibit C.

�Alta Mesa Group Plan� means any Benefit Plan sponsored, maintained or contributed to by any of the Alta Mesa Entities, towhich any of the Alta Mesa Entities is a party, to which

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any of the Alta Mesa Entities is obligated to contribute to, or with respect to which any of the Alta Mesa Entities has any liability(including contingent liability).

�Alta Mesa Parties� has the meaning given to it in the introduction to this Agreement.

�Alta Mesa Partnership Agreement� means the Sixth Amended and Restated Agreement of Limited Partnership of Alta Mesa,dated as of the Execution Date, in substantially the form attached hereto as Exhibit D.

�Alta Mesa Real Property� has the meaning given to it in Section 4.17(a).

�Alta Mesa Released Claims� has the meaning given to it in Section 10.3(b).

�Alta Mesa Reorganization Agreements� means the Assignment Agreements to be entered into in substantially the formsattached hereto as Exhibit E, pursuant to which the Pre-Closing Reorganization will be effected.

�Alta Mesa Representative� has the meaning given to it in Section 4.11(a).

�Alta Mesa SEC Documents� has the meaning given to it in Section 4.26(a).

�A&R Certificate of Incorporation� has the meaning given to it in Section 7.7.

�Ancillary Agreements� means the Closing Certificates, the A&R LP Agreement, the Alta Mesa Partnership Agreement, theA&R Certificate of Incorporation, the Alta Mesa GP Voting Agreement, the Preferred Stock Designation, the Tax ReceivablesAgreement, the Registration Rights Agreement, the Management Services Agreement, the Joinder Agreement, and any and alladditional agreements, certificates, documents and instruments that may be executed or delivered by any Party at or in connection withClosing.

�Anti-Corruption Laws� means all laws, rules and regulations of the United States, the United Nations, the United Kingdom,the European Union or any other Governmental Authority from time to time concerning or relating to bribery, money laundering, orcorruption, including the UK Bribery Act and the FCPA.

�Assets� of any Person means all assets, rights, Claims, Contracts, interests and properties of every kind, nature, character anddescription (whether real, personal or mixed, whether tangible or intangible and wherever situated), including the goodwill relatedthereto, operated, owned or leased by such Person; provided, that Assets of the Alta Mesa Entities shall give effect to the Pre-ClosingReorganization as if such Pre-Closing Reorganization had taken place prior to the date hereof.

�Available Funds� means the amount in the Trust Account on the Closing Date plus the proceeds of the Forward PurchaseAgreements, minus the amount to be paid to holders of Buyer Class A Common Stock that timely exercise and do not waive their BuyerStockholder Redemption Right in respect of any of the Transactions, the transactions contemplated by the Kingfisher ContributionAgreement or the transactions contemplated by the Riverstone



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Contribution Agreement minus the amount of any deferred underwriting commissions payable by Buyer to the underwriters in the IPO.

�Balance Sheet Date� has the meaning given to it in Section 4.12(a).

�Banking Fees� means an amount equal to the fees due by the Alta Mesa Entities under the Engagement Letters.

�Bayou City� means Bayou City Energy Management, LLC, a Delaware limited liability company.

�Beneficial Owner� has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except thatin calculating the beneficial ownership of any particular �person� (as that term is used in Section 13(d)(3) of the Exchange Act), such�person� will be deemed to have beneficial ownership of all securities that such �person� has the right to acquire by conversion orexercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms�Beneficially Owns� and �Beneficially Owned� have a corresponding meaning.

�Benefit Plan� means (a) any �employee benefit plan,� as such term is defined in Section 3(3) of ERISA, (b) any plan thatwould be an �employee benefit plan� if it was subject to ERISA, such as foreign plans and plans for directors, (c) any equity bonus,equity ownership, equity option, equity purchase, equity appreciation rights, phantom equity, or other equity plan (whether qualified ornonqualified), (d) each bonus, deferred compensation or incentive compensation plan, (e) any personal, vacation, holiday and sick orother leave policy, and (f) any other plan, policy, Contract, program or arrangement (whether written or unwritten) providingcompensation or benefits to any employee or other individual service provider.

�Budget� means the budgeted capital expenditures set forth in Schedule 1.1-Budget.

�Business Combination� has the meaning set forth in the Prospectus.

�Business Day� means a day other than Saturday, Sunday or any day on which banks located in Houston, Texas are authorizedor obligated to close.

�Buyer� has the meaning given to it in the introduction to this Agreement.

�Buyer Acquisition Proposal� has the meaning given to it in Section 6.12(c).

�Buyer Board� means the Board of Directors of Buyer.

�Buyer Board Recommendation� has the meaning given to it in Section 6.9(d).

�Buyer Class A Common Stock� means the Class A common stock, par value $0.0001 per share, of Buyer.

�Buyer Class B Common Stock� means the Class B common stock, par value $0.0001 per share, of Buyer.

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�Buyer Class C Common Stock� means the Class C common stock, par value $0.0001 per share, of Buyer.



�Buyer Common Stock� means the Buyer Class A Common Stock and Buyer Class B Common Stock.

�Buyer Contribution� has the meaning given to it in Section 2.1.

�Buyer Fundamental Representations� means those representations and warranties set forth in Section 5.1, Section 5.2,Section 5.3(a), Section 5.5, Section 5.6 and Section 5.11.

�Buyer Material Adverse Effect� means, any occurrence, condition, change, development, event, circumstance or effect that,individually or in the aggregate, (i) is or would reasonably be expected to be materially adverse to the business, properties, condition(financial or otherwise) or results of operations of Buyer and its Subsidiaries taken as a whole or (ii) prevents, materially delays ormaterially impairs the ability of Buyer to perform its obligations under this Agreement or to consummate the Transactions.

�Buyer Preferred Stock� has the meaning given to it in Section 5.5.

�Buyer Public Securities� has the meaning given to it in Section 5.16.

�Buyer Related Persons� has the meaning given to it in Section 10.3(b).

�Buyer SEC Documents� has the meaning given to it in Section 5.8(a).

�Buyer Series A Preferred Stock� means the three shares of Series A preferred stock, par value $0.0001 per share, of Buyer.

�Buyer Series B Preferred Stock� means the Series B preferred stock, par value $0.0001 per share, of Buyer.

�Buyer Stockholder Redemption Right� means the right held by holders of the shares of Buyer Class A Common Stock toredeem all or a portion of their shares of Buyer Class A Common Stock upon the consummation of a Business Combination, for a pershare redemption price of cash equal to (a) the aggregate amount then on deposit in the Trust Account as of two (2) Business Days priorto the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previouslyreleased to Buyer to pay certain Taxes, divided by (b) the number of then outstanding shares of Buyer Class A Common Stock issued inconnection with the IPO.

�Buyer Warrants� has the meaning given to it in Section 5.5.

�Calculation Period� means the four quarter period most recently ended as of the last Business Day of the calendar quarterending prior to (or on) the Closing Date.

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�Capital Leases� means, as applied to any Person, any lease of any property by such Person or any of its Subsidiaries as lesseethat would, in accordance with GAAP, be required to be classified and accounted for as a capital lease on the balance sheet of suchPerson.

�Cash� means, with respect to any Person, the cash and cash equivalents of such Person and its Subsidiaries determined inaccordance with GAAP.

�Cash Consideration� has the meaning given to it in Section 2.2(a)(iii).



�Claim� means any demand, claim, action, investigation, Proceeding (whether at law or in equity) or arbitration by or beforeany Governmental Authority or arbitrator.

�Closing� means the consummation of the Transactions.

�Closing Certificates� means the officer�s certificates referenced in Section 2.4(h), Section 2.4(i) and Section 2.5(h).

�Closing Date� means the date on which Closing occurs.

�Closing Date Statement� has the meaning given to it in Section 2.6(c).

�Closing Debt� means the Indebtedness of the Alta Mesa Entities as of the Closing.

�Code� means the Internal Revenue Code of 1986, as amended.

�Common Units� has the meaning given to it in Section 2.1.

�Confidential Information� means any and all confidential, proprietary or otherwise non-public information that (i) pertains tothe Alta Mesa Entities or their respective Assets, Liabilities, personnel or businesses or (ii) pertains to Buyer or any Affiliate orRepresentative of Buyer.

�Confidentiality Agreement� means that certain confidentiality agreement between High Mesa, Inc. and RiverstoneInvestment Group LLC, dated as of April 9, 2017.

�Consent� means any consent, approval, order, authorization, license, franchise, waiver or permit of or by, or notice to, orfiling or registration with, any Person.

�Consolidated Net Income� means, with respect to any Person and its Subsidiaries, for any period, the net income (or loss) forsuch period after taxes, as determined in accordance with GAAP, excluding, however, (a) extraordinary items, including (i) any net non-cash gain or loss during such period arising from the sale, exchange, retirement or other disposition of capital assets (such term toinclude all fixed assets and all securities) other than in the ordinary course of business and (ii) any write-up or write-down of assets and(b) the cumulative effect of any change in GAAP.

�Contract� means any agreement, contract, lease, sublease, license, evidence of indebtedness for borrowed money, mortgage,indenture, credit or sale-leaseback, guaranty of any

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obligation, note, franchise, purchase order, binding bid, bond, letter of credit, instrument, security agreement, or any other undertaking,obligation or commitment to which a Person is bound, including any Oil and Gas Contracts.

�Contributed AM Interests� has the meaning given to it in the recitals to this Agreement.

�Contributed AMGP Interests� has the meaning given to it in the recitals to this Agreement.

�Contributed Interests� has the meaning given to it in the recitals to this Agreement.

�Contribution Price� has the meaning given to it in Section 2.2.



�Contributor� has the meaning given to it in the introduction to this Agreement.

�Contributor Adjustment Amount� has the meaning given to it in Section 2.6(d).

�Contributor Benefit Plan� has the meaning given to it in Section 3.7.

�Contributor Fundamental Representations� means those representations and warranties set forth in Section 3.1, Section 3.2,Section 3.3(a), Section 3.5, and Section 3.8.

�Contributor Owners� means, collectively, (i) at the Execution Date, High Mesa, Inc., a Delaware corporation, Alta MesaResources, LP, a Texas limited partnership, Galveston Bay Resources Holdings, LP, a Texas limited partnership, Petro AcquisitionsHoldings, LP, a Texas limited partnership, Petro Operating Company Holdings, Inc., a Florida corporation, Harlan H. Chappelle, anindividual residing in the State of Texas, Dale Hayes, an individual residing in the State of Texas, and Management and (ii) at theClosing Date, each of the parties listed in (i) plus Ellis.

�Contributor Released Claims� has the given to it in Section 10.3(a).

�Contributor��s Appointees� means all current and former officers, managers, directors and similar persons of any Alta MesaEntity that are or were employees of any Contributor or any of their respective Affiliates.

�Contributor��s Contributions� has the meaning given to it in Section 2.2.

�Debt� means, with respect to any Person, without duplication (i) indebtedness of such Person and its Subsidiaries forborrowed money, including, without limitation, obligations under letters of credit (but only to the extent drawn); (ii) obligations of suchPerson and its Subsidiaries evidenced by bonds, debentures, notes or other similar instruments; (iii) obligations of such Person and itsSubsidiaries to pay the deferred purchase price of property or assets (whether real, personal, or mixed, tangible or intangible) or services(including, without limitation, obligations that are non-recourse to the credit of such Person and its Subsidiaries but are secured by theassets of such Person or any of its Subsidiaries, but excluding trade accounts payable); (iv) obligations of such Person or any of itsSubsidiaries as lessee under Capital Leases and obligations of such Person or any of its Subsidiaries in respect of synthetic leases;(v) obligations

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of such Person or any of its Subsidiaries under any Hedge Contract; (vi) any obligations of such Person or any of its Subsidiaries owingin connection with any volumetric or production prepayments; (vii) obligations of such Person or any of its Subsidiaries under direct orindirect guaranties in respect of, and obligations (contingent or otherwise) of such Person or any of its Subsidiaries to purchase orotherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referredto in clauses (i) through (vi) above; and (viii) indebtedness or obligations of others of the kinds referred to in clauses (i) through(vii) secured by any Lien on or in respect of any property or assets (whether real, personal, or mixed, tangible or intangible) of suchPerson or any of its Subsidiaries.

�Debt Estimate� has the meaning given to it in Section 2.6(a).

�Deferred Compensation Plans� has the meaning given to it in Section 6.17.

�Derivative Transaction� means any swap transaction, option, warrant, forward purchase or sale transaction, futurestransaction, cap transaction, floor transaction or collar transaction relating to one or more currencies, commodities, bonds, equity



securities, loans, interest rates, catastrophe events, weather-related events, credit-related events or conditions or any indexes, or anyother similar transaction (including any option with respect to any of these transactions) or combination of any of these transactions,including collateralized mortgage obligations or other similar instruments or any debt or equity instruments evidencing or embeddingany such types of transactions, and any related credit support, collateral or other similar arrangements related to such transactions.

�Disposition� means any sale, lease, transfer, assignment, farm-out, conveyance, or other disposition of any Property(including any working interest, overriding royalty interest, production payments, net profits interest, royalty interest, or mineral feeinterest).

�Earn-Out Consideration� has the meaning given to it in Section 2.7(a)(iii).

�Earn-Out Payment� has the meaning given to it in Section 2.7(a)(iii).

�EBITDAX� means without duplication, for any Person and its Subsidiaries for any period, (a) Consolidated Net Income forsuch period plus (b) to the extent deducted in determining (i) Consolidated Net Income, Interest Expense, income taxes, depreciation,amortization, and exploration expenses, (ii) unrealized losses on Hedge Contracts and losses on Disposition of assets (including hedgemonetizations) for such period outside the ordinary course of business (other than monetization of Hedge Contracts which would haveotherwise been recognized within the 12-month period immediately following such period as a result of scheduled monthly settlementswithin such 12- month period), and (iii) other non-cash charges for such period, including non-cash losses under ASC 815 as a result ofchanges in the fair market value of derivatives but excluding, in any event, to the extent that such non-cash charges are reserved for cashcharges to be taken in the future, minus (c) to the extent included in determining Consolidated Net Income, non-cash income for suchperiod, including non-cash income under ASC 815 as a result of changes in the fair market value of derivatives, minus (d) to the extentincluded in determining Consolidated Net Income, the following gains or credits: unrealized gains on Hedge Contracts and gains onDisposition of assets (including hedge

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monetizations) outside the ordinary course of business; provided that, such EBITDAX shall be subject to pro forma adjustments forAcquisitions and Dispositions occurring during the Calculation Period assuming that such Acquisitions and/or Dispositions hadoccurred on the first day of the Calculation Period.

�Ellis� has the meaning given to it in the introduction to this Agreement.

�Emergency� means taking any and all actions and making repairs, including implementing an emergency shutdown of any orall of the Assets, that are required or appropriate to avoid, prevent or mitigate (a) imminent harm to persons or property, includinginjury, illness or death or damage to the Assets or an environmental condition; (b) violation of any applicable Law that could reasonablybe expected to result in a material loss or liability to the Alta Mesa Entities; or (c) curtailment of service on the Assets.

�Engagement Letters� means (i) the engagement letter dated July 5, 2017, by and between High Mesa, Inc. and CitigroupGlobal Markets Inc., (ii) the engagement letter dated August 15, 2017, by and between Alta Mesa Holdings LP and Morgan Stanley &Co. LLC and (iii) the engagement letter dated August 16, 2017, by and between Alta Mesa Holdings LP and Goldman Sachs & CoLLC.

�Environmental Claim� means any Claim or Loss arising out of or related to any violation of Environmental Law.

�Environmental Law� means the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §9601 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33U.S.C. § 1251 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 through 2629;



the Oil Pollution Act, 33 U.S.C. § 2701 et seq.; the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. § 11001 etseq.; the Safe Drinking Water Act, 42 U.S.C. §§ 300f through 300j; and all similar Laws of any Governmental Authority havingjurisdiction over the Assets in question addressing pollution or protection of the environment, natural resources, or human health andsafety (to the extent arising from exposure to Hazardous Materials), each as amended on or prior to the Closing Date.

�Equity Consideration� has the meaning given to it in Section 2.2(a)(ii).

�ERISA� means the Employee Retirement Income Security Act of 1974, as amended.

�Estimated Adjustment Amount� has the meaning given to it in Section 2.6(b).

�Exchange Act� means the Securities Exchange Act of 1934, as amended.

�Execution Date� means the date on which the last of the Parties executes this Agreement.

�Existing Alta Mesa Partnership Agreement� means the Fifth Amended and Restated Limited Partnership Agreement of AltaMesa Holdings, LP, dated February 24, 2017.

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�FCPA� means the United States Foreign Corrupt Practices Act of 1977.

�Final Closing Debt� has the meaning given to it in Section 2.6(c).

�Final Transaction Expenses� has the meaning given to it in Section 2.6(c).

�Financial Statements� has the meaning given to it in Section 4.12.

�Forward Purchase Agreements� means (i) the Forward Purchase Agreement between the Buyer and Riverstone VI SR IIHoldings, L.P., dated as of March 17, 2017 pursuant to which Riverstone VI SR II Holdings, L.P. agreed to purchase an aggregate of upto 40,000,000 shares of the Buyer Class A Common Stock plus an aggregate of up to 13,333,333 warrants for an aggregate purchaseprice of up to $400,000,000 or $10.00 per unit and (ii) the Forward Purchase Agreement between the Buyer and Riverstone VI SR IIHoldings, L.P., dated as of the Execution Date pursuant to which Riverstone VI SR II Holdings, L.P. agreed to purchase an aggregate ofup to 20,000,000 shares of the Buyer Class A Common Stock for an aggregate purchase price of up to $200,000,000 or $10.00 per unit.

�Founder Notes� means (i) the Second Amended and Restated Promissory Note, dated as of March 25, 2014, made byGalveston Bay Resources, LP in favor of Ellis in the original principal amount of $345,523.89, (ii) the Second Amended and RestatedPromissory Note, dated as of March 25, 2014, made by Alta Mesa in favor of Ellis in the original principal amount of $11,561,550.87,and (iii) the Second Amended and Restated Promissory Note, dated as of March 25, 2014, made by Petro Acquisitions, LP in favor ofEllis in the original principal amount of $178,278.21, in each case, as in effect on the Execution Date and as it may be amended,restated, transferred, assigned or otherwise supplemented, replaced or refinanced in accordance with the terms hereof.

�Founder Registration Rights Agreement� has the meaning given to such term in the Registration Rights Agreement.

�Fraud� means an actual and intentional misrepresentation or omission of a material fact which constitutes common lawfraud. For the avoidance of doubt, �Fraud� expressly excludes constructive fraud, equitable fraud and promissory fraud.

�GAAP� means generally accepted accounting principles in the United States.



�General Partner� has the meaning given to it in the recitals to this Agreement.

�Governmental Approval� means any declaration or notification to, filing or registration with, or order, authorization, consent,clearance or approval of, any Governmental Authority.

�Governmental Authority� means any court, tribunal, arbitrator, authority, agency, commission, regulatory body, officialinstrumentality of the United States or any other nation, or any tribal, state, county, city, local or other political subdivision or similargoverning entity.

�GP Voting Interests� has the meaning given to it in the recitals to this Agreement.

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�Hazardous Material� means and includes each substance regulated as a hazardous waste, hazardous substance, hazardousmaterial, pollutant, contaminant, or toxic substance, or otherwise under any Environmental Law, including any Hydrocarbons,explosives, radioactive materials, asbestos in any form, or polychlorinated biphenyls.

�Hedge Contract� means (a) any and all interest rate swap transactions, basis swaps, credit derivative transactions, forwardrate transactions, commodity swaps, commodity options, forward commodity contracts, deferred premium commodity contracts, equityor equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forwardbond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collartransactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similartransactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not anysuch transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the relatedconfirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by theInternational Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master.

�Highbridge� means HPS Investment Partners, LLC, a Delaware limited liability company

�HSR Act� means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

�Hydrocarbons� means oil, gas and other hydrocarbons produced or processed in association therewith, or any combinationthereof, and any minerals produced in association therewith, including all crude oil, gas, casinghead gas, condensate, natural gas liquids,and other gaseous or liquid hydrocarbons (including ethane, propane, iso-butane, nor-butane and gasoline) of any type or composition.

�Income Tax� means any U.S. federal, state or local or foreign income Tax or Tax based on profits, net profits, margin,revenues, gross receipts or similar measure.

�Indebtedness� means, with respect to any Person and without duplication, (i) all indebtedness for borrowed money of suchPerson and all other indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which suchPerson is liable, (ii) all indebtedness secured by any Lien on property owned subject to such Lien whether or not the indebtednesssecured has been assumed, (iii) any liabilities in respect of any lease of real or personal property (or a combination thereof), whichliabilities are required to be classified and accounted for under GAAP as a capital lease, (iv) all obligations in respect of letters of credit,to the extent drawn; (v) all obligations of such Person to pay the deferred purchase price of property, equipment or services (other thanaccounts payable in the ordinary course of business); (vi) all indebtedness created or arising under any conditional sale or other titleretention agreement with respect to property acquired; (vii) all guarantees with respect to liabilities of another Person of a type



described in any of clauses (i) through (vi) above for the payment of which such first Person may be liable and (viii) any accruedinterest, premiums, penalties and

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other fees and expenses that are required to be paid by such Persons in respect of obligations referred to in clauses (i) through (vii) ofthis definition (excluding prepayment penalties under capital leases to the extent such capital leases are not required to be repaid inconnection with the Transactions).

�Independent Accounting Firm� means KPMG LLP, or, if such firm declines to act as the Independent Accounting Firm, anindependent accounting firm of national reputation that is selected by mutual agreement of the Contributor and Buyer or, if theContributor and Buyer do not reach mutual agreement on the independent accounting firm to be selected within five (5) days after eitherParty first receives written notice from the other requesting such mutual agreement in connection with a requirement for suchIndependent Accounting Firm under this Agreement, then Buyer shall designate one firm of independent public accountants of goodstanding and the Contributor shall designate another firm of independent public accountants of good standing, and the representatives ofsuch firms shall select a third firm of independent public accountants of good standing, which third firm shall serve as the independentaccounting firm for purposes of this Agreement.

�Independent Petroleum Engineers� has the meaning given to it in Section 4.18(a).

�Inorganic Acquisition CapEx� means capital expenditures used for acquisitions (by merger, consolidation, or acquisition ofstock or assets or otherwise) of any corporation, partnership, limited liability company, or other business organization or division thereofor any Oil and Gas Properties, by purchase, lease or otherwise, of more than $1.0 million in a single transaction or series of relatedtransactions in the following counties located in the State of Oklahoma: Kingfisher, Garfield, Canadian, Blaine, Major, Dewey,Woodward, Logan and Oklahoma, where Alta Mesa does not at the Execution Date have an existing Hydrocarbon interest of 25% ormore in any of the direct or indirect target properties. Add-on acquisitions to post-July 1, 2017 acquisitions for which InorganicAcquisition CapEx was expended shall also constitute Inorganic Acquisition CapEx.

�Insurance Policies� has the meaning given to it in Section 4.8.

�Interest� means, with respect to any Person: (a) capital stock, membership interests, partnership interests, other equityinterests, rights to profits or revenue and any other similar interest of such Person; (b) any security or other interest convertible into orexchangeable or exercisable for any of the foregoing; and (c) any right (contingent or otherwise) to acquire any of the foregoing.

�Interest Expense� means, for any Person and its Subsidiaries for any period, total interest, letter of credit fees, and other feesand expenses incurred in connection with any Debt for such period, whether paid or accrued, including, without limitation, allcommissions, discounts and other fees and charges owed with respect to letters of credit and bankers� acceptance financing and netcosts under Interest Hedge Agreements, all as determined in conformity with GAAP.

�Interest Hedge Agreement� mean, with respect to any Person, a Hedge Contract between such Person or any of itsSubsidiaries, on the one hand, and one or more financial

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institutions, on the other hand, providing for the exchange of nominal interest obligations between such Person or any of its Subsidiariesand such financial institution or the cap of the interest rate on any Debt of such Person or any of its Subsidiaries.



�Interim Financials� has the meaning given to it in Section 4.12(b).

�Interim Period� has the meaning given to it in Section 6.2(a).

�IPO� has the meaning given to it in Section 11.13.

�IRS� means the Internal Revenue Service.

�Joinder Agreement� means that Joinder Letter dated as of the Execution Date by Silver Run Sponsor, LLC, Thomas J.Walker, Stephen S. Coats, James T. Hackett, William D. Gutermuth, Jeffrey H. Tepper and Diana J. Walters in favor of KingfisherHoldco, LLC and the Contributor concerning the Support Letter described therein.

�Kingfisher� means Kingfisher Midstream, LLC, a Delaware limited liability company.

�Kingfisher Closing� means the �Closing� as defined in the Kingfisher Contribution Agreement.

�Kingfisher Contribution Agreement� means that certain Contribution Agreement, dated as of the Execution Date, by andamong Kingfisher Midstream, LLC, the Kingfisher Contributor, Buyer and, solely for limited purposes set forth therein, the equityholders of the Kingfisher Contributor.

�Kingfisher Contributor� has the meaning given to the term �Contributor� in the Kingfisher Contribution Agreement.

�Knowledge� means, (a) when used in a particular representation or warranty in this Agreement with respect to anyContributor, the actual knowledge after reasonable inquiry of the individuals listed on Schedule 1.1-K(a) and (b) when used in aparticular representation or warranty in this Agreement with respect to the Alta Mesa Parties, the actual knowledge after reasonableinquiry of the individuals listed on Schedule 1.1-K(b) and (c) when used in a particular representation or warranty in this Agreementwith respect to Buyer, the actual knowledge after reasonable inquiry of the individuals listed on Schedule 1.1-K(c).

�Laws� means all laws (including common law), statutes, rules, regulations, ordinances, and orders of any GovernmentalAuthority.

�Leverage Ratio� shall mean, with respect to a particular Person, as of a certain date, the ratio of (a) all Debt (other thanobligations under Hedge Contracts) of such Person and its Subsidiaries (net of any Cash of such Person and its Subsidiaries) as of suchdate to (b) EBITDAX of such Person and its Subsidiaries for the Calculation Period.

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�Liabilities� of any Person means any direct or indirect liability, indebtedness, obligation, commitment, expense, claim,deficiency, guaranty or endorsement, whether accrued, absolute, contingent, matured, unmatured or other.

�Lien� means any mortgage, pledge, security interest, lien or other similar encumbrance.

�Liquidity Event� means:

(a) The consummation of any merger, reorganization, business combination or consolidation of the Buyer that results inany Person (other than an Affiliate of the Contributor, which for purposes of the definition of Liquidity Event, shall not give effect to thelast sentence of the definition of Affiliate) becoming the Beneficial Owner of more than fifty percent (50%) of the combined votingpower of the voting securities of the Buyer or the surviving company or the parent of such surviving company;



(b) The consummation of a sale or disposition by the Buyer of all or substantially all of the Buyer�s assets, other than asale or disposition if the holders of the voting securities of the Buyer outstanding immediately prior thereto hold securities immediatelythereafter which represent more than fifty percent (50%) of the combined voting power of the voting securities of the acquiror, or parentof the acquiror, of such assets, or the stockholders of the Buyer approve a plan of complete liquidation or dissolution of the Buyer; or

(c) The consummation of any transaction described in the foregoing clauses (a) or (b) following which the votingsecurities of the Buyer outstanding immediately prior thereto are no longer traded on a national securities exchange or registered underSection 12(b) or (g) under the Exchange Act.

�Loss� means any and all judgments, liabilities, amounts paid in settlement, damages, fines, penalties, deficiencies, losses andexpenses (including interest, court costs, reasonable fees of attorneys, accountants and other experts or other reasonable expenses oflitigation or other Proceedings or of any claim, default or assessment).

�Management� means AM Equity Holdings, LP, a Texas limited partnership.

�Management Services Agreement� means the Management Services Agreement to be entered into among Alta Mesa andHigh Mesa Inc. in substantially the form attached hereto as Exhibit F, pursuant to which Alta Mesa will provide management services tothe Contributor with respect to the assets distributed in the Pre-Closing Reorganization.

�Material Adverse Effect� means any occurrence, condition, change, development, event, circumstance or effect that,individually or in the aggregate, (i) is or would reasonably be expected to be materially adverse to the business, properties, Assets,condition (financial or otherwise) or results of operations on the Alta Mesa Entities taken as a whole or (ii) prevents, materially delaysor materially impairs the ability of the Contributor or the Alta Mesa Parties from performing their obligations under this Agreement orto consummate the Transactions; provided, however, in no event shall any of the following, either alone or in combination with anyother occurrence, condition, change, development, event, circumstance or effect, constitute a Material Adverse Effect pursuant to clause(i) only: any occurrence, condition, change,

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development, event, circumstance or effect directly or indirectly resulting from (a) any change in economic conditions generally,including any change in markets for, or prices of, Hydrocarbons, or other commodities or supplies; (b) any change in general regulatory,social or political conditions, including any acts of war, sabotage or terrorist activities; (c) any change affecting the industry in which theAlta Mesa Entities conduct their business; (d) any change in the financial, banking, credit, securities or capital markets (including anysuspension of trading in, or limitation on prices for, securities on any stock exchange or any changes in interest rates) or any change inthe general national or regional economic or financial conditions; (e) any change in any Laws (including Environmental Laws) orGAAP; (f) any effects of weather (including any impact on customer use patterns), geological or meteorological events or other naturaldisaster; (g) any actions to be taken pursuant to the express terms of this Agreement, or taken at the request of or with the consent ofBuyer; (h) the announcement or pendency of the Transactions; and (i) any failure by Alta Mesa to meet internal or publishedprojections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics for any period (butnot the events contributing to or causing such failure) provided further, however, that any occurrence, condition, change, development,event, circumstance or effect referred to in clauses (a), (b), (c), (d), (e) or (f) immediately above shall be taken into account indetermining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent that suchoccurrence, condition, change, development, event, circumstance or effect has a disproportionate effect on the business, Assets,conditions (financial or otherwise) or results of operations of the Alta Mesa Entities compared to other participants in the industries inwhich such affected Person conducts their businesses.

�Material Contracts� has the meaning given to it in Section 4.16(a).



�NASDAQ� means the NASDAQ Capital Market.

�Notice� has the meaning given to it in Section 11.1(a).

�OFAC� means the U.S. Department of the Treasury�s Office of Foreign Assets Control.

�Oil and Gas Contracts� means any of the following types of Contracts (other than, in each case, an Oil and Gas Lease): allfarm-in and farm-out agreements, areas of mutual interest agreements, joint venture agreements, development agreements, productionsharing agreements, operating agreements, unitization, pooling and communitization agreements, declarations and orders, divisionorders, transfer orders, oil and gas sales agreements, exchange agreements, gathering and processing contracts and agreements, drilling,service and supply contracts, geophysical and geological contracts, land broker, title attorney and abstractor contracts, leases of personalproperty used or held for use primarily in connection with Oil and Gas Properties and all other contracts relating to Hydrocarbons,revenues therefrom or operations with respect thereto and all claims and rights thereto, and, in each case, all rights, titles and intereststhereunder.

�Oil and Gas Leases� means all leases, subleases, licenses or other occupancy or similar agreements under which a Personleases, subleases or licenses or otherwise acquires or obtains operating rights in and to Hydrocarbons.

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�Oil and Gas Properties� means all interests in and rights with respect to (a) oil, gas, mineral, and similar properties of anykind and nature, including working, leasehold and mineral interests and operating rights and royalties, overriding royalties, productionpayments, net profit interests and other non-working interests and non-operating interests (including all rights and interests derived fromOil and Gas Leases, operating agreements, unitization and pooling agreements and orders, division orders, transfer orders, mineraldeeds, royalty deeds, and in each case, interests thereunder), fee interests, reversionary interests, back-in interests, reservations andconcessions and (b) all wells located on or producing from such leases and properties described in clause (a).

�Order� means any writ, judgment, decree, injunction or award issued, or otherwise put into effect by or under the authority ofany court, administrative agency, or other Governmental Authority (in each such case whether preliminary or final).

�Organic CapEx� means capital expenditures used for (a) drilling, completions, infrastructure and other capital projects ofAlta Mesa in the normal course of business or (b) acquisitions (by merger, consolidation, or acquisition of stock or assets or otherwise)of any corporation, partnership, limited liability company, or other business organization or division thereof or any Oil and GasProperties, by purchase, lease or otherwise, in the following counties located in the State of Oklahoma: Kingfisher, Garfield, Canadian,Blaine, Major, Dewey, Woodward, Logan and Oklahoma, where Alta Mesa currently has an existing Hydrocarbon interest in such targetproperties.

�Organizational Documents� means with respect to any Person, the articles or certificate of incorporation, formation ororganization and by-laws, the limited partnership agreement, the partnership agreement or the limited liability company agreement, andsuch other organizational documents of such Person, including those that are required to be registered or kept in the place ofincorporation, organization or formation of such Person or which establish the legal personality of such Person.

�Outside Date� has the meaning given to it in Section 9.1(d).

�PARs� has the meaning given to it in Section 6.17(a).

�PARs Plan� has the meaning given to it in Section 6.17(a).



�Partnership� has the meaning given to it in the recitals to this Agreement.

�Partnership Warrants� means warrants exercisable for Common Units on the terms and conditions identical to warrants topurchase Buyer Class A Common Stock outstanding on the Execution Date.

�Party� or �Parties� has the meaning given to it in the introduction to this Agreement.

�Permits� means all licenses, permits, certificates of authority, authorizations, approvals, registrations, waivers, exemptions,franchises and similar consents granted by a Governmental Authority.

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�Permitted Lien� means (a) any Lien for Taxes, impositions, assessments, fees, rents or other governmental charges levied orassessed or imposed (i) not yet due or delinquent or (ii) being contested in good faith by or on behalf of any Alta Mesa Entity byappropriate Proceedings and for which adequate reserves have been established in accordance with GAAP, (b) any statutory or otherLien arising in the ordinary course of business by operation of Law with respect to a liability that is not yet due or delinquent or whichis being contested in good faith by or on behalf of any Alta Mesa Entity, (c) all matters, both general and specific, that are disclosed(whether or not subsequently deleted or endorsed over) on any survey or in any title policies insuring an Alta Mesa Real Property or anycommitments therefor that have been made available to Buyer prior to the Execution Date or obtained by or on behalf of Buyer,(d) purchase money Liens arising in the ordinary course of business, (e) any other imperfection or irregularity of title and other Liensthat would not reasonably be expected to materially interfere with or impair the use of the property burdened thereby, (f) zoning,planning, regulatory and other similar limitations and restrictions, all rights of any Governmental Authority to regulate the Alta MesaReal Property, and all matters of record, none of which, individually or in the aggregate, materially impairs the continued use andoperation of the Alta Mesa Real Property to which they relate in the conduct of the Alta Mesa Entities� business as presently conductedthereon, (g) the terms and conditions of the Permits of any Alta Mesa Entity or the Contracts listed on Schedule 4.17(a), (h) pledges anddeposits made in the ordinary course of business in compliance with workers� compensation, unemployment insurance and other socialsecurity Laws, (i) Liens expressly identified in the Financial Statements and (j) the matters identified on Schedule 1.1-PL.

�Person� means any natural person, corporation, general partnership, limited partnership, limited liability company,proprietorship, other business organization, trust, union, association or Governmental Authority.

�Pre-Closing Reorganization� has the meaning given to it in Section 6.14.

�Pre-Closing Tax Period� means any Tax period ending before the Closing Date and that portion of any Straddle Periodending at the end of the day immediately prior to the Closing Date.

�Preferred Stock Designation� has the meaning given to it in Section 2.5(g).

�Proceeding� means any complaint, lawsuit, action, suit, claim (including claim of a violation of Law) or other proceeding atLaw or in equity or Order or ruling, in each case by or before any Governmental Authority or arbitral tribunal.

�Production Burdens� means any royalties (including lessor�s royalties), overriding royalties, production payments, net profitinterests or other burdens upon, measured by or payable out of oil, gas or mineral production.

�Property� of any Person means any property or assets (whether real, personal, or mixed, tangible or intangible) of suchPerson.



�Prospectus� has the meaning given to it in Section 11.13.

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�Proxy Statement� has the meaning given to it in Section 6.9(a).

�Public Official� has the meaning given to it in Section 4.11(a).

�Real Property Leases� has the meaning given to it in Section 4.17(a).

�Records� means the Alta Mesa Parties� books, records and files, including all Contracts and any and all title, Tax, financial,technical, engineering, environmental and safety records and information; provided that the foregoing shall expressly exclude anyrecords or other information relating to bids received from others in connection with the Transactions and information and analysis(including financial analysis) relating to such bids.

�Registration Rights Agreement� means the Registration Rights Agreement to be entered into among Buyer, the Contributor,the Kingfisher Contributor and the Riverstone Contributor, in substantially the form attached hereto as Exhibit G.

�Related Party Transaction� has the meaning given to it in Section 4.24.

�Related Persons� has the meaning given to it in Section 10.3(a).

�Release� means any depositing, spilling, leaking, pumping, pouring, placing, emitting, discarding, abandoning, emptying,discharging, injecting, escaping, leaching, dumping, or disposing.

�Representatives� means, as to any Person, its officers, directors, employees, managers, members, partners, shareholders,owners, counsel, accountants, financial advisers and consultants.

�Reserve Report� has the meaning given to it in Section 4.18(a).

�Reserved Units� means 1,000,000 of the Common Units and 1,000,000 of the shares of Buyer Class C Common Stockreceived by the Contributor pursuant to Section 2.2(a)(i) and Section 2.2(b), respectively.

�Restrictive Legend� has the meaning given to it in Section 2.2(c).

�Riverstone Closing� means the �Closing� as defined in the Riverstone Contribution Agreement.

�Riverstone Contribution Agreement� means that certain Contribution Agreement, dated as of the Execution Date, by andbetween the Riverstone Contributor and Buyer.

�Riverstone Contributor� has the meaning given to it in the recitals to this Agreement.

�Sanctioned Entity� means (a) an agency of the government of, (b) an organization directly or indirectly owned or controlledby, or (c) an individual that acts on behalf of, a country or territory that is subject to, or the target of, Sanctions, including a sanctionsprogram identified on the list maintained by OFAC and available at

19



http://www.treas.gov/offices/enforcement/ofac/programs, or as otherwise published from time to time, to the extent that such programadministered by OFAC is applicable to any such agency, organization or person.

�Sanctioned Person� means a person named on the list of Specially Designated Nationals or Blocked Persons maintained byOFAC available at http://www.treas.gov/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time or anyother Sanctions-related list maintained by an applicable Governmental Authority.

�Sanctions� means any sanctions imposed, administered or enforced from time to time by any applicable GovernmentalAuthority, including those administered by OFAC, the U.S. Department of State, Her Majesty�s Treasury, the United Nations, theEuropean Union, or any agency or subdivision of any of the foregoing, including any regulations, rules, and executive orders issued inconnection therewith.

�Schedules� means the schedules attached to this Agreement.

�SEC� means the Securities and Exchange Commission.

�Special Meeting� has the meaning given to it in Section 6.9.

�Stockholder Proposals� has the meaning given to it in Section 7.7.

�Straddle Period� has the meaning given to it in Section 6.6(a).

�Subsidiary� means, with respect to a Person, any Person, whether incorporated or unincorporated, of which (a) at least 50%of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or otherPersons performing similar functions, (b) a general partner interest or (c) a managing member interest, is directly or indirectly owned orcontrolled by the subject Person or by one or more of its respective Subsidiaries.

�Tax� or �Taxes� means any federal, state, local or foreign income, gross receipts, branch profits, license, payroll,employment, excise, severance, stamp, occupation, premium, windfall profits, escheat, environmental, customs duties, capital stock,franchise, profits, withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer,registration, ad valorem, value added, alternative or add-on minimum or estimated tax or other tax of any kind whatsoever, includingany interest, penalty or addition thereto, whether disputed or not and including any obligation to indemnify or otherwise assume orsucceed to the Tax liability of any other Person by Law, by Contract or otherwise.

�Tax Allocation Statement� has the meaning given to it in Section 6.6(h).

�Tax Matter� has the meaning given to it in Section 6.6(d)(i).

�Tax Proceeding� means any audit, litigation or other Proceeding with respect to Taxes.

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�Tax Return� means any return, declaration, report, claim for refund or information return or statement of any kind relating toTaxes, including any schedule or attachment thereto, and including any amendment thereof, filed or required to be filed with any TaxingAuthority.



�Taxing Authority� means, with respect to any Tax, the Governmental Authority that imposes or purports to impose such Tax,and the agency (if any) charged with collection of such Tax for such Governmental Authority.

�Tax Receivables Agreement� means the Tax Receivables Agreement to be entered into among Buyer and the Contributor, insubstantially the form attached hereto as Exhibit H.

�Transaction Confidentiality Agreement� has the meaning given to it in Section 6.12(a).

�Transaction Expenses� means without duplication, (i) all Advisor Expenses, minus the lesser of (A) $10,000,000 or (B) 50%of such Advisor Expenses, (ii) all fees, costs, expenses (to the extent unpaid as of the Closing Date) incurred by or on behalf of the AltaMesa Parties or their Subsidiaries in connection with or incidental to preparing for the potential initial public offering of Alta MesaResources, Inc. or any other affiliates or successors of the Alta Mesa Parties, including all of the fees and expenses of legal, accounting,tax, financial and other advisors (and all Taxes payable in connection with such amounts), (iii) to the extent not satisfied in full prior toor contemporaneously with the Closing (provided that Cash Consideration is not used to fund any such obligation), any sale, �stay-around,� retention, change of control or transaction bonuses, severance payments, commission or other similar bonuses or paymentspayable to current or former employees, directors or consultants of the Alta Mesa Entities as a result of or in connection with theTransactions; (iv) to the extent not satisfied in full prior to the Closing, all employer-side employment, social insurance and other Taxesrelated to payments made in respect of any of the foregoing; and (v) to the extent not satisfied in full prior to or contemporaneously withthe Closing (provided that Cash Consideration is not used to fund any such obligation), any outstanding obligations and liabilitiesrelating to PARs, the PARs Plan and the Deferred Compensation Plans, including the employer portion of any related Taxes.

�Transaction Expenses Estimate� has the meaning given to it in Section 2.6(a).

�Transactions� means the transactions contemplated by this Agreement and the Ancillary Agreements.

�Transfer Taxes� means all transfer, sales, use, goods and services, value added, documentary, stamp duty, transfer,conveyance, registration, and other similar Taxes, duties, fees or charges incurred in connection with this Agreement and theTransactions.

�Trust Account� means that certain trust account at J.P. Morgan Chase Bank, N.A. established by Buyer into which a portionof the proceeds received by Buyer from its IPO have been deposited for the benefit of Buyer�s public stockholders.

�Trust Agreement� means the Investment Management Trust Agreement dated as of March 23, 2017, by and between Buyerand the Trustee.

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�Trustee� means Continental Stock Transfer & Trust Company, acting as trustee of the Trust Account.

�UK Bribery Act� means the United Kingdom Bribery Act 2010.

�Willful and Material Breach� shall mean a material breach that is a consequence of an act undertaken by the breaching Partywith the actual knowledge and intent that the taking of such act would constitute a breach of this Agreement.

1.2 Rules of Construction.



(a) All article, section, subsection, schedules and exhibit references used in this Agreement are to articles, sections,subsections, schedules and exhibits to this Agreement unless otherwise specified. The exhibits and schedules attached to thisAgreement constitute a part of this Agreement and are incorporated herein for all purposes.

(b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used asanother part of speech (such as a verb). Unless the context of this Agreement clearly requires otherwise, words importing the masculinegender shall include the feminine and neutral genders and vice versa. The words �includes� or �including� shall mean �includingwithout limitation,� the words �hereof,� �hereby,� �herein,� �hereunder� and similar terms in this Agreement shall refer to thisAgreement as a whole and not any particular section or article in which such words appear and any reference to a Law shall include anyrules and regulations promulgated thereunder, and any reference to any Law in this Agreement shall only be a reference to such Law asof the Execution Date. Currency amounts referenced herein are in U.S. Dollars. Terms defined in the singular have the correspondingmeanings in the plural, and vice versa.

(c) Time is of the essence in this Agreement. Whenever this Agreement refers to a number of days, such number shallrefer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not aBusiness Day, then such action may be validly taken on or by the next day that is a Business Day.

(d) All accounting terms used herein and not expressly defined herein shall have the meanings given to them underGAAP.

(e) Each Party acknowledges that it and its attorneys have been given an equal opportunity to negotiate the terms andconditions of this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting Partyor any similar rule operating against the drafter of an agreement shall not be applicable to the construction or interpretation of thisAgreement.

(f) Unless otherwise indicated, with respect to any Alta Mesa Entity, the terms �ordinary course of business� or�ordinary course� shall be deemed to refer to the ordinary conduct of business in a manner consistent with the past practices andcustoms of such Alta Mesa Entity. All representations and warranties of the Alta Mesa Entities assume that the Pre-ClosingReorganization have been effected in full prior to the Execution Date.

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ARTICLE IICONTRIBUTION AND CLOSING

2.1 Buyer Contribution. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyershall contribute to the Partnership, as a capital contribution, cash in the amount of the Available Funds (the �Buyer Contribution�) inexchange for the issuance by the Partnership to Buyer of (a) a number of common units representing limited partner interests in thePartnership (�Common Units�) equal to the number of shares of Buyer Class A Common Stock outstanding at the Closing after theconsummation of the Transactions (including shares of Buyer Class A Common Stock that are issued at the consummation of theTransactions upon conversion of the Buyer Class B Common Stock) and after any exercise by the holders of shares of Buyer Class ACommon Stock of the Buyer Stockholder Redemption Right and (b) a number of Partnership Warrants equal to the number of BuyerWarrants outstanding at the Closing after the consummation of the Transactions.

2.2 Contributor��s Contributions.

(a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, each Contributor shallcontribute, assign, transfer, convey and deliver to the Partnership, free and clear of all Liens (other than transfer restrictions underapplicable securities Laws), and Buyer shall cause the Partnership to accept from each Contributor, all of the Contributed Interestsowned by the Contributor (collectively, the �Contributor��s Contributions�). As consideration for the Contributor�s Contributions,



subject to the adjustments set forth in Section 2.6, Buyer shall or shall cause the Partnership to pay and deliver the following aggregateconsideration (subject to adjustment, and as adjusted pursuant to Section 2.6, the �Contribution Price�):

(i) to the Contributor, (A) 220,000,000 Common Units, plus (B) a number of Common Units equal to the grossdollar amount invested by Alta Mesa in Inorganic Acquisition CapEx from July 1, 2017 through the Closing Date divided by$10.00 per Common Unit minus (C) a number of Common Units equal to the gross dollar amount contributed by theRiverstone Contributor to Alta Mesa pursuant to the Alta Mesa Partnership Agreement) from July 1, 2017 through the ClosingDate divided by $10.00 per Common Unit, minus (D) a number of Common Units equal to the Estimated Adjustment Amountdivided by $10.00 per Common Unit;

(ii) to (A) Bayou City, one share of Buyer Series A Preferred Stock, (B) Highbridge, one share of BuyerSeries A Preferred Stock and (C) Management, one share of Buyer Series A Preferred Stock (each such share of BuyerSeries A Preferred Stock, together with the Common Units to be issued to the Contributor under clause (a)(i), the �EquityConsideration�);

(iii) to Alta Mesa, cash in the amount of (A) SIX HUNDRED MILLION AND NO/100 DOLLARS($600,000,000.00) minus (B) the gross dollar amount contributed by the Riverstone Contributor to Alta Mesa pursuant to theAlta Mesa Partnership Agreement from July 1, 2017 through the Closing Date (such cash in the amount of such difference, the�Cash Consideration�); and

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(iv) to the Contributor, the Earn-Out Consideration pursuant to the terms of Section 2.7(a).

(b) In addition, at the Closing, Buyer shall issue to Contributor, a number of shares of Buyer Class C Common Stockequal to the number of Common Units issued to the Contributor pursuant to Section 2.2(a)(i), and the Contributor shall separately payBuyer an amount of cash equal to the number of shares of Buyer Class C Common Stock received multiplied by the par value of suchshares.

(c) Prior to the Adjustment Determination Date, the Contributor shall retain and not transfer or assign to any Person orpledge or otherwise subject to any Lien the Reserved Units. To the extent certificated, the Reserved Units shall be imprinted with alegend sufficient to identify the restriction on transfer thereof set forth in this Section 2.2(c) (the �Restrictive Legend�).

(d) Not later than two Business Days prior to the expected Closing Date, the Contributor shall deliver a statementcontaining the Contributor�s good faith estimate of the Equity Consideration, Cash Consideration and Banking Fees, together withreasonable supporting information and calculations.

2.3 Closing. Closing shall take place at the offices of Haynes and Boone, LLP, 1221 McKinney Street, Suite 2100,Houston, Texas 77010 at 10:00 A.M. local time on the third Business Day after the conditions to Closing set forth in Articles VII andVIII (other than those conditions that by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of thoseconditions) have been either satisfied or waived by the Party for whose benefit such conditions exist, or on such other date and at suchother time and place as Buyer and the Contributor mutually agree in writing. All actions listed in Section 2.4 or 2.5 that occur on theClosing Date shall be deemed to occur simultaneously at Closing. The Closing shall be effective for all purposes at 12:01 A.M., localtime, in Houston, Texas, on the Closing Date.

2.4 Closing Deliveries by the Contributor. At Closing, the Contributor shall deliver, or shall cause to be delivered, thefollowing:

(a) to Buyer and the Partnership, a duly executed counterpart of the A&R LP Agreement, executed by the Contributor;



(b) to Buyer, a duly executed counterpart of the Alta Mesa GP Voting Agreement, executed by the Contributor Ownersand Alta Mesa GP;

(c) to Buyer, a duly executed counterpart of a limited liability company agreement of Alta Mesa Holdings GP, LLC, insubstantially the form of the A&R Alta Mesa GP LLC Agreement with an Affiliate of Buyer as a substitute member in place of GPHoldings, executed by the Contributor Owners;

(d) to Buyer, a duly executed counterpart of the Management Services Agreement, executed by High Mesa Inc. and AltaMesa;

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(e) to Buyer, a duly executed counterpart of the Registration Rights Agreement, executed by the Contributor;

(f) to Buyer, a duly executed counterpart of the Tax Receivables Agreement, executed by the Contributor;

(g) to Buyer and the Partnership, a certification of non-foreign status in the form prescribed by Treasury RegulationSection 1.1445-2(b);

(h) to Buyer, a certificate duly executed by an authorized Person of the Contributor, certifying that the conditions setforth in Sections 7.1 and 7.3 with respect to the Contributor have been fulfilled;

(i) to Buyer, a certificate of Alta Mesa GP (on behalf of itself and on behalf of Alta Mesa), dated as of the Closing Date,signed by an authorized person of Alta Mesa GP, certifying that the conditions set forth in Section 7.2 have been fulfilled; and

(j) to Buyer, such other certificates, instruments, and documents required by this Agreement or as may be reasonablyrequested by Buyer or the Partnership to carry out the intent and purposes of this Agreement.

2.5 Closing Deliveries by Buyer. At Closing, Buyer shall deliver, or shall cause to be delivered, the following:

(a) to the financial advisors party to the Engagement Letters, wire transfers to such accounts as the Contributor shall havenotified Buyer at least two Business Days prior to the Closing Date, in an aggregate amount equal to the Banking Fees;

(b) to Alta Mesa, by wire transfers of immediately available funds to such accounts as Alta Mesa shall have notifiedBuyer at least two Business Days prior to the Closing Date, an amount equal to the Cash Consideration.

(c) to the Contributor, a duly executed counterpart of the A&R LP Agreement, executed by Buyer and the GeneralPartner;

(d) to the Contributor, a duly executed counterpart of the Alta Mesa Voting Agreement, executed by Buyer;

(e) to the Contributor, a duly executed counterpart of the Registration Rights Agreement, executed by Buyer;

(f) to the Contributor, a duly executed counterpart of the Tax Receivables Agreement executed by Buyer;



(g) to the Contributor, a copy of the Certificate of Preferred Stock Designation, in substantially the form attached heretoas Exhibit I (the �Preferred Stock Designation�), providing for the establishment of the three shares of Buyer Series A Preferred Stock,and a copy of the A&R Certificate of Incorporation, in substantially the form attached hereto as Exhibit J,

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each file stamped by the Delaware Secretary of State evidencing that the same has been accepted for filing and filed by the DelawareSecretary of State;

(h) to the Contributor, a certificate of Buyer, dated as of the Closing Date, signed by an authorized Person of Buyer,certifying that the conditions set forth in Sections 8.1 and 8.2 have been fulfilled;

(i) to the Contributor, the Equity Consideration;

(j) to the Contributor, evidence, in form and substance reasonably satisfactory to the Contributor, demonstrating theresignation or removal of all of Buyer�s officers, the appointment of the officers of Alta Mesa GP as officers of Buyer, thereconstitution of the Buyer Board to contain eleven members and, pursuant to the Preferred Stock Designation, the appointment of(i) one individual designated by Bayou City to the Buyer Board, (ii) one individual designated by Highbridge to the Buyer Board and(iii) two individuals designated by Management; and

(k) to the Contributor, such other certificates, instruments, and documents required by this Agreement or as may bereasonably requested by the Contributor to carry out the intent and purposes of this Agreement.

2.6 Contribution Price Adjustments.

(a) The Contributor and Buyer shall cooperate and shall (in the case of the Contributor, prior to the Closing and, in thecase of Buyer, from and after Closing) exercise commercially reasonable efforts to provide each other access to the books, records andemployees of the Alta Mesa Entities, during normal business hours, as are reasonably requested in connection with the mattersaddressed in this Section 2.6. Not later than two Business Days prior to the expected Closing Date, the Contributor shall deliver astatement containing the Contributor�s good faith estimates, in accordance with the Accounting Principles, of (i) the Closing Debt (the�Debt Estimate�), and (ii) the Transaction Expenses (the �Transaction Expenses Estimate�), together with reasonable supportinginformation and calculations.

(b) The �Estimated Adjustment Amount,� shall mean an amount equal to (A) the Debt Estimate, plus (B) theTransaction Expenses Estimate.

(c) Within sixty (60) days after the Closing Date, Buyer shall deliver a statement (the �Closing Date Statement�)containing Buyer�s good faith calculation of (i) the Closing Debt, and (ii) Transaction Expenses, together with reasonable supportinginformation and calculations. The Closing Date Statement shall be prepared in accordance with the Accounting Principles. If theContributor objects to the Closing Date Statement, then they shall provide Buyer with written notice thereof within 30 days after theContributor�s receipt of the Closing Date Statement and shall include reasonable detail regarding such specific objections together withsupporting documentation. If Buyer and the Contributor fail to agree on such disputed items contained in the Closing Date Statementwithin thirty (30) days from delivery by the Contributor to Buyer of the Contributor�s objection notice, then any Party may refer suchdispute to the Independent Accounting Firm, and the Parties shall direct the Independent Accounting Firm to make a final and bindingdetermination as to all matters in dispute (and only such matters) on a timely basis (and in any event within sixty (60) days after itsengagement) and to promptly notify the Parties

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in writing of its resolution; provided that the Parties shall not permit the Independent Accounting Firm to assign a value to anyparticular item greater than the greatest value for such item claimed by any Party or less than the lowest value for such item claimed byany Party (except to the extent that the resolution of a disputed item results in a corresponding change to any other item). TheIndependent Accounting Firm shall not have the power to modify or amend any term or provision of this Agreement. Buyer, on the onehand, and the Contributor, on the other hand, shall each bear and pay one-half of the fees and other costs charged by the IndependentAccounting Firm. If the Contributor does not object to the Closing Date Statement within the time period and in the manner set forth inthe third sentence of this Section 2.6(c) or if the Contributor accepts the Closing Date Statement, the Closing Debt and the TransactionExpenses as set forth on the Closing Date Statement shall become final and binding upon the Parties for all purposes hereunder. If theContributor does object to the Closing Date Statement within the time period and in the manner set forth in the third sentence of thisSection 2.6(c), then the Closing Date Statement shall become final and binding for all purposes hereunder except with respect to, andonly to the extent of, those matters expressly objected to by the Contributor in such objection; provided that where any matter to whichthe Contributor expressly objects would, if decided in the Contributor�s favor, warrant an adjustment to any other amount set forth onthe Closing Date Statement, then notwithstanding the foregoing, such other amount shall become final and binding only after the matterto which the Contributor expressly objects has been resolved and all applicable adjustments necessarily stemming therefrom have beenmade. The Closing Debt as finally determined in accordance with this Section 2.6(c) shall be referred to as the �Final Closing Debt�and the Transaction Expenses as finally determined in accordance with this Section 2.6(c) shall be referred to as the �Final TransactionExpenses.� Each of the Contribution Price adjustments contained in this Section 2.6 shall be calculated in a manner as to avoid doublecounting any item.

(d) The �Adjustment Amount�, which may be positive or negative, shall mean the amount equal to (A) EstimatedClosing Debt minus the Final Closing Debt, plus (B) the Estimated Transaction Expenses minus the Final Transaction Expenses.

(i) If the Adjustment Amount is a positive number, then Buyer shall cause the Partnership to issue to theContributor within five Business Days after such amount is so agreed or determined (the �Adjustment Determination Date�) anumber of Common Units (rounded up or down to the nearest whole Common Unit) equal to the Adjustment Amount dividedby $10.00. In addition, Buyer shall issue to Contributor, a number of shares of Buyer Class C Common Stock equal to thenumber of Common Units issued to the Contributor pursuant to this Section 2.6(d)(i), and the Contributor shall separately payBuyer an amount of cash equal to the number of shares of Buyer Class C Common Stock received pursuant to thisSection 2.6(d)(i) multiplied by the par value of such shares.

(ii) If the Adjustment Amount is a negative number (the absolute value of such number, the �ContributorAdjustment Amount�), then, within five Business Days after the Adjustment Determination Date:

(A) if the Contributor Adjustment Amount does not exceed the value of the Reserved Units on theAdjustment Determination Date (as calculated in accordance with clause (e) below), (x) the Contributor shall transfera number of

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Reserved Units (rounded up or down to the nearest whole Reserved Unit) with a value equal to the ContributorAdjustment Amount to Buyer and Buyer and the Partnership shall cancel such Reserved Units and (y) Buyer and thePartnership shall cause the Restrictive Legend on any remaining Reserved Units to be removed and the Contributorshall be permitted to transfer such Reserved Units in accordance with the A&R LP Agreement; and

(B) if the Contributor Adjustment Amount exceeds the value of the Reserved Units on the AdjustmentDetermination Date (as calculated in accordance with clause (e) below), then (x) the Contributor shall transfer all of



the Reserved Units to Buyer and Buyer and the Partnership shall cancel such Reserved Units and (y) the Contributorshall transfer an additional number of Common Units (rounded up or down to the nearest whole Common Unit)received by the Contributor pursuant to Section 2.2(a)(i) with a value on the Adjustment Determination Date (ascalculated in accordance with clause (e) below) equal to the Contributor Adjustment Amount less the value of theReserved Units on the Adjustment Determination Date and a corresponding number of shares of Buyer Class CCommon Stock.

(e) On the Adjustment Determination Date, the value of a Common Unit shall be $10.00 per Common Unit. Forpurposes of calculating the value of the Reserved Units, all value shall be ascribed to the Common Units and no value shall be ascribedto the shares of Buyer Class C Common Stock.

2.7 Earn-Out Consideration.

(a) During the period beginning on the Closing Date and ending on the seven-year anniversary of the Closing Date,

(i) promptly and in any event within 5 Business Days after the first date that the 20-Day VWAP equals orexceeds $14.00, Buyer shall cause the Partnership to issue 10,714,285 Common Units to the Contributor;

(ii) promptly and in any event within 5 Business Days after the first date that the 20-Day VWAP equals orexceeds $16.00, Buyer shall cause the Partnership to issue 9,375,000 Common Units to the Contributor;

(iii) promptly and in any event within 5 Business Days after the first date that the 20-Day VWAP equals orexceeds $18.00, Buyer shall cause the Partnership to issue 13,888,889 Common Units to the Contributor; and

(iv) promptly and in any event within 5 Business Days after the first date that the 20-Day VWAP equals orexceeds $20.00, Buyer shall cause the Partnership to issue 12,500,000 Common Units to the Contributor (each issuance ofCommon Units pursuant to clauses (i), (ii), (iii) or (iv) above, an ��Earn-Out Payment�� and all Earn-Out Payments,collectively, the ��Earn-Out Consideration��).

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(b) In the event that the Partnership shall issue any Common Units in satisfaction of an Earn-Out Payment, Buyer shallissue to the Contributor, a number of shares of Buyer Class C Common Stock equal to the number of Common Units so issued and theContributor shall separately pay Buyer an amount of cash equal to the number of shares of Buyer Class C Common Stock receivedmultiplied by the par value of such shares. The right to receive the Earn-Out Consideration shall be transferrable on a share-by-sharebasis by the Contributor to the same extent that the Common Units and shares of Buyer Class C Common Stock received by theContributor pursuant to this Agreement are transferrable by them; provided that the Contributor and such transferees shall deliver noticeto Buyer indicating the Common Units and shares of Buyer Class C Common Stock such transferee may be entitled to receive and anundertaking to indemnify Buyer and its Affiliates in the event of any dispute among any Contributor or any such transferee or otherAffiliate of the Contributor or transferee with respect to any such transfer or the Common Units and/or shares of Buyer Class CCommon Stock to be delivered in accordance therewith.

(c) Notwithstanding anything to the contrary herein, (i) the Contributor shall not be entitled to receive a particular Earn-Out Payment on more than one occasion, and (ii) in the event that, on a particular date, the 20-Day VWAP entitles the Contributor tomore than one Earn-Out Payment (each of which has not previously been paid), the Contributor shall be entitled to receive each suchEarn-Out Payment.

(d) For purposes of this Agreement, ��Liquidity Event Consideration��means the amount per share to be received by aholder of shares of Buyer Class A Common Stock in connection with a Liquidity Event, with any non-cash consideration valued as



determined by the value ascribed to such consideration by the parties to such transaction. In the event that the Liquidity EventConsideration is greater than the 20-Day VWAP hurdle with respect to any Earn-Out Payment not previously paid, then thecorresponding Earn-Out Payment shall be made, and the applicable Common Units shall be deemed issued and outstanding, effectiveimmediately prior to the consummation of such Liquidity Event and the holders thereof shall be entitled to receive the correspondingLiquidity Event Consideration. Thereafter, the Buyer shall cease to have any further obligation under Section 2.7(a) or thisSection 2.7(d). Any such Earn-Out Payment shall not be paid or payable in the event such Liquidity Event is not consummated and theBuyer will continue to have the obligations set forth in this Section 2.7.

(e) If, prior to the termination of Buyer�s obligation to make any Earn-Out Payment, any change in the outstandingshares of Buyer Class A Common Stock shall occur by reason of any reclassification, recapitalization, stock split (including reversestock split) or combination, exchange or readjustment of shares, or any stock dividend, the Earn-Out Payments and 20-Day VWAPtargets set forth above shall be appropriately adjusted to reflect such change and to provide to the Contributor the same economic effectas contemplated by this Section 2.7(a) prior to such change.

2.8 Withholding. Buyer and the Partnership shall be entitled to deduct and withhold from the consideration otherwisepayable pursuant to this Agreement to any Contributor such amounts as Buyer or the Partnership, as applicable, is required to deductand withhold under the Code, or any Tax law, with respect to the making of such payment; provided, however, that Buyer andPartnership shall notify the Contributor of any amounts expected to be deducted and

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withheld at least five (5) Business Days prior to the Closing Date and the basis for such deduction and withholding. Buyer orPartnership, as applicable, shall reasonably cooperate with the Contributor to reduce or eliminate any deductions and withholdings. Tothe extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paidto the Person in respect of whom such deduction and withholding was made.

ARTICLE IIIREPRESENTATIONS AND WARRANTIES REGARDING THE CONTRIBUTOR

Subject to the disclosures made by the Contributor in the Schedules, the Contributor hereby represents and warrants to Buyeras follows:

3.1 Organization. The Contributor is a limited partnership duly formed, validly existing and in good standing under theLaws of the State of Delaware.

3.2 Authority. The Contributor has all requisite organizational power and authority to execute and deliver thisAgreement and the Ancillary Agreements to be delivered by the Contributor at Closing, to perform its obligations hereunder andthereunder, and to consummate the Transactions. The execution and delivery by the Contributor of this Agreement and the AncillaryAgreements to be delivered by the Contributor at Closing, and the performance by the Contributor of its obligations hereunder andthereunder, have been duly and validly authorized by all necessary organizational action. This Agreement has been, and the AncillaryAgreements to be delivered by the Contributor at Closing will at Closing be, duly and validly executed and delivered by the Contributorand constitutes (or, in the case of the Ancillary Agreements to be delivered the Contributor at Closing will, at Closing, constitute) thelegal, valid and binding obligation of the Contributor enforceable against the Contributor in accordance with its terms, except as thesame may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, arrangement, moratorium or other similar Lawsrelating to or affecting the rights of creditors generally, or by general equitable principles.

3.3 No Conflicts; Consents and Approvals. Except (i) as disclosed on Schedule 3.3, (ii) for such filings as may berequired under the HSR Act and (iii) as may result from any facts or circumstances relating solely to Buyer or its Affiliates andassuming all Governmental Approvals required to be disclosed on Schedule 3.4 have been made or obtained, the execution and deliveryby the Contributor of this Agreement do not and the Ancillary Agreements to be delivered by the Contributor at Closing, and theperformance by the Contributor of its obligations under this Agreement and such Ancillary Agreements do not:

(a) violate or result in a breach of the Organizational Documents of the Contributor; or



(b) violate or result in a breach of any Law applicable to the Contributor, except for such violations or breaches as wouldnot reasonably be expected to result in a material adverse effect on the Contributor�s ability to consummate the Transactions.

3.4 Governmental Approvals. No Governmental Approval is required to be made or obtained by the Contributor inconnection with the Contributor�s execution, delivery and

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performance of this Agreement and the Ancillary Agreements to be delivered by the Contributor at Closing or the Contributor�sconsummation of the Transactions, except (a) as may be necessary as a result of any facts or circumstances relating solely to Buyer orits Affiliates, (b) as would not reasonably be expected to result in a material adverse effect on the Contributor�s ability to consummatethe Transactions, (c) for such filings as may be required under the HSR Act, and (d) as disclosed on Schedule 3.4.

3.5 Title to Interests. The Contributor owns, holds of record and is the beneficial owner of all of the ContributedInterests, in each case, free and clear of all Liens and restrictions on transfer other than those arising pursuant to (w) this Agreement,(x) the Organizational Documents of Alta Mesa or Alta Mesa GP, (y) applicable securities Laws, or (z) as set forth on Schedule 3.5.Except as set forth in the Organizational Documents of Alta Mesa or Alta Mesa GP, the Contributor has no outstanding options or otherrights to acquire from any other Contributor or any Alta Mesa Entity, and no obligation to sell, any shares of capital stock or otherequity interest or voting securities of the Alta Mesa Parties or any securities convertible into or exchangeable for such shares of capitalstock or other equity interest or voting securities, other than the rights of Buyer to acquire the Contributed Interests pursuant to thisAgreement.

3.6 Legal Proceedings. There is no Proceeding (filed by any Person other than Buyer or any of its Affiliates) pending or,to the Contributor�s Knowledge, threatened against the Contributor before or by any Governmental Authority, which seeks an Orderrestraining, enjoining or otherwise prohibiting or making illegal or preventing or delaying any of the Transactions.

3.7 Contributor Benefit Plans. There does not now exist, nor do any circumstances exist that could result in, anyLiability to Buyer or any of the Alta Mesa Entities for liabilities relating to any Benefit Plan sponsored, maintained, contributed to orrequired to be contributed to by any Contributor or any ERISA Affiliate or Subsidiary of the Contributor other than an Alta Mesa Entity(a �Contributor Benefit Plan�), including any �benefit plan liability� of any Contributor or any ERISA Affiliate or Subsidiary of theContributor, that would be, or could become, a Liability to Buyer or any of the Alta Mesa Entities following the Closing. As used in thepreceding sentence, the term �benefit plan liability� means any and all liabilities (a) under Title IV of ERISA, (b) under Sections206(g), 302 or 303 of ERISA, (c) under Sections 412, 430, 431, 436 or 4971 of the Code, (d) as a result of the failure to comply with thecontinuation of coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code and (e) for any Taxes relating toany Contributor Benefit Plan.

3.8 Brokers. Other than pursuant to the Engagement Letters, the Contributor has no liability or obligation to pay fees orcommissions to any broker, finder or agent with respect to the Transactions for which Buyer, the General Partner, the Partnership or theAlta Mesa Entities could become liable or obligated.

3.9 Accredited Investor; Investment Intent. The Contributor is an accredited investor as defined in Regulation D underthe Securities Act of 1933, as amended (the �1933 Act�). The Contributor is acquiring the Equity Consideration for its own account forinvestment and not with a view to, or for sale or other disposition in connection with, any distribution of all or any part thereof, nor withany present intention of distributing or selling any of the Equity

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Consideration except in any event in compliance with applicable federal and state securities Laws.



3.10 Tax Matters. The Contributor was not formed with, and will not be used for, a principal purpose of permitting thePartnership to satisfy the 100 partner limitation contained in Section 1.7704-1(h)(1)(ii) of the Treasury Regulations promulgated underthe Code.

ARTICLE IVREPRESENTATIONS AND WARRANTIES REGARDING

THE ALTA MESA ENTITIES

Subject to the disclosures made by the Alta Mesa Parties in the Schedules and the Alta Mesa SEC Documents filed with theSEC on or after January 1, 2015 and prior to the date of this Agreement (but excluding any disclosures set forth under the heading �RiskFactors� or �Forward-Looking Statements� or similar headings to the extent such disclosures are cautionary, predictive or forward-looking in nature); provided that nothing in the Alta Mesa SEC Documents shall be deemed to modify the representations andwarranties set forth in Sections 4.1, 4.2, 4.6, 4.13(a) and 4.25, each Alta Mesa Party hereby represents and warrants to Buyer as follows:

4.1 Organization.

(a) Alta Mesa is a limited partnership duly formed, validly existing and in good standing under the Laws of the State ofTexas, and has all requisite limited partnership power and authority to conduct its business as it is now being conducted. Alta Mesa isnot qualified or licensed to do business in any state other than Texas.

(b) Alta Mesa GP is a limited liability company duly formed, validly existing and in good standing under the Laws of theState of Texas, and has all requisite limited liability company power and authority to conduct its business as it is now being conducted.Alta Mesa GP is not qualified or licensed to do business in any state other than Texas.

(c) Each Subsidiary of the Alta Mesa Parties is a corporation, limited liability company or limited partnership, as the casemay be, duly formed, validly existing and in good standing under the Laws of its jurisdiction of formation, and has all requisitecorporate, limited liability company or limited partnership power and authority, as applicable, to conduct its business as it is now beingconducted. Each Subsidiary of the Alta Mesa Parties is duly qualified or licensed to do business in each state set forth on Schedule4.1(c).

4.2 Authorization. Alta Mesa and Alta Mesa GP have all requisite limited liability company and limited partnershippower and authority, as applicable, to execute and deliver this Agreement and the Ancillary Agreements to be delivered by Alta Mesaand Alta Mesa GP at Closing, to perform their respective obligations hereunder and thereunder, and to consummate the Transactions.The execution and delivery by Alta Mesa and Alta Mesa GP of this Agreement and the Ancillary Agreements to be delivered by AltaMesa and Alta Mesa GP at Closing, and the performance by Alta Mesa and Alta Mesa GP of their respective obligations hereunder andthereunder have been duly and validly authorized by all necessary action on the part of Alta Mesa and Alta Mesa GP. This Agreementhas been, and the Ancillary Agreements to be delivered by Alta Mesa and Alta Mesa GP at Closing will at Closing be, duly and validly

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executed and delivered by Alta Mesa and Alta Mesa GP and constitute (or, in the case of the Ancillary Agreements to be delivered byAlta Mesa and Alta Mesa GP at Closing will at Closing constitute), assuming this Agreement and the Ancillary Agreements constitutethe valid and binding obligation of all the other parties, the legal, valid and binding obligation of Alta Mesa and Alta Mesa GPenforceable against Alta Mesa and Alta Mesa GP in accordance with its terms, except as the same may be limited by bankruptcy,insolvency, reorganization, fraudulent conveyance, arrangement, moratorium or other similar Laws relating to or affecting the rights ofcreditors generally, or by general equitable principles. (a) The Contributor, acting in its capacity as owner of all the ContributedInterests, (b) the Contributor Owners, acting in their capacity as owners of all of the GP Voting Interests, and (c) the Board of Managersof Alta Mesa GP (on behalf of Alta Mesa GP, in its individual capacity and in its capacity as the general partner of Alta Mesa), haveapproved the Transactions in all respects in accordance with the requirements of the limited partnership agreement of the Contributor,the Existing Alta Mesa Partnership Agreement and the Alta Mesa GP LLC Agreement.



4.3 No Conflicts; Consents and Approvals. Except (i) as disclosed on Schedule 4.3, (ii) for such filings as may berequired under the HSR Act and (iii) as may result from any facts or circumstances relating solely to Buyer or its Affiliates andassuming all Governmental Approvals required to be disclosed on Schedule 4.5 have been made or obtained, the execution and deliveryby the Contributor, Alta Mesa and Alta Mesa GP of this Agreement do not, and the performance by the Contributor, Alta Mesa and AltaMesa GP of their respective obligations under this Agreement (including performance of the Alta Mesa Reorganization Agreements)does not:

(a) violate or result in a breach of any of the Organizational Documents of the Alta Mesa Entities;

(b) result in any breach of, or constitute a default under (or constitute an event which with the giving of notice or lapse oftime, or both, would become a default), or give to any third party (other than a Governmental Authority) any right of termination,consent, acceleration or cancellation of, or result in the creation of any material Lien (other than a Permitted Lien) pursuant to, anyContract to which any Alta Mesa Entity is a party or by which its Assets are bound, except as would not reasonably be expected toresult in a material Liability to the Alta Mesa Entities; or

(c) violate or result in a breach of any Law applicable to any Alta Mesa Entity except for such violations or breaches thatwould not reasonably be expected to result in a material Liability to the Alta Mesa Entities.

4.4 No Defaults. No Alta Mesa Entity is in default or violation (and no event has occurred which, with notice or thelapse of time or both, would constitute a default or violation) of any term, condition or provision of the Organizational Documents of theAlta Mesa Entities.

4.5 Governmental Approvals. No Governmental Approval is required to be made or obtained by or for the Alta MesaParties in connection with the Contributor�s and the Alta Mesa Parties� execution, delivery and performance of this Agreement or anyAncillary Agreement or the Contributor�s and the Alta Mesa Parties� consummation of the Transactions, except (a) as

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may be necessary as a result of any facts or circumstances relating solely to Buyer or its Affiliates, (b) as would not reasonably beexpected to result in a material Liability to the Alta Mesa Entities, (c) for such filings as may be required under the HSR Act,(d) compliance with any applicable requirements of any applicable securities Laws, whether federal, state or foreign and (e) as disclosedon Schedule 4.5.

4.6 Capitalization; Rights to Acquire Equity.

(a) Schedule 4.6(a) sets forth all of the issued and outstanding Interests of Alta Mesa. The Contributed AM Interests havebeen validly issued, are fully paid (to the extent required under the Existing Alta Mesa Partnership Agreement) and nonassessable. TheContributed AM Interests constitute all of the issued and outstanding Interests in Alta Mesa (other than interests to be issued to theRiverstone Contributor pursuant to the Alta Mesa Partnership Agreement). Except as set forth in Schedule 4.6(a) or in theOrganizational Documents of Alta Mesa (including the Alta Mesa Partnership Agreement), there are no outstanding (a) securities ofAlta Mesa convertible into or exchangeable for Interests or voting securities of Alta Mesa, (b) options, warrants or other rights(including preemptive rights) or agreements, arrangement or commitments of any character, whether or not contingent, relating to issuedor unissued Interests in Alta Mesa, (c) options or other rights of Alta Mesa to acquire from any Contributor, and no obligation of AltaMesa to issue, any Interests or voting securities of Alta Mesa or any securities convertible into or exchangeable for such Interests orvoting securities, other than the rights of Buyer to acquire the Contributed AM Interests pursuant to this Agreement, (d) equityequivalents or other similar rights of or with respect to Alta Mesa, or (e) obligations of Alta Mesa to repurchase, redeem, or otherwiseacquire any of the foregoing securities, options, equity equivalents, Interests or rights. Except as set forth in Schedule 4.7, Alta MesaGP has no direct or indirect equity interests, participation or voting right or other investment (whether debt, equity or otherwise) in any



Person (including any Contract in the nature of a voting trust or similar agreement or understanding) or any other equity equivalents inor issued by any other Person.

(b) Alta Mesa GP is the sole general partner of Alta Mesa with a 0.1% general partner interest in Alta Mesa; such generalpartner interest has been validly issued in accordance with the Existing Alta Mesa Partnership Agreement; and the General Partner ownssuch general partner interest free and clear of all liens, encumbrances, security interests, charges or claims, except applicable securitieslaws and any restrictions set forth in the Partnership Agreement.

(c) Schedule 4.6(c) sets forth all of the issued and outstanding Interests of Alta Mesa GP. The Contributed AMGPInterests and the GP Voting Interests have been validly issued, are fully paid (to the extent required under Alta Mesa GP LLCAgreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the DelawareLimited Liability Company Act). The Contributed AMGP Interests and the GP Voting Interests constitute all of the issued andoutstanding Interests in Alta Mesa GP. Except as set forth in Schedule (c) or in the Organizational Documents of Alta Mesa GP, thereare no outstanding (a) securities of Alta Mesa GP convertible into or exchangeable for Interests or voting securities of Alta Mesa GP,(b) options, warrants or other rights (including preemptive rights) or agreements, arrangement or commitments of any character,whether or not contingent, relating to issued or unissued Interests in Alta Mesa GP, (c) options or other rights of Alta Mesa GP toacquire from any Contributor, and no obligation of Alta Mesa GP to issue, any Interests or voting securities of

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Alta Mesa or any securities convertible into or exchangeable for such Interests or voting securities, other than the rights of Buyer toacquire the Contributed AMGP Interests pursuant to this Agreement, (d) equity equivalents or other similar rights of or with respect toAlta Mesa GP, or (e) obligations of Alta Mesa GP to repurchase, redeem, or otherwise acquire any of the foregoing securities, options,equity equivalents, Interests or rights. Except as set forth in Schedule 4.7 and except for the GP Interest, Alta Mesa GP has no direct orindirect equity interests, participation or voting right or other investment (whether debt, equity or otherwise) in any Person (includingany Contract in the nature of a voting trust or similar agreement or understanding) or any other equity equivalents in or issued by anyother Person.

4.7 Subsidiaries. Schedule 4.7 sets forth for each Subsidiary of the Alta Mesa Parties (a) its name and jurisdiction offormation and (b) the number of issued and outstanding Interests and the owners thereof. There are no outstanding (a) securities of anysuch Subsidiary convertible into or exchangeable for Interests or voting securities of such Subsidiary, (b) options, warrants or otherrights (including preemptive rights) or agreements, arrangement or commitments of any character, whether or not contingent, relating toissued or unissued Interests in such Subsidiary, (c) options or other rights of such Subsidiary to acquire from any Contributor, and noobligation of such Subsidiary to issue, any Interests or voting securities of such Subsidiary or any securities convertible into orexchangeable for such Interests or voting securities, (d) equity equivalents or other similar rights of or with respect to such Subsidiary,or (e) obligations of such Subsidiary to repurchase, redeem, or otherwise acquire any of the foregoing securities, options, equityequivalents, Interests or rights. All of the issued and outstanding Interests of each such Subsidiary have been duly authorized and arevalidly issued, fully paid (in the case of any limited liability company or limited partnership, to the extent required by such Subsidiary�slimited liability company agreement or limited partnership agreement, as the case may be), and nonassessable (except, with respect toany limited liability company or limited partnership entity, as such nonassessability may be affected by Sections 18-607 and 18-804 ofthe Delaware Limited Liability Company Act, Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform LimitedPartnership Act and similar statutes in the state of formation of such Subsidiary). Alta Mesa GP, Alta Mesa or one of their Subsidiariesholds of record and owns beneficially all of the outstanding Interests of each such Subsidiary free and clear of any Liens other thanPermitted Liens.

4.8 Insurance. Schedule 4.8 sets forth an accurate and complete list of all fire, theft, casualty, general liability, workerscompensation, business interruption, environmental impairment, product liability, automobile and other insurance policies (excludingany insurance policies relating to any Benefit Plan) maintained by the Alta Mesa Entities or maintained by the Contributor for thebenefit of any Alta Mesa Entity (collectively, the ��Insurance Policies��). Copies of all Insurance Policies have been previously madeavailable by the Alta Mesa Parties to Buyer, which copies are true and complete in all material respects. (a) Each Insurance Policy isvalid, binding and in full force and effect, (b) to the Knowledge of the Alta Mesa Parties, no Alta Mesa Entity is in breach of any



Insurance Policy, (c) all premiums due and payable for the Insurance Policies have been duly paid and (d) no Alta Mesa Entity orContributor has received any written notice of any actual or possible cancellation or non-renewal of any Insurance Policy.

4.9 Legal Proceedings. Except as disclosed on Schedule 4.9, (a) there are no Proceedings (filed by any Person other thanBuyer or its Affiliates) pending or, to the Knowledge

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of the Alta Mesa Parties, threatened against any Alta Mesa Entity by or before any Governmental Authority, which seeks an Orderrestraining, enjoining or otherwise prohibiting or making illegal any of the Transactions; (b) there are, and during the prior three yearsthere have been, no Proceedings pending, or, to the Knowledge of the Alta Mesa Parties, threatened against any Alta Mesa Entity or theAssets of any Alta Mesa Entity by or before any Governmental Authority; and (c) no Alta Mesa Entity is subject to, and no Asset of anyAlta Mesa Entity is bound or affected by, any outstanding orders, writs, judgments, injunctions, decrees, stipulations, determinations orawards entered by or with any Governmental Authority.

4.10 Compliance with Laws and Orders. Except as set forth on Schedule 4.10, the business, operations and Assets of theAlta Mesa Entities are currently conducted and for the past three years have been conducted in compliance in all material respects withall Laws and Orders applicable to the Alta Mesa Entities, their business and their operation of the Assets.

4.11 Anti-Corruption and Sanctions.

(a) During the prior five (5) years, no Alta Mesa Entity nor any of their directors, officers, employees or agents (each, an�Alta Mesa Representative�) has violated any Anti-Corruption Law, nor has any Alta Mesa Entity or any Alta Mesa Representativeoffered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving ofanything of value, to any (i) officer or employee of a Governmental Authority, (ii) officer or employee of a government-owned orcontrolled entity, including officers, employees of state-owned or controlled oil and gas transportation companies, (iii) officer oremployee of a public international organization or (iv) political party or party official or candidate for public office (each, a ��PublicOfficial��) or to any Person under circumstances where such Alta Mesa Representative knew or ought reasonably to have known (afterdue and proper inquiry) that all or a portion of such money or thing of value would be offered, given, or promised, directly or indirectly,to a Person (i) for the purpose of: (A) influencing any act or decision of a Public Official in their official capacity; (B) inducing a PublicOfficial to do or omit to do any act in violation of their lawful duties; (C) securing any improper advantage; (D) inducing a PublicOfficial to influence or affect any act or decision of any Governmental Authority; or (E) assisting such Alta Mesa Representative inobtaining or retaining business for or with, or directing business to, any Alta Mesa Representative; or (ii) in a manner which wouldconstitute or have the purpose or effect of public or commercial bribery, acceptance of, or acquiescence in extortion, kickbacks, or otherunlawful or improper means of obtaining business or any improper advantage.

(b) During the prior five (5) years, neither the Alta Mesa Entities nor any Alta Mesa Representative has conducted orinitiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any Governmental Authority or similaragency with respect to any alleged act or omission arising under or relating to any noncompliance with any Anti-Corruption Law.During the prior five (5) years, no Alta Mesa Representative has received any notice, request, or citation for any actual or potentialnoncompliance with any of the foregoing in this Section 4.11. No officer, director, or employee of any Alta Mesa Entity is a PublicOfficial. No Public Official or Governmental Authority presently owns an interest, whether direct or indirect, in any Alta Mesa Entityor has any legal or beneficial interest in any Alta Mesa Entity or to payments made to the Alta Mesa Parties by Buyer hereunder. TheAlta Mesa Entities have

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maintained complete and accurate books and records of payments to any agents, consultants, representatives, third parties, and PublicOfficials in accordance with GAAP. No Alta Mesa Representative is currently a Sanctioned Person or Sanctioned Entity or is located,organized or resident in a country or territory that is subject to, or the target of, Sanctions. At no time during the prior five (5) years hasany Alta Mesa Entity or any Alta Mesa Representative engaged directly or, to the Knowledge of the Alta Mesa Parties, indirectly in anydealings or transactions with any Sanctioned Person or Sanctioned Entity, or in any country or territory that is subject to, or the target of,Sanctions, nor is any Alta Mesa Entity or any Alta Mesa Representative currently engaged in any such activities.



4.12 Financial Statements. Prior to the Execution Date, Buyer has been provided with copies of, or access to, thefollowing financial statements (the �Financial Statements�):

(a) audited consolidated balance sheet of Alta Mesa and its Subsidiaries as of December 31, 2016 (the �Balance SheetDate�) and December 31, 2015 and the related consolidated statements of operations, changes in partners� capital (deficit) and cashflows for the twelve month periods then ended; and

(b) unaudited consolidated balance sheet of Alta Mesa and its Subsidiaries as of March 31, 2017 and the relatedstatements of operations, changes in partners� capital (deficit) and cash flows for the three-month period then ended (the �InterimFinancials�).

(c) Except as set forth on Schedule 4.12, the Financial Statements (i) were prepared in accordance with GAAP and(ii) fairly and accurately present, in all material respects, the financial condition and results of operations of Alta Mesa and itsSubsidiaries as of the respective dates and for the periods covered thereby, except with respect to the Interim Financials for the absenceof footnotes and certain immaterial year-end adjustments thereto.

4.13 Absence of Certain Changes or Events.

(a) Since December 31, 2016, there has not been any event, change, effect or development that, individually or in theaggregate, had or would be reasonably likely to have a Material Adverse Effect.

(b) From December 31, 2016 through the date of this Agreement, each Alta Mesa Entity has conducted its business in theordinary course of business consistent with past practices and, except as set forth on Schedule 4.13, has not taken any action that wouldrequire consent of Buyer under Section 6.4 if taken after the date hereof.

4.14 No Undisclosed Liabilities.

(a) Except for (i) liabilities adequately provided for on the balance sheet of Alta Mesa dated March 31, 2017 (includingthe notes thereto), (ii) current liabilities relating to Taxes, (iii) liabilities incurred in the ordinary course of business since the BalanceSheet Date, (iv) Transaction Expenses, or (v) liabilities disclosed on Schedule 4.14, the Alta Mesa Entities have no Liabilities thatwould be required to be reflected on the face of a balance sheet prepared in accordance with GAAP which are not reflected or reservedagainst in the Financial Statements.

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(b) As of the Execution Date, the Alta Mesa Entities have no Indebtedness, except as set forth in the FinancialStatements or on Schedule 4.14.

4.15 Taxes. Except as disclosed on Schedule 4.15:

(a) All material Tax Returns required to be filed by or with respect to the Alta Mesa Entities have been duly and timelyfiled (taking into account extension of time for filing) with the appropriate Taxing Authority, and all such Tax Returns were true, correctand complete in all respects. All material Taxes owed by the Alta Mesa Entities (or for which the Alta Mesa Entities may be liable) thatare or have become due have been timely paid in full (regardless of whether shown on any Tax Return). All material withholding Taxrequirements imposed on or with respect to the Alta Mesa Entities have been satisfied in full. There are no Liens (other than PermittedLiens) on any of the Assets of the Alta Mesa Entities that arose in connection with any failure (or alleged failure) to pay any Tax.



(b) There is no Tax Proceeding now pending against the Alta Mesa Entities in respect of any material Tax or material TaxReturn, nor has any written adjustment with respect to a material Tax Return or written claim for material additional Tax been receivedby the Alta Mesa Entities that is still pending.

(c) There is not in force any waiver or agreement for any extension of time for the assessment, collection or payment ofany material Tax by the Alta Mesa Entities.

(d) There is no outstanding claim, assessment or deficiency against the Alta Mesa Entities for any material Taxes that hasbeen asserted in writing by any Taxing Authority.

(e) No written claim has been made by any Taxing Authority to the Alta Mesa Entities in a jurisdiction where the AltaMesa Entities do not currently file a Tax Return that they are or may be subject to any material Tax in such jurisdiction, nor has anysuch assertion (i) been proposed in writing and received by any Ata Mesa Entity, or (ii) to the Knowledge of the Alta Mesa Parties or theContributor, been threatened.

(f) No Alta Mesa Entity (i) is a party to any material agreement or arrangement relating to the apportionment, sharing,assignment or allocation of Taxes, or (ii) has been a member of an affiliated group filing a consolidated income Tax Return or has anyLiability for the Taxes of any Person (other than any Alta Mesa Entity) under Treasury Regulations Section 1.1502-6 (or anycomparable provision of foreign, state or local Tax Law), including any predecessor of any Alta Mesa Entity, or as a transferee orsuccessor, by contract or otherwise (in the case of either clause (i) or (ii), other than any customary Tax sharing or indemnificationprovisions contained in any agreement entered into in the ordinary course of business and not primarily relating to Tax).

(g) No Alta Mesa Entity has (i) participated, or is currently participating, in any listed transactions or any otherreportable transactions within the meaning of Treasury Regulations Section 1.6011-4, or (ii) has engaged or is currently engaging in anytransaction that gives rise to a registration obligation under Section 6111 of the Code or a list maintenance obligation underSection 6112 of the Code.

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(h) Other than the Joint Development Agreement by and between Oklahoma Energy Acquisitions, LP and BCE-STACKDevelopment LLC, none of the Assets of any Alta Mesa Entity are subject to any Tax partnership agreement or provisions requiring apartnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code or any similar state statute otherthan those of the Contributor.

(i) No property owned by any Alta Mesa Entity is (i) property required to be treated as being owned by another Personpursuant to the provisions of Section 168(f)(8) of the Internal Revenue Code of 1954, as amended and in effect immediately prior to theenactment of the Tax Reform Act of 1986, (ii) �tax-exempt use property� within the meaning of Section 168(h)(1) of the Code or(iii) �tax-exempt bond financed property� within the meaning of Section 168(g) of the Code, (iv) �limited use property� within themeaning of Rev. Proc. 76-30, or (v) subject to Section 168(g)(1)(A) of the Code.

(j) Each Alta Mesa Entity presently is, and has been since the date of its formation, properly classified as either apartnership or as an entity disregarded as separate from its owner for U.S. federal income tax purposes, and each Alta Mesa Entity thatis treated as a partnership (including the Joint Development Agreement by and between Oklahoma Energy Acquisitions, LP and BCE-STACK Development LLC described in Section 4.15(h)) for U.S. federal income tax purposes has in effect an election underSection 754 of the Code. No Alta Mesa Entity has made any filing with any Taxing Authority, including Form 8832 with the IRS, to betreated as an association taxable as a corporation for income Tax purposes.



(k) The fair market value of the equity interests exchanged for the Founder Notes is at least equal to the principalamounts payable under the Founder Notes.

4.16 Material Contracts.

(a) Except for agreements filed as exhibits to the Alta Mesa SEC Documents on or after January 1, 2015 and prior to thedate of this Agreement, Schedule 4.16(a) sets forth a true and complete list as of the Execution Date of the following Contracts to whichany Alta Mesa Entity is a party or by which the Assets are bound (the Contracts whether or not listed on Schedule 4.16(a) or enteredinto after the Execution Date that meet the descriptions in this Section 4.16(a) being collectively, the �Material Contracts�):

(i) each �material contract� (as such term is defined in Item 601(b)(10) of Regulation S-K under the ExchangeAct);

(ii) any Contract that can reasonably be expected to result in aggregate revenues to or aggregate expenditures bythe Alta Mesa Entities, in each case, in excess of $5,000,000;

(iii) any Contract (A) for the future acquisition or sale of any Asset or (B) that grants a right or option topurchase in the future any Asset, other than, in each case, any Contract with a purchase or similar price of less than $5,000,000;

(iv) any Contract that constitutes an asset retirement obligation greater than $100,000 per well;

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(v) any Contract that is a Hydrocarbon purchase and sale, exchange, supply, transportation, gathering, treating,processing or similar Contract, in each case, that is not terminable without penalty by any Alta Mesa Entity on 60 days or lessnotice;

(vi) any acquisition Contract that contains �earn out� or other contingent payment obligations, or remainingindemnity or similar obligations (other than asset retirement obligations, plugging and abandonment obligations and otherreserves of Alta Mesa set forth in the Reserve Report that have been provided to Buyer prior to the date of this Agreement),that could reasonably be expected to result in annual payments after the Execution Date by the Alta Mesa Entities in excess of$1,000,000;

(vii) any Contract that provides for a call or option on production, or acreage dedication to a gathering,transportation or other arrangement downstream of the wellhead, covering in excess of 5% of total annual estimated productionof Hydrocarbons (calculated on a yearly average basis) for a term greater than 10 years;

(viii) any Contract for lease of personal or real property (other than Oil and Gas Leases) involving aggregatepayments in excess of $1,000,000 in any calendar year that are not terminable without penalty within 60 days;

(ix) any Contract related to the development or ownership (other than the sale, assignment, transfer oracquisition) of any material Intellectual Property or agreement pursuant to which any Alta Mesa Entity grants or receives alicense to use any Intellectual Property (other than non-exclusive licenses granted or received in the ordinary course of businessand licenses acquired in connection with the acquisition of off-the-shelf or other commercially available software);

(x) any Contract that constitutes a commitment relating to the Indebtedness or granting of any Lien other thancurrent financial arrangements reflected in the Financial Statements;



(xi) any Contract primarily concerning the establishment by the Alta Mesa Entities of a partnership, joint ventureor similar arrangement and any joint operating agreement affecting the Oil and Gas Properties or other properties of the AltaMesa Entities, other than any customary joint operating agreements, unit agreements or participation agreements;

(xii) any Contract that contains calls upon or options to purchase Hydrocarbons, or a �most favored nation� or�right of first refusal� provision or minimum purchase obligation of Alta Mesa (including firm, fixed-price �take or pay�obligations or minimum volume commitments) in each case other than those contained in (A) any agreement in which suchprovision is solely for the benefit of Alta Mesa or any of its Subsidiaries, (B) customary royalty pricing provisions in Oil andGas Leases or (C) customary preferential rights and options to purchase Hydrocarbons in joint operating agreements, unitagreements or participation agreements affecting the business or the Oil and Gas Properties of Alta Mesa or any of itsSubsidiaries;

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(xiii) any Contract (other than maintenance of uniform interests, preferential purchase agreements, area of mutualinterests and similar preferential agreements entered into in the oil and gas industry) materially restricting or limiting any AltaMesa Entity�s ability to compete or conduct a line of business, including any Contract that requires such Alta Mesa Entity todeal exclusively with a third party in connection with the sale or purchase of any product or service;

(xiv) any outstanding agreement of guaranty by an Alta Mesa Entity in favor of any Person in an amount inexcess of $5,000,000;

(xv) any Contract where the primary purpose thereof is or was to indemnify another Person;

(xvi) any Contract with any Contributor or any Affiliate of any Contributor other than any such Contracts that willbe terminated by the Closing Date with no further Liability to the Alta Mesa Entities and other than Contracts in an amount lessthan $500,000;

(xvii) each Contract for any Derivative Transaction that is unsecured and that would require posting cashcollateral, letters of credit or other liquid collateral; and

(xviii) Organizational Documents of the Alta Mesa Entities.

(b) Except for agreements filed as exhibits to the Alta Mesa SEC Documents on or after January 1, 2015 and prior to thedate of this Agreement, Buyer has been provided with true, correct and complete copies of all Material Contracts in existence as of theExecution Date

(c) Except as set forth on Schedule (c) (and except with respect to Material Contracts that expire in accordance with theirterms), each of the Material Contracts is in full force and effect in all material respects and constitutes a legal, valid and bindingobligation of the Alta Mesa Entity party thereto and, to the Knowledge of the Alta Mesa Parties, the other party thereto, subject toapplicable bankruptcy, insolvency, reorganization, fraudulent conveyance, arrangement, moratorium and other similar Laws relating toor affecting the rights of creditors generally, and general equitable principles (regardless of whether enforceability is considered in aproceeding at law or in equity).

(d) Except as set forth on Schedule (d), no Alta Mesa Entity or, to the Knowledge of the Alta Mesa Parties, any otherparty to any Material Contract, is in material breach or default under (or is alleged in writing to be in breach of or default under) anyMaterial Contract. None of the Material Contracts has been cancelled, terminated, amended or modified (except for change orders andsimilar modifications in the ordinary course of business). The Alta Mesa Entities have not provided or received any notice of any



intention to cancel, terminate, amend or modify any Material Contract, and to the Knowledge of the Alta Mesa Parties, no event orcircumstance has occurred that, with notice or lapse of time or both, would constitute a material default under any Material Contract orresult in a termination thereof or would cause or permit the acceleration of any right or obligation or the loss of any benefit thereunder.

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4.17 Alta Mesa Real Property.

(a) Other than the Easements described on Schedule 4.17(d) and other than the Oil and Gas Properties, which areaddressed in Section 4.18, Schedule 4.17(a) sets forth a complete and accurate list of (i) all real property and interests in real propertyowned by the Alta Mesa Entities and (ii) all leases, subleases or licenses of real property (��Real Property Leases�) in which any AltaMesa Entity holds a leasehold or similar interest (collectively, the �Alta Mesa Real Property�),. The Contributor has made available toBuyer true, correct and complete copies of the Real Property Leases, the Easements, and any title insurance policies, title opinions, titleabstracts, deeds covering the owned Alta Mesa Real Property and surveys in possession of any Alta Mesa Entity, the Contributor or anyof its Affiliates relating to the Alta Mesa Real Property.

(b) Except as set forth on Schedule 4.17(b), and except as has not had and would not be reasonably likely to result in,individually or in the aggregate, a material Liability to the Alta Mesa Entities, there exists no default by any Alta Mesa Entity, or, to theKnowledge of the Alta Mesa Parties, any other party under any Real Property Lease and, to the Knowledge of the Alta Mesa Parties, noevent has occurred which, with notice or lapse of time or both, would constitute such a default or permit the revocation, termination ormaterial and adverse modification of, or acceleration of payments due under, any Real Property Lease.

(c) Other than the Oil and Gas Properties, which are addressed in Section 4.18, each Alta Mesa Entity owns andpossesses, of record and beneficially, (i) good and defensible title to all owned Alta Mesa Real Property, and (ii) good and defensibleleasehold interest to all leased, subleased or licensed Alta Mesa Real Property, in each case, free and clear of all Liens, except forPermitted Liens.

(d) Other than the Oil and Gas Properties, which are addressed in Section 4.18, Schedule 4.17(d) contains a true andcorrect list of each material right-of-way, easement, servitude, license, franchise, fee interest, lease, surface lease, surface use andsimilar non-possessory interests in which any Alta Mesa Entity owns or has an interest as of the Execution Date (collectively, the�Easements�). Each Alta Mesa Entity owns good and defensible title to the Easements. The Alta Mesa Entities have all materialEasements as are necessary for the ownership and operation of the Assets. Each of the Easements is in full force and effect in allmaterial respects, and is the legal, valid and binding obligation of the Alta Mesa Entities and, to the Knowledge of the Alta MesaParties, is the legal, valid and binding obligation of each of the counterparties thereto subject to applicable bankruptcy, insolvency,reorganization, fraudulent conveyance, arrangement, moratorium and other similar Laws relating to or affecting the rights of creditorsgenerally, and general equitable principles. Except as set forth on Schedule 4.17(d), there exists no material default by any Alta MesaEntity, or to the Knowledge of the Alta Mesa Parties, any other party under any Easement (and, to the Knowledge of the Alta MesaParties, no event has occurred which, with notice or lapse of time or both, would constitute a material default or, to the Knowledge ofthe Alta Mesa Parties, would otherwise permit the revocation, limitation, termination or material and adverse modification of, oracceleration of payments due under, the Easements) by any Alta Mesa Entity or, to the Knowledge of the Alta Mesa Parties, any otherparty under any Easement. Except for matters that are being contested in good faith and for which reserves have been established in theFinancial Statements, each Alta Mesa Entity has fulfilled and performed all of its prior and current obligations with respect to theEasements,

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including the timely and full payment of all amounts currently due and owing to the counterparties of the Easements.



4.18 Oil and Gas Matters.

(a) Except as would not be reasonably likely to result in a Material Adverse Effect and except for property (i) sold orotherwise disposed of in the ordinary course of business since the date of the reserve report audited by Ryder Scott Company, L.P. (the�Independent Petroleum Engineers�) relating to Alta Mesa�s interests referred to therein as of December 31, 2016 (the �ReserveReport�) or (ii) reflected in the Reserve Report as having been sold or otherwise disposed of, the Alta Mesa Entities own good anddefensible title to all material Oil and Gas Properties reflected in the Reserve Report and in each case as attributable to interests ownedby the Alta Mesa Entities. For purposes of the foregoing sentence, �good and defensible title� means that an Alta Mesa Entity�s title toeach of the Oil and Gas Properties held or owned by it (or purported to be held or owned by it as reflected in the Reserve Report)(i) entitles Alta Mesa (or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdensapplicable thereto), not less than the net revenue interest share shown in the Reserve Report of all Hydrocarbons produced from suchOil and Gas Properties throughout the life of such Oil and Gas Properties, (ii) obligates Alta Mesa (or one or more of its Subsidiaries, asapplicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oiland Gas Properties, of not greater than the working interest shown on the Reserve Report for such Oil and Gas Properties (other thanany positive differences in such percentage) and the applicable working interest shown on the Reserve Report for such Oil and GasProperties that are accompanied by a proportionate (or greater) net revenue interest in such Oil and Gas Properties and (iii) is free andclear of all Liens (other than Permitted Liens).

(b) Except as has not had and would not be reasonably likely to result in, individually or in the aggregate, a materialLiability to the Alta Mesa Entities, the factual, non-interpretive data supplied by Alta Mesa to the Independent Petroleum Engineersrelating to Alta Mesa�s interests referred to in the Reserve Report, by or on behalf of the Alta Mesa Entities that was material to suchfirm�s audit of proved oil and gas reserves attributable to the Oil and Gas Properties of the Alta Mesa Entities included in the ReserveReport was, as of the time provided, to the Knowledge of the Alta Mesa Entities, accurate in all material respects. To the Knowledge ofthe Alta Mesa Parties, there are no material errors in the assumptions and estimates provided by the Alta Mesa Entities in connectionwith the preparation of the Reserve Report. Except as has not had and would not be reasonably likely to result in, individually or in theaggregate, a Material Adverse Effect, the oil and gas reserve estimates of Alta Mesa set forth in the Reserve Report fairly reflect, in allrespects, the oil and gas reserves of the Alta Mesa Entities at the dates indicated therein and are in accordance with SEC guidelinesapplicable thereto applied on a consistent basis throughout the periods involved.

(c) Except as has not had and would not be reasonably likely to result in, individually or in the aggregate, a materialLiability to the Alta Mesa Entities, all rentals, shut-ins and similar payments owed to any Person or individual under (or otherwise withrespect to) any such Oil and Gas Leases have been properly and timely paid in all material respects, (i) all royalties, minimum royalties,overriding royalties and other Production Burdens with respect to any Oil and Gas

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Properties owned or held by the Alta Mesa Entities have been timely and properly paid in all material respects, (ii) no Alta Mesa Entity(and, to the Knowledge of the Alta Mesa Parties, no third party operator) has violated any provision of, or taken or failed to take any actthat, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitlethe lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by the AltaMesa Entities and (iii) no Alta Mesa Entity has received written notice from any other party to any such Oil and Gas Lease that any AltaMesa Entity is in breach or default under any Oil and Gas Lease.

(d) All proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of the Alta Mesa Entities arebeing received by them in a timely manner and are not being held in suspense for any reason other than (i) awaiting preparation andapproval of division order title opinions for recently drilled wells or (ii) as may be permitted by applicable Law, in each case, except aswould not have, individually or in the aggregate, a material Liability to the Alta Mesa Entities.



(e) All (i) burdens with respect to the Oil and Gas Properties have been properly and timely paid in all material respectsin accordance with applicable Laws and Orders and the terms of the Oil and Gas Leases, and (ii) all expenses payable by the Alta MesaEntities under the terms of any Contract have been properly and timely paid in all material respects except, in each case, for suchburdens and expenses as are being currently paid prior to delinquency in the ordinary course of business and except for matters that arebeing contested in good faith and for which reserves have been established in the Financial Statements.

(f) All Hydrocarbon, water, CO2, injection or other wells located on, under or within any of the Oil and Gas Propertiesof the Alta Mesa Entities or otherwise associated with any Oil and Gas Properties of the Alta Mesa Entities, in each case, whetherproducing, non-producing, permanently or temporarily plugged and abandoned, have been drilled, completed and operated within thelimits permitted by the applicable Oil and Gas Lease and any Contracts, and no such wells (i) are subject to any order from anyGovernmental Authority or written notice pursuant to a Contract from any other third party requiring that such well be plugged andabandoned, (ii) all wells required to be plugged and abandoned by applicable Law have been plugged and abandoned in accordance withapplicable Law, or (iii) are subject to penalties on allowables after the Closing because of overproduction.

(g) Except as set forth in Schedule (g), all Oil and Gas Properties operated by any Alta Mesa Entity have been operatedin material compliance with all Laws and Orders and with the applicable Oil and Gas Leases.

(h) Except as set forth in Schedule 4.18(h), as of the date of this Agreement, there is no outstanding authorization forexpenditure or similar request or invoice for funding or participation under any agreement or contract which is binding on any AltaMesa Entity or any Oil and Gas Properties and which Alta Mesa reasonably anticipates will individually require expenditures by anyAlta Mesa Entity in excess of $1,000,000.

(i) No Alta Mesa Entity is obligated by virtue of a prepayment or advance payment arrangement, make up right under aproduction sales contract containing a �take or pay� or

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similar provision, production payment or any other arrangement (other than gas balancing arrangements) to deliver Hydrocarbons orproceeds from the sale thereof, attributable to the Oil and Gas Properties of such Person at some future time without then or thereafterreceiving the full contract price therefor.

(j) No Alta Mesa Entity has received any notice of any pending, and, to the Knowledge of the Alta Mesa Parties, there isno threatened, proceeding to condemn or take by power of eminent domain all or any of the Oil and Gas Properties of the Alta MesaEntities.

4.19 Personal Property. Each Alta Mesa Entity has good title, free of all Liens, other than Permitted Liens, to all of thematerial tangible personal property reflected in the Financial Statements or thereafter acquired, other than assets sold in the ordinarycourse of business since the Balance Sheet Date.

4.20 Permits. The Alta Mesa Entities possess all material Permits that are required for the ownership and operation of theAlta Mesa Entities� business in the manner in which it is currently owned and operated except as would not be reasonably likely toresult in a material Liability to the Alta Mesa Entities. All such Permits are in full force and effect, there are no Proceedings pending or,to the Knowledge of the Alta Mesa Parties, threatened in writing that could reasonably be expected to result in the suspension,revocation or material adverse modification of any such Permit. Each Alta Mesa Entity is in compliance in all material respects witheach such Permit.

4.21 Environmental Matters.

(a) Except as disclosed on Schedule 4.21(a):



(i) each Alta Mesa Entity is and for the past three years has been in compliance in all material respects with allapplicable Environmental Laws;

(ii) no Proceeding with respect to any material Environmental Claim is pending against any Alta Mesa Entitybefore or by any Governmental Authority under any applicable Environmental Laws; and

(iii) there has been no Release of any Hazardous Material by any Alta Mesa Entity at, on, under or from any AltaMesa Real Property or, to the Knowledge of the Alta Mesa Parties, at, on, under or from any real property formerly owned,leased or used by any Alta Mesa Entity, in material violation of applicable Environmental Laws or in a manner that has givenor could reasonably be expected to give rise to material remedial obligations under applicable Environmental Laws.

(b) The Alta Mesa Entities have made available all material environmental reports, reports relating to any environmentalinvestigation or cleanup or other environmental documentation in the Contributor�s or its possession or control relating to the Alta MesaReal Property.

(c) To the Knowledge of the Alta Mesa Parties, there are no facts or circumstances that could reasonably be expected toresult in a material Liability under any Environmental Law.

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(d) Section 4.12, Section 4.14, Section 4.20 and Section 4.21 contain the exclusive representations and warranties of theAlta Mesa Entities with respect to applicable Environmental Laws, Environmental Claims, Hazardous Materials and environmentalmatters. No other provisions of this Agreement shall be construed as constituting a representation or warranty regarding such matters.

4.22 Compensation; Benefits.

(a) None of the Alta Mesa Entities has contributed to, has ever had an obligation to contribute to or has ever had anyLiability with respect to (including contingent Liability) a Benefit Plan subject to Title IV of ERISA (including a multiemployer planwithin the meaning of Section 3(37) of ERISA) or, except as required by applicable Law, a Benefit Plan that provides post-terminationor retiree health or welfare benefits to any Person.

(b) Schedule 4.22(b) identifies each material Benefit Plan providing compensation or benefits to any current or formerindividual service provider of an Alta Mesa Entity with respect to such individual�s service to such Alta Mesa Entity, including anyequity or equity-based incentive plans or programs of such Person, and separately identifies each Benefit Plan that is an Alta MesaGroup Plan. The Contributor has made available to Buyer, with respect to each such material Benefit Plan described in the precedingsentence, as applicable: (i) the plan document or a written summary of material terms to the extent a Benefit Plan is not in writing,(ii) the summary plan descriptions and summaries of material modifications thereto, (iii) the most recent actuarial valuation report oraudited financial statement, (iv) the most recently-filed annual report with all schedules and attachments thereto, (v) the most recent IRSopinion or determination letter, and (vi) all non-routine filings and material correspondence with a Governmental Authority from thepast three years.

(c) Each Alta Mesa Group Plan has been maintained and administered in accordance with its terms and in compliance inall material respects with all applicable Laws, including ERISA and the Code. Each Alta Mesa Group Plan that is intended to bequalified under Section 401(a) of the Code has received a favorable determination or opinion letter from the IRS to the effect that suchplan is so qualified and there are no facts or circumstances that would reasonably be expected to cause the loss of such qualification.

(d) With respect to each Alta Mesa Group Plan, (i) there are no claims (other than routine claims for benefits in theordinary course), investigations by any Governmental Authority or Proceedings pending, or, to the Knowledge of the Alta Mesa Parties,



threatened, (ii) no nonexempt �prohibited transaction� (within the meaning of Section 406 of ERISA or Section 4975 of the Code) hasoccurred, and (iii) no event has occurred and no condition exists that would subject an Alta Mesa Entity to any Tax, fine, Lien, penaltyor other Liability imposed by ERISA, the Code or other applicable Law, in each case, except as would not reasonably be expected toresult in a material Liability to the Alta Mesa Entities.

(e) Except as required by Section 6.17, neither the execution of this Agreement nor the consummation of theTransactions will, alone or together with any other transaction or event, (i) accelerate the time of payment or vesting under any AltaMesa Group Plan, (ii) increase the amount of compensation or benefits due to any Person or result in the funding or payment of any

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compensation or benefits or forgiveness of any loan or payment of any severance under any Alta Mesa Group Plan or (iii) restrict Buyeror any of its Affiliates from amending or terminating an Alta Mesa Group Plan.

(f) No amount or benefit that could be, or has been, received (whether in cash or property or the vesting of property orthe cancellation of indebtedness) by any �disqualified individual� within the meaning of Section 280G of the Code would reasonably beexpected to be characterized as an �excess parachute payment� (as defined in Section 280G(b)(1) of the Code) as a result of theconsummation of the Transactions. No Alta Mesa Group Plan provides for the gross-up of or reimbursement for any Taxes imposed bySection 4999 of the Code.

(g) Each Alta Mesa Group Plan that is a �non-qualified deferred compensation plan� within the meaning ofSection 409A of the Code is in documentary and operational compliance in all material respects with Code Section 409A and theapplicable guidance issued thereunder. No Alta Mesa Group Plan or contract provides for the gross-up of or reimbursement for anyTaxes imposed by Section 409A of the Code.

4.23 Employees and Labor Matters.

(a) No employees of any of the Alta Mesa Entities, or with respect to the Alta Mesa Entities, any Contributor or any ofits Affiliates, are represented by a labor union or other collective bargaining representative with respect to their services performed forthe Alta Mesa Entities. There is no, and during the past three years there has not been any pending, nor, to the Knowledge of the AltaMesa Parties, threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor activityor dispute affecting any Alta Mesa Entity or, or with respect to the Alta Mesa Entities, any Contributor or any of its Affiliates, or anyeffort by any labor union to organize any current or former employees.

(b) There is no, and during the past three years there has not been any, unfair labor practice, charge or material grievancearising out of a collective bargaining agreement, other agreement with any labor union, or other labor-related grievance or Proceedingagainst any of the Alta Mesa Entities, or with respect to the Alta Mesa Entities, any Contributor or any of its Affiliates, pending, or, tothe Knowledge of the Alta Mesa Parties, threatened.

(c) The Alta Mesa Entities, and with respect to the Alta Mesa Entities, any Contributor or any of its Affiliates, are andhave at all times been in compliance in all material respects with all applicable Laws pertaining to employment and employmentpractices, including the classification of employees, wages, working hours, collective bargaining, unlawful discrimination, civil rights,workers� compensation, the payment of social security and similar Taxes, immigration, and terms and conditions of employment. Therehave been no Claims or other Proceedings against any of the Alta Mesa Entities, or with respect to the Alta Mesa Entities, anyContributor or any of its Affiliates, pending, or to the Knowledge of the Alta Mesa Parties, threatened against any of the Alta MesaEntities, or with respect to the Alta Mesa Entities, any Contributor or any of its Affiliates, by or on behalf of any applicant foremployment, any current or former employee or any class of the foregoing, relating to any applicable Laws pertaining to employment



and employment practices, or alleging breach of any express or implied contract of employment, wrongful termination of employment,or alleging

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any other discriminatory, wrongful or tortious conduct in connection with the employment relationship, other than any such mattersdescribed in this sentence that would not reasonably be expected to result in a material Liability to the Alta Mesa Entities. As of theExecution Date, none of the Alta Mesa Entities, or with respect to the Alta Mesa Entities, any Contributor or any of its Affiliates, hasreceived any written notice of the intent of the Equal Employment Opportunity Commission, the National Labor Relations Board, theDepartment of Labor or any other Governmental Authority responsible for the enforcement of labor or employment Laws to conduct aninvestigation that could result in material Liability to the Alta Mesa Entities.

(d) None of the Alta Mesa Entities has engaged in any employee layoff activities with respect to which there areunsatisfied liabilities under Worker Adjustment and Retraining Notification Act of 1988, or any similar state or local mass layoff statute,rule or regulation.

(e) Schedule 4.23(e) lists, as of the Execution Date, each employee of any of the Alta Mesa Entities and, for each suchemployee, the employee�s date of hire, service commencement date with such Alta Mesa Entity for purposes of vesting and eligibilityto participate in Benefit Plans, job title, annualized base salary or base hourly pay rate, target annual cash bonus amount and principalwork location.

(f) (i) Except for services rendered to High Mesa Inc. and its Subsidiaries with respect to assets that will be the subjectof the Management Services Agreement, no employee of any of the Alta Mesa Entities provides services to any assets other than theAssets of the Alta Mesa Entities and (ii) no employee of any entity other than the Alta Mesa Entities provides services to the Assets ofthe Alta Mesa Entities. As of the Closing, no employees of any entity other than the Alta Mesa Entities will participate in any Alta MesaGroup Plan.

4.24 Related Party Transactions. Except as set forth on Schedule 4.24 or as disclosed in the Alta Mesa SEC Documents,as of the date of this Agreement, no Alta Mesa Entity is a party to any transaction or arrangement under which any (i) present or formerexecutive officer or director of Alta Mesa, (ii) beneficial owner (within the meaning of Section 13(d) of the Exchange Act) of 5% ormore of the Interests of Alta Mesa or (iii) Affiliate, �associate� or member of the �immediate family� (as such terms are respectivelydefined in Rules 12b-2 and 16a-1 of the Exchange Act) of any of the foregoing is a party to any actual or proposed loan, lease or othercontract with or binding upon any Alta Mesa Entity or owns or has any interest in any of their respective properties or assets, in eachcase as would be required to be disclosed by Alta Mesa pursuant to Item 404 of Regulation S-K promulgated under the Exchange Act(each of the foregoing, a �Related Party Transaction�).

4.25 Brokers. Except as set forth in the Engagement Letters, the Alta Mesa Entities have no liability or obligation to payfees or commissions to any broker, finder or agent with respect to the Transactions for which Buyer, the General Partner, the Partnershipor the Alta Mesa Entities could become liable or obligated.

4.26 Alta Mesa SEC Documents.

(a) Since January 1, 2015, as of their respective dates, all forms, reports, schedules and statements filed or furnishedunder the 1933 Act or the Exchange Act (such forms, reports,

48

schedules and statements, the �Alta Mesa SEC Documents�) as amended, by Alta Mesa complied as to form in all material respectswith the applicable requirements of the 1933 Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC



thereunder applicable to such Alta Mesa SEC Documents, and none of the Alta Mesa SEC Documents contained, when filed or, ifamended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, anyuntrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statementstherein, in light of the circumstances under which they were made, not misleading.

(b) The financial statements of Alta Mesa and its consolidated Subsidiaries included in the Alta Mesa SEC Documents,including all notes and schedules thereto, complied in all material respects, when filed or if amended prior to the date of this Agreement,as of the date of such amendment, with the rules and regulations of the SEC with respect thereto, were prepared in accordance withGAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of theunaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordancewith applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) thefinancial position of Alta Mesa and its consolidated Subsidiaries, as of their respective dates and the results of operations and the cashflows of Alta Mesa and its consolidated Subsidiaries, for the periods presented therein.

4.27 Information Supplied. The information supplied or to be supplied by the Alta Mesa Entities for inclusion in theProxy Statement will not, at the time the Proxy Statement is first mailed to the stockholders of Buyer and at the time of any meeting ofBuyer�s stockholders to be held in connection with the Transactions, contain any untrue statement of a material fact or omit to state anymaterial fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under whichthey are made, not misleading, except that no warranty or representation is made by the Alta Mesa Entities with respect to statementsmade or incorporated by reference therein based on information supplied by Buyer for inclusion therein.

4.28 Preferential Rights. There are no rights of first refusal, preferential purchase rights, purchase options or similarrights with respect to the Contributed Interests or the Assets of the Alta Mesa Entities that are triggered by the execution and delivery bythe Alta Mesa Parties of this Agreement or any other transaction document to which they are a party or the consummation by the AltaMesa Parties of the transactions contemplated hereby or thereby.

4.29 Credit Support Instruments. Schedule 4.29 contains a true and correct list of all bonds, guaranties, letters of credit,cash collateral and other similar credit support instruments maintained by the Alta Mesa Entities with any Governmental Authority orother third party with respect to the Assets.

ARTICLE VREPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to the Contributor that:

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5.1 Organization. Buyer is a corporation duly formed, validly existing and in good standing under the Laws of the Stateof Delaware. The Partnership is a limited partnership duly formed, validly existing and in good standing under the Laws of the State ofDelaware. The General Partner is a limited liability company duly formed, validly existing and in good standing under the Laws of theState of Delaware.

5.2 Authorization. Subject to the requisite approval of the Stockholder Proposals as to Buyer, Buyer, the General Partnerand the Partnership have all requisite corporate or limited partnership power and authority, as applicable, to execute and deliver thisAgreement and the Ancillary Agreements to be delivered by Buyer, the General Partner or the Partnership, as applicable, at Closing, toperform their obligations hereunder and thereunder, and to consummate the Transactions. The execution and delivery by Buyer of thisAgreement and by Buyer and the Partnership of the Ancillary Agreements to be delivered by Buyer, the General Partner or thePartnership, as applicable, at Closing, and, subject to the requisite approval of the Stockholder Proposals as to Buyer, the performanceby them of their respective obligations hereunder and thereunder, have been duly and validly authorized by all necessary corporate orlimited partnership action, as applicable. This Agreement has been, and the Ancillary Agreements to be delivered by Buyer, the GeneralPartner or the Partnership at Closing will at Closing be, duly and validly executed and delivered by Buyer, the General Partner and thePartnership, as applicable, and constitutes (or, in the case of the Ancillary Agreements to be delivered by Buyer, the General Partner orthe Partnership, as applicable, at Closing will, at Closing, constitute) the legal, valid and binding obligation of Buyer, the General



Partner and the Partnership enforceable against Buyer, the General Partner and the Partnership in accordance with its terms, except asthe same may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, arrangement, moratorium or other similarLaws relating to or affecting the rights of creditors generally, or by general equitable principles.

5.3 No Conflicts. Except (i) for such filings as may be required under the HSR Act and (ii) as may result from any factsor circumstances relating solely to the Contributor or any of their respective affiliates and assuming all Governmental Approvalsdisclosed on Schedule 5.4 have been made or obtained, the execution and delivery by Buyer or the Partnership of this Agreement or theAncillary Agreements to be delivered by Buyer, the General Partner or the Partnership, as applicable, do not, and the performance byBuyer, the General Partner or the Partnership, as the case may be, of its obligations under this Agreement or the Ancillary Agreementsdoes not:

(a) violate or result in a breach of Buyer�s, the General Partner�s or the Partnership�s Organizational Documents;

(b) result in any breach of, or constitute a default under (or constitute an event which with the giving of notice or lapse oftime, or both, would become a default), or give to any third party (other than a Governmental Authority) any right of termination,consent, acceleration or cancellation of, or result in the creation of any Lien on any of the Assets of Buyer or the Partnership pursuantto, any Contract to which Buyer or the Partnership, as the case may be, is a party or by which such Assets are bound, except as wouldnot reasonably be expected to materially impede Buyer�s or the Partnership�s ability to consummate the Transactions or result

50

in a material Liability to Buyer or the Partnership and except for the Buyer Stockholder Redemption Right; or

(c) violate or result in a breach of any Law applicable to Buyer or the Partnership, except as would not reasonably beexpected to result in a material adverse effect on Buyer�s or the Partnership�s ability to consummate the Transactions or result in amaterial Liability to Buyer or the Partnership.

5.4 Governmental Approvals. No Governmental Approval is required to be made or obtained by Buyer, the GeneralPartner, the Partnership or any of their Affiliates in connection with the execution, delivery and performance of this Agreement or theconsummation of the Transactions, except (a) as may be necessary as a result of any facts or circumstances relating solely to theContributor or any of their respective Affiliates, (b) as would not reasonably be expected to result in a material adverse effect onBuyer�s ability to consummate the Transactions, (c) for such filings as may be required under the HSR Act, (d) compliance with anyapplicable requirements of any applicable securities Laws, whether federal, state or foreign and (e) as disclosed on Schedule 5.4.

5.5 Capital Structure. As of the Execution Date, the authorized capital stock of Buyer consists of (a) 400,000,000 sharesof Buyer Class A Common Stock, (b) 50,000,000 shares of Buyer Class B Common Stock and (c) 1,000,000 shares of preferred stock,par value $0.001 per share (the �Buyer Preferred Stock�). At the close of business on August 11, 2017: (i) 103,500,000 shares ofBuyer Class A Common Stock were issued and outstanding, (ii) 25,875,000 shares of Buyer Class B Common Stock were issued andoutstanding, (iii) no shares of Buyer Preferred Stock were issued and outstanding, and (iv) 49,633,333 warrants, each entitling theholder thereof to purchase one share of Buyer Class A Common Stock at an exercise price of $11.50 per share of Buyer Class ACommon Stock (the �Buyer Warrants�) were issued and outstanding. All outstanding shares of Buyer Class A Common Stock andBuyer Class B Common Stock are validly issued, fully paid and non-assessable and are not subject to preemptive rights. Except for theBuyer Class B Common Stock and the Buyer Warrants, there are no outstanding (a) securities of Buyer convertible into or exchangeablefor shares of capital stock or other equity interest or voting securities of Buyer, (b) options, warrants or other rights (includingpreemptive rights) or agreements, arrangement or commitments of any character, whether or not contingent, of Buyer to acquire fromany Person, and no obligation of Buyer to issue, any shares of capital stock or other equity interest or voting securities of Buyer or anysecurities convertible into or exchangeable for such shares of capital stock or other equity interest or voting securities, other thanpursuant to the Forward Purchase Agreements and the rights of the Contributor, Bayou City, Highbridge, Management, the KingfisherContributor and the Riverstone Contributor to acquire shares of Buyer Class C Common Stock, Buyer Series A Preferred Stock andBuyer Series B Preferred Stock pursuant to this Agreement, the Kingfisher Contribution Agreement and the Riverstone ContributionAgreement, as applicable, (c) equity equivalents or other similar rights of or with respect to Buyer, or (d) obligations of Buyer torepurchase, redeem, or otherwise acquire any of the foregoing securities, shares of capital stock, options, equity equivalents, interests orrights, other than shares of Buyer Class C Common Stock. Buyer has no direct or indirect equity interests, participation or voting right



or other investment (whether debt, equity or otherwise) in any Person (including any Contract in the nature of a voting trust or similaragreement or understanding) or any other equity equivalents in

51

or issued by any other Person other than its direct and indirect equity interests in the General Partner and the Partnership or as may beacquired pursuant to this Agreement, the Kingfisher Contribution Agreement or the Riverstone Contribution Agreement. The BuyerClass C Common Stock to be issued to the Contributor hereunder upon Closing or as Earn-Out Consideration, when delivered, shall beduly authorized and validly issued, fully paid and non-assessable, and issued in compliance with all applicable state and federalsecurities Laws and not subject to, and not issued in violation of, any options, warrants, calls, rights (including preemptive rights),Organizational Documents, commitments or agreements to which Buyer is a party or by which it is bound. The Buyer Series APreferred Stock to be issued to Bayou City, Highbridge and Management hereunder upon Closing, when delivered, shall be dulyauthorized and validly issued, fully paid and non-assessable, and issued in compliance with all applicable state and federal securitiesLaws and not subject to, and not issued in violation of, any options, warrants, calls, rights (including preemptive rights), theOrganizational Documents, commitments or agreements to which Buyer is a party or by which it is bound. Other than the FounderRegistration Rights Agreement or the Registration Rights Agreement, the Buyer has no obligation to register, on behalf of anystockholder or other security holder of the Buyer, any securities of the Buyer under the Securities Act.

5.6 Capitalization of the General Partner and the Partnership. As of the Execution Date, Buyer owns all of theoutstanding limited liability company interests in the General Partner and all of the outstanding limited partner interests in thePartnership, and the General Partner owns a non-economic general partner interest in the Partnership. The limited partner and generalpartner interests of the Partnership are duly authorized and validly issued. There are no outstanding (a) securities of the General Partneror the Partnership convertible into or exchangeable for other Interests in the General Partner or the Partnership, as applicable,(b) options, warrants or other rights (including preemptive rights) or agreements, arrangement or commitments of any character,whether or not contingent, relating to issued or unissued capital stock or other Interests in the General Partner or the Partnership, asapplicable, (c) obligations of the Partnership to issue any Interests in the General Partner or the Partnership or any securities convertibleinto or exchangeable for such Interest, other than the rights of the Contributor, the Kingfisher Contributor and the RiverstoneContributor to acquire Common Units pursuant to this Agreement, the Kingfisher Contribution Agreement and the RiverstoneContribution Agreement, respectively, and (d) obligations of the General Partner or the Partnership to repurchase, redeem, or otherwiseacquire any of the foregoing securities, options, equity equivalents, Interests or rights. The Common Units to be issued to theContributor hereunder upon Closing or as Earn-Out Consideration, when delivered, shall be duly authorized and validly issued, fullypaid (to the extent required under the A&R LP Agreement) and non-assessable (except as such nonassessability may be affected bySections 17-303(a), 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act, as amended), and issued incompliance with all applicable state and federal securities Laws and not subject to, and not issued in violation of, any options, warrants,calls, rights (including preemptive rights), Organizational Documents, commitments or agreements to which Buyer or the Partnership isa party or by which it is bound.

5.7 No Undisclosed Liabilities. There are no Liabilities of Buyer or any of its Subsidiaries of any kind whatsoever,whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (a) liabilities adequately provided for on thebalance sheet of Buyer dated as of March 31, 2017 (including the notes thereto) contained in Buyer�s Quarterly

52

Report on Form 10-Q for the quarter ended March 31, 2017; (b) Liabilities incurred in the ordinary course of business subsequent toMarch 31, 2017; (c) Liabilities for fees and expenses incurred in connection with the Transactions, the transactions contemplated by theKingfisher Contribution Agreement and the transactions contemplated by the Riverstone Contribution Agreement; and (d) Liabilitiesnot required to be presented on the face of an unaudited interim balance sheet prepared in accordance with GAAP.

5.8 Buyer SEC Documents; Controls.



(a) Since March 31, 2017, Buyer has timely filed or furnished with the SEC all forms, reports, schedules and statementsrequired to be filed or furnished under the 1933 Act or the Exchange Act (such forms, reports, schedules and statements, the �BuyerSEC Documents�). As of their respective dates, each of the Buyer SEC Documents, as amended (including, without limitation, allfinancial statements included therein, exhibits and schedules thereto and documents incorporated by reference therein), complied in allmaterial respects with the applicable requirements of the 1933 Act, or the Exchange Act, as the case may be, and the rules andregulations of the SEC thereunder applicable to such Buyer SEC Documents, and none of the Buyer SEC Documents contained, whenfiled or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that areamended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make thestatements therein, in light of the circumstances under which they were made, not misleading. To the Knowledge of Buyer, as of thedate hereof, (A) none of the Buyer SEC Documents are the subject of ongoing SEC review or outstanding SEC comment and(B) neither the SEC nor any other Governmental Authority is conducting any investigation or review of any Buyer SEC Document. Nonotice of any SEC review or investigation of Buyer or the Buyer SEC Documents has been received by Buyer.

(b) The financial statements of Buyer included in the Buyer SEC Documents, including all notes and schedules thereto,complied in all material respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, withthe rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis duringthe periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted byRule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements ofGAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of Buyer and itsconsolidated Subsidiaries, as of their respective dates and the results of operations and the cash flows of Buyer and its consolidatedSubsidiaries, for the periods presented therein.

(c) Buyer has established and maintains disclosure controls and procedures and internal control over financial reporting(as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15under the Exchange Act and the listing standards of NASDAQ. Buyer�s disclosure controls and procedures are reasonably designed toensure that all material information required to be disclosed by Buyer in the reports that it files under the Exchange Act are recorded,processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such

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material information is accumulated and communicated to Buyer�s management as appropriate to allow timely decisions.

5.9 Legal Proceedings. There is no Proceeding (filed by any Person other than the Contributor or any of its Affiliates)pending or, to Buyer�s Knowledge, threatened, against Buyer or the Partnership before or by any Governmental Authority, which seeksan Order restraining, enjoining or otherwise prohibiting or making illegal any of the Transactions. There are, as of the date hereof, andsince their respective dates of formation, through the date hereof, there have not been, any Proceedings pending, or, to Buyer�sKnowledge, threatened against Buyer or the Partnership by or before any Governmental Authority and Buyer is not subject to, and noAsset of Buyer is bound or affected by, any outstanding orders, writs, judgments, injunctions, decrees, stipulations, determinations orawards entered by or with any Governmental Authority.

5.10 Compliance with Laws and Orders. Each of Buyer and the Partnership is and since its respective date of formationhas been in compliance in all material respects with all Laws and Orders applicable to it except where such non-compliance would notreasonably be expected to result in a material Liability to Buyer or the Partnership.

5.11 Brokers. Neither Buyer nor the Partnership has any liability or obligation to pay fees or commissions to any broker,finder or agent with respect to the Transactions.

5.12 Trust Account. As of the Execution Date, Buyer has (and, assuming no holders of Buyer Class A Common Stockexercise the Buyer Stockholder Redemption Right, will have immediately prior to the Closing) at least $995 million in the TrustAccount, with such funds invested in United States Government securities or money market funds meeting certain conditions underRule 2a-7 promulgated under the Investment Company Act of 1940 and held in trust by the Trustee pursuant to the Trust Agreement.



The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Buyer and the Trustee, enforceable inaccordance with its terms. As of the date hereof, the Trust Agreement has not been terminated, repudiated, rescinded, amended,supplemented or modified, in any respect, and no such termination, repudiation, rescission, amendment, supplement or modification iscontemplated. As of the date hereof, there are no side letters and (except for the Trust Agreement) there are no agreements, contracts,arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of theTrust Agreement in the SEC Documents to be inaccurate in any material respect or (ii) entitle any Person (other than holders of BuyerClass A Common Stock who shall have exercised their Buyer Stockholder Redemption Right) to any portion of the proceeds in theTrust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except (A) to pay income and franchisetaxes from any interest income earned in the Trust Account and (B) to redeem shares of Buyer Class A Common Stock pursuant to theBuyer Stockholder Redemption Right. As of the date hereof, there are no Proceedings pending or, to the knowledge of Buyer,threatened with respect to the Trust Account.

5.13 Information Supplied; Proxy Statement. The information supplied or to be supplied by Buyer for inclusion in theProxy Statement will not, at the time the Proxy Statement is first mailed to the stockholders of Buyer and at the time of any meeting ofBuyer�s stockholders to be held in connection with the Transactions, contain any untrue statement of a

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material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in lightof the circumstances under which they are made, not misleading. The Proxy Statement (other than with respect to information suppliedby the Contributor or the Alta Mesa Entities for inclusion therein) will comply in all material respects with the applicable requirementsof the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement.

5.14 Absence of Certain Changes or Events. Since March 31, 2017 through the date hereof, there has not been any BuyerMaterial Adverse Effect. Neither Buyer nor the Partnership has conducted any business other than its formation, the public offering ofits securities (and the related private offerings), the making of public reports under the Exchange Act and the search for, and preparationfor the execution of, a business combination.

5.15 No Default. Neither Buyer nor Partnership is in default or violation (and no event has occurred which, with notice orthe lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) the OrganizationalDocuments of Buyer or Partnership, (ii) any Contract to which Buyer is a party or by which Buyer is bound, or (iii) any Law applicableto Buyer, except, in the cases of clauses (ii) and (iii), for defaults or violations which would not be reasonably likely to haveconsequences that would, individually or in the aggregate, be material to Buyer.

5.16 Listing. The issued and outstanding shares of Buyer Class A Common Stock, the Buyer Warrants, and the Buyerunits (consisting of one share of Buyer Class A Common Stock and one-third of one Buyer Warrant) (the foregoing, collectively, the�Buyer Public Securities�) are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NASDAQ. Thereis no suit, action, proceeding or investigation pending or, to the Knowledge of Buyer, threatened against Buyer by NASDAQ or the SECwith respect to any intention by such entity to deregister any Buyer Public Securities or prohibit or terminate the listing of any BuyerPublic Securities on NASDAQ. Buyer has taken no action that is designed to terminate the registration of Buyer Public Securities underthe Exchange Act. Buyer has not received any written or, to Buyer�s Knowledge, oral deficiency notice from NASDAQ relating to thecontinued listing requirements of the Buyer Public Securities.

5.17 Financial Resources. Subject to the satisfaction of the conditions set forth in Article VII, Buyer will have sufficientcash on hand at Closing to enable it to pay the Cash Consideration and to consummate the Transactions.

5.18 Investment Company. Buyer is not an �investment company� within the meaning of the Investment Company Act of1940, as amended.

5.19 Accredited Investor; Investment Intent. Each of Buyer and the Partnership is an accredited investor as defined inRegulation D under the 1933 Act. The Partnership is acquiring the Contributed Interests for its own account for investment and notwith a view to, or for sale or other disposition in connection with, any distribution of all or any part thereof, except in compliance withapplicable federal and state securities Laws, nor with any present intention of distributing or selling any of the Contributed Interestsexcept in compliance with applicable federal and state securities Laws.



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5.20 Opportunity for Independent Investigation. In entering into this Agreement, Buyer has relied solely upon theContributor�s and the Alta Mesa Parties� express representations and warranties set forth in Article III and Article IV and in the ClosingCertificates delivered by each Contributor and the Alta Mesa Parties, Buyer�s own expertise, and Buyer�s professional counsel as to theTransactions, the Contributed Interests, and the Assets and business and business of the Alta Mesa Entities, and the value thereof, andnot on any other comments, representations, warranties or statements of, or information provided by, any Contributor or anyRepresentatives of any Contributor. Buyer acknowledges and affirms that it has completed an independent investigation, verification,analysis, and evaluation of the Contributed Interests and Assets of the Alta Mesa Entities and has made all such reviews and inspectionsof the Contributed Interests and Assets of the Alta Mesa Entities as it has deemed necessary or appropriate to enter into this Agreementthe Ancillary Agreements; provided that the foregoing shall in no event limit in any respect any of the representations or warranties setforth in Article III or Article IV or in any Closing Certificate delivered by the Contributor and the Alta Mesa Parties. Except for therepresentations and warranties expressly made by any Contributor in Article III and by the Alta Mesa Parties in Article IV or in theClosing Certificate to be delivered by each Contributor and the Alta Mesa Parties, Buyer acknowledges that no Contributor or any otherPerson has made, and Buyer has not relied upon, any representations or warranties, express or implied, as to the financial condition,physical condition, title, environmental conditions, liabilities, operations, business, prospects of or title to the Contributed Interests, theAlta Mesa Entities or any of their Assets.

ARTICLE VICOVENANTS

6.1 Regulatory and Other Approvals.

(a) Each Party shall use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause tobe done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective the Transactions,including (i) filing any notification and report forms required for the consummation of the Transactions under the HSR Act withinfifteen (15) Business Days after the Execution Date; and (ii) using commercially reasonable efforts to cause any applicable waitingperiod under the HSR Act with respect to the Transactions to expire or terminate at the earliest time that is reasonably practicable andshall request �early termination� with respect to the waiting period under the HSR Act. Buyer shall not agree to extend any waitingperiod under the HSR Act without the prior written consent of the Contributor. Buyer shall pay any HSR Act filing fee as provided bystatute. Otherwise, each Party shall each pay its own preparation costs and expenses.

(b) Each Party shall, and shall cause its respective Subsidiaries to, (i) promptly inform the other Parties of, and supply tothe other Parties, any communication (or other correspondence or memoranda) from or to, and any proposed understanding oragreement with, any Governmental Authority in connection with this Agreement or the Transactions; (ii) consult and cooperate in goodfaith with the other Parties in connection with any filings, notifications, submissions, analyses, appearances, presentations, memoranda,briefs, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions andProceedings with Governmental Authorities relating to this Agreement or the

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Transactions, including, subject to applicable Law, permitting the other Parties to review in advance, and considering in good faith theviews of the other Party with respect to, any proposed written communication to any Governmental Authority and to promptly providethe other Parties with copies of any communication to any Governmental Authority; (iii) use commercially reasonable efforts to comply,as promptly as reasonably practicable, with any requests received by a Party or any of its Subsidiaries under the HSR Act and any otherapplicable Law for additional information, documents or other materials; (iv) give the other Parties reasonable advance notice of its orits Subsidiaries� intention to participate in any meeting or telephone or other discussion with any Governmental Authority with respectto the Transactions or any filings, investigations or inquiries made in connection with the Transactions, and an opportunity to participatein such meeting or discussion; and (v) contest and resist any Proceeding instituted (or threatened in writing to be instituted) by anyGovernmental Authority challenging the Transactions as being in violation of any applicable Law.



(c) Buyer shall take any and all steps and make any and all undertakings necessary to avoid or eliminate each and everyimpediment under the HSR Act or any other antitrust, competition, or trade regulation Law that may be asserted by any GovernmentalAuthority with respect to the Transactions so as to enable the Closing to occur as soon as reasonably practicable (and in any event, nolater than the Outside Date), including proposing, negotiating, committing to, and effecting by consent decree, hold separate Order, orotherwise, the sale, divestiture or disposition of such assets or businesses of Buyer (or its Subsidiaries) or of Alta Mesa (or itsSubsidiaries), or otherwise taking or committing to take actions that limit Buyer�s or its Subsidiaries� or Alta Mesa�s or itsSubsidiaries� freedom of action with respect to, or their ability to retain, any of the businesses, product lines or Assets of Buyer (or itsSubsidiaries) or Alta Mesa (or its Subsidiaries), as may be required in order to avoid the entry of, or to effect the dissolution of, anyinjunction, temporary restraining Order, or other order in any Proceeding, which would otherwise have the effect of preventing ordelaying the Closing.

6.2 Access.

(a) From the Execution Date until the earlier of termination of this Agreement in accordance with its terms and theClosing (the �Interim Period�), the Contributor and the Alta Mesa Parties shall provide Buyer and its Representatives with reasonableaccess, upon reasonable prior notice and during normal business hours, to all Assets owned, leased or operated by the Alta MesaEntities, and shall use commercially reasonable efforts to provide Buyer and its Representatives access to all Assets operated by thirdparties, books and records, Contracts, documents, officers, employees, agents, legal advisors, accountants and properties of the AltaMesa Entities, and the Contributor and the Alta Mesa Parties shall furnish reasonably promptly to Buyer and its Representatives suchinformation concerning the Alta Mesa Entities and their Assets, business, books and records, Contracts, properties and personnel as maybe reasonably requested, from time to time, by or on behalf of Buyer. Buyer and its Representatives shall conduct any such activities insuch a manner as not to interfere unreasonably with the business of the Alta Mesa Entities. The Contributor shall have the right to havea Representative present for any communication with officers of the Alta Mesa Parties, and Buyer shall, and shall use commerciallyreasonable efforts to cause its Representatives to, observe and comply with all applicable health, safety and security requirements of theContributor, the Alta Mesa Entities and any other operator of the Alta Mesa Entities� Assets if Buyer exercises its rights to access any

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Assets or properties of the Alta Mesa Entities under this Section 6.2. Neither Buyer nor its Representatives shall contact any of theemployees, customers, suppliers, operators, working interest owners, royalty owners, gatherers, or parties that have businessrelationships with the Alta Mesa Entities in connection with the Transactions without the specific prior written authorization of AltaMesa. For purposes of clarification, Buyer and its Representatives shall be permitted to conduct non-invasive environmentalassessments, including any Phase I environmental site assessments in accordance with ASTM Standard E1527-13, but Buyer and itsRepresentatives shall not be entitled, prior to the Closing, to collect any air, soil, surface water or ground water samples nor to performany invasive or destructive sampling on, under, at or from the Alta Mesa Real Property. Buyer shall hold in confidence all informationdisclosed to Buyer or its Representatives hereunder on the terms and subject to the conditions contained in the ConfidentialityAgreement. Notwithstanding anything to the contrary in this Section 6.2, Buyer shall have no right of access to, and none of theContributor nor any of their respective Affiliates shall have any obligation to provide any information (1) relating to bids received fromothers in connection with the Transactions and information and analysis (including financial analysis) relating to such bids or (2) thedisclosure of which could reasonably be expected to (x) jeopardize any privilege available to any Contributor or any of its respectiveAffiliates, (y) cause any Contributor or any of its respective Affiliates to breach a Contract, or (z) result in a violation of Law; providedthat, in the event that the restrictions in clause (2) of this sentence apply, the Contributor shall provide Buyer with a reasonably detaileddescription of the information not provided, and the Contributor shall cooperate in good faith to design and implement alternativedisclosure arrangements to enable Buyer to evaluate such information without violating such Law or Contract or jeopardizing suchprivilege. Subject to the limitations set forth in Section 11.13, to the extent Buyer has any assets other than its interest in the TrustAccount, promptly upon completion of any access under this Section 6.2, Buyer shall repair at its sole expense any damage caused bysuch access.



(b) During the Interim Period, Buyer shall provide the Alta Mesa Parties and their Representatives with reasonableaccess, upon reasonable prior notice and during normal business hours, to all Assets, books and records, Contracts, documents, officers,employees, agents, legal advisors and accountants of Buyer, and Buyer shall furnish reasonably promptly to the Alta Mesa Parties andtheir Representatives such information concerning Buyer�s business, books and records, Contracts, properties and personnel as may bereasonably requested, from time to time. The Alta Mesa Parties and their Representatives shall conduct any such activities in such amanner as not to interfere unreasonably with the business of Buyer. Notwithstanding anything to the contrary in this Section 6.2, theAlta Mesa Parties shall have no right of access to, and Buyer and its Affiliates shall not have any obligation to provide any informationthe disclosure of which could reasonably be expected to (x) jeopardize any privilege available to Buyer or any of its Affiliates, (y) causeBuyer or any of its Affiliates to breach a Contract, or (z) result in a violation of Law; provided that, in the event that the restrictions inthis sentence apply, Buyer shall provide the Alta Mesa Parties with a reasonably detailed description of the information not provided,and Buyer shall cooperate in good faith to design and implement alternative disclosure arrangements to enable the Alta Mesa Parties toevaluate such information without violating such Law or Contract or jeopardizing such privilege.

(c) Subject to the limitations set forth in Section 11.13, to the extent Buyer has any assets other than its interest in theTrust Account, Buyer agrees to indemnify, defend and hold

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harmless each Contributor, its respective Affiliates and its and their respective Representatives for any and all Losses incurred by theContributor, its respective Affiliates or its or their respective Representatives arising solely as a result of actions taken by Buyer or itsRepresentatives at any Alta Mesa Real Property pursuant to the access rights under Section 6.2(a), including any Claims by any ofBuyer�s Representatives for any injuries or property damage while present on the Alta Mesa Real Property; provided that the foregoingindemnification shall not apply to such Claims and Losses as are caused by the willful misconduct or gross negligence of a Contributor,its Affiliates or its and their respective Representatives, or any Alta Mesa Entity.

6.3 Conduct of Business. Except as specifically provided in this Agreement (including Schedule 6.3), as required byapplicable Law or in response to an Emergency, during the Interim Period, the Contributor shall cause each Alta Mesa Entity to andeach Alta Mesa Entity shall (a) conduct its operations in the ordinary course of business and (b) use its commercially reasonable effortsto (i) preserve intact its present business organization, (ii) maintain in effect its material Contracts and Permits, (iii) retain its currentofficers, (iv) preserve its relationships with its key customers and suppliers, (v) preserve, maintain, and protect its material Assets and(vi) maintain, with financially responsible insurance companies, insurance in such amounts and against such risks and losses as ismaintained by it at present.

6.4 Certain Restrictions.

(a) During the Interim Period, except as expressly permitted or required by the other terms of this Agreement, asotherwise described on Schedule 6.4(a), as required by applicable Law, or as consented to or approved in writing by Buyer, whichconsent or approval will not be unreasonably withheld, conditioned or delayed, no Contributor shall:

(i) create any Lien (other than any Lien that will be released at or prior to Closing) against any of theContributed Interests;

(ii) sell, transfer, convey or otherwise dispose of any of the Contributed Interests; or

(iii) agree or commit to or permit any Affiliate of the Contributor to do any of the foregoing.

(b) Without limiting the generality of Section 6.4(a), during the Interim Period, except as expressly permitted or requiredby the other terms of this Agreement, as otherwise described in Schedule 6.4(b), as required by applicable Law or as consented to or



approved in writing by Buyer, which consent or approval will not be unreasonably withheld, conditioned or delayed, the Alta MesaParties shall not, and the Contributor and the Alta Mesa Parties shall cause the Alta Mesa Entities to not:

(i) amend or propose to amend the Organizational Documents of any Alta Mesa Entity other than in connectionwith the Pre-Closing Reorganization;

(ii) (A) offer, issue, sell, grant or deliver, or authorize or propose to offer, issue, sell, grant or deliver, anyInterests or equity equivalents in any Alta Mesa Entity

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(other than to the Riverstone Contributor in accordance with the Alta Mesa Partnership Agreement), or (B) amend in anymaterial respect any of the terms of any securities of any Alta Mesa Entity outstanding as of the Execution Date other inconnection with the Pre-Closing Reorganization;

(iii) (A) split, combine, or reclassify any Interests in any Alta Mesa Entity, (B) declare, set aside or pay anydividends on, or make any other distribution in respect of, any outstanding Interests in any Alta Mesa Entity, except (x) fordividends and distributions by a direct or indirect wholly owned Subsidiary of Alta Mesa to Alta Mesa or a direct or indirectwholly owned Subsidiary of Alta Mesa, (y) with respect to Alta Mesa, tax distributions in the ordinary course of business andin accordance with the Existing Alta Mesa Partnership Agreement, or (z) for dividends and distributions pursuant to the Pre-Closing Reorganization, (C) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, anyInterests of any Alta Mesa Entity or (D) adopt a plan of complete or partial liquidation or resolutions providing for orauthorizing a liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any AltaMesa Entity;

(iv) except in response to an Emergency, (A) create, incur, guarantee or assume any Indebtedness or otherwisebecome liable or responsible for the obligations of any other Person (other than Alta Mesa, Alta Mesa GP or any Alta MesaEntity) that remains outstanding as of the Closing; provided, however, that the foregoing shall not restrict (1) the incurrence ofIndebtedness under the Seventh Amended and Restated Credit Agreement dated as of November 10, 2016 among Alta Mesa,as borrower, Wells Fargo Bank, National Association, as administrative agent and lender, and the other lenders party thereto,(2) any extensions, renewals or refinancings of existing Indebtedness (including related premiums and expenses) so long as anysuch extension, renewal or refinancing is on substantially the same or more favorable terms to Alta Mesa than such existingIndebtedness or (3) any Indebtedness incurred by Alta Mesa that is owed to any Alta Mesa Entity or by any wholly Subsidiaryof Alta Mesa that is owed to Alta Mesa or another wholly owned Subsidiary of Alta Mesa, or (B) mortgage or pledge anymaterial Assets of the Alta Mesa Entities, or create any material Lien thereon that is not released at or prior to Closing, otherthan Permitted Liens or the creation of any Lien to secure any Indebtedness permitted to be incurred under clause (A) above;

(v) sell, or otherwise dispose of any material portion of its Assets, except (A) pursuant to existing MaterialContracts, (B) the sale of obsolete Assets of the Alta Mesa Entities in the ordinary course of business or (C) sales ofHydrocarbons from production in the ordinary course of business;

(vi) (A) acquire (by merger, consolidation, or acquisition of stock or assets or otherwise) any corporation,partnership, limited liability company, or other business organization or division thereof other than (w) Organic CapEx inaccordance with the Budget, (x) Inorganic Acquisition CapEx of up to $25 million per acquisition, (y) Inorganic AcquisitionCapEx for over $25 million per acquisition, subject to the conditions contained in the Alta Mesa Partnership Agreement, or(z) pursuant to a Contract in effect as of the Execution Date, (B) form any joint venture or similar

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arrangement or (C) make any loans, advances or capital contributions to, or investments in, any Person, except for loans,advances or capital contributions in the form of trade credit granted to customers in the ordinary course of business consistentwith past practice;

(vii) change in any material respect any of the financial accounting principles, practices or methods used by anyAlta Mesa Entity, except for any change required by reason of a concurrent change in GAAP or statutory accountingrequirements;

(viii) enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closingagreement relating to any Tax other than any customary Tax sharing or indemnification provisions contained in any agreemententered into in the ordinary course of business and not primarily relating to Tax;

(ix) settle or offer or propose to settle any Proceeding (other than a Proceeding relating to Taxes) against anyAlta Mesa Entity unless such settlement (A) requires the payment of less than $1,000,000, which payment is made prior toClosing, (B) involves the unconditional release of such Alta Mesa Entity with respect to the subject matter of the Proceeding,(C) does not impose any material obligations on any Alta Mesa Entity after the Closing and (D) does not involve an admissionof criminal wrongdoing by any Alta Mesa Entity;

(x) amend in any material respect, terminate or waive any material right under any Material Contract, other thanContracts that terminate pursuant to their terms;

(xi) except for expenditures necessary to respond to an Emergency, authorize or make capital expendituresexcept as set forth in the Budget or in accordance with Section 6.4(b)(vi);

(xii) amend or modify in any material respect the Budget;

(xiii) (A) except consistent with past practice and in the ordinary course of business, grant any increases in thecompensation (including bonuses) or benefits payable or to become payable to any of the directors, officers, employees orindependent contractors of any of the Alta Mesa Entities, (B) enter into any new, or amend any existing, employment,retention, change in control or severance or termination agreement with any currently existing director, officer, employee orindependent contractor; (C) terminate, establish or become obligated under any collective bargaining agreement; (D) enter intoany new material, or amend any, Alta Mesa Group Plan or other Benefit Plan if such amendment would have the effect ofmaterially enhancing any benefits or increasing the costs of providing benefits thereunder; or (E) terminate the employment ofany executive officer or management-level employee (except for a for-cause termination);

(xiv) take any action that would or would reasonably be expected to hinder, prevent, delay or interfere with, inany manner, the Closing and the consummation of the Transactions;

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(xv) enter into or amend the terms of any Related Party Transaction other than in connection with the Pre-Closing Reorganization; or

(xvi) agree or commit to do any of the foregoing.



(c) During the Interim Period, except as expressly permitted or required by the other terms of this Agreement, as requiredby any applicable Law, or consented to or approved in writing by the Contributor, which consent or approval will not be unreasonablywithheld, conditioned or delayed, Buyer shall not, and Buyer shall cause its Subsidiaries not to:

(i) amend or propose to amend (A) the Organizational Documents of Buyer or any of its Subsidiaries, otherthan in connection with the Stockholder Proposals, or (B) the Trust Agreement or any other agreement related to the Trust Account;

(ii) (A) offer, issue, sell, grant or deliver, or authorize or propose to offer, issue, sell, grant or deliver, anyInterest of Buyer or any of its Subsidiaries, other than in connection with the Kingfisher Contribution Agreement and the RiverstoneContribution Agreement, or (B) amend in any material respect any of the terms of any Interests of Buyer or any of its Subsidiariesoutstanding as of the Execution Date;

(iii) (A) split, combine, or reclassify any Interests in Buyer, (B) declare, set aside or pay any dividends on, ormake any other distribution in respect of, any outstanding Interests in Buyer, (C) repurchase, redeem or otherwise acquire, or offer torepurchase, redeem or otherwise acquire, any Interests in Buyer, other than pursuant to an exercise of a Buyer Stockholder RedemptionRight, or (D) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing a liquidation, dissolution, merger,consolidation, restructuring, recapitalization or other reorganization of Buyer or any of its Subsidiaries;

(iv) other than in connection with the Transactions, the transactions contemplated by the Kingfisher ContributionAgreement and the transactions contemplated by the Riverstone Contribution Agreement, create, incur, guarantee or assume anyIndebtedness or otherwise become liable or responsible for the obligations of any other Person;

(v) other than in connection with the Transactions, the transactions contemplated by the Kingfisher ContributionAgreement and the transactions contemplated by the Riverstone Contribution Agreement, (A) acquire (by merger, consolidation, oracquisition of stock or assets or otherwise) any corporation, partnership, limited liability company, or other business organization ordivision thereof, (B) form any joint venture or similar arrangement or exercise any rights under any existing joint venture or similaragreement, or (C) make any loans, advances or capital contributions to, or investments in, any Person; or

(vi) agree or commit to do any of the foregoing.

6.5 D&O Indemnity. Buyer shall not, and shall cause the Alta Mesa Entities from and after Closing not to, amend, waiveor otherwise modify the Organizational Documents of any Alta Mesa Entity to the extent such amendment, waiver or other modificationdoes or would reasonably be expected to reduce, limit, terminate or otherwise modify (in any manner adverse to any of theContributor�s Appointees, any Contributor or any of its respective Affiliates to the

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extent relating to the period prior to Closing) any obligation of Buyer or any of its Subsidiaries to indemnify pursuant to theOrganizational Documents of the Alta Mesa Entities the Contributor�s Appointees, the Contributor or its Affiliates to the extent relatingto periods prior to Closing. Buyer shall cause the Alta Mesa Entities to, effective as of the Closing Date, obtain and fully pay thepremium for �tail� insurance policies that cover the existing directors and officers of the Alta Mesa Entities for a claims-reporting ordiscovery period of at least seven years from and after the Closing Date from an insurance carrier with the same or better credit rating asAlta Mesa�s existing directors� and officers� insurance carrier and with terms, conditions, retentions and limits of liability that are noless advantageous than the coverage provided under Alta Mesa�s existing policies with respect to any actual or alleged error,misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against any of the Contributor�sAppointees by reason of his or her service as an officer or director of any Alta Mesa Entity at or prior to the Closing Date (including inconnection with this Agreement or the Transactions); provided, however, that Alta Mesa may not, without Buyer�s written consent,spend more than 300% (the �D&O Cap Amount�) of the last annual premium paid by Alta Mesa prior to the Execution Date per yearfor such coverage under such tail policy; provided further that if the cost of such insurance exceeds the D&O Cap Amount, and the Alta



Mesa Entities elect not to spend more than the D&O Cap Amount for such purposes, then the Alta Mesa Entities shall purchase as muchcoverage as is obtainable for the D&O Cap Amount which shall satisfy the obligations of Buyer and the Alta Mesa Entities under thisSection 6.5. From and after the Closing, in the event that Buyer or any of its successors or assigns (i) consolidates with or merges intoany other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all orsubstantially all of its properties and assets to any Person, then, in each such case, proper provisions shall be made so that the successorsand assigns of Buyer shall assume the obligations set forth in this Section 6.5. Buyer shall not sell, transfer, distribute or otherwisedispose of any of its assets in a manner that would reasonably be expected to render Buyer unable to satisfy their obligations under thisSection 6.5.

6.6 Tax Matters.

(a) The Contributor shall prepare or cause to be prepared (i) all Tax Returns required to be filed by the Alta Mesa Entitiesthat are due on or prior to the Closing Date, and (ii) any Tax Returns of Alta Mesa for Income Taxes that are imposed on a �flow-through� basis and required to be filed after the Closing Date for Tax periods ending on or prior to the Closing Date. Such Tax Returnsshall be prepared on a basis consistent with past practice except to the extent otherwise required by applicable Laws. Not later thanthirty (30) days prior to the due date (including extensions) for filing any such Tax Return, the Contributor shall deliver a copy of suchTax Return, together with all supporting documentation, to Buyer for its reasonable comment. The Contributor shall cause such TaxReturns (as revised to incorporate Buyer�s reasonable comments) to be timely filed and will provide a copy to Buyer. Buyer shallprepare or cause to be prepared and file or cause to be filed all other Tax Returns of the Alta Mesa Entities not specifically addressed inthe first sentence of this Section 6.6(a), including all Tax Returns required to be filed by the Alta Mesa Entities for any Tax period thatbegins before the Closing Date and ends on or after the Closing Date (the �Straddle Period�). Such Tax Returns for a Straddle Periodshall be prepared on a basis consistent with past practice except to the extent otherwise required by applicable Laws. Not later thanthirty (30) days prior to the due date for filing any such Tax Return for a Straddle Period, Buyer shall deliver a copy of such Tax

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Return, together with all supporting documentation, to the Contributor for its reasonable comment. Buyer shall cause such Tax Returnsfor a Straddle Period (as revised to incorporate the Contributor�s reasonable comments) to be timely filed and, if requested by theContributor, will provide a copy to the Contributor.

(b) No amended Tax Return for Income Taxes that are imposed on a �flow-through� basis with respect to a Pre-ClosingTax Period shall be filed by or on behalf of Alta Mesa without the consent of the Contributor, which consent shall not be unreasonablywithheld, conditioned or delayed.

(c) Buyer and the Contributor shall cooperate fully, and shall cause the Alta Mesa Parties to cooperate fully, as and to theextent reasonably requested by Buyer or the Contributor, in connection with the filing of Tax Returns and any audit or Proceeding withrespect to Taxes. Such cooperation shall include the retention and, upon the request of Buyer or the Contributor, the provision ofRecords and information that are reasonably relevant to any such audit or Proceeding and making employees available on a mutuallyconvenient basis to provide additional information and explanation of any material provided hereunder. Buyer and the Contributorfurther agree, upon request, to use commercially reasonable efforts to obtain any certificate or other document from any TaxingAuthority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed on any Contributor,Buyer, or the Alta Mesa Entities.

(d) Notwithstanding herein to the contrary:

(i) Buyer and the Alta Mesa Entities, on the one hand, and the Contributor, and their Affiliates, on the otherhand, shall promptly notify each other upon receipt by such party of written notice of any inquiries, claims, assessments, audits,Tax Proceedings or similar events with respect to Taxes relating to a Pre-Closing Tax Period (any such inquiry, claim,



assessment, audit or similar event, a �Tax Matter�); provided, that Buyer and the Alta Mesa Entities shall only be required tonotify the Contributor with respect to any Tax Matter relating to Income Taxes that are imposed on a �flow-through� basis withrespect to a Pre-Closing Tax Period. Any failure to so notify the other party of a Tax Matter shall not relieve such other partyfrom liability with respect to such Tax Matter except to the extent such party was actually and materially prejudiced as a resultthereof.

(ii) The Contributor shall have the sole right to control any Tax Proceeding with respect to Income Taxesimposed on a �flow-through� basis relating to any Tax period ending on or before the Closing Date, and to take any actions inconnection with such Tax Proceeding.

(iii) Except as provided in Section 6.6(d)(ii), Buyer shall have the right to control all other Tax Proceedingsrelating to any Taxes of the Alta Mesa Entities.

(e) In the event that any Transfer Taxes are imposed on the Transactions (other than the Pre-Closing Reorganization), thePartnership shall be responsible for the payment of all such Transfer Taxes. Each Contributor and Buyer shall timely file their own TaxReturns relating to

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Transfer Taxes as required by Law and shall notify the other Party when such filings have been made. Each Contributor and Buyer shallcooperate and consult with each other prior to filing such Tax Returns (i) in order to minimize such Transfer Taxes, and (ii) to ensurethat all such returns are filed in a consistent manner.

(f) Other than any customary Tax sharing or indemnification provisions contained in any agreement entered into in theordinary course of business and not primarily relating to Tax, all Tax sharing agreements or similar agreements between the Alta MesaEntities, on the one hand, and any of the Contributor and its Affiliates, on the other hand, shall be terminated prior to the Closing Date,and, after the Closing Date, no Alta Mesa Entity shall be bound thereby or have any liability thereunder.

(g) Intended Tax Treatment.

(i) The Parties agree that Alta Mesa will be a �disregarded entity,� as defined in Treasury RegulationSection 301.7701-3(a) immediately after the Closing Date.

(ii) The Parties agree that, except as required by applicable Laws, for U.S. federal income tax purposes, (A) thePartnership shall be treated as a continuation of Alta Mesa pursuant to Section 708(b)(1) of the Code; (B) the Contributor�s contributionof Contributed AM Interests in exchange for Common Units shall not be treated as a taxable exchange, (C) nonrecourse liabilities ofthe Partnership shall be allocated in a manner that is consistent with Treasury Regulation Section 1.752-3 and Treasury RegulationSection 1.707-5T(a)(2)(i), as applicable to minimize, to the greatest extent possible, the amount of gain that the Contributor wouldrecognize, if any, pursuant to Section 707 of the Code, if applicable, or Section 731(a) of the Code, as a result of the contribution ofContributed AM Interests, (D) if applicable, any transfer of money or other consideration to the Contributor shall be treated as areimbursement of preformation capital expenditures in connection with the contribution of the Contributed AM Interests to themaximum extent permitted pursuant to Treasury Regulation Section 1.707-4(d), and (E) to the extent permitted, issuances of Earn-OutConsideration shall be treated as events triggering an adjustment to the book value (under Section 704(b) of the Code) of the assets ofthe Partnership and the corresponding capital account adjustments shall be made in a manner determined to minimize differencesbetween the partners� capital accounts as determined on a per Common Unit basis. For the avoidance of doubt, except as required byapplicable Law, the Parties shall not treat (i) the purchase of Buyer Class C Stock pursuant to Sections 2.2, 2.6 and 2.7(a), (ii) the rightof a Contributor to have its Common Units redeemed by the Partnership, (iii) the receipt of the Tax Receivable Agreement or (iv) the



receipt of the Buyer Series A Preferred Stock, as consideration paid to the Contributor in connection with the contribution of theContributed AM Interests pursuant to Treasury Regulation Section 1.707-3.

(iii) The Parties shall (A) prepare and file all Tax Returns in a manner consistent with this Section 6.6(g), and(B) take no position inconsistent with this Section 6.6(g) in any Tax Return, Tax Matter, Tax Proceeding or otherwise absent adetermination within the meaning of Section 1313 of the Code to the contrary.

(h) Not later than 30 days after the Closing, the parties shall cooperate in good faith to prepare and agree to a statementreflecting a valuation of all of the assets of the Alta Mesa

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Entities in accordance with the principles of Sections 1060 and 755 of the Code, as applicable (the �Tax Allocation Statement�). TheParties agree to (i) be bound by the Tax Allocation Statement (if agreed) and (ii) act in accordance with the Tax Allocation Statement (ifagreed) in the preparation, filing and audit of any Tax Return.

(i) The Parties agree that the Partnership shall use the �traditional allocation method� as described in TreasuryRegulations Section 1.704-3(b) (including in connection with any �reverse 704(c) allocation� that may be required in connection with a�book-up� of the Partnership�s assets in connection with the Contributions contemplated by this Agreement.

(j) The Contributor and Ellis acknowledge and agree that the Founder Notes are properly treated as equity interests inAlta Mesa for U.S. federal income tax purposes, and consistent with the foregoing, the Contributor and Ellis agree to cause Alta Mesa totreat the Founder Notes as equity interests in Alta Mesa on the 2016 IRS Form 1065 (Return of Partnership Income) filed by Alta Mesa(including by issuing Ellis a K-1 as payee under the Founder Notes). Notwithstanding the foregoing, (i) the Contributor and Ellis agreethat the fair market value of equity issued by Alta Mesa in connection with the conversion, exchange and extinguishment of the FounderNotes is at least equal to the adjusted issue price (for the avoidance of doubt, including amounts payable in kind, whether or notpreviously taken into account) of the Founder Notes, and (ii) except as required by applicable Laws, income or gain (if any) realized byAlta Mesa associated with the conversion, exchange and extinguishment of the Founder Notes shall be allocated to the equity owners ofAlta Mesa (other than the Riverstone Contributor) immediately prior to the conversion. The Contributor and Ellis hereby agree, fromand after the Closing, to indemnify the Riverstone Contributor for any tax cost or Losses arising out of or relating to the subordinationof, or conversion, exchange and extinguishment of the Founder Notes, and the Riverstone Contributor is an express third partybeneficiary of, and entitled to enforce, this provision.

(k) To the extent that the provisions of this Section 6.6 are inconsistent with or conflict the provisions of Article X or anyother provisions under this Agreement, the provisions of this Section 6.6 shall control.

6.7 Public Announcements; Confidentiality.

(a) No Party shall make any public announcement or issue any public communication regarding this Agreement or theTransactions without first obtaining the prior written consent of the other Party, except if such announcement or other communication isrequired by applicable Law (including in the Alta Mesa SEC Documents and in connection with the preparation and filing of the ProxyStatement and any offering or other documents prepared in connection with any financing by Buyer or the Alta Mesa Parties) or therules of any stock exchange upon which such Party�s capital stock is traded, in which case, to the extent permitted by Law, thedisclosing Party shall use its commercially reasonable efforts to coordinate or communicate such announcement or communication withthe other Party prior to announcement or issuance; provided, however that no provision of this Agreement shall be deemed to restrict inany manner (i) any Party�s ability to communicate with its employees or equity holders or (ii) the ability of Buyer and the Alta MesaParties to communicate with their financial and legal advisors, lenders, underwriters or financing sources.



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(b) From the Closing Date and for a period of five (5) years following the Closing Date, Buyer, each Contributor andeach Contributor Owner will, and will cause their respective Affiliates and use commercially reasonable efforts to cause their respectiveRepresentatives to, (i) maintain the strict confidentiality of any and all Confidential Information and (ii) not disclose such ConfidentialInformation to any Person other than any of its respective Affiliates or Representatives, except (x) to the extent required by Law(provided that if required by Law, each party agrees, to the extent legally permissible, to give the others prior written notice of suchdisclosure in sufficient time to permit the others to seek a protective order should it so determine) or (y) in a Claim brought by suchparty in the pursuit of its remedies under this Agreement. Each Party shall (1) notify all Persons to whom Confidential Information isdisclosed of the confidential nature of the materials disclosed and the provisions of this Agreement; and (2) ensure that all Persons towhom the terms of this Agreement or the Confidential Information is disclosed keep such information confidential and do not discloseor divulge such information to any unauthorized Person in each case in accordance with this Agreement.

6.8 [Reserved.]

6.9 The Proxy Statement and the Special Meeting.

(a) As promptly as reasonably practicable after the Execution Date, but in any event within 10 Business Days followingthe date on which Buyer has received written notice from Alta Mesa and Kingfisher that Alta Mesa and Kingfisher each believes thatthe information required to be provided by the Alta Mesa Entities hereunder and Kingfisher pursuant to the Kingfisher ContributionAgreement has been delivered to Buyer, Buyer will prepare and file with the SEC a proxy statement containing the informationspecified in Schedule 14A of the Exchange Act with respect to the transactions contemplated by this Agreement, the KingfisherContribution Agreement and the Riverstone Contribution Agreement (the �Proxy Statement�) in preliminary form; provided, however,that such 10 Business Day period shall not elapse if Buyer provides a reasonably detailed written notice to Alta Mesa or Kingfisherregarding information that is required but has not yet been received by Buyer from Alta Mesa or Kingfisher for the Proxy Statement, inwhich case the 10 Business Day period shall re-commence after Buyer receives such information from Alta Mesa or Kingfisher, asappropriate. Buyer shall as promptly as practicable notify the Contributor and the Alta Mesa Entities of the receipt of any oral or writtencomments from the SEC relating to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or foradditional information. Buyer shall cooperate and provide the Contributor and the Alta Mesa Entities with a reasonable opportunity toreview and comment on the Proxy Statement (including each amendment or supplement thereto) and all responses to requests foradditional information by and replies to comments of the SEC and give due consideration to all comments reasonably proposed by theContributor and the Alta Mesa Entities in respect of such documents and responses prior to filing such with or sending such to the SEC,and the Parties will provide each other with copies of all such filings made and correspondence with the SEC. The Buyer BoardRecommendation shall be included in the Proxy Statement. Buyer will use its commercially reasonable efforts to respond promptly toany comments made by the SEC with respect to the Proxy Statement. Buyer will cause the Proxy Statement to be transmitted to theholders of Buyer Common Stock as promptly as practicable, but in any event within 5 Business Days, following the date on which theSEC confirms it has no further comments on the Proxy Statement.

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(b) The Contributor and the Alta Mesa Entities acknowledge that a substantial portion of the Proxy Statement and otherfilings to be made by Buyer with the SEC shall include disclosure regarding the Contributor, the Alta Mesa Entities and theirmanagement, operations and financial condition. Accordingly, the Contributor and the Alta Mesa Entities will, as promptly asreasonably practicable after the Execution Date, use their respective commercially reasonable efforts to provide Buyer with allinformation concerning the Contributor, the operations of the Alta Mesa Entities� business and the Alta Mesa Entities� management andoperations and financial condition, in each case, required to be included in the Proxy Statement or such other filings, including therequired financial statements of the Alta Mesa Entities prepared in accordance with Regulation S-X and a related consent from the Alta



Mesa Entities� independent public accountants. Without limiting the generality of the foregoing, the Contributor and the Alta MesaEntities shall use their respective commercially reasonable efforts to cooperate with Buyer in connection with the preparation forinclusion in the Proxy Statement of pro forma financial statements that comply with the requirements of Regulation S-X under therules and regulations of the SEC. The Contributor and the Alta Mesa Entities shall use their commercially reasonable efforts to causeand make their managers, directors, officers and employees of Buyer and its counsel in connection with the drafting of the ProxyStatement and any other filings to be made by Buyer with the SEC and responding in a timely manner to comments on the ProxyStatement or such other filings from the SEC; provided that doing so does not unreasonably interfere with the ongoing operations of theAlta Mesa Entities or its Subsidiaries.

(c) Buyer will take, in accordance with applicable Law, NASDAQ rules and the Organizational Documents of Buyer, allaction necessary to call, hold and convene a special meeting of holders of Buyer Common Stock (including any permitted adjournmentor postponement, the �Special Meeting�) to consider and vote upon the Stockholder Proposals and the LTIP Proposal as promptly asreasonably practicable after the filing of the Proxy Statement in definitive form with the SEC. Once the Special Meeting to consider andvote upon the Stockholder Proposals and the LTIP Proposal has been called and noticed, Buyer will not postpone or adjourn the SpecialMeeting without the consent of the Contributor, which consent will not be unreasonably withheld, conditioned or delayed, other than,(1) for the absence of a quorum, (2) to allow reasonable additional time for the filing and mailing of any supplemental or amendeddisclosure that Buyer has determined in good faith, after consultation with its outside legal advisors, is necessary under applicable Lawand for such supplemental or amended disclosure to be disseminated to and reviewed by the holders of Buyer Common Stock prior tothe Special Meeting or (3) an adjournment or postponement of up to 10 Business Days to solicit additional proxies from holders ofBuyer Common Stock. Subject to Section 6.9(d), Buyer will take all reasonable lawful action to solicit approval of the StockholderProposals and the LTIP Proposal by the holders of Buyer Common Stock.

(d) The Buyer Board will recommend in the Proxy Statement that the holders of Buyer Common Stock approve theStockholder Proposals and the LTIP Proposal (the �Buyer Board Recommendation�). Notwithstanding the foregoing, at any time priorto obtaining the required stockholder approval at the Special Meeting, the Buyer Board may withdraw, modify or qualify in any mannerthe Buyer Board Recommendation (any such action a �Change in Recommendation�) if the Buyer Board shall have concluded in goodfaith, after consultation with its outside legal advisors and financial advisors, that a failure to make a Change in

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Recommendation would be inconsistent with its fiduciary duties under applicable Law; provided, however, that the Buyer Board shallnot be entitled to exercise its rights to make a Change in Recommendation pursuant to this sentence unless (i) such Change inRecommendation is based upon a material intervening event (specifically excluding a change in oil and gas prices) that occurred duringthe Interim Period and information not available to the Buyer Board at the Execution Date and (ii) Buyer has provided to theContributor three Business Days� prior written notice advising the Contributor that the Buyer Board intends to take such action andspecifying the reasons therefor in reasonable detail. For the avoidance of doubt, unless this Agreement is terminated in accordance withits terms, any Change in Recommendation will not (x) change the approval of this Agreement or any other approval of the Buyer Boardor (y) relieve Buyer of any of its obligations under this Agreement, including its obligation to hold the Special Meeting.

(e) If at any time prior to the Closing Date, any event, circumstance or information relating to Buyer, the Contributor orthe Alta Mesa Entities, or any of their respective Subsidiaries, officers or directors should be discovered by Buyer, the Contributor orthe Alta Mesa Entities, as applicable, that should be set forth in an amendment or supplement to the Proxy Statement or any other filingsto be made by Buyer with the SEC, so that such documents would not include any misstatement of a material fact or omit to state anymaterial fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, theParty which discovers such information shall promptly notify the other Parties, and an appropriate amendment or supplement describingsuch information shall be promptly filed with the SEC by Buyer and, to the extent required by Law, disseminated to the holders ofBuyer Common Stock; provided that no information received by Buyer pursuant to this Section 6.9(e) shall operate as a waiver or



otherwise affect any representation, warranty or agreement given or made hereunder by any Party, and no such information shall bedeemed to change, supplement or amend the Schedules.

(f) Subject to the limitations set forth in Section 11.13, to the extent Buyer has any assets other than its interest in theTrust Account, Buyer shall promptly, upon request by the Alta Mesa Entities, reimburse the Alta Mesa Entities for all out-of-pocketcosts and expenses (including reasonable attorneys� fees) incurred by the Alta Mesa Entities or any of their Subsidiaries in connectionwith the cooperation of the Alta Mesa Entities and their Subsidiaries contemplated by this Section 6.9 and shall indemnify and holdharmless the Alta Mesa Entities, their Subsidiaries, the Contributor and its Representatives and Affiliates from and against any and alllosses, damages, claims, costs or out-of-pocket expenses suffered or incurred by any of them in connection with the Proxy Statementand any information used in connection therewith, except for Liabilities of the Alta Mesa Entities to the extent they resulted frominformation provided by the Contributor or the Alta Mesa Entities or any of their Subsidiaries specifically for use in connection with theProxy Statement containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make thestatements therein, in light of the circumstances under which they were made, not misleading. The obligations of Buyer in thisSection 6.9 shall survive Closing.

6.10 Cooperation on Financing Matters. Prior to the Closing and in connection with any financing activities of Buyer, theAlta Mesa Parties shall use their commercially reasonable efforts to provide to Buyer, and shall use its commercially reasonable effortsto cause their Representatives, including legal and accounting representatives, to provide, in each case at

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Buyer�s sole expense (with respect to reasonable out-of-pocket expenses), all cooperation reasonably requested by Buyer that iscustomary in connection with completing any financing activities of Buyer, which commercially reasonable efforts shall include, amongother things, (i) furnishing Buyer reasonably promptly following Buyer�s request, with information regarding the Alta Mesa Entities(including information to be used in the preparation of one or more information packages regarding the business, operations, financialprojections and prospects of the Alta Mesa Entities), to the extent reasonably available to the Alta Mesa Entities, (ii) causing the AltaMesa Entities� senior management and other representatives with appropriate seniority and expertise of the Alta Mesa Entities toparticipate in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead-arrangers,bookrunners or agents for, and prospective lenders of, such financing), presentations, due diligence sessions, drafting sessions andsessions with rating agencies in connection with such financing or maintenance activities, (iii) assisting with the preparation of materialsfor rating agency presentations, offering memoranda, and similar documents required in connection any such financing or maintenanceactivities, (iv) using commercially reasonable efforts to obtain legal opinions, auditor comfort letters and auditor consents reasonablyrequested by Buyer in order to consummate such financing or maintenance activities, (v) taking all corporate actions, subject to theoccurrence of the Closing, reasonably requested by Buyer or any future or existing financing sources of Buyer or the Alta Mesa Entitiesto permit the consummation of such financing activities, (vi) assisting Buyer with the repayment, and release of any Liens uponrepayment, of any outstanding Indebtedness of any Alta Mesa Entity and obtaining customary payoff letters with respect thereto, and(vii) cooperating with requests for due diligence to the extent customary and reasonable; provided, however, that no obligation of theAlta Mesa Entities under any agreement, certificate, document or instrument shall be effective until the Closing and none of the AltaMesa Parties or any of their Representatives shall be required to pay any commitment or other fee or incur any other Liability prior toClosing in connection with any financing activities (other than with respect to expenses to be reimbursed in accordance with the firstsentence of this Section 6.10). Subject to the limitations set forth in Section 11.13, to the extent Buyer has any assets other than itsinterest in the Trust Account, Buyer shall promptly, upon request by the Alta Mesa Entities, reimburse the Alta Mesa Entities for all out-of-pocket costs and expenses (including reasonable attorneys� fees) incurred by the Alta Mesa Entities in connection with thecooperation of the Alta Mesa Entities contemplated by this Section 6.10 and shall indemnify and hold harmless the Alta Mesa Parties,their Subsidiaries, the Contributor and its Representatives and Affiliates from and against any and all losses, damages, claims, costs orout-of-pocket expenses suffered or incurred by any of them in connection with any financing activities of Buyer and any informationused in connection therewith, except for Liabilities of the Alta Mesa Parties to the extent they resulted from information provided by theAlta Mesa Parties or any of their Subsidiaries specifically for use in connection with such financing activity containing any untrue



statement of a material fact or omitting to state a material fact necessary in order to make the statements therein, in light of thecircumstances under which they were made, not misleading. The obligations of Buyer in this Section 6.10 shall survive Closing.

6.11 Further Assurances. Subject to the terms and conditions of this Agreement, at any time or from time to time afterClosing, at any Party�s request and without further consideration, the other Party shall (and in the case of Buyer, Buyer shall, and shallcause the Alta Mesa Parties to) execute and deliver to such Party such other instruments of sale, transfer,

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conveyance, assignment and confirmation, provide such materials and information and take such other actions as such Party mayreasonably request in order to consummate the Transactions.

6.12 Exclusivity.

(a) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement, the Alta MesaParties will not, each Contributor will not, and will cause the Alta Mesa Entities and any of their respective Affiliates and any of theirand their Affiliates� Representatives, not to, take any action, directly or indirectly, to initiate, solicit, facilitate or encourage, participatein any discussions or negotiations with, enter into any Contract (including any letter of intent or confidentiality agreement), or furnish toany other Person any information with respect to, any proposal from any Person relating to an acquisition of any Interests in the AltaMesa Entities or all or substantially all of the Assets of the Alta Mesa Entities. The Alta Mesa Parties and each Contributor shall, andthe Contributor shall cause the Alta Mesa Entities, any of their respective Affiliates and any of their and their Affiliates�Representatives to, immediately cease and cause to be terminated all existing discussions, conversations, negotiations and othercommunications with any Person (other than Buyer and its Affiliates) with respect to any of the foregoing. As promptly as practicable(and in any event within two (2) Business Days) after the date hereof, the Alta Mesa Parties shall, and will cause the Alta Mesa Entitiesto, send �return or destroy� letters to all other Persons to whom the Alta Mesa Entities or their Affiliates and professional advisorsprovided confidential information under or pursuant to a confidentiality or non-disclosure agreement in connection with the potentialsale of all or substantially all of the Alta Mesa Entities (any such confidentiality or non-disclosure agreement, a �TransactionConfidentiality Agreement�). From and after the Closing, the Alta Mesa Entities agree to use their reasonable best efforts to enforcetheir rights under any such Transaction Confidentiality Agreement for the benefit of Buyer.

(b) Buyer shall immediately cease any existing discussions and negotiations with any third parties conducted prior to thedate hereof with respect to any Buyer Acquisition Proposal. Until the earlier of the consummation of the Transactions or thetermination of this Agreement pursuant to Section 9.1, Buyer shall not directly or indirectly, through any controlled Affiliate or any ofits or their Representatives initiate, solicit, facilitate or encourage, participate in any discussions or negotiations with, enter into anyContract (including any letter of intent or confidentiality agreement), or furnish to any other Person any information (other thaninformation to or from any other Person which is traditionally provided in the regular course of business to third parties where Buyerand its controlled Affiliates or their Representatives have no reason to believe that such information may be utilized to evaluate anysuch Buyer Acquisition Proposal) with respect to any Buyer Acquisition Proposal, or agree to, approve or recommend, any Contractwith respect to, any Buyer Acquisition Proposal.

(c) For purposes of this Agreement, a �Buyer Acquisition Proposal� means any proposal, Contract, offer or inquiry byany Person or Persons for or with respect to (regardless how structured) (i) the acquisition of any of the equity interests of anotherPerson by Buyer or any of its Subsidiaries pursuant to a merger, consolidation, dissolution, recapitalization, refinancing or otherwise,(ii) a transaction pursuant to which another Person issues or would issue, or Buyer, its stockholders or any of its Subsidiaries acquire orwould acquire, any of the equity interests of such other Person or (iii) a transaction pursuant to which Buyer or any of its

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Subsidiaries acquires or would acquire in any manner, directly or indirectly, any assets of another Person; provided that the KingfisherContribution Agreement and the transactions contemplated thereby, the Riverstone Contribution Agreement and the transactionscontemplated thereby and any financing with respect to the Transactions, the transactions contemplated by the Kingfisher Contribution



Agreement or the transactions contemplated by the Riverstone Contribution Agreement shall not constitute a Buyer AcquisitionProposal.

6.13 Notice of Certain Events. Each of the Alta Mesa Parties and Buyer will give prompt notice to the other (and willsubsequently keep the other informed on a reasonably current basis of any material developments related to such notice) upon itsbecoming aware of (a) the occurrence or existence of any fact, event or circumstance that has, (i) with respect to the Alta Mesa Parties,had or would reasonably be expected have a Material Adverse Effect and (ii) with respect to Buyer had or would reasonably be expectedto have a Buyer Material Adverse Effect, (b) the occurrence or existence of any fact, event or circumstance that is reasonably likely toresult in any of the conditions set forth in Article VII or Article VIII, as applicable, not being able to be satisfied prior to the OutsideDate, (c) any notice or other communication that has been received by the Alta Mesa Parties from any Person alleging that the consentof such Person is or may be required in connection with the Transactions, (d) any notice or other communication that has been receivedby Buyer or the Alta Mesa Parties from any Governmental Authority in connection with the Transactions, or (e) any Proceedingcommenced or, to the Knowledge of the Alta Mesa Parties or Buyer, as applicable, threatened that (i) if pending on the Execution Date,would have been required to have been disclosed by the Alta Mesa Parties or Buyer, as applicable, pursuant to this Agreement or(ii) otherwise relates to this Agreement or the consummation of the Transactions. No notification given by any Party pursuant to thisSection 6.13 shall limit or otherwise affect any of the representations, warranties, covenants, obligations or conditions contained in thisAgreement.

6.14 Pre-Closing Reorganization. Prior to the Closing, the Alta Mesa Parties shall, and the Contributor shall cause theAlta Mesa Entities to, complete a reorganization pursuant to which all assets and liabilities related to any business or operations of AltaMesa and its Subsidiaries other than the ownership and operation of assets in Kingfisher, Garfield, Major, Blaine, Logan and Canadiancounties, in each case, in the State of Oklahoma are transferred from the Alta Mesa Entities in a manner that (a) does not create a Taxliability for Buyer, the General Partner, the Partnership or the Alta Mesa Entities and (b) complies with applicable Laws (the �Pre-Closing Reorganization�) in accordance with the Alta Mesa Reorganization Agreements.

6.15 Kingfisher Contribution Agreement and Riverstone Contribution Agreement. Subject to the terms and conditions ofthis Agreement, Buyer shall use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done all thingsnecessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactionscontemplated by the Kingfisher Contribution Agreement and the transactions contemplated by the Riverstone Contribution Agreement.

6.16 Reasonable Best Efforts. Except to the extent that the Parties� obligations are specifically set forth elsewhere herein,upon the terms and subject to the conditions set forth in this Agreement, each Party shall use commercially reasonable efforts to take, orcause to be

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taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, properor advisable to consummate and make effective, in the most expeditious manner practicable, the Transaction.

6.17 Treatment of Certain Alta Mesa Group Plans.

(a) Prior to the Closing, the Alta Mesa Parties shall take all actions necessary and appropriate to vest and payout as of theClosing all performance appreciation rights then outstanding (�PARs�) under the Alta Mesa Holdings, L.P. Performance AppreciationRights Plan (the �PARs Plan�) and to terminate the PARs Plan as of the Closing, provided that, as permitted under the PARs Plan,payment with respect to any PARs payable hereunder shall be subject to the PAR holder�s execution and delivery prior to the Closing(and non-revocation) of a general release of claims against the Alta Mesa Entities, the form and substance of which release shall besubject to review and approval by Buyer (not to be unreasonably withheld or delayed). At least three (3) Business Days prior to theClosing Date, the Alta Mesa Parties shall deliver to Buyer documents reasonably satisfactory to Buyer evidencing the vesting andpayout of the PARs and termination of the PARs Plan as provided under this Section 6.17(a).

(b) Prior to the Closing, the Alta Mesa Parties shall take all actions necessary and appropriate to vest and payout as of theClosing all account balances under the Alta Mesa Holdings, L.P. Deferred Compensation Incentive Plan and the Alta Mesa Holdings,L.P. Supplemental Executive Retirement Plan (together, the �Deferred Compensation Plans�), and to terminate the DeferredCompensation Plans as of the Closing. At least three (3) Business Days prior to the Closing Date, the Alta Mesa Parties shall deliver to



Buyer documents reasonably satisfactory to Buyer evidencing the vesting, payout and termination of the Deferred Compensation Plansas provided under this Section 6.17(b).

(c) For the avoidance of doubt, termination of the PARs Plan and the Deferred Compensation Plans in accordance withthis Section 6.17 shall (i) in all respects, be in a manner that is compliant with Section 409A of the Code and (ii) include the payout andsatisfaction of all liabilities incurred by the Alta Mesa Entities with respect to such PARs Plan and Deferred Compensation Plansthrough the Closing.

6.18 Founder Notes. Prior to Closing, the Contributor shall cause the Founder Notes to be exchanged for equity interestsin the Contributor, and Ellis shall become a Contributor Owner in a manner reasonably acceptable to Buyer. The Parties acknowledgeand agree that Ellis may transfer or assign the Founders Notes to a third party and such transferee will become a Contributor Ownerhereunder in a manner reasonably acceptable to Buyer; provided that no such transfer shall relieve Ellis of any of his obligationshereunder.

6.19 LTIP Plan. Buyer shall cause the proposals at the Special Meeting submitted for approval by the holders of theshares of Buyer Class A Common Stock and Buyer Class B Common Stock to include a proposal requesting those stockholders to adoptand approve a new equity incentive plan for the Buyer (the �LTIP Proposal�).

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ARTICLE VIIBUYER��S CONDITIONS TO CLOSING

The obligation of Buyer to consummate Closing is subject to the fulfillment of each of the following conditions (except to theextent waived in writing by Buyer in its sole discretion, to the extent permitted by applicable Law) as of the Closing:

7.1 Contributor Representations and Warranties. The Contributor Fundamental Representations shall (i) be true andcorrect in all respects on and as of the Execution Date and the Closing Date as though made on and as of the Execution Date and theClosing Date (other than those Contributor Fundamental Representations expressly made as of an earlier date) and (ii) in the case ofContributor Fundamental Representations expressly made as of an earlier date, be true and correct in all respects as of such earlier date.The representations and warranties made by the Contributor in Article III (other than the Contributor Fundamental Representations)shall, without giving effect to any materiality or Material Adverse Effect qualifier contained therein, (a) be true and correct in allrespects on and as of the Execution Date and the Closing Date as though made on and as of the Execution Date and the Closing Date(other than those representations and warranties expressly made as of an earlier date) and (b) in the case of representations andwarranties expressly made as of an earlier date, be true and correct in all respects as of such earlier date, except in the case of clauses(a) and (b) where the failure to be true and correct would not have a Material Adverse Effect.

7.2 Representations and Warranties of Alta Mesa Parties. The Alta Mesa Fundamental Representations shall (i) be trueand correct in all respects on and as of the Execution Date and the Closing Date as though made on and as of the Execution Date and theClosing Date (other than those Alta Mesa Fundamental Representations expressly made as of an earlier date) and (ii) in the case of AltaMesa Fundamental Representations expressly made as of an earlier date, be true and correct in all respects as of such earlier date. Therepresentations and warranties made by the Alta Mesa Parties in Article IV (other than the Alta Mesa Fundamental Representations)shall, without giving effect to any materiality or Material Adverse Effect qualifier contained therein, (a) be true and correct in allrespects on and as of the Closing Date as though made on and as of the Closing Date (other than those representations and warrantiesexpressly made as of an earlier date) and (b) in the case of representations and warranties expressly made as of an earlier date, be trueand correct in all respects as of such earlier date, except in the case of clauses (a) and (b) where the failure to be true and correct wouldnot have a Material Adverse Effect.

7.3 Performance. Each Contributor and the Alta Mesa Parties shall have performed and complied, in all materialrespects, with all covenants and agreements to be performed or complied with by them under this Agreement prior to or at Closing.

7.4 No Material Adverse Effect. Since the Execution Date, there shall not have been a Material Adverse Effect.

7.5 Orders and Laws. There shall not be any Law or Order of any Governmental Authority having jurisdiction (exceptfor any such Order issued in connection with a Proceeding



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instituted by Buyer or its Subsidiaries) restraining, enjoining or otherwise prohibiting or making illegal the consummation of theTransactions.

7.6 HSR Act. The applicable waiting period under the HSR Act (and any extensions thereof) shall have expired or beenterminated.

7.7 Stockholder Approval. At the Special Meeting, the holders of a majority of the shares of Buyer Class A CommonStock and Buyer Class B Common Stock, voting together as a single class, shall have (1) approved and adopted this Agreement, theKingfisher Contribution Agreement, the Riverstone Contribution Agreement and the transactions contemplated hereby and thereby;(2) approved and adopted certain amendments to Buyer�s amended and restated certificate of incorporation to, among other things,create a new class of capital stock for the Buyer Class C Common Stock (the �A&R Certificate of Incorporation�) reasonablynecessary to complete the Transactions (excluding the LTIP Proposal) and the transactions contemplated by the Riverstone ContributionAgreement and the Kingfisher Contribution Agreement and (3) approved, for purposes of complying with applicable listing rules underof the NASDAQ, (w) the issuance of equity interests of Buyer, including pursuant to the terms of the Forward Purchase Agreements,(x) the issuance of Buyer Class C Common Stock to the Contributor, the Kingfisher Contributor and the Riverstone Contributor, (y) theissuance of the Buyer Series A Preferred Stock to Bayou City, Highbridge and Management and Buyer Series B Preferred Stock to theRiverstone Contributor, and (z) the future issuance of shares of Buyer Class A Common Stock to the Contributor, the KingfisherContributor and the Riverstone Contributor in connection with the future redemption or exchange of their Common Units (collectively,the �Stockholder Proposals�).

7.8 Concurrent Closing of Kingfisher Contribution Agreement. The Kingfisher Closing shall be consummated inaccordance with the terms of the Kingfisher Contribution Agreement.

7.9 Partnership Leverage Ratio. The Partnership�s Leverage Ratio immediately post-Closing (calculated on a pro formabasis (i) assuming that the Pre-Closing Reorganization, the Transactions, the transactions contemplated by the Kingfisher ContributionAgreement and the transactions contemplated by the Riverstone Contribution Agreement had been consummated on the first date of theCalculation Period, (ii) after giving effect to the repayment, retirement, assignment or other satisfaction of any Debt of the Partnershipand its Subsidiaries that is satisfied on the Closing Date, and (iii) for Cash of the Partnership and its Subsidiaries after giving effect tothe Closing, the consummation of the transactions contemplated by the Kingfisher Contribution Agreement and the RiverstoneContribution Agreement, the consummation of the transactions contemplated by the Forward Purchase Agreements to the extent of anysale of securities by Buyer pursuant to such Forward Purchase Agreements in accordance with their respective terms in connection withthe Closing and the exercise of any Buyer Stockholder Redemption Right) would not exceed 1.5x.

7.10 NASDAQ Listing. The Buyer Class A Common Stock issuable to the Contributor, the Kingfisher Contributor and theRiverstone Contributor pursuant to the A&R LP Agreement shall have been approved for listing on the NASDAQ, subject only toofficial notice of issuance thereof.

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7.11 Consents. The consents set forth on Schedule 7.11 shall have been obtained.

7.12 Founder Notes. The Founder Notes shall have been exchanged for equity interests of the Contributor in accordancewith Section 6.18 and Ellis shall have agreed to become bound hereunder as a Contributor Owner, and the Contributor shall haveconverted the Founder Notes into equity in the Contributor.

7.13 Completed Pre-Closing Reorganization. The Pre-Closing Reorganization shall have been consummated inaccordance with the Alta Mesa Reorganization Agreements.

ARTICLE VIIICONTRIBUTOR��S CONDITIONS TO CLOSING



The obligation of the Contributor to consummate Closing is subject to the fulfillment of each of the following conditions(except to the extent waived in writing by the Contributor in its sole discretion, to the extent permitted by applicable Law) as of theClosing:

8.1 Representations and Warranties. The Buyer Fundamental Representations shall (i) be true and correct in all respectson and as of the Execution Date and the Closing Date as though made on and as of the Execution Date and the Closing Date (other thanthose Buyer Fundamental Representations expressly made as of an earlier date) and (ii) in the case of Buyer FundamentalRepresentations expressly made as of an earlier date, be true and correct in all respects as of such earlier date. The representations andwarranties made by the Buyer Parties in Article V (other than the Buyer Fundamental Representations) shall, without giving effect toany materiality, material adverse effect or Buyer Material Adverse Effect qualifier contained therein, (a) be true and correct in allrespects on and as of the Execution Date and the Closing Date as though made on and as of the Execution Date and the Closing Date(other than those representations and warranties expressly made as of an earlier date) and (b) in the case of representations andwarranties expressly made as of an earlier date, be true and correct in all respects as of such earlier date, except in the case of clauses(a) and (b) where the failure to be true and correct would not have a Buyer Material Adverse Effect.

8.2 Performance. Buyer shall have performed and complied, in all material respects, with all covenants and agreementsto be performed or complied with by it under this Agreement prior to or at Closing.

8.3 Orders and Laws. There shall not be any Law or Order of any Governmental Authority having jurisdiction (exceptfor any such Order issued in connection with a Proceeding instituted by the Contributor or any of its Affiliates) restraining, enjoining orotherwise prohibiting or making illegal the consummation of the Transactions.


8.5 Concurrent Closing of Kingfisher Contribution Agreement. The Kingfisher Closing shall be consummated inaccordance with the terms of the Kingfisher Contribution Agreement.

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8.6 Partnership Leverage Ratio. The Partnership�s Leverage Ratio immediately post-Closing (calculated on a pro formabasis (i) assuming that the Pre-Closing Reorganization, the Transactions, the transactions contemplated by the Kingfisher ContributionAgreement and the transactions contemplated by the Riverstone Contribution Agreement had been consummated on the first date of theCalculation Period, (ii) after giving effect to the repayment, retirement, assignment or other satisfaction of any Debt of the Partnershipand its Subsidiaries that is satisfied on the Closing Date, and (iii) for Cash of the Partnership and its Subsidiaries after giving effect tothe Closing, the consummation of the transactions contemplated by the Kingfisher Contribution Agreement and the RiverstoneContribution Agreement, the consummation of the transactions contemplated by the Forward Purchase Agreements to the extent of anysale of securities by Buyer pursuant to such Forward Purchase Agreements in accordance with their respective terms in connection withthe Closing and the exercise of any Buyer Stockholder Redemption Right) would not exceed 1.5x.

8.7 Class B Waiver. The holders of Buyer Class B Common Stock shall have irrevocably and unconditionallyrelinquished and waived any and all rights they have or will have under Section 4.3(b)(ii) of the A&R Certificate of Incorporation toreceive shares of Buyer Class A Common Stock in excess of the number of shares of Buyer Class B Common Stock held by them uponconversion of such shares (the �Class B Waiver�).

8.8 Stockholder Approval. At the Special Meeting, the holders of a majority of the shares of Buyer Class A CommonStock and Buyer Class B Common Stock, voting together as a single class, shall have approved the Stockholder Proposals.

8.9 NASDAQ Listing. The Buyer Class A Common Stock issuable to the Contributor, the Kingfisher Contributor and theRiverstone Contributor pursuant to the A&R LP Agreement shall have been approved for listing on the NASDAQ, subject only toofficial notice of issuance thereof.



ARTICLE IXTERMINATION

9.1 Termination. This Agreement may be terminated, as follows:

(a) at any time before Closing, by the Contributor or Buyer, by written notice to the Parties, in the event that any Law orfinal Order of any Governmental Authority having jurisdiction restrains, enjoins or otherwise prohibits or makes illegal the contributionof the Contributed Interests pursuant to this Agreement;

(b) at any time before Closing, by the Contributor, by written notice to Buyer, if (i)(A) Buyer has breached any of itsrepresentations, warranties, covenants or agreements under this Agreement and such breach would or does result in the failure to fulfillany condition expressly set forth in Article VIII and (B) such breach has not been cured by the earlier of (x) 30 days following writtennotification from the Contributor to Buyer thereof and (y) the Outside Date, or (ii) the Buyer Board has made a Change inRecommendation;

(c) at any time before Closing, by Buyer, by written notice to the Contributor, if (i) any Contributor or Alta Mesa Partyhas breached its representations, warranties, covenants or

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agreements under this Agreement and such breach would or does result in the failure to fulfill any condition expressly set forth inArticle VII and (ii) such breach has not been cured by the earlier of (A) 30 days following written notification from Buyer to theContributor or the Alta Mesa Parties thereof and (B) the Outside Date;

(d) at any time before Closing, by Buyer or the Contributor, by written notice to the Parties, if Closing has not occurredon or before February 28, 2018 (the �Outside Date�);

(e) at any time before the Closing, by Buyer or the Contributor, by written notice to the Parties, if the KingfisherContribution Agreement shall have been terminated in accordance with its terms; or

(f) by mutual written consent of Buyer and the Contributor;

provided, however, that neither the Contributor nor Buyer shall be entitled to terminate this Agreement under this Section 9.1(b),Section 9.1(c) or Section 9.1(d), as applicable, if any Contributor or Buyer, respectively, is then in breach of any of its representations,warranties or covenants set forth in this Agreement, and such breach would or does, assuming Closing were to occur on the proposeddate of termination, result in the failure to fulfill any condition expressly set forth in Article VII or Article VIII, as applicable.

9.2 Effect of Termination.

(a) If this Agreement is validly terminated pursuant to Section 9.1, subject to the last sentence of this Section 9.2, thisAgreement shall become void and of no further force or effect, provided that, notwithstanding anything herein to the contrary, Article I,Section 6.2(b), Section 6.7, Section 6.9(f), the second to last sentence of Section 6.10, this Article IX and Article XI will survive anysuch termination along with any obligation or covenant that otherwise expressly survives termination. The Confidentiality Agreementshall not be affected by a termination of this Agreement. Nothing in this Section 9.2, however, shall be deemed to extinguish any rightor remedy of any Party that shall have accrued hereunder prior to any such termination, or release any Party from any liability for anyWillful and Material Breach by such Party of the terms and provisions of this Agreement prior to such termination

9.3 Specific Performance. Each Contributor and Buyer acknowledges that the other would be damaged irreparably if theobligations of the Contributor or Buyer, as applicable, under this Agreement to be performed at or in connection with, or following, theClosing are not performed in accordance with their specific terms or otherwise breached. Accordingly, the Parties agree that, in lieu oftermination of this Agreement as contemplated in Section 9.1 or following the Closing, the Contributor and Buyer may seek to enforcespecifically the express obligations of the other under this Agreement or in connection with or following the Closing.

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ARTICLE XWAIVERS; LIMITATIONS ON LIABILITY

10.1 Waivers of other Representations.

(a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IT IS THE EXPLICITINTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF THE CONTRIBUTOR, THE ALTA MESAPARTIES, BUYER OR ANY OF THEIR RESPECTIVE AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES HAS MADEOR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN ORORAL, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY,USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE CONTRIBUTEDINTERESTS, THE ALTA MESA ENTITIES OR THEIR ASSETS OR THE OIL AND GAS PROPERTIES, THE PARTNERSHIP, ORANY PART THEREOF, EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY ANYCONTRIBUTOR IN Article III, THE ALTA MESA PARTIES IN Article IV AND BUYER IN Article V. IN PARTICULAR, ANDWITHOUT IN ANY WAY LIMITING THE FOREGOING, NONE OF THE CONTRIBUTOR, THE ALTA MESA PARTIES OR ANYOF THEIR RESPECTIVE AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES MAKES ANY REPRESENTATION ORWARRANTY, OTHER THAN THOSE SET FORTH IN Article III OR Article IV WITH RESPECT TO ANY FINANCIALPROJECTIONS OR FORECASTS RELATING TO THE ALTA MESA ENTITIES OR THEIR ASSETS.

(b) EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THECONTRIBUTOR IN Article III AND THE ALTA MESA PARTIES IN Article IV, THE CONTRIBUTOR�S INTERESTS IN THECONTRIBUTED INTERESTS ARE BEING TRANSFERRED HEREUNDER TO BUYER �AS IS, WHERE IS, WITH ALLFAULTS,� AND THE CONTRIBUTOR, THE ALTA MESA PARTIES AND THEIR RESPECTIVE AFFILIATES AND THEIRRESPECTIVE REPRESENTATIVES EXPRESSLY DISCLAIM ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND ORNATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE ALTA MESA ENTITIES ORTHEIR ASSETS OR THE OIL AND GAS PROPERTIES OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS ANDOTHER INCIDENTS OF THE ALTA MESA ENTITIES OR THEIR ASSETS.

(c) EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY BUYER INArticle V, THE EQUITY CONSIDERATION IS BEING ISSUED TO THE CONTRIBUTOR �AS IS, WHERE IS, WITH ALLFAULTS,� AND BUYER, THE PARTNERSHIP AND THEIR RESPECTIVE AFFILIATES AND THEIR RESPECTIVEREPRESENTATIVES EXPRESSLY DISCLAIM ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE,EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF BUYER, THE PARTNERSHIP, THE EQUITYCONSIDERATION OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF BUYER ANDTHE PARTNERSHIP.

(d) BUYER ACKNOWLEDGES THAT THE REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORSET FORTH IN Article III AND OF THE ALTA MESA PARTIES SET FORTH IN Article IV AND IN ANY CLOSINGCERTIFICATES OF THE CONTRIBUTOR OR THE ALTA MESA PARTIES ARE THOSE ONLY OF THE CONTRIBUTOR ORTHE ALTA MESA PARTIES, AS APPLICABLE, AND NOT OF ANY

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OTHER PERSON, INCLUDING ANY AFFILIATE OR REPRESENTATIVE OF THE CONTRIBUTOR, THE ALTA MESAENTITIES OR ANY OF THEIR RESPECTIVE AFFILIATES.

(e) THE CONTRIBUTOR ACKNOWLEDGES THAT THE REPRESENTATIONS AND WARRANTIES SET FORTHIN Article V AND IN ANY CLOSING CERTIFICATE OF BUYER ARE THOSE ONLY OF BUYER, AND NOT OF ANY OTHERPERSON, INCLUDING ANY AFFILIATE OR REPRESENTATIVE OF BUYER OR ANY OF THEIR RESPECTIVE AFFILIATES.

10.2 Waiver of Remedies.



(a) The Parties hereby agree that, other than in the case of Fraud or claims to enforce the performance of covenantsexpressly required to be performed in whole or in part after the Closing, no Party shall have any liability, and no Party shall (and eachParty shall cause its respective Affiliates not to) make any Claim, for any Loss or any other matter, under, relating to or arising out ofthis Agreement (including breach of representation, warranty, covenant or agreement) or any other document, agreement, certificate orother instrument delivered pursuant hereto, whether based on contract, tort, strict liability, other Laws or otherwise, except as expresslyprovided in Section 9.2.

(b) Notwithstanding anything in this Agreement to the contrary, other than in the case of Fraud or claims to enforce theperformance of covenants expressly required to be performed after the Closing, (i) no Representative or Affiliate of any Contributor(nor any Representative of any such Affiliate or any Person directly or indirectly owning any interest in any Contributor) shall have anyliability to Buyer or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of anyContributor in this Agreement or in any Closing Certificate delivered by the Contributor, and (ii) no Representative or Affiliate of Buyer(nor any Representative of any such Affiliate or any Person directly or indirectly owning any interest in Buyer) shall have any liabilityto the Contributor or any other Person as a result of the breach of any representation, warranty, covenant or agreement of Buyer in thisAgreement or in any Closing Certificate delivered by Buyer.

10.3 Waiver of Claims.

(a) Each Contributor and each Contributor Owner hereby waives, acquits, forever discharges and releases, effective as ofthe Closing, on behalf of itself and each of their respective past, present and future stockholders, partners, members and Representativesand each of their respective successors and assigns (collectively, its �Related Persons�), to the fullest extent permitted by Law, any andall Proceedings, causes of action, damages, judgments, Liabilities and rights against the Alta Mesa Entities, whether absolute orcontingent, liquidated or unliquidated, known or unknown, determined, determinable or otherwise, that the Contributor and each suchContributor Owner or any of their Related Persons has ever had, may now or hereafter have to the extent, and only to the extent, arisingfrom facts, occurrences or circumstances existing at or prior to the Closing, in each case, relating to the Alta Mesa Entities or theirbusiness, including pursuant to the Existing Alta Mesa Partnership Agreement (and any breaches thereof), pursuant to this Agreement,the Transactions or otherwise, whether in law or

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in equity, in contract, in tort or otherwise, in any capacity, including any claims to any additional Interests in the Alta Mesa Entities orany distributions or payments (as consideration of services or otherwise) from the Alta Mesa Entities by reason of any matter, cause orthing whatsoever other than obligations arising under the covenants which expressly surviving Closing as provided inSection 10.2(a) (the �Contributor Released Claims�). Each Contributor and each Contributor Owner agrees not to, and to cause itsRelated Persons not to, assert any Proceeding against Buyer or any of its Affiliates with respect to the Contributor Released Claims.

(b) Buyer and each Alta Mesa Entity each hereby waives, acquits, forever discharges and releases, effective as of theClosing, on behalf of itself and its past, present and future stockholders, partners, members and Representatives and each of theirrespective successors and assigns (collectively, their respective �Buyer Related Persons�), to the fullest extent permitted by Law, anyand all Proceedings, causes of action, damages, judgments, liabilities and rights against the Contributor and all Contributor Owners andtheir respective Related Persons, whether absolute or contingent, liquidated or unliquidated, known or unknown, determined,determinable or otherwise, that the Buyer or any Alta Mesa Entity or their respective Buyer Related Persons has ever had, may now orhereafter have to the extent, and only to the extent, arising from facts, occurrences or circumstances existing at or prior to the Closing, ineach case, relating to the ownership by a Contributor, Contributor Owner or its Related Persons of an Alta Mesa Entity or the businessof an Alta Mesa Entity, including pursuant to the respective Organizational Documents thereof or predecessor agreements thereto (andany breaches thereof), whether in law or in equity, in contract, in tort or otherwise, in any capacity (the �Alta Mesa Released Claims�).Buyer and each Alta Mesa Entity each agrees not to, and to cause its respective Buyer Related Persons not to, assert any Proceedingagainst any Contributor, Contributor Owner or its Related Persons with respect to the Alta Mesa Released Claims.

10.4 Access to Information.



(a) After the Closing Date, the Contributor and Buyer shall grant to each other (or their respective designees), and Buyershall cause the Alta Mesa Entities to grant to the Contributor (or its designees), reasonable access at all reasonable times to all of theRecords of the Alta Mesa Entities in its possession or the possession of any Alta Mesa Entity to the extent such Records are necessary tothe Contributor in connection with any investigation or audit by a Governmental Authority or any claim or dispute by or with anyPerson other than Buyer or any Alta Mesa Entity. Buyer shall maintain, and shall cause the Alta Mesa Entities to maintain, suchRecords until the seventh anniversary of the Closing Date (or for such longer period of time as the Contributor shall advise Buyer isnecessary in order to have Records available with respect to Tax matters), or if any of the Records pertain to any claim or disputepending on the seventh anniversary of the Closing Date, Buyer shall maintain any of the Records designated by the Contributor or itsRepresentatives until such claim or dispute is finally resolved and the time for all appeals has been exhausted. Notwithstandinganything herein to the contrary, in the event of a dispute between the Parties, the furnishing of, or access to, the Records shall be subjectto applicable rules relating to discovery.

(b) The Contributor and the Contributor�s Affiliates may retain a copy of all data room materials and all books andrecords prepared in connection with the transaction contemplated by this Agreement, including (i) copies of any books and recordswhich may be

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relevant in connection with the defense of disputes arising hereunder and (ii) copies of all financial information and all other accountingbooks and records prepared or used in connection with the preparation of financial statements of the Contributor; provided that all suchmaterial shall be Confidential Information for purposes of Section 6.7(b). This Section 10.4 shall survive the Closing.

ARTICLE XIMISCELLANEOUS

11.1 Notice.

(a) All notices, requests, demands, and other communications required or permitted to be given or made hereunder byBuyer or any Contributor (each a �Notice�) shall be in writing and shall be deemed to have been duly given or made if (a) deliveredpersonally, (b) transmitted by first class registered or certified mail, postage prepaid, return receipt requested, (c) delivered by prepaidovernight courier service or (d) delivered by e-mail of a PDF document, in each case, to Buyer and each Contributor at the addresses setforth on Schedule 11.1 (or at such other addresses as shall be specified by Buyer and each Contributor by similar notice).

(b) Notices shall be effective and deemed received (i) if delivered personally or sent by courier service, upon actualreceipt by the intended recipient, (ii) if mailed, upon the earlier of five (5) days after deposit in the mail or the date of delivery as shownby the return receipt therefor, or (iii) on the date sent by e-mail if sent during normal business hours of the recipient, and on the nextBusiness Day if sent after normal business hours of the recipient.

11.2 Entire Agreement. This Agreement and the Ancillary Agreements supersede all prior discussions and agreementsbetween the Parties and/or their Affiliates with respect to the subject matter hereof and contains the sole and entire agreement betweenthe Parties and their Affiliates with respect to the subject matter hereof.

11.3 Expenses. Except as otherwise expressly provided in this Agreement, whether or not the Transactions areconsummated, each Party will pay its own costs and expenses incurred in anticipation of, relating to and in connection with thenegotiation and execution of this Agreement and the Transactions.

11.4 Disclosure. Unless the context otherwise requires, all capitalized terms used in the Schedules shall have therespective meanings assigned to such terms in this Agreement. Neither the Schedules, the exhibits nor any disclosure made in or byvirtue of them constitutes or implies any representation, warranty, or covenant by the Contributor, the Alta Mesa Parties or Buyer notexpressly set out in the Agreement, and neither the Schedules, the exhibits, nor any such disclosure has the effect of, or may be



construed as, adding to, broadening, deleting from or revising the scope of any of the representations, warranties, or covenants of theContributor, the Alta Mesa Parties or Buyer in the Agreement. Any item or matter disclosed or listed on any particular Schedule isdeemed to be disclosed or listed on any other Schedule to the extent it is reasonably apparent that such item relates or is applicable to, oris properly disclosed under, such other Schedule or the section of this Agreement to which such other Schedule corresponds,notwithstanding the fact that the Schedules are arranged to correspond to the sections of the

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Agreement, that a particular section of this Agreement makes reference to a particular Schedule, or that a particular representation,warranty or covenant in this Agreement may not make reference to a Schedule. Matters reflected in the Schedules are not necessarilylimited to matters required by the Agreement to be reflected in the Schedules. The fact that any item of information is contained in theSchedules is not an admission of liability under any applicable Law, and does not mean that such information is material, but rather isintended only to qualify the representations, warranties and covenants in the Agreement and to set forth other information required bythe Agreement. Neither the specification of any dollar amount in any representation, warranty or covenant contained in this Agreementnor the inclusion of any specific item in the Schedules is intended to imply that such amount, or a higher or lower amount, or the item soincluded, or any other item, is or is not material, and no Party shall use the specification of any such amount or the inclusion of any suchitem in any dispute or controversy between or among the Parties as to whether any obligation, item or matter not described herein orincluded in the Schedules is or is not material for purposes of this Agreement. The information set forth on the Schedules or exhibitsshall not be used as a basis for interpreting the terms �material�, �materially�, �materiality�, �Material Adverse Effect�, or any similarqualification in this Agreement. Neither the specification of any item or matter in any representation, warranty or covenant contained inthis Agreement nor the inclusion of any specific item in the Schedules is intended to imply that such item or matter, or another item ormatter, is or is not in the ordinary course of business, and no Party shall use the specification or the inclusion of any such item or matterin any dispute or controversy between or among the Parties as to whether any obligation, item or matter described or not describedherein or included or not included in the Schedules is or is not in the ordinary course of business for purposes of the Agreement.Headings have been inserted in the Schedules for reference only and do not amend the descriptions of the disclosed items set forth in theAgreement.

11.5 Waiver. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to thebenefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Partywaiving such term or condition. No waiver by any Party of any term or condition of this Agreement, in any one or more instances, shallbe deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. Allremedies, either under this Agreement or by Law, will, subject to Section 10.2, be cumulative and not alternative.

11.6 Amendment. This Agreement may be amended, supplemented or modified only by a written instrument dulyexecuted by the Contributor and Buyer.

11.7 No Third Party Beneficiary. Except for the provisions of Section 6.2(b), Section 6.5, Section 6.6(i) and Section 10.3(which are intended to be for the benefit of the Persons identified therein), the terms and provisions of this Agreement are intendedsolely for the benefit of the Parties and their respective successors or permitted assigns, and it is not the intention of the Parties to conferthird party beneficiary rights upon any other Person; provided that only Buyer and each Contributor (and their respective successors andassigns) will have the right to enforce the provisions of this Agreement on its behalf or on behalf of any of its related indemnitees (butshall not be obligated to do so).

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11.8 Assignment; Binding Effect. Any Party may assign its rights and obligations hereunder to an Affiliate but suchassignment shall not release such Party from its obligations hereunder. Except as provided in the preceding sentence, neither thisAgreement nor any right, interest or obligation hereunder may be assigned by any Party without the prior written consent of the otherParty, and any attempt to do so will be void, except for assignments and transfers by operation of Law. Subject to this Section 11.8, thisAgreement is binding upon, inures to the benefit of and is enforceable by the Parties and their respective successors and permittedassigns.



11.9 Headings. The headings used in this Agreement have been inserted for convenience of reference only and do notmodify, define or limit any of the terms or provisions hereof.

11.10 Invalid Provisions. Upon any determination that any term or other provision of this Agreement is invalid, illegal orincapable of being enforced under any applicable rule of Law or public policy, the Parties shall negotiate in good faith to modify thisAgreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the Transactionsare fulfilled to the extent possible.

11.11 Counterparts; Facsimile. This Agreement may be executed in any number of counterparts, each of which will bedeemed an original, but all of which together will constitute one and the same instrument. Any facsimile or .pdf copies hereof orsignature hereon shall, for all purposes, be deemed originals.

11.12 Governing Law; Venue; and Jurisdiction.

(a) This Agreement shall be governed by and construed in accordance with the Laws of the State of Texas (withoutregard to any conflict of laws principles thereof). Each of the Parties irrevocably agrees that any legal action or proceeding with respectto this Agreement or the Transactions shall be brought and determined by courts of the State of Texas located in Harris County and thefederal courts of the United States of America located in the State of Texas, Southern District, and each of the Parties irrevocablysubmits to the exclusive jurisdiction of such courts solely in respect of any legal proceeding arising out of or related to this Agreement.The Parties further agree that the Parties shall not bring suit with respect to any disputes arising out of this Agreement or theTransactions in any court or jurisdiction other than the above specified courts; provided, however, that the foregoing shall not limit therights of the Parties to obtain execution of judgment in any other jurisdiction. The Parties further agree, to the extent permitted by Law,that a final and nonappealable judgment against a Party in any action or proceeding contemplated above shall be conclusive and may beenforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall beconclusive evidence of the fact and amount of such judgment.

(b) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENTPERMITTED BY LAW TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENTAND WITH RESPECT TO ANY COUNTERCLAIM RELATED THERETO.

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11.13 Trust Account Waiver. Reference is made to the final prospectus of Buyer, filed with the SEC (File No. 333-216409)(the �Prospectus�), and dated as of March 23, 2017. Each of the Contributor, the Contributor Owners and the Alta Mesa Partiesacknowledges that it has read the Prospectus and understands that Buyer has established the Trust Account containing the proceeds ofits initial public offering (the �IPO�) and from certain private placements occurring simultaneously with the IPO initially in an amountof approximately $1,035.0 million for the benefit of Buyer�s public stockholders and certain parties (including the underwriters of theIPO) and that Buyer may disburse monies from the Trust Account only: (a) to Buyer�s public stockholders in the event they elect toexercise their Buyer Stockholder Redemption Right, (b) to Buyer�s public stockholders if Buyer fails to consummate a BusinessCombination within twenty-four (24) months from the closing of the IPO, (c) to pay any income taxes with any interest earned on theamounts held in the Trust Account or (d) to Buyer after or concurrently with the consummation of a Business Combination. For and inconsideration of Buyer entering into this Agreement with the Contributor, the Contributor Owners and the Alta Mesa Parties regardingthe Transactions, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each ofthe Contributor, the Contributor Owners and the Alta Mesa Parties hereby agrees on behalf of itself and its Affiliates that,notwithstanding any provision of this Agreement to the contrary, it does not now and shall not at any time hereafter have any right, title,interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against, the TrustAccount, regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actualbusiness relationship between Buyer, the Contributor, any of the Contributor Owners or the Alta Mesa Parties, this Agreement or anyother matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. Each of theContributor, the Contributor Owners and the Alta Mesa Parties hereby irrevocably waives any such claims it may have against the TrustAccount (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts oragreements with Buyer and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason



whatsoever (including for an alleged breach of this Agreement). Each of the Contributor, the Contributor Owners and the Alta MesaParties agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Buyer toinduce it to enter in this Agreement, and each of the Contributor, the Contributor Owners and the Alta Mesa Parties further intends andunderstands such waiver to be valid, binding and enforceable under applicable Law. To the extent any Contributor, any of theContributor Owners or any Alta Mesa Party commences any action or proceeding based upon, in connection with, relating to or arisingout of any matter relating to Buyer, which proceeding seeks, in whole or in part, monetary relief against Buyer, the Contributor, suchContributor Owner or such Alta Mesa Party hereby acknowledges and agrees its sole remedy shall be against funds held outside of theTrust Account and that such claim shall not permit the Contributor, such Contributor Owner or such Alta Mesa Party (or any partyclaiming on such Person�s behalf) to have any claim against the Trust Account (including any distributions therefrom) or any amountscontained therein; provided that (i) nothing herein shall serve to limit or prohibit the Contributor, the Contributor Owners� or the AltaMesa Entities� right to pursue a claim against Buyer for legal relief against assets held outside the Trust Account, for specificperformance or other equitable relief, and (ii) nothing herein shall serve to limit or prohibit any claims that the Contributor, theContributor Owners or the Alta Mesa Entities may have in the future against Buyer�s assets or funds that are

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not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have beenpurchased or acquired with any such funds). In the event any Contributor, any of the Contributor Owners or any Alta Mesa Party or anyof their respective Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of anymatter relating to Buyer, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributionstherefrom), whether in the form of money damages or injunctive relief, Buyer shall be entitled to recover from the Contributor and suchContributor Owner or such Alta Mesa Party, as applicable, the associated legal fees and costs in connection with any such action, in theevent Buyer prevails in such action or Proceeding.

[Signature pages follow]

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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officer of each Partyas of the date first above written.

ALTA MESA HOLDINGS, LP

By: Alta Mesa Holdings GP, LLC,its general partner

By: /s/ Harlan H. ChappelleName: Harlan H. ChappelleTitle: President and Chief Executive Officer

ALTA MESA HOLDINGS GP, LLC


HIGH MESA HOLDINGS, LP



By: High Mesa Holdings GP, LLC,its general partner


HIGH MESA HOLDINGS GP, LLC


Signature Page to Contribution Agreement

SILVER RUN ACQUISITION CORPORATION II

By: /s/ James T. HackettName: James T. HackettTitle: Chief Financial Officer

Solely and exclusively for the limited purpose of Section 6.7,Section 10.3 and Section 11.13

HIGH MESA, INC.




ALTA MESA RESOURCES, LP



By: Alta Mesa Resources GP, LLC,its general partner

By: /s/ Harlan H. ChappelleName: Harlan H. ChappelleTitle: President



GALVESTON BAY RESOURCES HOLDINGS, LP

By: Galveston Bay Resources Holdings GP, LLC, its generalpartner

By: /s/ Harlan H. ChappelleName: Harlan H. ChappelleTitle: Chief Executive Officer



PETRO ACQUISITIONS HOLDINGS, LP

By: Petro Acquisitions Holdings GP, LLC,its general partner






PETRO OPERATING COMPANY HOLDINGS, INC.




/s/ Harlan H. ChappelleHARLAN H. CHAPPELLE



/s/ Dale HayesDALE HAYES



AM EQUITY HOLDINGS, LP

By: Alta Mesa Resources, LP,its general partner

By: Alta Mesa Resources GP LLC,its general partner

By: /s/ Harlan H. Chappelle



Name: Harlan H. ChappelleTitle: Chief Executive Officer


Solely and exclusively for the limited purpose of Section 6.6(j),Section 6.7, Section 10.3 and Section 11.13

/s/ Michael E. EllisMichael E. Ellis




Exhibit 2.2

Execution Version


by and among

KFM HOLDCO, LLC,

KINGFISHER MIDSTREAM, LLC


and, solely for purposes of Sections 10.9 and 11.13, the Contributor Members party hereto


TABLE OF CONTENTS




2.1 Buyer Contribution 222.2 Contributor��s Contribution and Consideration 222.3 Closing 232.4 Closing Deliveries by Contributor 232.5 Closing Deliveries by Buyer 242.6 Contribution Price Adjustments 252.7 Earn-Out Consideration 272.8 Withholding 28

ARTICLE III REPRESENTATIONS AND WARRANTIES REGARDING CONTRIBUTOR 29

3.1 Organization 293.2 Authority 293.3 No Conflicts; Consents and Approvals 293.4 Governmental Approvals 293.5 Title to Interests 303.6 Legal Proceedings 303.7 Contributor Benefit Plans 303.8 Brokers 30



3.9 Accredited Investor; Investment Intent 303.10 Tax Matters 30

ARTICLE IV REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY 31

4.1 Organization 314.2 Authorization 314.3 No Conflicts; Consents and Approvals 314.4 No Defaults 324.5 Governmental Approvals 324.6 Capitalization; Rights to Acquire Equity 324.7 Insurance 324.8 Legal Proceedings 334.9 Compliance with Laws and Orders 334.10 Anti-Corruption and Sanctions 334.11 Financial Statements 344.12 Absence of Certain Changes or Events 34

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4.13 No Undisclosed Liabilities; Indebtedness 344.14 Taxes 354.15 Material Contracts 364.16 Company Real Property; Company Assets 394.17 Permits 404.18 Environmental Matters 404.19 Employees and Labor Matters 404.20 Employee Benefits 414.21 Regulatory Status 414.22 Capital Commitments 414.23 Related Party Transactions 424.24 Brokers 424.25 Credit Support Instruments 424.26 Parachute Payments 424.27 Information Supplied 42

ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER 42

5.1 Organization 425.2 Authority 425.3 No Conflicts 435.4 Governmental Approvals 435.5 Capital Structure 445.6 Capitalization of the General Partner and the Partnership 445.7 No Undisclosed Liabilities 455.8 SEC Documents; Controls 455.9 Legal Proceedings 465.10 Compliance with Laws and Orders 46



5.11 Brokers 465.12 Trust Account 465.13 Tax Matters 475.14 Information Supplied; Proxy Statement 475.15 Absence of Certain Changes or Events 475.16 No Default 475.17 Listing 475.18 Investment Company 485.19 Accredited Investor; Investment Intent 485.20 Opportunity for Independent Investigation 48

ARTICLE VI COVENANTS 49

6.1 Regulatory and Other Approvals 496.2 Access of Buyer 506.3 Conduct of Business 516.4 Certain Restrictions 516.5 Termination of Operator Agreement 546.6 D&O Indemnity 546.7 Tax Matters 55

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6.8 Public Announcements; Confidentiality 596.9 Use of Certain Names 596.10 Distributions 596.11 Support Obligations 606.12 The Proxy Statement and the Special Meeting 606.13 Cooperation on Financing Matters 626.14 Further Assurances 636.15 Buyer Employees and Related Benefits 636.16 Exclusivity 656.17 Notice of Certain Events 666.18 Reasonable Best Efforts 676.19 Engagement Letters 67

ARTICLE VII BUYER�S CONDITIONS TO CLOSING 67

7.1 Contributor��s Representations and Warranties 677.2 Company Representations and Warranties 677.3 Performance 687.4 No Material Adverse Effect 687.5 Orders and Laws 687.6 HSR Act 687.7 Stockholder Approval 687.8 Concurrent Closing of Alta Mesa Contribution Agreement 687.9 NASDAQ Listing 687.10 Consents 69



7.11 Leverage Ratio 69

ARTICLE VIII CONTRIBUTOR�S CONDITIONS TO CLOSING 69

8.1 Representations and Warranties 698.2 Performance 698.3 Orders and Laws 698.4 HSR Act 708.5 Stockholder Approval 708.6 Concurrent Closing of Alta Mesa Contribution Agreement 708.7 NASDAQ Listing 708.8 Minimum Cash Consideration 70

ARTICLE IX TERMINATION 70


ARTICLE X INDEMNIFICATION; WAIVERS; LIMITATIONS ON LIABILITY 71

10.1 Indemnity 7110.2 Limitations of Liability 7210.3 Waivers of Representations 74

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10.4 Waiver of Remedies 7510.5 Procedure with Respect to Third-Party Claims 7610.6 Procedure with Respect to Direct Claims 7710.7 Payments of Indemnity Amounts 7710.8 Exclusive Remedy 7910.9 Waiver of Claims 7910.10 Access to Information 80

ARTICLE XI MISCELLANEOUS 80

11.1 Notice 8011.2 Entire Agreement 8111.3 Expenses 8111.4 Disclosure 8111.5 Waiver 8211.6 Amendment 8211.7 No Third Party Beneficiary 8211.8 Assignment; Binding Effect 8211.9 Headings 8211.10 Invalid Provisions 8211.11 Counterparts; Facsimile 83



11.12 Governing Law; Venue; and Jurisdiction 8311.13 Trust Account Waiver 8311.14 Attorney Waiver 84

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EXHIBITS

Exhibit A Form of A&R LP AgreementExhibit B Form of Restrictive Covenant AgreementExhibit C Form of Operating Transition Services AgreementExhibit D Form of Amended and Restated Certificate of IncorporationExhibit E Form of Registration Rights AgreementExhibit F Form of Escrow Agreement

SCHEDULES

Schedule 1.1 �CapEx CapEx BudgetSchedule 1.1-K(a) Contributor Knowledge IndividualsSchedule 1.1-K(b) Company Knowledge IndividualsSchedule 1.1-K(c) Buyer Knowledge IndividualsSchedule 1.1-NWC Net Working Capital Sample CalculationSchedule 1.1-PL Permitted LiensSchedule 3.3 No Conflicts � ContributorSchedule 3.4 Governmental Approvals � ContributorSchedule 3.5 Title to InterestsSchedule 4.3 No Conflicts � CompanySchedule 4.5 Governmental Approvals � CompanySchedule 4.6 Contributed InterestsSchedule 4.7 InsuranceSchedule 4.8 Legal ProceedingsSchedule 4.9 Compliance with Laws and OrdersSchedule 4.11 Financial StatementsSchedule 4.13(a) No Undisclosed LiabilitiesSchedule 4.14 TaxesSchedule 4.15(a) Material ContractsSchedule 4.15(c) Enforceability of Material ContractsSchedule 4.15(d) Breaches or Defaults of Material ContractsSchedule 4.16(a) Company Real PropertySchedule 4.16(b) Default of Real Property LeaseSchedule 4.16(d) EasementsSchedule 4.17 PermitsSchedule 4.18 Environmental MattersSchedule 4.19(a) Available EmployeesSchedule 4.19(c) Employee Claims and ProceedingsSchedule 4.21 Regulatory StatusSchedule 4.22 Capital CommitmentsSchedule 4.23 Related Party Transactions



Schedule 4.25 Credit Support InstrumentsSchedule 5.4 Governmental Approvals � BuyerSchedule 6.3 Conduct of BusinessSchedule 6.4(a) Certain Restrictions - ContributorSchedule 6.4(b) Certain Restrictions � CompanySchedule 6.11 Support ObligationsSchedule 6.15(e) Retention Bonus Agreements

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Schedule 7.10 ConsentsSchedule 11.1 Notice Addresses

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This Contribution Agreement dated as of August 16, 2017 (this �Agreement�) is made and entered into by and among KFMHoldco, LLC, a Delaware limited liability company (�Contributor�), Kingfisher Midstream, LLC, a Delaware limited liability company(the �Company�), Silver Run Acquisition Corporation II, a Delaware corporation (�Buyer�), and, solely for purposes of Sections 10.9and 11.13, the Contributor Members (as defined below). Each of the parties to this Agreement is sometimes referred to individually inthis Agreement as a �Party,� and all of the parties to this Agreement are sometimes collectively referred to in this Agreement as the�Parties.�

RECITALS

WHEREAS, Contributor owns all of the issued and outstanding Interests in the Company (collectively with any other Interestsissued after the date hereof in accordance with Section 6.4(b)(ii)), the �Contributed Interests�);



WHEREAS, subject to the terms and conditions of this Agreement, Buyer desires to make the Buyer Contribution (as definedbelow) to the Partnership, and Contributor desires to make the Contributor�s Contribution (as defined below) to the Partnership, in eachcase in exchange for the consideration specified in this Agreement.







�1933 Act� means the Securities Act of 1933, as amended.

��20-Day VWAP��means, as of a particular date, the average of the per share volume-weighted average price as displayed underthe heading Bloomberg VWAP on the Bloomberg page applicable to the Buyer Class A Common Stock (or, if Bloomberg ceases topublish such price, any successor service reasonably chosen by Buyer) in respect of the period from the open of trading on the relevanttrading day until the close of trading on such trading day for the 20 trading day period ending on the trading day immediately prior tosuch date (or, if such volume-weighted average price is unavailable, the market price of one share of such security on such trading daydetermined, using a volume-weighted average method, by a nationally recognized investment banking firm (unaffiliated with Buyer)retained for such purpose by Buyer).

�A&R LP Agreement� means that certain First Amended and Restated Agreement of Limited Partnership of the Partnership, insubstantially the form attached hereto as Exhibit A.

�Accounting Principles� means, with respect to the calculation of any amount hereunder, that such amount was calculated inaccordance with GAAP, applied in a manner consistent with the principles, practices, assumptions, policies and methodologies used bythe Company in the preparation of the audited financial statements described in Section 4.11.

�Acquisition� means, with respect to any Person, any transaction, or any series of related transactions, consummated prior tothe Closing Date, by which such Person or any of its Subsidiaries (a) acquires any going business or all or substantially all of the assetsof any firm, corporation, general partnership, limited liability partnership or limited liability company, or division thereof, whetherthrough the purchase of assets, merger or otherwise or (b) directly or indirectly acquires (in one transaction or as the most recenttransaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinaryvoting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) ora majority (by percentage or voting power) of the outstanding ownership interests of a partnership or limited liability company.

�Additional Common Units� means that number of Common Units equal to the quotient obtained by dividing (x) the CashConsideration (before giving effect to the proviso set forth in the second sentence of Section 2.2) minus the Available Funds, by(y) $10.00.

�Adjustment Amount� has the meaning given to it in Section 2.6(d).

�Affiliate� means any Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or isunder common control with the Person specified. For purposes of this definition, control of a Person means the power, direct or indirect,to direct or cause the direction of the management and policies of such Person whether through ownership of voting securities orownership interests, by contract or otherwise. Notwithstanding the foregoing, for purposes of this Agreement: (i) prior to Closing, theCompany shall not constitute an Affiliate of any Person other than Contributor and the Contributor Members; (ii) from and afterClosing, the Company shall constitute an Affiliate of Buyer; (iii) no Contributor Member shall be deemed to be an Affiliate of any otherContributor Member; and (iv) each Contributor Member shall be deemed an Affiliate of Contributor.


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�Alta Mesa� means Alta Mesa Holdings, LP, a Texas limited partnership.

�Alta Mesa Cash Consideration� means the �Cash Consideration� as defined in the Alta Mesa Contribution Agreement.

�Alta Mesa Closing� means the �Closing� as defined in the Alta Mesa Contribution Agreement.

�Alta Mesa Contribution Agreement� means that certain Contribution Agreement, dated as of the date hereof, by and amongBuyer, High Mesa Holdings, LP, High Mesa Holdings GP, LLC, Alta Mesa Holdings, LP, Alta Mesa Holdings GP, LLC and the otherparties thereto.

�Alta Mesa Contributor� means �Contributor� as such term is defined in the Alta Mesa Contribution Agreement.

�Amended and Restated Certificate of Incorporation� has the meaning given to it in Section 7.7 .

�Ancillary Agreements� means the Closing Certificates, the Escrow Agreement, the A&R LP Agreement, the PartnershipWarrant Agreement, the Amended and Restated Certificate of Incorporation, the Registration Rights Agreement, the OperatingTransition Services Agreement, the Restrictive Covenant Agreement and any and all additional agreements, certificates, documents andinstruments that may be executed or delivered by any Party at or in connection with Closing.

�Anti-Corruption Laws� means all laws, rules and regulations of the United States, the United Nations, the United Kingdom,the European Union or any other Governmental Authority from time to time concerning or relating to bribery, money laundering, orcorruption, including the UK Bribery Act and the FCPA.

�ARM� means ARM-M I, LLC, a Delaware limited liability company.

�Assets� of any Person means all assets, rights, Claims, Contracts, interests and properties of every kind, nature, character anddescription (whether real, personal or mixed, whether tangible or intangible, whether owned or leased and wherever situated), includingthe goodwill related thereto, operated, owned or leased by such Person.

�Available Employees� means those Operator Employees listed on Schedule 4.19(a).

�Available Funds� means (a) the amount in the Trust Account on the Closing Date, plus the proceeds of the Forward PurchaseAgreements, minus the amount to be paid to holders of Buyer Class A Common Stock that timely exercise and do not waive their BuyerStockholder Redemption Right in respect of any of the Transactions, the transactions contemplated by the Alta Mesa ContributionAgreement or the transactions contemplated by the Riverstone Contribution Agreement, minus the amount of any deferred underwritingcommissions payable by Buyer to the underwriters in the IPO, less (b) the Alta Mesa Cash Consideration.

�Balance Sheet Date� has the meaning given to it in Section 4.11(a).

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�Banking Fee Estimate� has the meaning given to it in Section 2.6(a)

�Banking Fees� means an amount equal to the fees due by the Company under the Engagement Letters.

�Benefit Plan� means (a) any �employee benefit plan,� as such term is defined in Section 3(3) of ERISA, (b) any plan thatwould be an �employee benefit plan� if it was subject to ERISA, such as foreign plans and plans for directors, (c) any equity bonus,



equity ownership, equity option, equity purchase, equity appreciation rights, phantom equity, or other equity plan (whether qualified ornonqualified), (d) each bonus, deferred compensation or incentive compensation plan, (e) any personal, vacation, holiday and sick orother leave policy, and (f) any other plan, policy, Contract, program or arrangement (whether written or unwritten) providingcompensation or benefits to any employee or other individual service provider.




�Buyer Board� means the board of directors of Buyer.

�Buyer Board Recommendation� has the meaning given to it in Section 6.12(d).

�Buyer Class A Common Stock� means the Class A common stock of Buyer, par value $0.0001 per share.

�Buyer Class B Common Stock� means the Class B common stock of Buyer, par value $0.0001 per share.

�Buyer Class C Common Stock� has the meaning given to it in Section 2.2.

�Buyer Common Stock� means the Buyer Class A Common Stock and Buyer Class B Common Stock.

�Buyer Contribution� has the meaning given to it in Section 2.1.

�Buyer Employer� has the meaning given to it in Section 6.15(a).

�Buyer Fundamental Representations� means those representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.4, 5.5,5.6 and 5.11.

�Buyer Indemnified Parties� has the meaning given to it in Section 10.1(a).

�Buyer Material Adverse Effect� means, any occurrence, condition, change, development, event, circumstance or effect that,individually or in the aggregate, (i) is or would reasonably be expected to be materially adverse to the business, properties, condition(financial

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or otherwise) or results of operations of Buyer and its Subsidiaries taken as a whole or (ii) prevents, materially delays or materiallyimpairs the ability of Buyer to perform its obligations under this Agreement or to consummate the Transactions.



�Buyer Series A Preferred Stock� means the three shares of Series A preferred stock, par value $0.0001 per share, of Buyer.



�Buyer Series B Preferred Stock� means the Series B preferred stock, par value $0.0001 per share, of Buyer.

�Buyer Related Persons� has the meaning given it in Section 10.9(b).

�Buyer Stockholder Redemption Right� means the right held by holders of the shares of Buyer Class A Common Stock toredeem all or a portion of their shares of Buyer Class A Common Stock upon the consummation of a Business Combination, for a pershare redemption price of cash equal to (a) the aggregate amount then on deposit in the Trust Account as of two (2) Business Days priorto the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previouslyreleased to Buyer to pay certain Taxes, divided by (b) the number of then outstanding shares of Buyer Class A Common Stock issued inconnection with the IPO.


�Calculation Period� means the four quarter period most recently ended as of the last Business Day of the calendar quarterending prior to (or on) the Closing Date.

�Cap Amount� has the meaning given to it in Section 10.2(d).

�CapEx Amount� means the amount paid by the Company or any of its Subsidiaries, during the period beginning on theExecution Date and ending on the Closing Date, with regards to the construction of midstream assets, including assets relating to thegathering, compression, collection, storage, processing, treating, dehydration or transportation of Hydrocarbons.

�CapEx Budget� means the budgeted capital expenditures set forth in Schedule 1.1-CapEx.

�CapEx Credit Agreement� means that certain Credit Agreement, dated August 8, 2017, by and among the Company (asborrower), ABN AMRO Capital USA LLC (as administrative agent and LC issuer) and certain other financial institutions (as lenders).

�CapEx Estimate� has the meaning given to it in Section 2.6(a).

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�Capital Leases� means, as applied to any Person, any lease of any property by such Person or any of its Subsidiaries as lesseethat would, in accordance with GAAP, be required to be classified and accounted for as a capital lease on the balance sheet of suchPerson.

��Cash��means, with respect to any Person, the cash and cash equivalents of such Person and its Subsidiaries determined inaccordance with GAAP.

�Cash Consideration� has the meaning given to it in Section 2.2.

�Change in Recommendation� has the meaning given to it in Section 6.12(d).

�Claim� means any demand, claim, action, investigation, Proceeding (whether at law or in equity) or arbitration by or beforeany Governmental Authority or arbitrator.

�Claiming Party� has the meaning given to it in Section 10.5(a).




�Closing Certificates� means the officer�s certificates referenced in Sections 2.4(e), 2.4(f), and 2.5(h).


�Closing Date Statement� has the meaning given to it in Section 2.6(c).

�Closing Debt� means the Indebtedness of the Company and its Subsidiaries as of the Closing.


�Common Units� has the meaning given to it in Section 2.1.

�Company� has the meaning given to it in the introduction to this Agreement.

�Company Fundamental Representations� means those representations and warranties set forth in Sections 4.1, 4.2, 4.3(a),4.3(c) 4.6, 4.12(a) and 4.24.

�Company LLC Agreement� means the Third Amended and Restated Liability Company Agreement of the Company, datedAugust 4, 2017.

�Company Real Property� means (i) all real property and interests in real property, including any fee interests, owned by theCompany, (ii) all leases, subleases or other similar instruments of real property (�Real Property Leases�) in which the Company holds alease hold or similar interest and (iii) the Easements.

�Company Related Party Transaction� means any agreement, arrangement or other transaction that if in effect on the datehereof would be required to be disclosed on Schedule 4.23.

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�Company Released Claims� has the meaning given it in Section 10.9(b).

�Confidential Information� means any and all confidential, proprietary or otherwise non-public information that(i) (x) became known by or was in the possession of Contributor on or prior to Closing and (y) pertains to the Company and itsSubsidiaries or their respective Assets, Liabilities, personnel or businesses or (ii) (x) has been disclosed to, become known by or madeavailable to Contributor on or prior to the Closing and (y) pertains to Buyer or any Affiliate or Representative of Buyer.

�Confidentiality Agreement� means that certain confidentiality agreement between the Company and Riverstone InvestmentGroup LLC, dated as of April 10, 2017.

�Consolidated Net Income� means, with respect to any Person and its Subsidiaries, for any period, the net income (or loss) forsuch period after taxes, as determined in accordance with GAAP, excluding, however, (a) extraordinary items, including (i) any net non-cash gain or loss during such period arising from the sale, exchange, retirement or other disposition of capital assets (such term toinclude all fixed assets and all securities) other than in the ordinary course of business and (ii) any write-up or write-down of assets and(b) the cumulative effect of any change in GAAP.



�Contract� means any agreement, contract, lease, sublease, license, evidence of indebtedness for borrowed money, mortgage,indenture, note, purchase order, binding bid, letter of credit, instrument, security agreement, undertaking, obligation or commitment towhich a Person is bound, whether oral or written.


�Contribution Price� has the meaning given to it in Section 2.2.


�Contributor 401(k) Plan� has the meaning given to it in Section 6.15(e).

�Contributor Adjustment Amount� has the meaning given to it in Section 2.6(d).

�Contributor Appointees� means all current and former officers, managers, directors and similar persons of the Company thatare or were employees of Contributor or any of its Affiliates.

�Contributor Fundamental Representations� means those representations and warranties set forth in Sections 3.1, 3.2, 3.3,3.4, 3.5, and 3.8.

�Contributor Indemnified Parties� has the meaning given to it in Section 10.1(b).

�Contributor Members� means each of (a) ARM � M I, LLC, a Delaware limited liability company, (b) HMS KingfisherHoldCo, LLC, a Delaware limited liability company, (c) Mezzanine Partners II Delaware Subsidiary, LLC (f/k/a Highbridge PrincipalStrategies � Mezzanine Partners II Delaware Subsidiary, LLC), a Delaware limited liability company, (d)

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KFM Offshore, LLC, a Delaware limited liability company, (e) KFM Institutional, LLC, a Delaware limited liability company, (f) APMezzanine Partners II, L.P. (f/k/a Highbridge Principal Strategies � AP Mezzanine Partners II, L.P.), a Delaware limited partnership,and (g) Jade Real Assets Fund, L.P. (f/k/a Highbridge Principal Strategies � Jade Real Assets Fund, L.P.), a Delaware limitedpartnership.

�Contributor Released Claims� has the meaning given to it in Section 10.9.

�Contributor Taxes� means (i) any Taxes of the Company or any of its Subsidiaries with respect to any Pre-Closing TaxPeriod; (ii) Taxes of Contributor or the Contributor Members (including capital gains Taxes arising as a result of the transactionscontemplated by this Agreement) or any of their Affiliates (excluding the Company and its Subsidiaries) for any Tax period; (iii) Taxesfor which the Company or any of its Subsidiaries (or any predecessor of the foregoing) is held liable under Treasury RegulationsSection 1.1502-6 (or any similar provision of state, local or foreign Law) by reason of such entity being included in any consolidated,affiliated, combined or unitary group at any time before the Closing Date; (iv) Taxes imposed on or payable by third parties with respectto which the Company or any of its Subsidiaries has an obligation to indemnify such third party pursuant to a transaction consummatedprior to the Closing Date; and (v) any withholding Taxes imposed with respect to payments to Contributor pursuant to this Agreement.

�Contributor��s Contribution� has the meaning given to it in Section 2.2.

�Contributor��s Marks� has the meaning given to it in Section 6.9.



�Current Assets� means the current assets of the Company, including cash, cash equivalents, and cash deposited by theCompany in any reserve account (but excluding cash collateral posted as credit support by the Company), in each case, as determined inaccordance with the Accounting Principles.

�Current Liabilities� means the current liabilities of the Company, as determined in accordance with the AccountingPrinciples; provided, however, that, for the purpose of determining Current Liabilities, any current portion of any Indebtedness shall beexcluded from the definition of Current Liabilities.

�D&O Cap Amount� has the meaning given to it in Section 6.6.

�De Minimis Threshold� has the meaning given to it in Section 10.2(b).

�Debt� means, with respect to any Person, without duplication (i) indebtedness of such Person and its Subsidiaries forborrowed money, including, without limitation, obligations under letters of credit (but only to the extent drawn); (ii) obligations of suchPerson and its Subsidiaries evidenced by bonds, debentures, notes or other similar instruments; (iii) obligations of such Person and itsSubsidiaries to pay the deferred purchase price of property or assets (whether real, personal, or mixed, tangible or intangible) or services(including, without limitation, obligations that are non-recourse to the credit of such Person and its Subsidiaries but are secured by theassets of such Person or any of its Subsidiaries, but excluding trade accounts payable); (iv) obligations of such Person or any of itsSubsidiaries as lessee under Capital Leases and

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obligations of such Person or any of its Subsidiaries in respect of synthetic leases; (v) obligations of such Person or any of itsSubsidiaries under any Hedge Contract; (vi) any obligations of such Person or any of its Subsidiaries owing in connection with anyvolumetric or production prepayments; (vii) obligations of such Person or any of its Subsidiaries under direct or indirect guaranties inrespect of, and obligations (contingent or otherwise) of such Person or any of its Subsidiaries to purchase or otherwise acquire, orotherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in clauses(i) through (vi) above; and (viii) indebtedness or obligations of others of the kinds referred to in clauses (i) through (vii) secured by anyLien on or in respect of any property or assets (whether real, personal, or mixed, tangible or intangible) of such Person or any of itsSubsidiaries.

�Debt Estimate� has the meaning given to it in Section 2.6(a).

�Deductible Amount� has the meaning given to it in Section 10.2(c).

�Direct Claim� has the meaning given to it in Section 10.6.

�Disposition� means any sale, lease, transfer, assignment, farm-out, conveyance, or other disposition of any Property(including any working interest, overriding royalty interest, production payments, net profits interest, royalty interest, or mineral feeinterest).

�Earn-Out Consideration� has the meaning given to it in Section 2.7(a)(ii).

�Earn-Out Payment� has the meaning given to it in Section 2.7(a)(ii).

�Easements� has the meaning given to it in Section 4.16(d).



�EBITDAX� means without duplication, for any Person and its Subsidiaries for any period, (a) Consolidated Net Income forsuch period plus (b) to the extent deducted in determining Consolidated Net Income, (i) Interest Expense, income taxes, depreciation,amortization, and exploration expenses, (ii) unrealized losses on Hedge Contracts and losses on Disposition of assets (including hedgemonetizations) for such period outside the ordinary course of business (other than monetization of Hedge Contracts which would haveotherwise been recognized within the 12-month period immediately following such period as a result of scheduled monthly settlementswithin such 12- month period), and (iii) other non-cash charges for such period, including non-cash losses under ASC 815 as a result ofchanges in the fair market value of derivatives but excluding, in any event, to the extent that such non-cash charges are reserved for cashcharges to be taken in the future, minus (c) to the extent included in determining Consolidated Net Income, non-cash income for suchperiod, including non-cash income under ASC 815 as a result of changes in the fair market value of derivatives, minus (d) to the extentincluded in determining Consolidated Net Income, the following gains or credits: unrealized gains on Hedge Contracts and gains onDisposition of assets (including hedge monetizations) outside the ordinary course of business; provided that, such EBITDAX shall besubject to pro forma adjustments for Acquisitions and Dispositions occurring during the Calculation Period assuming that suchAcquisitions and/or Dispositions had occurred on the first day of the Calculation Period.

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�Emergency� means taking any and all actions and making repairs, including implementing an emergency shutdown of any orall of the Assets, that are required or appropriate to avoid, prevent or mitigate (a) imminent harm to persons or property, includinginjury, illness or death or damage to the Assets or a material environmental condition; (b) violation of any applicable Law that couldreasonably be expected to result in a material loss or liability to the Company; or (c) curtailment of service on the Assets.

�Engagement Letters� means (i) that certain engagement letter dated February 27, 2017, by and between J.P. MorganSecurities LLC and the Company, as amended on May 19, 2017, and (ii) that certain engagement letter dated February 27, 2017, by andbetween Barclays Capital Inc. and the Company.

�Environmental Claim� means any Claim or Loss arising out of or related to any violation of Environmental Law.

�Environmental Law� means the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §9601 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33U.S.C. § 1251 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 through 2629;the Oil Pollution Act, 33 U.S.C. § 2701 et seq.; the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. § 11001 etseq.; the Safe Drinking Water Act, 42 U.S.C. §§ 300f through 300j; and all similar Laws of any Governmental Authority havingjurisdiction over the Assets in question addressing pollution or protection of the environment, natural resources, or human health andsafety (to the extent arising from exposure to Hazardous Materials), each as amended on or prior to the Closing Date.

�Equity Consideration� has the meaning given to it in Section 2.2.

�ERISA� means the Employee Retirement Income Security Act of 1974, as amended.

�ERISA Affiliate� means, with respect to any entity, any other entity, trade or business that is a member of a group describedin Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes such first entity, or that is a member of thesame �controlled group� as such first entity pursuant to Section 4001(a)(14) of ERISA.

�Escrow Account� means the account established by the Escrow Agent pursuant to the Escrow Agreement.

�Escrow Agent� means IberiaBank Corporation.

�Escrow Agreement� has the meaning given to it in Section 2.4(c).

�Escrow Amount� has the meaning given to it in Section 2.2.



�Escrow Funds� means, at any given time after Closing, any funds deposited into the Escrow Account.

�Estimated Adjustment Amount� has the meaning given to it in Section 2.6(b).

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�Excess Adjustment Amount� has the meaning given to it in Section 2.6(d).

�Excess Escrow Amount� has the meaning given to it in Section 2.6(d).



�Expiration Date� has the meaning given to it in Section 10.2(a).

�FCPA� means the United States Foreign Corrupt Practices Act of 1977.

�FERC� has the meaning given to it in Section 4.21.

�Final Banking Fees� has the meaning given to it in Section 2.6(c).

�Final CapEx Amount� has the meaning given to it in Section 2.6(c).

�Final Closing Debt� has the meaning given to it in Section 2.6(c).

�Final NWC� has the meaning given to it in Section 2.6(c).

�Final Transaction Expenses� has the meaning given to it in Section 2.6(c).

�Financial Statements� has the meaning given to it in Section 4.11.

�Forward Purchase Agreements� means (i) the Forward Purchase Agreement between the Buyer and Riverstone VI SR IIHoldings, L.P., dated as of March 17, 2017, pursuant to which Riverstone VI SR II Holdings, L.P. agreed to purchase an aggregate of upto 40,000,000 shares of the Buyer Class A Common Stock plus an aggregate of up to 13,333,333 warrants for an aggregate purchaseprice of up to $400,000,000 or $10.00 per unit and (ii) the Forward Purchase Agreement between the Buyer and Riverstone VI SR IIHoldings, L.P., dated as of the Execution Date (the �Execution Date Forward Purchase Agreement�), pursuant to which Riverstone VISR II Holdings, L.P. agreed to purchase an aggregate of up to 20,000,000 shares of the Buyer Class A Common Stock for an aggregatepurchase price of up to $200,000,000 or $10.00 per unit.

�Fraud� means an actual and intentional misrepresentation or omission of a material fact which constitutes common law fraud.For the avoidance of doubt, �Fraud� expressly excludes constructive fraud, equitable fraud and promissory fraud.






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�Hazardous Material� means and includes each substance regulated as a hazardous waste, hazardous substance, hazardousmaterial, pollutant, contaminant, toxic substance, or similarly-regulated material under any Environmental Law, including anyHydrocarbons, explosives, radioactive materials, asbestos in any form, or polychlorinated biphenyls.

�Hedge Contract� means (a) any and all interest rate swap transactions, basis swaps, credit derivative transactions, forwardrate transactions, commodity swaps, commodity options, forward commodity contracts, deferred premium commodity contracts, equityor equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forwardbond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collartransactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similartransactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not anysuch transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the relatedconfirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by theInternational Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master;excluding in the case of (a) and (b) any physical commodity purchase contracts described on Schedule 4.15.

�High Mesa Holdings� means High Mesa Holdings, L.P., a Delaware limited partnership.


�Hydrocarbons� means oil, gas and other hydrocarbons produced or processed in association therewith, or any combinationthereof, and any minerals produced in association therewith, including all crude oil, gas, casinghead gas, condensate, natural gas liquids,and other gaseous or liquid hydrocarbons (including ethane, propane, iso-butane, nor-butane and gasoline) of any type or composition.


�Indebtedness� means, with respect to any Person, and without duplication, (i) all indebtedness for borrowed money of suchPerson and all other indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which suchPerson is liable, including pursuant to the CapEx Credit Agreement or any other financing the proceeds of which are intended to fundcapital expenditures of the Company; (ii) all indebtedness secured by any Lien on property owned subject to such Lien whether or notthe indebtedness secured has been assumed; (iii) any liabilities in respect of any lease of real or personal property (or a combinationthereof), which liabilities are required to be classified and accounted for under GAAP as a capital

12

lease; (iv) all obligations in respect of letters of credit, to the extent drawn; (v) all obligations under forward currency exchanges,interest rate protection agreements, swap agreements and hedging arrangements; (vi) all obligations of such Person to pay the deferredpurchase price of property, equipment or services (other than accounts payable in the ordinary course of business); (vii) all indebtedness



created or arising under any conditional sale or other title retention agreement with respect to property acquired; (viii) all guaranteeswith respect to liabilities of another Person of a type described in any of clauses (i) through (vii) above for the payment of which suchfirst Person may be liable and (ix) any accrued interest, premiums, penalties and other fees and expenses that are required to be paid bysuch Persons in respect of obligations referred to in clauses (i) through (viii) of this definition (excluding prepayment penalties undercapital leases to the extent such capital leases are not required to be repaid in connection with the Transactions).

�Indemnitee� has the meaning given to it in Section 10.5(a).

�Indemnity Claim� means any claim for indemnification under this Agreement.

�Independent Accounting Firm� means KPMG LLP, or, if such firm declines to act as the Independent Accounting Firm, anindependent accounting firm of national reputation that is selected by mutual agreement of Contributor and Buyer or, if Contributor andBuyer do not reach mutual agreement on the independent accounting firm to be selected within five (5) days after either Party firstreceives written notice from the other requesting such mutual agreement in connection with a requirement for such IndependentAccounting Firm under this Agreement, then Buyer shall designate one firm of independent public accountants of good standing andContributor shall designate another firm of independent public accountants of good standing, and the representatives of such firms shallselect a third firm of independent public accountants of good standing, which third firm shall serve as the independent accounting firmfor purposes of this Agreement.

�Intellectual Property� means the following intellectual property rights, both statutory and under common law, if applicable:(a) copyrights, registrations and applications for registration thereof, (b) trademarks, service marks, trade names, slogans, domainnames, logos, trade dress, and registrations and applications for registrations thereof, (c) patents, as well as any reissued and reexaminedpatents and extensions corresponding to the patents, and any patent applications, as well as any related continuation, continuation in partand divisional applications and patents issuing therefrom and (d) trade secrets and confidential information, including ideas, designs,concepts, compilations of information, methods, techniques, procedures, processes and other know-how, whether or not patentable.


�Interest Expense� means, for any Person and its Subsidiaries for any period, total interest, letter of credit fees, and other feesand expenses incurred in connection with any Debt

13

for such period, whether paid or accrued, including, without limitation, all commissions, discounts and other fees and charges owed withrespect to letters of credit and bankers� acceptance financing and net costs under Interest Hedge Agreements, all as determined inconformity with GAAP.

�Interest Hedge Agreement� mean, with respect to any Person, a Hedge Contract between such Person or any of itsSubsidiaries, on the one hand, and one or more financial institutions, on the other hand, providing for the exchange of nominal interestobligations between such Person or any of its Subsidiaries and such financial institution or the cap of the interest rate on any Debt ofsuch Person or any of its Subsidiaries.

�Interim Financials� has the meaning given to it in Section 4.11(b).

�Interim Period� has the meaning given to it in Section 6.2(a).



�IPO� has the meaning given to it in Section 11.13.

�IRS� means the Internal Revenue Service.

�Knowledge� means, (a) when used in a particular representation or warranty in this Agreement with respect to Contributor,the actual knowledge after reasonable inquiry of the individuals listed on Schedule 1.1-K(a), (b) when used in a particular representationor warranty in this Agreement with respect to the Company, the actual knowledge after reasonable inquiry of the individuals listed onSchedule 1.1-K(b) and (c) when used in a particular representation or warranty in this Agreement with respect to Buyer, the actualknowledge after reasonable inquiry of the individuals listed on Schedule 1.1-K(c).

�Laws� means all laws (including common law), statutes, rules, regulations, ordinances and orders of any GovernmentalAuthority.

�Leave Employee� has the meaning given to it in Section 6.15(b).

�Leverage Ratio� shall mean, with respect to a particular Person, as of a certain date, the ratio of (a) all Debt (other thanobligations under Hedge Contracts) of such Person and its Subsidiaries (net of any Cash of such Person and its Subsidiaries) as of suchdate to (b) EBITDAX of such Person and its Subsidiaries for the Calculation Period.



�Liquidity Event� means:

(a) The consummation of any merger, reorganization, business combination or consolidation of Buyer that results in any Person(other than an Affiliate of Contributor, which for purposes of the definition of Liquidity Event, shall not give effect to the last sentenceof the definition of Affiliate) becoming the Beneficial Owner of more than fifty percent (50%) of the

14

combined voting power of the voting securities of Buyer or the surviving company or the parent of such surviving company;

(b) The consummation of a sale or disposition by Buyer of all or substantially all of the Buyer�s assets, other than a saleor disposition if the holders of the voting securities of Buyer outstanding immediately prior thereto hold securities immediatelythereafter which represent more than fifty percent (50%) of the combined voting power of the voting securities of the acquiror, or parentof the acquiror, of such assets, or the stockholders of Buyer approve a plan of complete liquidation or dissolution of the Buyer; or

(c) The consummation of any transaction described in the foregoing clauses (a) or (b) following which the votingsecurities of Buyer outstanding immediately prior thereto are no longer traded on a national securities exchange or registered underSection 12(b) or (g) under the Exchange Act.

�Liquidity Event Consideration� has the meaning given to it in Section 2.7(d).

�Loss� means any and all judgments, liabilities, amounts paid in settlement, damages, fines, penalties, deficiencies, losses andexpenses (including interest, court costs, reasonable fees of attorneys, accountants and other experts or other reasonable expenses oflitigation or other Proceedings or of any claim, default or assessment). For all purposes of this Agreement, the term �Losses� shall notinclude any Non-Reimbursable Damages.



�Material Adverse Effect� means any occurrence, condition, change, development, event, circumstance or effect that,individually or in the aggregate, (i) is or would reasonably be expected to be materially adverse to the business, properties, Assets,condition (financial or otherwise) or results of operations of the Company and its Subsidiaries taken as a whole or (ii) prevents,materially delays or materially impairs the ability of Contributor or the Company from performing its obligations under this Agreementor to consummate the Transactions; provided, however, in no event shall any of the following, either alone or in combination with anyother occurrence, condition, change, development, event, circumstance or effect, constitute a Material Adverse Effect pursuant to clause(i) only: any occurrence, condition, change, development, event, circumstance or effect directly or indirectly resulting from (a) anychange in economic conditions generally, including any change in markets for, or prices of, Hydrocarbons, or other commodities orsupplies; (b) any change in general regulatory, social or political conditions, including any acts of war, sabotage or terrorist activities;(c) any change affecting any of the Hydrocarbon transportation, distribution, storage, processing or sales industries, generally, or thetarget markets or systems of the Company in particular; (d) any change in the financial, banking, credit, securities or capital markets(including any suspension of trading in, or limitation on prices for, securities on any stock exchange or any changes in interest rates) orany change in the general national or regional economic or financial conditions; (e) any change in any Laws (including EnvironmentalLaws) or GAAP; (f) any effects of weather (including any impact on customer use patterns), geological or meteorological events orother natural disaster; (g) any actions to be taken pursuant to the express terms of this Agreement, or taken at the request of or with theconsent of Buyer; (h) the announcement or pendency of the Transactions; and (i) any failure by the Company to meet internal orpublished projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics for anyperiod

15

(but not the events or circumstances contributing to or causing such failure); provided further, however, that any occurrence, condition,change, development, event, circumstance or effect referred to in clauses (a), (b), (c), (d), (e) or (f) immediately above shall be takeninto account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent thatsuch occurrence, condition, change, development, event, circumstance or effect has a disproportionate effect on the business, Assets,condition (financial or otherwise) or results of operations of the Company or any of its Subsidiaries compared to other participants in theindustries in which such affected Person conducts its businesses.

�Material Contracts� has the meaning given to it in Section 4.15(a).


�Net Working Capital� means, with respect to the Company, as of the close of business on the day immediately prior to theClosing Date, the Current Assets minus the Current Liabilities, as determined in accordance with the accounting policies, practices,procedures, methods, categorizations and techniques as were used in the preparation of Schedule 1.1-NWC (sample calculation of NetWorking Capital), and in accordance with the Accounting Principles.

�Non-Reimbursable Damages� has the meaning given to it in Section 10.4(b).


�NWC Estimate� has the meaning given to it in Section 2.6(a).

�NWC Target� shall mean $0.

�OFAC� means the U.S. Department of the Treasury�s Office of Foreign Assets Control.



�Oil and Gas Leases� means all leases, subleases, licenses or other occupancy or similar agreements under which a Personleases, subleases or licenses or otherwise acquires or obtains operating rights in and to Hydrocarbons.

�Oil and Gas Properties� means all interests in and rights with respect to (a) oil, gas, mineral, and similar properties of anykind and nature, including working, leasehold and mineral interests and operating rights and royalties, overriding royalties, productionpayments, net profit interests and other non-working interests and non-operating interests (including all rights and interests derived fromOil and Gas Leases, operating agreements, unitization and pooling agreements and orders, division orders, transfer orders, mineraldeeds, royalty deeds, and in each case, interests thereunder), fee interests, reversionary interests, back-in interests, reservations andconcessions and (b) all wells located on or producing from such leases and properties described in clause (a).

�Operating Transition Services Agreement� has the meaning given to it in Section 2.4(i).

�Operator� means Asset Risk Management, LLC.

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�Operator Agreement��means that certain Amended and Restated Operating and Construction Management Agreement datedDecember 22, 2016 by and between the Company and the Operator.

�Operator Employees� means those individuals who are providing services to the Assets of the Company pursuant to theOperator Agreement.



�Outside Date� has the meaning given to it in Section 9.1(d).


�Partnership Warrants� means warrants exercisable for Common Units on the terms and conditions identical to warrants topurchase Buyer Class A Common Stock outstanding on the date hereof.

�Party� or �Parties� means each of Buyer, the Company and Contributor.

�Pending Claim� has the meaning given to it in Section 10.7(c).


�Permitted Lien� means (a) any Lien for Taxes, impositions, assessments, fees, rents or other governmental charges levied orassessed or imposed (i) not yet due or delinquent or (ii) being contested in good faith by appropriate Proceedings and for whichadequate reserves have been established in accordance with GAAP, (b) any statutory or other Lien arising in the ordinary course ofbusiness by operation of Law with respect to a liability that is not yet due or delinquent or which is being contested in good faith by oron behalf of the Company, (c) all matters, both general and specific, that are disclosed (whether or not subsequently deleted or endorsed



over) on any survey or in any title policies insuring a Company Real Property or any commitments therefor that have been madeavailable to Buyer prior to the Execution Date or obtained by or on behalf of Buyer, (d) purchase money Liens arising in the ordinarycourse of business, (e) any other imperfection or irregularity of title and other Liens that would not reasonably be expected to materiallyinterfere with or impair the use of the property burdened thereby, (f) zoning, planning, regulatory and other similar limitations andrestrictions, all rights of any Governmental Authority to regulate the Company Real Property, and all matters of

17

record, none of which, individually or in the aggregate, materially impairs the continued use and operation of the Company RealProperty to which they relate in the conduct of the Company�s or an of its Subsidiaries� business as presently conducted thereon, (g) theterms and conditions of the Permits of the Company or the Contracts listed on Schedule 4.15(a), (h) pledges and deposits made in theordinary course of business in compliance with workers� compensation, unemployment insurance and other social security Laws,(i) Liens expressly identified in the Financial Statements and (j) the matters identified on Schedule 1.1-PL.



�Proceeding� means any complaint, lawsuit, action, suit, claim (including claim of a violation of Law) or other proceeding atLaw or in equity or order or ruling, in each case by or before any Governmental Authority or arbitral tribunal.

�Property� of any Person means any property or assets (whether real, personal, or mixed, tangible or intangible) of suchPerson.

�Prospectus� has the meaning given to it in Section 11.13.

�Proxy Statement� has the meaning given to it in Section 6.12(a).

�Real Property Leases� has the meaning given to it in the definition of Company Real Property.

�Records� means the Company�s books, records and files, including all Contracts and any and all title, Tax, financial,technical, engineering, environmental and safety records and information; provided that the foregoing shall expressly exclude anyrecords or other information relating to bids received from others in connection with the Transactions and information and analysis(including financial analysis) relating to such bids.

�Registration Rights Agreement� means the Registration Rights Agreement by and between Contributor, the Alta MesaContributor, the Riverstone Contributor, Buyer and the other parties thereto, in substantially the form attached hereto as Exhibit E.

�Related Persons� has the meaning given to it in Section 10.9.

�Release� means any depositing, spilling, leaking, pumping, pouring, placing, emitting, discarding, abandoning, emptying,discharging, injecting, escaping, leaching, dumping, or disposing.

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�Reserved Units� has the meaning given to it in Section 10.7(c).

�Responding Party� has the meaning given to it in Section 10.5(a).

�Restrictive Covenant Agreement� means an agreement between Buyer and Operator in the form attached as Exhibit B.

�Restrictive Legend� has the meaning given to it in Section 10.7(c).

�Riverstone Closing� means the �Closing� as defined in the Riverstone Contribution Agreement.

�Riverstone Contribution Agreement� means that certain Contribution Agreement, dated as of the Execution Date, by andbetween the Riverstone Contributor and Buyer.

�Riverstone Contributor� means the �Contributor� as defined in the Riverstone Contribution Agreement.

�Sanctioned Entity� means (a) an agency of the government of, (b) an organization directly or indirectly owned or controlledby, or (c) an individual that acts on behalf of, a country or territory that is subject to, or the target of, Sanctions, including a sanctionsprogram identified on the list maintained by OFAC and available at http://www.treas.gov/offices/enforcement/ ofac/programs, or asotherwise published from time to time, to the extent that such program administered by OFAC is applicable to any such agency,organization or person.

�Sanctioned Person� means a person named on the list of Specially Designated Nationals or Blocked Persons maintained byOFAC available at http://www.treas.gov/offices/enforcement/ ofac/sdn/index.html, or as otherwise published from time to time or anyother Sanctions-related list maintained by an applicable Governmental Authority.

�Sanctions� means any sanctions imposed, administered or enforced from time to time by any applicable GovernmentalAuthority, including those administered by OFAC, the U.S. Department of State, Her Majesty�s Treasury, the United Nations, theEuropean Union, or any agency or subdivision of any of the foregoing, including any regulations, rules, and executive orders issued inconnection therewith.

�Schedules� means the schedules attached to this Agreement.


�SEC Documents� has the meaning given to it in Section 5.8(a).

�Special Meeting� has the meaning given to it in Section 6.12(c).

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��Stockholder Proposals�� has the meaning given to it in Section 7.7.

�Straddle Period� has the meaning given to it in Section 6.7(a).




�Support Obligations� has the meaning given to it in Section 6.11.


�Tax Allocation Statement� has the meaning given to it in Section 6.7(i).

�Tax Matter� has the meaning given to it in Section 6.7(e)(i).

�Tax Participation Period� means the period during which the unpaid indemnity obligations of Contributor under thisAgreement with respect to a Tax Return, Tax Matter or Tax Proceeding does not exceed the value of the Reserved Units available tosatisfy such indemnity obligation pursuant to Section 10.7(c).




�Third Party Claim� has the meaning given to it in Section 10.5(a).

�Transaction Confidentiality Agreement� has the meaning given to it in Section 6.16(a).

�Transaction Expenses� means without duplication, (i) all fees, costs, expenses (to the extent unpaid as of the Closing Date)incurred by or on behalf of the Company or its Subsidiaries in connection with the negotiation, documentation and consummation of theTransactions,

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including all of the fees and expenses of Bracewell LLP (and all Taxes payable in connection with such amounts); (ii) all sale, �stay-around,� retention, change of control or transaction bonuses, severance payments, commission or other similar bonuses or paymentspayable to current or former employees, directors or consultants of the Company or any of its Subsidiaries as a result of or in connectionwith the Closing or as a result of any termination of employment occurring prior to the Closing (together with the amount of allemployer-side employment, social insurance and other Taxes payable in connection therewith); and (iii) all employer-side employment,social insurance and other Taxes related to payments made in respect of any of the foregoing; provided, however, that the Banking Feesshall not be deemed Transaction Expenses.



�Transaction Expenses Estimate� has the meaning given to it in Section 2.6(a).


�Transfer Date� has the meaning given to it in Section 6.15(b).


�Transferred Employee� has the meaning given to it in Section 6.15(a).




�UK Bribery Act� means the United Kingdom Bribery Act 2010.

�Valuation Date� has the meaning given to it in Section 10.7(b).

�Willful and Material Breach� shall mean a material breach that is a consequence of an act undertaken by the breaching Partywith the actual knowledge and intent that the taking of such act would constitute a breach of this Agreement.



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(f) Unless otherwise indicated, with respect to the Company, the terms �ordinary course of business� or �ordinarycourse� shall be deemed to refer to the ordinary conduct of business in a manner consistent with the past practices and customs of theCompany.


2.1 Buyer Contribution. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyershall contribute to the Partnership, as a capital contribution, cash in the amount of the Available Funds plus the Alta Mesa CashConsideration (the �Buyer Contribution�) in exchange for the issuance by the Partnership to Buyer of (a) a number of common unitsrepresenting limited partner interests in the Partnership (�Common Units�) equal to the number of shares of Buyer Class A CommonStock outstanding at the Closing after the consummation of the Transactions (including shares of Buyer Class A Common Stock that areissued at the consummation of the Transactions upon conversion of the Buyer Class B Common Stock) and after any exercise by theholders of shares of Buyer Class A Common Stock of the Buyer Stockholder Redemption Right and (b) a number of PartnershipWarrants equal to the number of Buyer Warrants outstanding at the Closing after the consummation of the Transactions.

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2.2 Contributor��s Contribution and Consideration. Upon the terms and subject to the conditions set forth in thisAgreement, at the Closing, Contributor shall contribute, assign, transfer, convey and deliver to the Partnership, free and clear ofall Liens (other than transfer restrictions under applicable securities Laws), and Buyer shall, at the Closing, cause thePartnership to accept from Contributor, all of the Contributed Interests (including any Interests issued during the Interim Periodpursuant to Section 6.4(b)(ii)) (the �Contributor��s Contribution�). As consideration for the Contributor�s Contribution, Buyershall cause the Partnership to pay and deliver the following consideration to Contributor (subject to adjustment, and asadjusted, pursuant to Section 2.6, the �Contribution Price�): (a) 55,000,000 Common Units (the �Equity Consideration�),(b) cash in the amount of $800,000,000 plus the Estimated Adjustment Amount (the �Cash Consideration�), minus an amountequal to $5,000,000 (the �Escrow Amount�); and (c) the Earn-Out Consideration pursuant to the terms of Section 2.7;provided, however, that in the event that the Available Funds are less than the Cash Consideration and Contributor waives thecondition to its obligations set forth in Section 8.8, then (i) the total Equity Consideration at Closing shall be increased by anumber of Common Units equal to the Additional Common Units and (ii) the total Cash Consideration at Closing shall equalthe Available Funds. In addition, at the Closing, Buyer shall issue to Contributor a number of shares of Class C common stock,par value $0.0001 per share, of Buyer (the �Buyer Class C Common Stock�) equal to the number of Common Units receivedby Contributor pursuant to this Section 2.2, and such Contributor shall separately pay Buyer an amount of cash equal to thenumber of shares of Buyer Class C Common Stock received multiplied by the par value for such shares.

2.3 Closing. Closing shall take place at the offices of Bracewell LLP, 711 Louisiana Street, Suite 2300, Houston, Texas77002 at 10:00 A.M. local time on the third Business Day after the conditions to Closing set forth in Articles VII and VIII (other thanthose conditions that by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions) have beeneither satisfied or waived by the Party for whose benefit such conditions exist, or on such other date and at such other time and place asBuyer and Contributor mutually agree in writing. All actions listed in Section 2.4 or 2.5 that occur on the Closing Date shall be deemedto occur simultaneously at Closing. The Closing shall be effective for all purposes at 12:01 A.M., local time, in Kingfisher County,Oklahoma, on the Closing Date.

2.4 Closing Deliveries by Contributor. At Closing, Contributor shall deliver, or shall cause to be delivered, thefollowing:

(a) to Buyer and the Partnership, a duly executed counterpart of the A&R LP Agreement, executed by Contributor;



(b) to Buyer and the Partnership, a certification of non-foreign status in the form prescribed by Treasury RegulationSection 1.1445-2(b);

(c) to Buyer, a duly executed counterpart of the Escrow Agreement, executed by Contributor, in substantially the formattached hereto as Exhibit F (the �Escrow Agreement�);

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(d) to Buyer, a duly executed counterpart of the Restrictive Covenant Agreement, executed by Operator;

(e) to Buyer, a certificate of Contributor, dated as of the Closing Date, signed by an authorized Person of Contributor,certifying that the conditions set forth in Sections 7.1 and 7.3 with respect to Contributor have been fulfilled;

(f) to Buyer, a certificate of the Company, dated as of the Closing Date, signed by an authorized person of the Company,certifying that the conditions set forth in Section 7.2 and Section 7.3 with respect to the Company have been fulfilled;

(g) to Buyer, evidence, in form and substance reasonably satisfactory to Buyer, demonstrating the resignation or removalof the Contributor Appointees;

(h) to Buyer, a duly executed counterpart of the Registration Rights Agreement, executed by Contributor;

(i) to Buyer, a duly executed counterpart of the Operating Transition Services Agreement executed by the Company andOperator, in substantially the form attached hereto as Exhibit C (the �Operating Transition Services Agreement�); and

(j) to Buyer, such other certificates, instruments, and documents required by this Agreement or as may be reasonablyrequested by Buyer or the Partnership prior to the Closing Date to carry out the intent and purposes of this Agreement.


(a) to Contributor, a duly executed counterpart of the A&R LP Agreement, executed by Buyer and the General Partner;

(b) to the Escrow Agent, a wire transfer of immediately available funds in an amount equal to the Escrow Amount fordeposit into the Escrow Account;

(c) to Contributor in book-entry or certificated form, the Equity Consideration, with the Common Units and the shares ofBuyer Class C Common Stock comprising the Equity Consideration issued in the name of Contributor;

(d) to the financial advisors party to the Engagement Letters, wire transfers to such accounts as Contributor shall havenotified Buyer at least two Business Days prior to the Closing Date, in an aggregate amount equal to the Banking Fees;

(e) to Contributor, by wire transfers of immediately available funds to such accounts as Contributor shall have notifiedBuyer at least two Business Days prior to the Closing Date, an amount equal to the Cash Consideration minus an amount equal to theEscrow Amount;

(f) to Contributor, a duly executed counterpart of the Escrow Agreement, executed by Buyer and the Escrow Agent;

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(g) to Operator, a duly executed counterpart of the Restrictive Covenant Agreement, executed by Buyer;

(h) to Contributor, a certificate of Buyer, dated as of the Closing Date, signed by an authorized Person of Buyer,certifying that the conditions set forth in Sections 8.1 and 8.2 have been fulfilled;



(i) to Contributor, a copy of the Amended and Restated Certificate of Incorporation file stamped by the DelawareSecretary of State evidencing that the same has been accepted for filing and filed with the Delaware Secretary of State;

(j) to Contributor, a duly executed counterpart of the Registration Rights Agreement, executed by Buyer; and

(k) to Contributor, such other certificates, instruments, and documents required by this Agreement or as may bereasonably requested by Contributor prior to the Closing Date to carry out the intent and purposes of this Agreement.

2.6 Contribution Price Adjustments.

(a) Contributor and Buyer shall cooperate and shall (in the case of Contributor, prior to the Closing and, in the case ofBuyer, from and after Closing) exercise commercially reasonable efforts to provide each other access to the books, records andemployees of the Company, during normal business hours, as are reasonably requested in connection with the matters addressed in thisSection 2.6. Not later than two Business Days prior to the expected Closing Date, Contributor shall deliver a statement containingContributor�s good faith estimates, in accordance with the Accounting Principles, of (i) Net Working Capital (the �NWC Estimate�),(ii) the Closing Debt (the �Debt Estimate�), (iii) the Transaction Expenses (the �Transaction Expenses Estimate�), (iv) the CapExAmount (the �CapEx Estimate�) and (v) the Banking Fees (the �Banking Fee Estimate�), together with reasonable supportinginformation and calculations. The existence of any dispute with respect to the NWC Estimate, the Debt Estimate, the TransactionExpenses Estimate, the CapEx Estimate or the Banking Fee Estimate shall not delay or otherwise affect Closing.

(b) The �Estimated Adjustment Amount,� which may be positive or negative, shall mean an amount equal to (A) theNWC Estimate, minus (B) the NWC Target, minus (C) the Debt Estimate, minus (D) the Transaction Expenses Estimate, plus (E) theCapEx Estimate (subject to clause (e) below), minus (F) the Banking Fee Estimate.

(c) Within sixty (60) days after the Closing Date, Buyer shall deliver a statement (the �Closing Date Statement�)containing Buyer�s good faith calculation of (i) Net Working Capital, (ii) the Closing Debt, (iii) Transaction Expenses, (iv) the CapExAmount and (v) the Banking Fees, together with reasonable supporting information and calculations. The Closing Date Statement shallbe prepared in accordance with the Accounting Principles. If Contributor objects to the Closing Date Statement, then Contributor shallprovide Buyer with written notice thereof within 30 days after Contributor�s receipt of the Closing Date Statement and shall includereasonable detail regarding such specific objections together with supporting documentation. If Buyer and Contributor fail to agree onsuch disputed items contained in the Closing Date

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Statement within thirty (30) days from delivery by Contributor to Buyer of Contributor�s objection notice, then any Party may refersuch dispute to the Independent Accounting Firm, and the Parties shall direct the Independent Accounting Firm to make a final andbinding determination as to all matters in dispute (and only such matters) on a timely basis (and in any event within sixty (60) days afterits engagement) and to promptly notify the Parties in writing of its resolution; provided that the Parties shall not permit the IndependentAccounting Firm to assign a value to any particular item greater than the greatest value for such item claimed by any Party or less thanthe lowest value for such item claimed by any Party (except to the extent that the resolution of a disputed item results in a correspondingchange to any other item). The Independent Accounting Firm shall not have the power to modify or amend any term or provision of thisAgreement. Buyer, on the one hand, and Contributor, on the other, shall each bear and pay one-half of the fees and other costs chargedby the Independent Accounting Firm. If Contributor does not object to the Closing Date Statement within the time period and in themanner set forth in the third sentence of this Section 2.6(c) or if Contributor accepts the Closing Date Statement, the Net WorkingCapital, the Closing Debt, the Transaction Expenses, the CapEx Amount and the Banking Fees as set forth on the Closing DateStatement shall become final and binding upon the Parties for all purposes hereunder. If Contributor does object to the Closing DateStatement within the time period and in the manner set forth in the third sentence of this Section 2.6(c), then the Closing Date Statementshall become final and binding for all purposes hereunder except with respect to, and only to the extent of, those matters expresslyobjected to by Contributor in such objection; provided, that where any matter to which Contributor expressly objects would, if decidedin Contributor�s favor, warrant an adjustment to any other amount set forth on the Closing Date Statement, then notwithstanding theforegoing, such other amount shall become final and binding only after the matter to which Contributor expressly objects has been



resolved and all applicable adjustments necessarily stemming therefrom have been made. The Net Working Capital as finallydetermined in accordance with this Section 2.6(c) shall be referred to as the �Final NWC,� the Closing Debt as finally determined inaccordance with this Section 2.6(c) shall be referred to as the �Final Closing Debt,� the Transaction Expenses as finally determined inaccordance with this Section 2.6(c) shall be referred to as the �Final Transaction Expenses,� the CapEx Amount as finally determinedin accordance with this Section 2.6(c) shall be referred to as the �Final CapEx Amount,� and the Banking Fees as finally determined inaccordance with this Section 2.6(c) shall be referred to as the �Final Banking Fees.�

(d) The �Adjustment Amount�, which may be positive or negative, shall mean the amount equal to (A) the Final NWCminus the NWC Estimate, minus (B) Final Closing Debt minus the Debt Estimate, minus (C) the Final Transaction Expenses minus theTransaction Expenses Estimate, plus (D) the Final CapEx Amount minus the CapEx Estimate (subject to clause (e) below), minus(E) the Final Banking Fees minus the Banking Fee Estimate.

(i) If the Adjustment Amount is a positive number, then, within five Business Days after such amount is soagreed or determined, Buyer shall pay to the Partnership an amount equal to the Adjustment Amount and cause the Partnership, in turn,to pay to Contributor an amount equal to the Adjustment Amount.

(ii) If the Adjustment Amount is a negative number (the absolute value of such number, the �ContributorAdjustment Amount�), then, within five Business Days after

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such amount is agreed or determined, Contributor and Buyer shall submit joint written instructions to the Escrow Agent instructing theEscrow Agent to release Escrow Funds to the Partnership equal to the lesser of the Contributor Adjustment Amount and the EscrowAmount. If the Contributor Adjustment Amount exceeds the Escrow Amount (the amount of such excess, the �Excess AdjustmentAmount�), then Contributor shall also transfer Reserved Units to the Partnership with a value equal to the Excess Adjustment Amount(valued in accordance with this Section 10.7(b)). If the Escrow Amount exceeds the Contributor Adjustment Amount (the �ExcessEscrow Amount�), Contributor and Buyer shall submit joint written instructions to the Escrow Agent instructing the Escrow Agent torelease Escrow Funds to Contributor equal to the Excess Escrow Amount.

(iii) Each of the foregoing payments shall be made by wire transfer of immediately available funds to an accountdesignated by such recipient.

(e) Notwithstanding anything herein to the contrary, for purposes of determining the Estimated Adjustment Amount andthe Adjustment Amount, unless otherwise approved in writing by Buyer, neither the CapEx Estimate nor the Final Capex Amount,respectively, shall exceed the following:

(i) if the Closing occurs on or prior to September 30, 2017, $50,000,000 (in the aggregate); and

(ii) if the Closing occurs after September 30, 2017, (x) $50,000,000 plus (y) an amount equal to the product of(A) $600,000 and (B) the number of calendar days during the period beginning on October 1, 2017 and ending on the Closing Date.

2.7 Earn-Out Consideration.

(a) During the period beginning on the Closing Date and ending on the seven-year anniversary of the Closing Date,

(i) promptly and in any event within 5 Business Days after the first date that the 20-Day VWAP equals orexceeds $14.00, Buyer shall cause the Partnership to issue 7,142,857 Common Units to Contributor; and

(ii) promptly and in any event within 5 Business Days after the first date that the 20-Day VWAP equals orexceeds $16.00, Buyer shall cause the Partnership to issue 6,250,000 Common Units to Contributor (each issuance of Common Unitspursuant to clauses (i) or (ii) above, an ��Earn-Out Payment�� and all Earn-Out Payments, collectively, the ��Earn-Out Consideration��).



(b) In the event that the Partnership shall issue any Common Units in satisfaction of an Earn-Out Payment, Buyer shallissue to Contributor, a number of shares of Buyer Class C Common Stock equal to the number of Common Units so issued, andContributor shall separately pay Buyer an amount of cash equal to the number of shares of Buyer Class C Common Stock receivedmultiplied by the par value of such shares. The right to receive the Earn-Out Consideration shall be transferrable on a share-by-sharebasis by Contributor to the same extent that the Common Units and shares of Buyer Class C Common Stock received by

27

Contributor pursuant to this Agreement are transferrable by Contributor; provided that Contributor and such transferees shall delivernotice to Buyer indicating the Common Units and shares of Buyer Class C Common Stock such transferee may be entitled to receiveand an undertaking to indemnify Buyer and its Affiliates in the event of any dispute by Contributor or any such transferee or otherAffiliate of Contributor or transferee with respect to any such transfer or the Common Units and/or shares of Buyer Class C CommonStock to be delivered in accordance therewith.

(c) Notwithstanding anything to the contrary herein, (i) Contributor shall not be entitled to receive a particular Earn-OutPayment on more than one occasion, and (ii) in the event that, on a particular date, the 20-Day VWAP entitles Contributor to more thanone Earn-Out Payment (each of which has not previously been paid), Contributor shall be entitled to receive each such Earn-OutPayment.

(d) For purposes of this Agreement, ��Liquidity Event Consideration��means the amount per share to be received by aholder of shares of Buyer Class A Common Stock in connection with a Liquidity Event, with any non-cash consideration valued asdetermined by the value ascribed to such consideration by the parties to such transaction. In the event that the Liquidity EventConsideration is greater than the 20-Day VWAP hurdle with respect to any Earn-Out Payment not previously paid, then thecorresponding Earn-Out Payment shall be made, and the applicable Common Units shall be deemed issued and outstanding, effectiveimmediately prior to the consummation of such Liquidity Event and the holders thereof shall be entitled to receive the correspondingLiquidity Event Consideration. Thereafter, Buyer shall cease to have any further obligation under Section 2.7(a) or this Section 2.7(d).Any such Earn-Out Payment shall not be paid or payable in the event such Liquidity Event is not consummated and the Buyer willcontinue to have the obligations set forth in this Section 2.7.

(e) If, prior to the termination of Buyer�s obligation to make any Earn-Out Payment, any change in the outstandingshares of Buyer Class A Common Stock shall occur by reason of any reclassification, recapitalization, stock split (including reversestock split) or combination, exchange or readjustment of shares, or any stock dividend, the Earn-Out Payments and 20-Day VWAPtargets set forth above shall be appropriately adjusted to reflect such change and to provide to Contributor the same economic effect ascontemplated by this Section 2.7(a) prior to such change.

2.8 Withholding. Buyer and the Partnership shall be entitled to deduct and withhold from the consideration otherwisepayable pursuant to this Agreement to Contributor such amounts as Buyer or the Partnership, as applicable, is required to deduct andwithhold under the Code, or any Tax law, with respect to the making of such payment; provided, however, that Buyer and Partnershipshall notify Contributor of any amounts expected to be deducted and withheld at least five (5) Business Days prior to the Closing Dateand the basis for such deduction and withholding. Buyer or the Partnership, as applicable, shall reasonably cooperate with Contributorto reduce or eliminate any deductions and withholdings. To the extent that amounts are so withheld, such withheld amounts shall betreated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding wasmade.

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ARTICLE IIIREPRESENTATIONS AND WARRANTIES REGARDING CONTRIBUTOR

Subject to the disclosures made by Contributor in the Schedules, Contributor hereby represents and warrants to Buyer as of thedate hereof and as of the Closing Date as follows:



3.1 Organization. Contributor is a limited liability company duly formed, validly existing and in good standing under theLaws of the State of Delaware.

3.2 Authority. Contributor has all requisite organizational power and authority to execute and deliver this Agreement andthe Ancillary Agreements to be delivered by Contributor at Closing, to perform its obligations hereunder and thereunder, and toconsummate the Transactions. The execution and delivery by Contributor of this Agreement and the Ancillary Agreements to bedelivered by Contributor at Closing, and the performance by Contributor of its obligations hereunder and thereunder, have been dulyand validly authorized by all necessary organizational action. This Agreement has been, and the Ancillary Agreements to be deliveredby Contributor at Closing will at Closing be, duly and validly executed and delivered by Contributor and constitutes (or, in the case ofthe Ancillary Agreements to be delivered by Contributor at Closing will, at Closing, constitute) the legal, valid and binding obligation ofContributor enforceable against Contributor in accordance with its terms, except as the same may be limited by bankruptcy, insolvency,reorganization, fraudulent conveyance, arrangement, moratorium or other similar Laws relating to or affecting the rights of creditorsgenerally, or by general equitable principles.

3.3 No Conflicts; Consents and Approvals. Except (i) as disclosed on Schedule 3.3, (ii) for such filings as may berequired under the HSR Act and (iii) as may result from any facts or circumstances relating solely to Buyer or its Affiliates andassuming all Governmental Approvals required to be disclosed on Schedule 3.4 have been made or obtained, the execution and deliveryby Contributor of this Agreement do not and the Ancillary Agreements to be delivered by Contributor at Closing, and the performanceby Contributor of its obligations under this Agreement and such Ancillary Agreements do not:

(a) violate or result in a breach of the Organizational Documents of Contributor; or

(b) violate or result in a breach of any Law applicable to Contributor, except for such violations or breaches as would notreasonably be expected to result in a material adverse effect on Contributor�s ability to consummate the Transactions.

3.4 Governmental Approvals. No Governmental Approval is required to be made or obtained by Contributor inconnection with Contributor�s execution, delivery and performance of this Agreement and the Ancillary Agreements to be delivered byContributor at Closing or Contributor�s consummation of the Transactions, except (a) as may be necessary as a result of any facts orcircumstances relating solely to Buyer or its Affiliates, (b) as would not reasonably be expected to result in a material adverse effect onContributor�s ability to consummate the Transactions, (c) for such filings as may be required under the HSR Act, and (d) as disclosedon Schedule 3.4.

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3.5 Title to Interests. Contributor owns, holds of record and is the beneficial owner of all of the Contributed Interests freeand clear of all Liens and restrictions on transfer other than those arising pursuant to (w) this Agreement, (x) the OrganizationalDocuments of the Company, (y) applicable securities Laws, or (z) as set forth on Schedule 3.5. Except as set forth in the OrganizationalDocuments of the Company, Contributor has no outstanding options or other rights to acquire from the Company, and no obligation tosell, any shares of capital stock or other equity interest or voting securities of the Company or any securities convertible into orexchangeable for such shares of capital stock or other equity interest or voting securities, other than the rights of Buyer to acquire theContributed Interests pursuant to this Agreement.

3.6 Legal Proceedings. There is no Proceeding (filed by any Person other than Buyer or any of its Affiliates) pending or,to Contributor�s Knowledge, threatened against Contributor before or by any Governmental Authority, which seeks an Orderrestraining, enjoining or otherwise prohibiting or making illegal or preventing or delaying any of the Transactions.

3.7 Contributor Benefit Plans. There does not now exist, nor do any circumstances exist that could result in, any liabilityto Buyer, the Company or their respective Affiliates for liabilities relating to any Benefit Plan sponsored, maintained, contributed to orrequired to be contributed to by Contributor or any ERISA Affiliate of Contributor, including any �benefit plan liability� of Contributoror any ERISA Affiliate of Contributor, that would be a liability following the Closing. As used in the preceding sentence, the term�benefit plan liability� means any and all liabilities (a) under Title IV of ERISA, (b) under Sections 206(g), 302 or 303 of ERISA,(c) under Sections 412, 430, 431, 436 or 4971 of the Code, and (d) as a result of the failure to comply with the continuation of coveragerequirements of Section 601 et seq. of ERISA and Section 4980B of the Code.



3.8 Brokers. Except for the Engagement Letters, Contributor and the Contributor Members have no liability or obligationto pay fees or commissions to any broker, finder or agent with respect to the Transactions for which Buyer, the General Partner, thePartnership or the Company could become liable or obligated.

3.9 Accredited Investor; Investment Intent. Contributor is an accredited investor as defined in Regulation D under the1933 Act. Contributor is acquiring the Equity Consideration and the Buyer Class C Common Stock for its own account for investmentand not with a view to, or for sale or other disposition in connection with, any distribution of all or any part thereof, nor with any presentintention of distributing or selling any of the Equity Consideration or the Buyer Class C Common Stock, in any event except incompliance with applicable federal and state securities Laws.

3.10 Tax Matters. Contributor was not formed with, and will not be used for, a principal purpose of permitting thePartnership to satisfy the 100 partner limitation contained in Section 1.7704-1(h)(1)(ii) of the Treasury Regulations promulgated underthe Code.

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ARTICLE IVREPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY

Subject to the disclosures made by the Company in the Schedules, the Company hereby represents and warrants to Buyer as ofthe date hereof and as of the Closing Date as follows:

4.1 Organization. The Company is a limited liability company duly formed, validly existing and in good standing underthe Laws of the State of Delaware, and has all requisite limited liability company power and authority to conduct its business as it isnow being conducted. The Company is duly qualified or licensed to do business in Oklahoma.

4.2 Authorization. The Company has all requisite limited liability company power and authority to execute and deliverthis Agreement and the Ancillary Agreements to be delivered by the Company at Closing, to perform its obligations hereunder andthereunder and to consummate the Transactions. The execution and delivery of this Agreement and the Ancillary Agreements to bedelivered by the Company at Closing, and the performance by the Company of its obligations hereunder and thereunder, have been dulyand validly authorized by all necessary action on the part of the Company. This Agreement has been, and the Ancillary Agreements tobe delivered by the Company at Closing will at Closing be, duly and validly executed and delivered by the Company and, assuming thisAgreement constitutes (or, in the case of the Ancillary Agreements to be delivered by the Company at Closing will, at Closingconstitute) the valid and binding obligation of all the other parties, constitutes (or, in the case of the Ancillary Agreements to bedelivered by the Company at Closing will, at Closing constitute) the legal, valid and binding obligation of the Company enforceableagainst the Company in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization,fraudulent conveyance, arrangement, moratorium or other similar Laws relating to or affecting the rights of creditors generally, or bygeneral equitable principles. Contributor, acting in its capacity as owner of all the Interests in the Company, and the Board of Managersof Contributor have approved the Transactions in all respects in accordance with the requirements of the limited liability companyagreement of Contributor and the Company LLC Agreement.

4.3 No Conflicts; Consents and Approvals. Except (i) as disclosed on Schedule 4.3, (ii) for such filings as may berequired under the HSR Act and (iii) as may result from any facts or circumstances relating solely to Buyer or its Affiliates andassuming all Governmental Approvals required to be disclosed on Schedule 4.5 have been made or obtained, the execution and deliveryby Contributor and the Company of this Agreement do not, and the performance by Contributor and the Company of their respectiveobligations under this Agreement does not:

(a) violate or result in a breach of any of the Organizational Documents of the Company;

(b) result in any breach of, or constitute a default under (or constitute an event which with the giving of notice or lapse oftime, or both, would become a default), or give to any third party (other than a Governmental Authority) any right of termination,consent, acceleration or cancellation of, or result in the creation of any material Lien (other than a Permitted Lien) pursuant to, anyContract to which the Company is a party or by which its Assets are bound, except as would not reasonably be expected to result in amaterial Liability to the Company; or



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(c) violate or result in a breach of any Law applicable to the Company except for such violations or breaches that wouldnot reasonably be expected to result in a material Liability to the Company.

4.4 No Defaults. The Company is not in default or violation (and no event has occurred which, with notice or the lapse oftime or both, would constitute a default or violation) of any term, condition or provision of the Organizational Documents of theCompany.

4.5 Governmental Approvals. No Governmental Approval is required to be made or obtained by or for the Company inconnection with Contributor�s and the Company�s execution, delivery and performance of this Agreement or any Ancillary Agreementor Contributor�s and the Company�s consummation of the Transactions, except (a) as may be necessary as a result of any facts orcircumstances relating solely to Buyer or its Affiliates, (b) as would not reasonably be expected to result in a material Liability to theCompany, (c) for such filings as may be required under the HSR Act, (d) compliance with any applicable requirements of any applicablesecurities Laws, whether federal, state or foreign and (e) as disclosed on Schedule 4.5.

4.6 Capitalization; Rights to Acquire Equity. Schedule 4.6 sets forth all of the issued and outstanding Interests of theCompany. The Contributed Interests have been validly issued, are fully paid (to the extent required under the Company LLCAgreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the DelawareLimited Liability Company Act). The Contributed Interests constitute all of the issued and outstanding Interests in the Company.Except as set forth in the Organizational Documents of the Company, there are no outstanding (a) securities of the Company convertibleinto or exchangeable for Interests or voting securities of the Company, (b) options, warrants or other rights (including preemptive rights)or agreements, arrangement or commitments of any character, whether or not contingent, relating to issued or unissued Interests in theCompany, (c) options or other rights of the Company to acquire from Contributor, and no obligation of the Company to issue, anyInterests or voting securities of the Company or any securities convertible into or exchangeable for such Interests or voting securities,other than the rights of Buyer to acquire the Contributed Interests pursuant to this Agreement, (d) equity equivalents or other similarrights of or with respect to the Company, or (e) obligations of the Company to repurchase, redeem, or otherwise acquire any of theforegoing securities, options, equity equivalents, Interests or rights. The Company has no direct or indirect equity interests,participation or voting right or other investment (whether debt, equity or otherwise) in any Person (including any Contract in the natureof a voting trust or similar agreement or understanding) or any other equity equivalents in or issued by any other Person.

4.7 Insurance. Schedule 4.7 sets forth (i) a complete and accurate list of all of the policies of insurance carried as of theExecution Date by or for the benefit of the Company and copies of all such policies have been previously made available by theCompany to Buyer, which copies are true and complete in all material respects, and (ii) all claims of $100,000 or more made under suchpolicies in the two years prior to the Execution Date. No claim relating to the Company or the Company�s Assets is outstanding underany of such policies and no carrier of any such policy has asserted any denial of coverage. Each policy listed on Schedule 4.7 is validand binding and in full force and effect, and all premiums under such policies that are due and

32

payable on or prior to the Execution Date have been paid in full and any such payments coming due and payable on or prior to theClosing Date shall be paid in full.

4.8 Legal Proceedings. Except as disclosed on Schedule 4.8, (a) there are no Proceedings (filed by any Person other thanBuyer or its Affiliates) pending or, to the Company�s Knowledge, threatened against the Company by or before any GovernmentalAuthority, which seeks an Order restraining, enjoining or otherwise prohibiting or making illegal any of the Transactions; and (b) thereare no, and for the past three years there have not been, any Proceedings pending, or, to the Company�s Knowledge, threatened againstthe Company by or before any Governmental Authority that would reasonably be expected to result in a liability to the Company in anamount in excess of $500,000.

4.9 Compliance with Laws and Orders. Except as set forth on Schedule 4.9, (a) the Company is, and since the time of itsformation has been, in compliance in all material respects with all Laws and Orders applicable to it, its business and Assets and itsoperation of its Assets and (b) the Company has not received written notification from any Person alleging, or any applicable



Governmental Authority stating, that it is or at any time since the time of its formation has been in violation of or in default in anymaterial respect under any such applicable Law or Order.

4.10 Anti-Corruption and Sanctions.

(a) Since the Company�s formation, neither the Company nor any of its directors, officers, employees or agents (each, a�Company Representative�) has violated any Anti-Corruption Law, nor has the Company or any Company Representative offered,paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anythingof value, to any (i) officer or employee of a Governmental Authority, (ii) officer or employee of a government-owned or controlledentity, including officers, employees of state-owned or controlled oil and gas transportation companies, (iii) officer or employee of apublic international organization or (iv) political party or party official or candidate for public office (each, a �Public Official�) or toany Person under circumstances where such Company Representative knew or ought reasonably to have known (after due and properinquiry) that all or a portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to a Person(x) for the purpose of: (A) influencing any act or decision of a Public Official in their official capacity; (B) inducing a Public Official todo or omit to do any act in violation of their lawful duties; (C) securing any improper advantage; (D) inducing a Public Official toinfluence or affect any act or decision of any Governmental Authority; or (E) assisting such Company Representative in obtaining orretaining business for or with, or directing business to, any Company Representative; or (y) in a manner which would constitute or havethe purpose or effect of public or commercial bribery, acceptance of, or acquiescence in extortion, kickbacks, or other unlawful orimproper means of obtaining business or any improper advantage.

(b) Since the Company�s formation, neither the Company nor any Company Representative has conducted or initiatedany internal investigation or made a voluntary, directed, or involuntary disclosure to any Governmental Authority or similar agency withrespect to any alleged act or omission arising under or relating to any noncompliance with any Anti-

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Corruption Law. Since the Company�s formation, no Company Representative has received any notice, request, or citation for anyactual or potential noncompliance with any of the foregoing in this Section 4.10(b). No officer, director, or employee of the Companyor any Subsidiary is a Public Official. No Public Official or Governmental Authority presently owns an interest, whether direct orindirect, in the Company or has any legal or beneficial interest in the Company or to payments made to the Company by Buyerhereunder. The Company has maintained complete and accurate books and records of payments to any agents, consultants,representatives, third parties and Public Officials in accordance with GAAP. No Company Representative is currently a SanctionedPerson or Sanctioned Entity or is located, organized or resident in a country or territory that is subject to, or the target of, Sanctions. Atno time since the Company�s formation has the Company or any Company Representative engaged directly or, to the Company�sKnowledge, indirectly in any dealings or transactions with any Sanctioned Person or Sanctioned Entity, or in any country or territorythat is subject to, or the target of, Sanctions, nor is the Company or any Company Representative currently engaged in any suchactivities.

4.11 Financial Statements. Prior to the Execution Date, Buyer has been provided with copies of, or access to, thefollowing financial statements (the �Financial Statements�):

(a) audited balance sheet of the Company as of December 31, 2016 (the �Balance Sheet Date�) and December 31, 2015and the related statements of operations, members� equity and cash flows for the twelve month periods then ended; and

(b) unaudited balance sheet of the Company as of March 31, 2017 and the related statements of operations, members�equity and cash flows for the three-month period then ended (the �Interim Financials�).

(c) Except as set forth on Schedule 4.11, the Financial Statements (i) were prepared in accordance with GAAP and(ii) fairly and accurately present, in all material respects, the financial condition and results of operations of the Company as of therespective dates and for the periods covered thereby, except with respect to the Interim Financials for the absence of footnotes andcertain immaterial year-end adjustments thereto.

4.12 Absence of Certain Changes or Events.



(a) Since December 31, 2016, there has not been any event, change, effect or development that, individually or in theaggregate, had or would be reasonably likely to have a Material Adverse Effect.

(b) From December 31, 2016 through the date of this Agreement, the Company has conducted its business in the ordinarycourse of business consistent with past practices and not taken any action that would require consent of Buyer under Section 6.4 if takenafter the Execution Date.

4.13 No Undisclosed Liabilities; Indebtedness.

(a) Except for (i) liabilities adequately provided for in the balance sheet of the Company dated March 31, 2017 (includingthe notes thereto), (ii) Current Liabilities reflected in Net Working Capital or relating to Taxes, (iii) liabilities incurred in the ordinarycourse of

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business since the Balance Sheet Date, (iv) liabilities for fees and expenses incurred in connection with a potential sale of the Company,including the Transaction, which fees and expenses shall be paid by the Company at Closing or otherwise accounted for in Net WorkingCapital, or (v) liabilities disclosed on Schedule 4.13(a), the Company has no Liabilities that would be required to be reflected on theface of a balance sheet prepared in accordance with GAAP which are not reflected or reserved against in the Financial Statements.

(b) As of the Execution Date, the Company has no Indebtedness, except as set forth in the Financial Statements.

4.14 Taxes. Except as disclosed on Schedule 4.14:

(a) All material Tax Returns required to be filed by the Company and its Subsidiaries have been duly and timely filed(taking into account extension of time for filing) with the appropriate Taxing Authority, and all such Tax Returns were true, correct andcomplete in all respects. All material Taxes owed by the Company and its Subsidiaries (or for which the Company and its Subsidiariesmay be liable) that are or have become due have been timely paid in full (regardless of whether shown on any Tax Return). All materialwithholding Tax requirements imposed on the Company or any of its Subsidiaries have been satisfied in full. There are no Liens (otherthan Permitted Liens) on any of the Assets of the Company and its Subsidiaries that arose in connection with any failure (or allegedfailure) to pay any material Tax.

(b) There is no Tax Proceeding now pending against the Company or any of its Subsidiaries in respect of any material Taxor material Tax Return, nor has any written adjustment with respect to a material Tax Return or written claim for material additional Taxbeen received by the Company or any of its Subsidiaries that is still pending.

(c) There is not in force any waiver or agreement for any extension of time for the assessment, collection or payment ofany material Tax by the Company or any of its Subsidiaries.

(d) There is no outstanding claim, assessment or deficiency against the Company or any of its Subsidiaries for anymaterial Taxes that has been asserted in writing by any Taxing Authority.

(e) No written claim has been made by any Taxing Authority to the Company or any of its Subsidiaries in a jurisdictionwhere the Company and any of its Subsidiaries (respectively) does not currently file a Tax Return that it is or may be subject to anymaterial Tax in such jurisdiction, nor has any such assertion (i) been proposed in writing and received by the Company or any of itsSubsidiaries, or (ii) to the Knowledge of the Company or Contributor, been threatened.

(f) Neither the Company nor any of its Subsidiaries (i) is a party to any material agreement or arrangement relating to theapportionment, sharing, assignment or allocation of Taxes, or (ii) has been a member of an affiliated group filing a consolidated incomeTax Return or has any liability for the Taxes of any Person (other than the Company and its Subsidiaries) under Treasury RegulationsSection 1.1502-6 (or any comparable provision of foreign, state or local Tax Law), including any predecessor of the Company or any ofits Subsidiaries, or as a



35

transferee or successor, by contract or otherwise (in the case of either clause (i) or (ii), other than any customary Tax sharing orindemnification provisions contained in any agreement entered into in the ordinary course of business and not primarily relating to Tax).

(g) Neither the Company nor any of its Subsidiaries has (i) participated, or is currently participating, in any listedtransactions or any other reportable transactions within the meaning of Treasury Regulations Section 1.6011-4, or (ii) engaged or iscurrently engaging in any transaction that gives rise to a registration obligation under Section 6111 of the Code or a list maintenanceobligation under Section 6112 of the Code.

(h) None of the Company�s Assets are subject to any Tax partnership agreement or provisions requiring a partnershipincome Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code or any similar state statute other than those ofContributor.

(i) No property owned by the Company or any of its Subsidiaries is (i) property required to be treated as being owned byanother Person pursuant to the provisions of Section 168(f)(8) of the Internal Revenue Code of 1954, as amended and in effectimmediately prior to the enactment of the Tax Reform Act of 1986, (ii) �tax-exempt use property� within the meaning ofSection 168(h)(1) of the Code, (iii) �tax-exempt bond financed property� within the meaning of Section 168(g) of the Code,(iv) �limited use property� within the meaning of Rev. Proc. 76-30 or (v) subject to Section 168(g)(1)(A) of the Code.

(j) Each of the Company and its Subsidiaries presently is, and has been since the date of its formation, properly classifiedas either a partnership or as an entity disregarded as separate from its owner for U.S. federal income tax purposes, and each Subsidiaryclassified as a partnership for U.S. federal income Tax purposes has in effect an election under Section 754 of the Code. Neither theCompany nor any of its Subsidiaries has made any filing with any Taxing Authority, including Form 8832 with the IRS, to be treated asan association taxable as a corporation for income Tax purposes.

4.15 Material Contracts.

(a) Excluding Contracts for which neither the Company nor any of its Assets will be bound or have liability after Closing,Schedule 4.15(a) sets forth a list of the following Contracts to which the Company is a party or by which any of its Assets are bound asof the Execution Date (the Contracts listed on Schedule 4.15(a) and any other Contracts that meet the descriptions in thisSection 4.15(a) being collectively, the �Material Contracts�):

(i) any Contract for the future purchase, exchange, sale, gathering, compression, collection, storage, processing,treating, dehydration or transportation of Hydrocarbons or the provision of services related thereto that results in gross revenues or grossexpenditures in excess of $500,000;

(ii) other than Contracts of the nature addressed by Section 4.15(a)(i), any Contract (A) for the future sale of anyAsset, (B) that grants a right or option to purchase, lease or otherwise acquire in the future any Asset, or (C) for the supply of goods orservices by the Company, other than in each case any Contract with a purchase or similar price or remaining value of less than$500,000;

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(iii) other than Contracts of the nature addressed by Section 4.15(a)(i), any Contract for the receipt of any Assetsor services requiring future payments in excess of $500,000;

(iv) any Contract that constitutes a pipeline interconnect or facility operating agreement;

(v) any Contract for lease of equipment involving aggregate payments in excess of $500,000 in any calendaryear that are not terminable without penalty within 60 days;

(vi) any Contract for expenditures or other approved capital commitments in excess of $500,000;



(vii) any Contract for lease of personal or real property, other than with respect to Company Real Property,involving aggregate payments in excess of $500,000 in any calendar year that are not terminable without penalty within 60 days;

(viii) any outstanding agreement of guaranty by the Company in favor of any Person in an amount in excess of$500,000;

(ix) any Contract with Contributor or any Affiliate of Contributor;

(x) any outstanding futures, swap, collar, put, call, floor, cap, option or other Contracts that are intended tobenefit from or reduce or eliminate the risk of fluctuations in the price of commodities;

(xi) Organizational Documents of the Company;

(xii) any Contract relating to the acquisition by the Company of all or substantially all the assets of any operatingbusiness or a majority of the capital stock or other controlling interest of any other Person;

(xiii) any partnership, joint venture or substantially similar Contracts;

(xiv) any Contract with a supplier, vendor or service provider granting such supplier, vendor or service providerexclusive rights to provide such product or service;

(xv) any Contract that contains �take or pay� provisions;

(xvi) any Contract that contains a �most favored nation� provision or a material limitation on price increases;

(xvii) any Contract pursuant to which the Company is responsible for any imbalances (gathering, processing,transportation or otherwise) that are associated with the Assets;

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(xviii) any Contract that contains any covenant of the Company that materially limits or purports to limit the abilityof the Company to compete in any line of business or with any Person in any geographic area;

(xix) any Contract which relates to Indebtedness under which the Company has outstanding obligations in excessof $500,000 or under which it has imposed a security interest on any of its Assets;

(xx) any employment agreement or any change in control agreement, retention agreement, severance, terminationor separation agreement or similar Contract;

(xxi) any independent contractor agreement requiring future payments in excess of $500,000 with any Personregularly performing services directly related to the Company�s business, including the Operator Agreement;

(xxii) excluding the Engagement Letters, any other financial advisory or similar Contract with investment orcommercial banks;

(xxiii) any Contract with any Governmental Authority; and

(xxiv) any Contract entered into or assumed by the Company for which the primary purpose is to provide for theindemnification of any Person.

(b) Contributor has made available to Buyer true, correct and complete copies of all Material Contracts.



(c) Except as set forth on Schedule 4.15(c), each of the Material Contracts is in full force and effect in all materialrespects and constitutes a legal, valid and binding obligation of the Company and, to the Company�s Knowledge, the other partythereto, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, arrangement, moratorium and other similarLaws relating to or affecting the rights of creditors generally, and general equitable principles.

(d) Except as set forth on Schedule 4.15(d):

(i) the Company has not received written notification that any Material Contract is not in full force and effect, orthat the Company or any other party thereto has breached its obligations thereunder;

(ii) neither the Company nor, to the Company�s Knowledge, any other party to any Material Contract, is inmaterial breach or material default under any Material Contract; and

(iii) the Company has not received written notification of any event, nor, to the Company�s Knowledge, has anyevent occurred, that (with or without notice or lapse of time) would reasonably be expected to result in a material breach of, or amaterial default under, the terms of any Material Contract or materially adversely affect the value of any Material Contract.

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4.16 Company Real Property; Company Assets.

(a) Schedule 4.16(a) sets forth a complete and accurate list of the Company Real Property other than the Easementsdescribed on Schedule 4.16(d). Contributor has made available to Buyer true, correct and complete copies of the Real Property Leases,the Easements, and any title insurance policies, title opinions, title abstracts, deeds covering the owned Company Real Property andsurveys in possession of the Company, Contributor or any of its Affiliates relating to the Company Real Property.

(b) Except as set forth on Schedule 4.16(b), there exists no material default by the Company, or, to the Company�sKnowledge, any other party under any Real Property Lease (and, to the Company�s Knowledge, the Closing will not cause, and noevent has occurred which, with notice or lapse of time or both, would constitute, a default or permit the revocation, termination ormaterial and adverse modification of, or acceleration of payments due under, any Real Property Lease).

(c) The Company has, (i) good and valid title to all owned Company Real Property, (ii) a good and valid leaseholdinterest to all leased, subleased or licensed Company Real Property and (iii) good and valid title to all other Assets of the Company thatare not Company Real Property, in each case, free and clear of all Liens, except for Permitted Liens.

(d) Schedule 4.16(d) contains a true and correct list of each right-of-way, easement, servitude, license, surface useagreement and any other similar non-possessory interests in which the Company owns or has an interest as of the Execution Date(collectively, the �Easements�). Each of the Easements is in full force and effect in all material respects, and is the legal, valid andbinding obligation of the Company and, to the Company�s Knowledge, is the legal, valid and binding obligation of each of thecounterparties thereto subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, arrangement, moratoriumand other similar Laws relating to or affecting the rights of creditors generally, and general equitable principles. Except as set forth onSchedule 4.16(d), there exists no material default by the Company, or to the Company�s Knowledge, any other party under anyEasement (and, to the Company�s Knowledge, the Closing will not cause, and no event has occurred which, with notice or lapse of timeor both, would constitute, a default or, to the Company�s Knowledge, would otherwise permit the revocation, limitation, termination ormaterial and adverse modification of, or acceleration of payments due under, the Easements) by the Company or, to the Company�sKnowledge, any other party under any Easement. None of the Easements has a term that will expire within two years of the ExecutionDate. The Company�s Assets which constitute tangible or personal property or fixtures are situated entirely within the Company RealProperty, with no gaps or breaks in continuity, and none of such Assets are located on any property that is not Company Real Property.

(e) All of the tangible Assets of the Company are in all material respects in good operating condition and repair, subjectto ordinary wear and tear.

(f) There are no Proceedings pending or, to the Company�s Knowledge, threatened against the Company, before or byany Governmental Authority, which seeks to condemn or take by power of eminent domain all or any part of the Assets.



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4.17 Permits. Schedule 4.17 contains a true and complete list of all material Permits held by the Company, and Contributorhas made available to Buyer true and complete copies of all such Permits. The Permits listed on Schedule 4.17 include all materialPermits, including any material Permits required under Environmental Laws, that are required for the ownership and operation of theCompany�s business in the manner in which it has typically been and is currently owned and operated. All such Permits are in fullforce and effect. The Company is in compliance in all material respects with each such Permit, and there is no Proceeding pending or, tothe Company�s Knowledge, threatened that seeks the revocation, cancellation or adverse modification of any such material Permit.

4.18 Environmental Matters. Except as disclosed on Schedule 4.18:

(a) the Company is and since the time of its formation has been in compliance in all material respects with all applicableEnvironmental Laws;

(b) no Environmental Claim is pending or, to the Company�s Knowledge, threatened against the Company alleging amaterial violation of or material Liability under any applicable Environmental Laws;

(c) to the Company�s Knowledge, there has been no Release of any Hazardous Material at, on, from or under anyCompany Real Property or any other property formerly owned, leased, operated or otherwise used by the Company in violation ofapplicable Environmental Laws or in a manner that has given or reasonably would be expected to give rise to liability to the Companyunder applicable Environmental Laws;

(d) the Company has made available all material environmental reports, reports relating to any material environmentalinvestigation or cleanup, in Contributor�s or its possession or control relating to the Company Real Property or the ownership oroperation of the Company�s business in the manner in which it has been and is currently owned and operated; and

(e) without limiting the foregoing, to the Company�s Knowledge, there are no other facts or circumstances that couldreasonably be expected to result in a material Liability to the Company under any Environmental Law.

4.19 Employees and Labor Matters.

(a) The Company is not and has never been the employer of any individual. There are no individuals regularlyperforming services directly related to the Company�s business other than the Operator Employees. Schedule 4.19(a) sets forth a list, asof the Execution Date, of all Available Employees and for each such person lists: (i) current annualized base salary or base hourly wage,as applicable, (ii) date of last salary/wage increase, (iii) bonus compensation and other compensation paid in 2016 and target payable for2017, (iv) accrued, unused paid time off, (v) service commencement date recognized by Operator for purposes of vesting and eligibilityto participate in Benefit Plans, (vi) job title, (vii) principal work location, and (viii) whether the Available Employee is currently or isexpected as of the anticipated Closing Date to be on leave of absence from active service and, as applicable, the expected date of returnto active service. Except for the Operator Agreement, the Company is not a party to any staffing services

40

agreements or agreements that are consultant or independent contractor agreements directly with individuals.

(b) No Operator Employees are represented by a labor union or other collective bargaining representative with respect totheir services performed for the Company. There has not been, nor, to the Company�s Knowledge has there been any threat of, anystrike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor activity or dispute affecting theCompany or any effort by any labor union to organize any current or former Operator Employees with respect to their servicesperformed for the Company.

(c) The Company is, and since the time of its formation has been, in compliance in all material respects with allapplicable Laws pertaining to employment and labor, including any provisions relating to (i) wages, hours, bonuses, overtime pay,



commissions, termination pay, vacation pay, sick pay, any other form of compensation, and classification of employees or contractorsfor purposes of compensation or otherwise, (ii) unlawful, wrongful, retaliatory, harassing, or discriminatory employment or laborpractices, (iii) occupational health and safety standards and (iv) immigration and U.S. work authorization, workers� compensation,disability, unemployment compensation, employee privacy rights, whistleblower Laws, and all other employment Laws. Except as setforth in Schedule 4.19(c), there are no Claims or other Proceedings against the Company pending, or to the Company�s Knowledge,threatened against the Company, by or before any Governmental Authority in connection with or relating to the employment of anyindividual.

4.20 Employee Benefits. The Company does not sponsor, maintain or contribute to, or have any liability or potentialliability with respect to, any Benefit Plan, other than pursuant to reimbursement obligations under the Operator Agreement that, to theextent outstanding as of the Closing, will be reflected as Current Liabilities in the calculation of Net Working Capital of the Company.

4.21 Regulatory Status. Except as disclosed on Schedule 4.21, (a) the Company is not and has not been subject to, or isotherwise exempt from, the jurisdiction of (i) the Federal Energy Regulatory Commission (�FERC�) pursuant to the Natural Gas Act of1938, as amended, and the regulations promulgated thereunder, the Natural Gas Policy Act of 1978, as amended, and the regulationspromulgated thereunder, the Interstate Commerce Act, as amended, and the regulations promulgated thereunder, or the Public UtilityHolding Company Act of 2005, as amended, and the regulations promulgated thereunder, or (ii) any state or local regulatory entityrespecting rates, access to facilities, or financial or organizational regulation, and (b) no authorization, approval, certification, notice orfiling is required by or with FERC or any state public utility commission or department for the execution and delivery of this Agreementor the Ancillary Agreements, the consummation of the Transaction, or the performance of obligations under this Agreement or theAncillary Agreements.

4.22 Capital Commitments. Except as set forth on Schedule 4.22, as of the Execution Date, there are no approvedauthorizations for expenditures or other approved capital commitments that are binding upon the Company and that would reasonablybe expected to require expenditures by the Company from and after the Execution Date in excess of $500,000.

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4.23 Related Party Transactions. Except for the Operator Agreement or as otherwise set forth on Schedule 4.23, none ofContributor, any of Contributor�s Affiliates, nor any stockholder, officer, member or manager of Contributor or any of its Affiliates(a) is presently a party to any Material Contract with the Company, (b) owns any interest in any of the Company�s Assets or(c) provides any services to or facilities for use by the Company. Except as set forth on Schedule 4.23, (i) the Company does notprovide any services to or facilities for use by Contributor or any of Contributor�s Affiliates and (ii) the Company is not a creditor ofany of its directors, officers, managers or equityholders.

4.24 Brokers. Except for the Engagement Letters, the Company has no liability or obligation to pay fees or commissionsto any broker, finder or agent with respect to the Transactions for which Buyer, the General Partner, the Partnership or the Companycould become liable or obligated.

4.25 Credit Support Instruments. Schedule 4.25 contains a true and correct list of all bonds, guaranties, letters of credit,cash collateral and other similar credit support instruments maintained by the Company with any Governmental Authority or other thirdparty with respect to the Assets.

4.26 Parachute Payments. Neither the execution of this Agreement nor the consummation of the Transactions will, aloneor together with any other event, result in any payment or benefit to any Available Employee being subject to the Tax underSection 4999 of the Code.

4.27 Information Supplied. The information supplied or to be supplied by the Company for inclusion in the ProxyStatement will not, at the time the Proxy Statement is first mailed to the stockholders of Buyer and at the time of any meeting ofBuyer�s stockholders to be held in connection with the Transactions, contain any untrue statement of a material fact or omit to state any



material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under whichthey are made, not misleading, except that no warranty or representation is made by the Company with respect to statements made orincorporated by reference therein based on information supplied by Buyer for inclusion therein.

ARTICLE VREPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to Contributor as of the date hereof and as of the Closing Date as follows:


5.2 Authority. Subject to the requisite approval of the Stockholder Proposals as to Buyer, Buyer, the General Partner, andthe Partnership have all requisite corporate or limited

42

partnership power and authority, as applicable, to execute and deliver this Agreement and the Ancillary Agreements to be delivered byBuyer, the General Partner or the Partnership, as applicable, at Closing, to perform their obligations hereunder and thereunder, and toconsummate the Transactions. The execution and delivery by Buyer of this Agreement and by Buyer and the Partnership of AncillaryAgreements to be delivered by Buyer, the General Partner or the Partnership, as applicable, at Closing, and, subject to the requisiteapproval of the Stockholder Proposals as to Buyer, the performance by them of their respective obligations hereunder and thereunder,have been duly and validly authorized by all necessary corporate or limited partnership action, as applicable. This Agreement has been,and the Ancillary Agreements to be delivered by Buyer, the General Partner or the Partnership at Closing will at Closing be, duly andvalidly executed and delivered by Buyer, the General Partner and the Partnership and constitutes (or, in the case of the AncillaryAgreements to be delivered by Buyer, the General Partner or the Partnership, as applicable, at Closing will, at Closing, constitute) thelegal, valid and binding obligation of Buyer, the General Partner and the Partnership enforceable against Buyer, the General Partner andthe Partnership in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, fraudulentconveyance, arrangement, moratorium or other similar Laws relating to or affecting the rights of creditors generally, or by generalequitable principles.

5.3 No Conflicts. Except (i) for such filings as may be required under the HSR Act and (ii) as may result from any factsor circumstances relating solely to Contributor or any of its equityholders and assuming all Governmental Approvals disclosed onSchedule 5.4 have been made or obtained, the execution and delivery by Buyer or the Partnership of this Agreement or the AncillaryAgreements to be delivered by Buyer, the General Partner or the Partnership, as applicable, do not, and the performance by Buyer, theGeneral Partner or the Partnership, as the case may be, of its obligations under this Agreement or the Ancillary Agreements does not:


(b) result in any breach of, or constitute a default under (or constitute an event which with the giving of notice or lapse oftime, or both, would become a default), or give to any third party (other than a Governmental Authority) any right of termination,consent, acceleration or cancellation of, or result in the creation of any Lien on any of the Assets of Buyer or the Partnership pursuantto, any Contract to which Buyer or the Partnership, as the case may be, is a party or by which such Assets are bound, except as wouldnot reasonably be expected to materially impede Buyer�s or the Partnership�s ability to consummate the Transactions or result in amaterial Liability to Buyer or the Partnership; or



(c) violate or result in a breach of any Law applicable to Buyer or the Partnership, except as would not reasonably beexpected to result in a material adverse effect on Buyer�s or the Partnership�s ability to consummate the Transactions or result in amaterial Liability to Buyer or the Partnership.

5.4 Governmental Approvals. No Governmental Approval is required to be made or obtained by Buyer, the GeneralPartner, the Partnership or any of their Affiliates in connection with the execution, delivery and performance of this Agreement or theconsummation of the

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Transactions, except (a) as may be necessary as a result of any facts or circumstances relating solely to Contributor or any of itsAffiliates, (b) as would not reasonably be expected to result in a material adverse effect on Buyer�s ability to consummate theTransactions, (c) for such filings as may be required under the HSR Act, (d) compliance with any applicable requirements of anyapplicable securities Laws, whether federal, state or foreign and (e) as disclosed on Schedule 5.4.

5.5 Capital Structure. As of the Execution Date, the authorized capital stock of Buyer consists of (a) 400,000,000 sharesof Buyer Class A Common Stock, (b) 50,000,000 shares of Buyer Class B Common Stock and (c) 1,000,000 shares of preferred stock,par value $0.001 per share (the �Buyer Preferred Stock�). At the close of business on August 11, 2017: (i) 103,500,000 shares ofBuyer Class A Common Stock were issued and outstanding, (ii) 25,875,000 shares of Buyer Class B Common Stock were issued andoutstanding, (iii) no shares of Buyer Preferred Stock were issued and outstanding, and (iv) 49,633,333 warrants, each entitling theholder thereof to purchase one share of Buyer Class A Common Stock at an exercise price of $11.50 per share of Buyer Class ACommon Stock (the �Buyer Warrants�) were issued and outstanding. All outstanding shares of Buyer Class A Common Stock andBuyer Class B Common Stock are validly issued, fully paid and non-assessable and are not subject to preemptive rights. Except for theBuyer Class B Common Stock and the Buyer Warrants, as set forth in the Organization Documents of Buyer, there are no outstanding(a) securities of Buyer convertible into or exchangeable for shares of capital stock or other equity interest or voting securities of Buyer,(b) options, warrants or other rights (including preemptive rights) or agreements, arrangement or commitments of any character,whether or not contingent, of Buyer to acquire from any Person, and no obligation of Buyer to issue, any shares of capital stock or otherequity interest or voting securities of Buyer or any securities convertible into or exchangeable for such shares of capital stock or otherequity interest or voting securities, other than pursuant to the Forward Purchase Agreements and the rights of Contributor, the Alta MesaContributor, affiliates of the Alta Mesa Contributor and the Riverstone Contributor to acquire shares of the Buyer Class C CommonStock, Buyer Series A Preferred Stock and Buyer Series B Preferred Stock pursuant to this Agreement, the Alta Mesa ContributionAgreement and the Riverstone Contribution Agreement, as applicable, (c) equity equivalents or other similar rights of or with respect toBuyer, or (d) obligations of Buyer to repurchase, redeem, or otherwise acquire any of the foregoing securities, shares of capital stock,options, equity equivalents, interests or rights. Buyer has no direct or indirect equity interests, participation or voting right or otherinvestment (whether debt, equity or otherwise) in any Person (including any Contract in the nature of a voting trust or similar agreementor understanding) or any other equity equivalents in or issued by any other Person other than the General Partner and the Partnership oras may be acquired pursuant to this Agreement, the Alta Mesa Contribution Agreement or the Riverstone Contribution Agreement. TheClass C Common Stock to be issued to Contributor hereunder upon Closing, or as Earn-Out Consideration, when delivered, shall beduly authorized and validly issued, fully paid and non-assessable, and issued in compliance with all applicable state and federalsecurities Laws and not subject to, and not issued in violation of, any options, warrants, calls, rights (including preemptive rights),Organizational Documents, commitments or agreements to which Buyer is a party or by which it is bound.

5.6 Capitalization of the General Partner and the Partnership. As of the Execution Date, Buyer owns all of theoutstanding limited liability company interests in the General Partner and all of the outstanding limited partner interests in thePartnership, and the General Partner

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owns a non-economic general partner interest in the Partnership. The limited partner and general partner interests are duly authorizedand validly issued. There are no outstanding (a) securities of the General Partner or the Partnership convertible into or exchangeable forother Interests in the General Partner or the Partnership, as applicable, (b) options, warrants or other rights (including preemptive rights)or agreements, arrangement or commitments of any character, whether or not contingent, relating to issued or unissued capital stock orother Interests in the Partnership, (c) obligations of the Partnership to issue any Interests in the Partnership or any securities convertibleinto or exchangeable for such Interest, other than the rights of Contributor, the Alta Mesa Contributor and the Riverstone Contributor toacquire Common Units pursuant to this Agreement, the Alta Mesa Contribution Agreement and the Riverstone Contribution Agreement,respectively, (d) obligations of the Partnership to repurchase, redeem, or otherwise acquire any of the foregoing securities, options,equity equivalents, Interests or rights. The Common Units to be issued to Contributor hereunder upon Closing, or as Earn-OutConsideration , when delivered, shall be duly authorized and validly issued, fully paid (to the extent required under the A&R LPAgreement) and non-assessable (except as such non-assessability may be affected by Sections 17-303(a), 17-607 and 17-804 of theDelaware Revised Uniform Limited Partnership Act, as amended), and issued in compliance with all applicable state and federalsecurities Laws and not subject to, and not issued in violation of, any options, warrants, calls, rights (including preemptive rights),Organizational Documents, commitments or agreements to which Buyer or the Partnership is a party or by which it is bound.

5.7 No Undisclosed Liabilities. There are no Liabilities of Buyer or any of its Subsidiaries of any kind whatsoever,whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (a) liabilities adequately provided for on thebalance sheet of Buyer dated as of March 31, 2017 (including the notes thereto) contained in Buyer�s Quarterly Report on Form 10-Qfor the quarter ended March 31, 2017; (b) liabilities incurred in the ordinary course of business subsequent to March 31, 2017;(c) liabilities for fees and expenses incurred in connection with the Transactions, the transactions contemplated by the Alta MesaContribution Agreement and the transactions contemplated by the Riverstone Contribution Agreement; and (d) liabilities not required tobe presented on the face of an unaudited interim balance sheet prepared in accordance with GAAP.

5.8 SEC Documents; Controls.

(a) Since March 31, 2017, Buyer has timely filed or furnished with the SEC all forms, reports, schedules and statementsrequired to be filed or furnished under the 1933 Act or the Exchange Act (such forms, reports, schedules and statements, the �SECDocuments�). As of their respective dates, each of the SEC Documents, as amended (including, without limitation, all financialstatements included therein, exhibits and schedules thereto and documents incorporated by reference therein), complied in all materialrespects with the applicable requirements of the 1933 Act, or the Exchange Act, as the case may be, and the rules and regulations of theSEC thereunder applicable to such SEC Documents, and none of the SEC Documents contained, when filed or, if amended prior to thedate of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of amaterial fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of thecircumstances under which they were made, not misleading. To the Knowledge of Buyer, as of the date hereof, (A) none of the SECDocuments are the subject of

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ongoing SEC review or outstanding SEC comment and (B) neither the SEC nor any other Governmental Authority is conducting anyinvestigation or review of any SEC Document. No notice of any SEC review or investigation of Buyer or the SEC Documents has beenreceived by Buyer.

(b) The financial statements of Buyer included in the SEC Documents, including all notes and schedules thereto,complied in all material respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, withthe rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis duringthe periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted byRule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of



GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of Buyer and itsconsolidated Subsidiaries, as of their respective dates and the results of operations and the cash flows of Buyer and its consolidatedSubsidiaries, for the periods presented therein.

(c) Buyer has established and maintains disclosure controls and procedures and internal control over financial reporting(as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15under the Exchange Act and the listing standards of NASDAQ. Buyer�s disclosure controls and procedures are reasonably designed toensure that all material information required to be disclosed by Buyer in the reports that it files under the Exchange Act are recorded,processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such materialinformation is accumulated and communicated to Buyer�s management as appropriate to allow timely decisions.

5.9 Legal Proceedings. There is no Proceeding (filed by any Person other than Contributor or its Affiliates) pending or,to Buyer�s knowledge, threatened, against Buyer or the Partnership before or by any Governmental Authority, which seeks an Orderrestraining, enjoining or otherwise prohibiting or making illegal any of the Transactions. There are no, and since their respective datesof formation there have not been any, Proceedings pending, or, to Buyer�s knowledge, threatened against Buyer or the Partnership by orbefore any Governmental Authority.

5.10 Compliance with Laws and Orders. Each of Buyer and the Partnership is and since its respective date of formationhas been in compliance in all material respects with all Laws and Orders applicable to it except where such non-compliance would notreasonably be expected to result in a material Liability to Buyer or the Partnership.


5.12 Trust Account. As of the Execution Date, Buyer has (and, assuming no holders of Buyer Class A Common Stockexercise the Buyer Stockholder Redemption Right, will have immediately prior to the Closing) at least $995 million in the TrustAccount, with such funds invested in United States Government securities or money market funds meeting certain

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conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 and held in trust by the Trustee pursuant to theTrust Agreement. The Trust Agreement is, to the Knowledge of Buyer, in full force and effect and is a legal, valid and bindingobligation of the Buyer and the Trustee, enforceable in accordance with its terms. The Trust Agreement has not been terminated,repudiated, rescinded, amended, supplemented, or modified, in any respect, and no such termination, repudiation, rescission,amendment, supplement or modification is contemplated. There are no side letters and (except for the Trust Agreement) there are noagreements, contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would(i) cause the description of the Trust Agreement in the SEC Documents to be inaccurate in any material respect or (ii) entitle any Person(other than holders of Buyer Class A Common Stock who shall have exercised their Buyer Stockholder Redemption Right) to anyportion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except(A) to pay income and franchise taxes from any interest income earned in the Trust Account and (B) to redeem shares of Buyer Class ACommon Stock pursuant to the Buyer Stockholder Redemption Right. There are no Proceedings pending or, to the knowledge of Buyer,threatened with respect to the Trust Account.

5.13 Tax Matters. The Partnership is, and has been since its formation, properly treated as an entity disregarded from itsowner for U.S. federal income tax purposes.

5.14 Information Supplied; Proxy Statement. The information supplied or to be supplied by the Buyer for inclusion inthe Proxy Statement will not, at the time the Proxy Statement is first mailed to the stockholders of Buyer and at the time of any meeting



of Buyer�s stockholders to be held in connection with the Transactions, contain any untrue statement of a material fact or omit to stateany material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances underwhich they are made, not misleading. The Proxy Statement (other than with respect to information supplied by Contributor or theCompany for inclusion therein), will comply in all material respects with the applicable requirements of the Exchange Act and therules and regulations of the SEC thereunder applicable to the Proxy Statement.

5.15 Absence of Certain Changes or Events. Since March 31, 2017, there has not been any Buyer Material AdverseEffect. Neither Buyer nor the Partnership has conducted any business other than its formation, the public offering of its securities (andthe related private offerings), the making of public reports under the Exchange Act and the search for, and preparation for the executionof, a business combination.

5.16 No Default. Neither Buyer nor Partnership is in default or violation (and no event has occurred which, with notice orthe lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) the OrganizationalDocuments of Buyer or Partnership, (ii) any Contract to which Buyer is a party or by which Buyer is bound, or (iii) any Law applicableto Buyer, except, in the cases of clauses (ii) and (iii), for defaults or violations which would not be reasonably likely to haveconsequences that would, individually or in the aggregate, be material to Buyer.

5.17 Listing. The issued and outstanding shares of Buyer Class A Common Stock, the Buyer Warrants, and the Buyerunits (consisting of one share of Buyer Class A Common Stock

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and one-third of one Buyer Warrant) (the foregoing, collectively, the �Buyer Public Securities�) are registered pursuant toSection 12(b) of the Exchange Act and are listed for trading on NASDAQ. There is no suit, action, proceeding or investigation pendingor, to the Knowledge of Buyer, threatened against Buyer by NASDAQ or the SEC with respect to any intention by such entity toderegister any Buyer Public Securities or prohibit or terminate the listing of any Buyer Public Securities on NASDAQ. Buyer has takenno action that is designed to terminate the registration of Buyer Public Securities under the Exchange Act. Buyer has not received anywritten or, to Buyer�s Knowledge, oral deficiency notice from NASDAQ relating to the continued listing requirements of the BuyerPublic Securities.


5.19 Accredited Investor; Investment Intent. Each of the Buyer and the Partnership is an accredited investor as defined inRegulation D under the 1933 Act. The Partnership is acquiring the Contributed Interests for its own account for investment and notwith a view to, or for sale or other disposition in connection with, any distribution of all or any part thereof, except in compliance withapplicable federal and state securities Laws, nor with any present intention of distributing or selling any of the Contributed Interestsexcept in compliance with applicable federal and state securities Laws.

5.20 Opportunity for Independent Investigation. In entering into this Agreement, Buyer has relied solely uponContributor�s and the Company�s express representations and warranties set forth in Article III and Article IV and in the ClosingCertificates delivered by Contributor and the Company, Buyer�s own expertise, and Buyer�s professional counsel as to theTransactions, the Contributed Interests and the Assets and business of the Company, and the value thereof, and not on any othercomments, representations, warranties or statements of, or information provided by, Contributor or any Representatives of Contributor.Buyer acknowledges and affirms that it has completed such independent investigation, verification, analysis, and evaluation of theContributed Interests and Assets and business of the Company and has made all such reviews and inspections of the ContributedInterests and Assets and business of the Company as it has deemed necessary or appropriate to enter into this Agreement and theAncillary Agreements; provided, that the foregoing shall in no event limit in any respect any of the representations or warranties set



forth in Article III or Article IV or in any Closing Certificate delivered by Contributor and the Company. Except for the representationsand warranties expressly made by Contributor in Article III and by the Company in Article IV or in the Closing Certificate to bedelivered by Contributor or the Company, Buyer acknowledges that neither Contributor nor any other Person has made, and Buyer hasnot relied upon, any representations or warranties, express or implied, as to the financial condition, physical condition, title,environmental conditions, liabilities, operations, business, prospects of or title to the Contributed Interests, the Company or any of itsAssets.

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ARTICLE VICOVENANTS


(a) Each Party shall use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause tobe done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective the Transactions,including (i) filing any notification and report forms required for the consummation of the Transactions under the HSR Act withinfifteen (15) Business Days after the Execution Date; and (ii) using commercially reasonable efforts to cause any applicable waitingperiod under the HSR Act with respect to the Transactions to expire or terminate at the earliest time that is reasonably practicable andshall request �early termination� with respect to the waiting period under the HSR Act. Buyer shall not agree to extend any waitingperiod under the HSR Act without the prior written consent of Contributor. Buyer shall pay any HSR Act filing fee as provided bystatute. Otherwise, each Party shall each pay its own preparation costs and expenses.

(b) Each Party shall, and shall cause its respective Subsidiaries to, (i) promptly inform the other Parties of, and supply tothe other Parties, any communication (or other correspondence or memoranda) from or to, and any proposed understanding oragreement with, any Governmental Authority in connection with this Agreement or the Transactions; (ii) consult and cooperate in goodfaith with the other Parties in connection with any filings, notifications, submissions, analyses, appearances, presentations, memoranda,briefs, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions andProceedings with Governmental Authorities relating to this Agreement or the Transactions, including, subject to applicable Law,permitting the other Parties to review in advance, and considering in good faith the views of the other Party with respect to, anyproposed written communication to any Governmental Authority and to promptly provide the other Parties with copies of anycommunication to any Governmental Authority; (iii) use commercially reasonable efforts to comply, as promptly as reasonablypracticable, with any requests received by a Party or any of its Subsidiaries under the HSR Act and any other applicable Law foradditional information, documents or other materials; (iv) give the other Parties reasonable advance notice of its or its Subsidiaries�intention to participate in any meeting or telephone or other discussion with any Governmental Authority with respect to theTransactions or any filings, investigations or inquiries made in connection with the Transactions, and an opportunity to participate insuch meeting or discussion; and (v) contest and resist any Proceeding instituted (or threatened in writing to be instituted) by anyGovernmental Authority challenging the Transactions as being in violation of any applicable Law.

(c) Buyer shall take any and all steps and make any and all undertakings necessary to avoid or eliminate each and everyimpediment under the HSR Act or any other antitrust, competition, or trade regulation Law that may be asserted by any GovernmentalAuthority with respect to the Transactions so as to enable the Closing to occur as soon as reasonably practicable (and in any event, nolater than the Outside Date), including proposing, negotiating, committing to, and effecting by consent decree, hold separate order, orotherwise, the sale, divestiture or disposition of such assets or businesses of Buyer (or its Subsidiaries) or of the Company, or otherwisetaking or committing to take actions that limit Buyer�s or its Subsidiaries� or the

49



Company�s freedom of action with respect to, or their ability to retain, any of the businesses, product lines or Assets of Buyer (or itsSubsidiaries) or the Company, as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporaryrestraining order, or other order in any Proceeding, which would otherwise have the effect of preventing or delaying the Closing.

6.2 Access of Buyer.

(a) From the Execution Date until the earlier of termination of this Agreement in accordance with its terms and theClosing (the �Interim Period�), Contributor and the Company shall provide Buyer and its Representatives with reasonable access, uponreasonable prior notice and during normal business hours, to all Assets, books and records, Contracts, documents, officers, employees,agents, legal advisors, accountants and properties of the Company, and Contributor and the Company shall furnish reasonably promptlyto Buyer and its Representatives such information concerning Contributor, the Company and its Assets, business, books and records,Contracts, properties and personnel as may be reasonably requested, from time to time, by or on behalf of Buyer. Buyer and itsRepresentatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business of the Company.Contributor shall have the right to have a Representative present for any communication with officers of the Company, and Buyer shalland shall direct its Representatives to observe and comply with all applicable health, safety and security requirements of Contributor, theCompany and the operator of the Assets of the Company if Buyer exercises its rights to access any assets or properties of the Companyunder this Section 6.2. Neither Buyer nor its Representatives shall contact any of the employees, customers, suppliers or parties thathave business relationships with the Company in connection with the Transactions without the specific prior written authorization of theCompany. For purposes of clarification, Buyer and its Representatives shall be permitted to conduct non-invasive environmentalassessments, including any Phase I environmental site assessments in accordance with ASTM Standard E1527-13, but Buyer and itsRepresentatives shall not be entitled, prior to the Closing, to collect any air, soil, surface water or ground water samples nor to performany invasive or destructive sampling on, under, at or from the Company Real Property. Buyer shall hold in confidence all informationdisclosed to Buyer or its Representatives hereunder on the terms and subject to the conditions contained in the ConfidentialityAgreement. Notwithstanding anything to the contrary in this Section 6.2, Buyer shall have no right of access to, and neither Contributornor any of its Affiliates shall have any obligation to provide any information (1) relating to bids received from others in connection withthe Transactions and information and analysis (including financial analysis) relating to such bids or (2) the disclosure of which couldreasonably be expected to (x) jeopardize any privilege available to Contributor or any of its respective Affiliates, (y) cause Contributoror any of its respective Affiliates to breach a Contract, or (z) result in a violation of Law; provided that, in the event that the restrictionsin clause (2) of this sentence apply, Contributor shall provide Buyer with a reasonably detailed description of the information notprovided, and Contributor shall cooperate in good faith to design and implement alternative disclosure arrangements to enable Buyer toevaluate such information without violating such Law or Contract or jeopardizing such privilege. Subject to the limitations set forth inSection 11.13, to the extent Buyer has any assets other than its interest in the Trust Account, promptly upon completion of any suchaccess, Buyer shall repair at its sole expense any damage caused by such access.

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(b) Subject to the limitations set forth in Section 11.13, to the extent Buyer has any assets other than its interest in theTrust Account, Buyer agrees to indemnify, defend and hold harmless Contributor, its Affiliates and its and their respectiveRepresentatives for any and all Losses incurred by Contributor, its Affiliates or its or their respective Representatives arising solely as aresult of actions taken by Buyer or its Representatives at any Company Real Property pursuant to the access rights under thisSection 6.2, including any Claims by any of Buyer�s Representatives for any injuries or property damage while present on the CompanyReal Property; provided that the foregoing indemnification shall not apply to such Claims and Losses as are caused by the willfulmisconduct or gross negligence of Contributor, its Affiliates or its and their respective Representatives, or the Company.

6.3 Conduct of Business. Except as specifically provided in this Agreement (including Schedule 6.3), during the InterimPeriod, Contributor shall cause the Company to and the Company shall (a) conduct its operations in the ordinary course of business and(b) use its commercially reasonably efforts to (i) preserve intact its present business organization, (ii) maintain in effect its material



Contracts and Permits, (iii) retain the Company�s current officers, (iv) preserve its relationships with its key customers and suppliers,(v) preserve, maintain, and protect its material Assets and (vi) maintain, with financially responsible insurance companies, insurance insuch amounts and against such risks and losses as is maintained by it at present. Notwithstanding the foregoing, nothing in thisAgreement shall require the Company to fund any capital expenditures (or incur liability) in excess of the amounts described inSchedule 1.1-CapEx.

6.4 Certain Restrictions.

(a) During the Interim Period, except as expressly permitted or required by the other terms of this Agreement, or asotherwise described on Schedule 6.4(a), or consented to or approved in writing by Buyer, which consent or approval will not beunreasonably withheld, conditioned or delayed, Contributor shall not:

(i) create any Lien (other than any Lien that will be released at or prior to Closing) against any of theContributed Interests;

(ii) sell, transfer, convey or otherwise dispose of any of the Contributed Interests;

(iii) (x) increase the base salary or wage rate or target annual cash bonus amount of, or materially increase anyother compensation or benefits payable to, any Available Employee, other than increases in welfare benefits made in the ordinary courseof business that apply equally to all similarly situated employees of Operator (not including increases made exclusively to the AvailableEmployees) (y) terminate the employment (other than for cause) or materially modify the job duties with respect to the Company�sbusiness of any Available Employee or (z) permit any Affiliate of Contributor to do any of the foregoing; or

(iv) agree or commit to or permit any Affiliate of Contributor to do any of the foregoing.

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(b) Without limiting the generality of Section 6.4(a), during the Interim Period, except as expressly permitted or requiredby the other terms of this Agreement, or as otherwise described in Schedule 6.4(b), or as contemplated in the CapEx Budget, orconsented to or approved in writing by Buyer, which consent or approval will not be unreasonably withheld, conditioned or delayed, theCompany shall not, and Contributor shall cause the Company and its Subsidiaries to not:

(i) amend or propose to amend the Organizational Documents of the Company or any of its Subsidiaries;

(ii) (A) other than in respect of equity contributions by the Contributor Members, offer, issue, sell, grant ordeliver, or authorize or propose to offer, issue, sell, grant or deliver, any Interest of the Company, (B) amend in any material respect anyof the terms of any securities of the Company outstanding as of the Execution Date or (C) authorize or propose to offer, issue, sell, grantor deliver, any Interest in the Company or any of its Subsidiaries;

(iii) (A) split, combine, or reclassify any Interests in the Company or any of its Subsidiaries, (B) except asprovided in Section 6.10, declare, set aside or pay any dividends on, or make any other distribution in respect of, any outstandingInterests in the Company or any of its Subsidiaries, (C) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem orotherwise acquire, any Interests of the Company or any of its Subsidiaries or (D) adopt a plan of complete or partial liquidation orresolutions providing for or authorizing a liquidation, dissolution, merger, consolidation, restructuring, recapitalization or otherreorganization of the Company or any of its Subsidiaries;

(iv) (A) create, incur, guarantee or assume any Indebtedness or otherwise become liable or responsible for theobligations of any other Person (other than the Company) that remains outstanding as of the Closing; provided, however, that the



foregoing shall not restrict the incurrence of additional Indebtedness in an amount not to exceed $500,000 in the aggregate, or(B) mortgage or pledge any of its material Assets, or create any material Lien thereon that is not released at or prior to Closing, otherthan Permitted Liens;

(v) sell, lease, license, transfer, convey, abandon, permit to lapse or expire or otherwise dispose of any Assets ofthe Company or any of its Subsidiaries, except (A) pursuant to existing Material Contracts or (B) the sale of obsolete Assets in theordinary course of business for which the aggregate value of such Assets or consideration payable (1) in any individual transaction doesnot exceed $500,000 or (2) in the aggregate does not exceed $1,000,000;

(vi) (A) acquire (by merger, consolidation, or acquisition of stock or assets or otherwise) any corporation,partnership, limited liability company, or other business organization or division thereof, in each case other than acquisitions for whichthe consideration (1) in any individual transaction does not exceed $500,000 or (2) in the aggregate does not exceed $1,000,000,(B) form any joint venture or similar arrangement, or (C) make any loans, advances or capital contributions to, or investments in, anyPerson, (other than the Company or any of its Subsidiaries), except for loans, advances or capital contributions in the form of tradecredit granted to customers in the ordinary course of business consistent with past practices;

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(vii) change in any material respect any of the financial accounting principles, practices or methods used by theCompany or any of its Subsidiaries, except for any change required by reason of a concurrent change in GAAP;

(viii) (A) make or change any material Tax election; (B) settle or compromise any claim, notice, audit report orassessment in respect of Taxes, except where the amount of such settlement or compromise does not exceed the lesser of 10.0% of thereserve for such matter on the Company�s financial statements or $500,000; (C) change any annual Tax accounting period except asotherwise required by applicable Laws; (D) adopt or change any material method of Tax accounting except as otherwise required byapplicable Laws; (E) file any material amended Tax Return except as otherwise required by applicable Laws; (F) enter into any Taxallocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement relating to any Tax other than anycustomary Tax sharing or indemnification provisions contained in any agreement entered into in the ordinary course of business and notprimarily relating to Tax; (G) surrender any right to claim a material Tax refund; or (H) consent to any extension or waiver of the statuteof limitations period applicable to any material Tax claim or assessment;

(ix) settle or offer or propose to settle any Proceeding (other than a Proceeding relating to Taxes) against theCompany or any of its Subsidiaries unless such settlement (A) requires the payment of less than $1,000,000 by the Company or any ofits Subsidiaries, which amount shall be paid prior to Closing or included as a Current Liability in the calculation of Net WorkingCapital, (B) involves the unconditional release of the Company or such Subsidiary with respect to the subject matter of the Proceeding,(C) does not impose any material obligations on the Company or any of its Subsidiaries after the Closing and (D) does not involve anadmission of criminal wrongdoing by the Company or any of its Subsidiaries;

(x) enter into, amend in any material respect or terminate any Material Contract other than Contracts enteredinto after the Execution Date that implement and are in accordance with the CapEx Budget;

(xi) authorize or make capital expenditures, except for expenditures necessary to respond to an Emergency;

(xii) amend or modify in any material respect the Budget (as defined in the Operator Agreement);

(xiii) hire any employees, establish, adopt or commence participation in or incur any liability under any BenefitPlan (other than any reimbursement obligations under the Operator Agreement incurred in the ordinary course of business, consistent



with past practice, and that to the extent outstanding as of the Closing are reflected as Current Liabilities in the calculation of NetWorking Capital of the Company);

(xiv) enter into or amend the terms of any Company Related Party Transaction; or

(xv) agree or commit to do any of the foregoing.

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(c) During the Interim Period, except as expressly permitted or required by the other terms of this Agreement, as requiredby any applicable Law, or consented to or approved in writing by Contributor, which consent or approval will not be unreasonablywithheld, conditioned or delayed, Buyer shall not, and Buyer shall cause its Subsidiaries not to:

(i) amend or propose to amend (A) the Organizational Documents of Buyer or any of its Subsidiaries, otherthan in connection with the Stockholder Proposals, or (B) the Trust Agreement or any other agreement related to the Trust Account;

(ii) (A) offer, issue, sell, grant or deliver any Interest of Buyer or any of its Subsidiaries, other than inconnection with the Alta Mesa Contribution Agreement and the Riverstone Contribution Agreement, (B) amend in any material respectany of the terms of any Interests of Buyer or any of its Subsidiaries outstanding as of the Execution Date, or (C) authorize or propose tooffer, issue, sell, grant or deliver, any Interest in Buyer or any of its Subsidiaries;

(iii) (A) split, combine, or reclassify any Interests in Buyer, (B) declare, set aside or pay any dividends on, ormake any other distribution in respect of, any outstanding Interests in Buyer, (C) repurchase, redeem or otherwise acquire, or offer torepurchase, redeem or otherwise acquire, any Interests in Buyer, other than pursuant to an exercise of a Buyer Stockholder RedemptionRight, or (D) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing a liquidation, dissolution, merger,consolidation, restructuring, recapitalization or other reorganization of Buyer or any of its Subsidiaries;

(iv) other than in connection with the Transactions, the transactions contemplated by the Alta Mesa ContributionAgreement, the transactions contemplated by the Riverstone Contribution Agreement or any other financing in connection with any ofthe foregoing, create, incur, guarantee or assume any Indebtedness or otherwise become liable or responsible for the obligations of anyother Person;

(v) other than in connection with the Transactions, the transactions contemplated by the Alta Mesa ContributionAgreement or the transactions contemplated by the Riverstone Contribution Agreement, (A) acquire (by merger, consolidation, oracquisition of stock or assets or otherwise) any corporation, partnership, limited liability company, or other business organization ordivision thereof, (B) form any joint venture or similar arrangement or exercise any rights under any existing joint venture or similaragreement, or (C) make any loans, advances or capital contributions to, or investments in, any Person; or

(vi) agree or commit to do any of the foregoing.

6.5 Termination of Operator Agreement. Notwithstanding anything in this Agreement to the contrary, at the Closing,Contributor shall terminate effective upon the Closing the Operator Agreement with no further liability to the Company, as provided inthe Operating Transition Services Agreement.

6.6 D&O Indemnity. Buyer shall not, and shall cause the Company from and after Closing not to, amend, waive orotherwise modify the Organizational Documents of the Company to the extent such amendment, waiver or other modification does orwould reasonably



54

be expected to reduce, limit, terminate or otherwise modify (in any manner adverse to any of the Contributor Appointees, Contributor orany of its respective Affiliates to the extent relating to the period prior to Closing) any obligation of Buyer or any of its Subsidiaries toindemnify pursuant to the Organizational Documents of the Company the Contributor Appointees, Contributor or its Affiliates to theextent relating to periods prior to Closing. Buyer shall cause the Company to, effective as of the Closing Date, obtain and fully pay thepremium for �tail� insurance policies that cover the Company�s existing directors and officers for a claims-reporting or discoveryperiod of at least six years from and after the Closing Date from an insurance carrier with the same or better credit rating as theCompany�s existing directors� and officers� insurance carrier and with terms, conditions, retentions and limits of liability that are noless advantageous than the coverage provided under the Company�s existing policies with respect to any actual or alleged error,misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against any of the ContributorAppointees by reason of his or her service as an officer or director of the Company at or prior to the Closing Date (including inconnection with this Agreement or the Transactions); provided, however, that the Company shall not be required to spend more than300% (the �D&O Cap Amount�) of the last annual premium paid by the Company prior to the Execution Date per year for suchcoverage under such tail policy; provided, further, that if the cost of such insurance exceeds the D&O Cap Amount, and the Companyelects not to spend more than the D&O Cap Amount for such purpose, then the Company shall purchase as much coverage as isobtainable for the D&O Cap Amount which shall satisfy the obligations of Buyer and the Company under this Section 6.6. From andafter the Closing, in the event that Buyer or any of its successors or assigns (i) consolidates with or merges into any other Person andshall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of itsproperties and assets to any Person, then, in each such case, proper provisions shall be made so that the successors and assigns of Buyershall assume the obligations set forth in this Section 6.6. Buyer shall not sell, transfer, distribute or otherwise dispose of any of its assetsin a manner that would reasonably be expected to render the Buyer unable to satisfy their obligations under this Section 6.6.

6.7 Tax Matters.

(a) Contributor shall prepare or cause to be prepared (i) all Tax Returns required to be filed by the Company or anySubsidiary for all Tax periods ending prior to the Closing Date that are due on or after the Closing Date, and (ii) any Tax Returns of theCompany for Income Taxes that are imposed on a �flow-through� basis and required to be filed after the Closing Date for Tax periodsending on or prior to the Closing Date. Such Tax Returns shall be prepared on a basis consistent with past practice except to the extentotherwise required by applicable Laws. Not later than thirty (30) days prior to the due date for filing any such Tax Return, Contributorshall deliver a copy of such Tax Return, together with all supporting documentation, to Buyer for its reasonable comment. Contributorshall cause such Tax Returns (as revised to incorporate Buyer�s reasonable comments) to be timely filed and will provide a copy toBuyer. Buyer shall prepare or cause to be prepared and file or cause to be filed all other Tax Returns of the Company or any Subsidiarynot specifically addressed in the first sentence of this Section 6.7, including all Tax Returns required to be filed by the Company or anySubsidiary for any Tax period that begins before the Closing Date and ends on or after the Closing Date (the �Straddle Period�). SuchTax Returns for a Straddle Period shall be prepared on a basis consistent with past practice except to the extent otherwise required byapplicable Laws. Not later than thirty

55

(30) days prior to the due date for filing any such Tax Return for a Straddle Period, Buyer shall deliver a copy of such Tax Return,together with all supporting documentation, to Contributor for its reasonable comment. Buyer shall cause such Tax Returns for aStraddle Period (as revised to incorporate Contributor�s reasonable comments) to be timely filed and will provide a copy to Contributor.

(b) To the extent (i) received prior to the expiration of the Tax Participation Period, and (ii) not (A) included in the finaldetermination of Net Working Capital, or (B) arising as the result of a carryback of a loss or other Tax benefit from a Tax period (orportion thereof) beginning after the Closing Date, the amount of any credits for or refunds of such Tax of the Company or any



Subsidiary or with respect to the Assets of the Company or any Subsidiary relating to any Pre-Closing Tax Period shall be for theaccount of Contributor. The amount of any credits for or refunds of Taxes of the Company or any Subsidiary or with respect to theAssets of the Company or any Subsidiary relating to any Tax period (or portion thereof) beginning on or after the Closing Date, and theamount of any credits for or refunds of Tax described in the preceding sentence and not for the account of Contributor, shall be for theaccount of Buyer. Buyer shall forward, and shall cause its Subsidiaries to forward, to Contributor the amount of such credit for orrefund of Taxes Contributor is entitled to pursuant to this Section 6.7(b), within thirty (30) days after such refund is received or suchcredit is utilized on the applicable Tax Return, in each case, net of any costs or expenses (including Taxes) incurred by such Buyer or itsSubsidiaries in procuring such refund or utilizing such credit. Contributor shall forward, and shall cause its Affiliates to forward, toBuyer the amount of such credit for or refund of Taxes Buyer is entitled to, pursuant to this Section 6.7(b), within thirty (30) days aftersuch refund is received or such credit is utilized on the applicable Tax Return, in each case, net of any costs or expenses (includingTaxes) incurred by Contributor or its Affiliates in procuring such refund or utilizing such credit. To the extent such refund or credit issubsequently disallowed or required to be returned to the applicable Taxing Authority, each Party agrees promptly to repay the amountof such refund or credit received pursuant to this Section 6.7(b), together with any interest, penalties or other additional amountsimposed by such Taxing Authority, to the Party making payment under this Section 6.7(b).

(c) No amended Tax Return with respect to a Pre-Closing Tax Period shall be filed by or on behalf of the Company orwith respect to the Assets of the Company without the consent of Contributor, which consent shall not be unreasonably withheld,conditioned or delayed; provided, that after the Tax Participation Period, this Section 6.7(c) shall not apply with respect to any Taxesimposed on the Company and its Subsidiaries (as opposed to any �flow through� Taxes that are imposed on Contributor or its direct orindirect owners).

(d) Buyer and Contributor shall cooperate fully, and shall cause the Company to cooperate fully, as and to the extentreasonably requested by Buyer or Contributor, in connection with the filing of Tax Returns and any audit or Proceeding with respect toTaxes. Such cooperation shall include the retention and, upon the request of Buyer or Contributor, the provision of Records andinformation that are reasonably relevant to any such audit or Proceeding and making employees available on a mutually convenientbasis to provide additional information and explanation of any material provided hereunder. Buyer and Contributor further agree, uponrequest, to use commercially reasonable efforts to obtain any certificate or other document from any Taxing Authority or any otherPerson as may be

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necessary to mitigate, reduce or eliminate any Tax that could be imposed on Contributor, Buyer, or the Company.

(e) Notwithstanding anything herein to the contrary:

(i) Buyer, the Company and its Subsidiaries, on the one hand, and Contributor, and its Affiliates, on the otherhand, shall promptly notify each other upon receipt by such party of written notice of any inquiries, claims, assessments, audits, TaxProceeding or similar events with respect to Taxes relating to a Pre-Closing Tax Period of the Company or any of its Subsidiaries forwhich either party or any of its Affiliates may have liability under this Agreement or otherwise (any such inquiry, claim, assessment,audit or similar event, a �Tax Matter�). Any failure to so notify the other party of a Tax Matter shall not relieve such other party fromliability with respect to such Tax Matters except to the extent such party was actually and materially prejudiced as a result thereof.

(ii) Contributor shall have the sole right to control any Tax Matter of the Company and any of its Subsidiariesrelating to any Tax period ending on or before the Closing Date, and to take any actions in connection with such Tax Matter; providedthat, (I) Buyer shall have the right to participate in such Tax Matter and (II) Contributor shall obtain the written consent of Buyer priorto the settlement of such Tax Matter that could reasonably be expected to have an adverse effect on Buyer, the Company or any of itsSubsidiaries (which consent shall not be unreasonably withheld, conditioned or delayed); provided further, that notwithstandinganything to the contrary, after the Tax Participation Period Contributor shall not have the right pursuant to this section 6.7(e)(ii) or



(iii) to control or consent to the settlement of any such Tax Matter that relates to Taxes imposed on the Company or any of itsSubsidiaries (as opposed to any �flow through� Taxes that are imposed on Contributor or its direct or indirect owners).

(iii) Except as provided in Section 6.7(e)(ii), Buyer shall have the right to control all other Tax Matters relatingto any Taxes of the Company or any Subsidiary. Buyer shall obtain the written consent of Contributor prior to the settlement of anyissues in any such Tax Matter that could reasonably be expected to have an adverse effect on Contributor or its members (which consentshall not be unreasonably withheld, conditioned or delayed).

(f) In the event that any Transfer Taxes are imposed on the Transactions, the Partnership shall be responsible for thepayment of all such Transfer Taxes. Contributor and Buyer shall timely file their own Tax Returns relating to Transfer Taxes as requiredby Law and shall notify the other Party when such filings have been made. Contributor and Buyer shall cooperate and consult with eachother prior to filing such Tax Returns (i) in order to minimize such Transfer Taxes, and (ii) to ensure that all such returns are filed in aconsistent manner.

(g) Other than any customary Tax sharing or indemnification provisions contained in any agreement entered into in theordinary course of business and not primarily relating to Tax, all Tax sharing agreements or similar agreements between the Company orany of its Subsidiaries, on the one hand, and Contributor and its Affiliates, on the other hand, shall be terminated prior to the ClosingDate, and, after the Closing Date, neither the Company nor any of its Subsidiaries shall be bound thereby or have any liabilitythereunder.

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(h) Intended Tax Treatment.

(i) The Parties agree that the Company shall be a �disregarded entity,� as defined in Treasury RegulationSection 301.7701-3(a) as of the Closing Date.

(ii) The Parties agree that, except as required by applicable Laws, (A) to the extent made in exchange forCommon Units, the Contributor�s Contribution shall be treated, for U.S. federal income tax purposes, as a contribution pursuant toSection 721 of the Code; (B) to the maximum extent permitted pursuant to Treasury Regulation Section 1.707-4(d), any transfer ofmoney or other consideration to Contributor shall not be treated as part of a sale of property by Contributor under Treasury RegulationSection 1.707-3(a) and shall be treated as a reimbursement of preformation capital expenditures; (C) the sum of (1) cash and otherconsideration not treated as reimbursement of preformation capital expenditures and (2) any other amounts treated as considerationpursuant to Treasury Regulation Section 1.707-3 (including the amount of assumed liabilities treated as a transfer of consideration underTreasury Regulation Section 1.707-5) will be treated as proceeds of a sale of property by Contributor to the Partnership described inSection 707 of the Code; and (D) to the extent permitted, issuances of Earn-Out Consideration shall be treated as events triggering anadjustment to the book value (under Section 704(b) of the Code) of the assets of the Partnership and the corresponding capital accountadjustments shall be made in a manner determined to minimize differences between the partners� capital accounts as determined on aper Common Unit basis. For the avoidance of doubt, except as required by applicable Law, the Parties shall not treat (i) the purchase ofBuyer Class C Common Stock pursuant to Section 2.2, or (ii) the right of Contributor to have its Common Units redeemed by thePartnership as consideration pursuant to Treasury Regulation Section 1.707-3.

(iii) The Parties shall (A) prepare and file all Tax Returns in a manner consistent with this Section 6.7(h), and(B) take no position inconsistent with this Section 6.7(h) in any Tax Return, Tax Matter, Tax Proceeding or otherwise absent adetermination within the meaning of Section 1313 of the Code to the contrary.

(i) Not later than 30 days after the Closing, the Parties shall cooperate in good faith to prepare and agree to a statementreflecting a valuation of all of the assets of the Company in accordance with the principles of Sections 1060 and 755 of the Code, as



applicable (the �Tax Allocation Statement�). The Parties agree to (i) be bound by the Tax Allocation Statement (if agreed) and (ii) actin accordance with the Tax Allocation Statement (if agreed) in the preparation, filing and audit of any Tax Return.

(j) The Partnership shall have in effect an election under Section 754 of the Code and under corresponding provisions ofapplicable statute and local tax laws.

(k) The Parties agree that the Partnership shall use the �traditional allocation method� as described in TreasuryRegulations Section 1.704-3(b).

(l) To the extent that the provisions of this Section 6.7 are inconsistent with or conflict with any other provisions underthis Agreement, the provisions of this Section 6.7 shall control.

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(a) No Party shall make any public announcement or issue any public communication regarding this Agreement or theTransactions without first obtaining the prior written consent of the other Party, except if such announcement or other communication isrequired by applicable Law (including in connection with the preparation and filing of the Proxy Statement and any offering or otherdocuments prepared in connection with any financing by Buyer or the Company) or the rules of any stock exchange upon which suchParty�s capital stock is traded, in which case, to the extent permitted by Law, the disclosing Party shall use its commercially reasonableefforts to coordinate or communicate such announcement or communication with the other Party prior to announcement or issuance;provided, however that no provision of this Agreement shall be deemed to restrict in any manner (i) any Party�s ability to communicatewith its employees or equity holders or (ii) the ability of Buyer and the Company to communicate with their financial and legal advisors,lenders, underwriters or financing sources.

(b) From the Closing Date and for a period of two (2) years following the Closing Date, Contributor will, and will causeits Affiliates and use commercially reasonable efforts to cause its Representatives to, (i) maintain the strict confidentiality of any and allConfidential Information and (ii) not disclose such Confidential Information to any Person other than any of its Affiliates orRepresentatives, except (x) to the extent required by Law (provided that if required by Law, Contributor agrees, to the extent legallypermissible, to give Buyer prior written notice of such disclosure in sufficient time to permit Buyer to seek a protective order should itso determine) or (y) in a Claim brought by Contributor in the pursuit of its remedies under this Agreement. Contributor shall (1) notifyall Persons to whom Confidential Information is disclosed of the confidential nature of the materials disclosed and the provisions of thisAgreement; and (2) ensure that all Persons to whom the terms of this Agreement or the Confidential Information is disclosed keep suchinformation confidential and do not disclose or divulge such information to any unauthorized Person in each case in accordance withthis Agreement.

6.9 Use of Certain Names. Within 180 days following Closing, Buyer shall cause the Company to cease using the words�HPS�, �Highbridge�, �ARM� and �Asset Risk Management� and any word or expression similar thereto or constituting anabbreviation, derivation or extension thereof (the �Contributor��s Marks�), including eliminating the Contributor�s Marks from theCompany Real Property and the Assets of the Company and disposing of any unused stationery and literature of the Company bearingthe Contributor�s Marks. Thereafter, Buyer shall not, and shall cause the Company and its Affiliates not to, use the Contributor�sMarks or any other logos, trademarks, trade names or other Intellectual Property belonging to Contributor or any Affiliate thereof.Buyer acknowledges that it, its Subsidiaries and, from and after Closing, the Company have no rights whatsoever to use Contributor�sMarks.



6.10 Distributions. Notwithstanding anything in this Agreement to the contrary, Contributor shall have the right to causethe Company to pay cash dividends, and/or make cash distributions to Contributor or its Affiliates at any time prior to Closing; providedsuch distributions do not result in any Liability to the Company.

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6.11 Support Obligations. Prior to Closing, Buyer shall replace or post, as applicable, effective as of Closing, anyoutstanding credit support obligations provided by Contributor or any of its Affiliates with respect to the Company or the Assets of theCompany set forth on Schedule 6.11 (�Support Obligations�), including by providing at the Closing replacement bonds, guaranties,letters of credit, and/or cash collateral, as needed, to effect the replacement or posting of such Support Obligations at Closing; providedthat if Buyer is unable to replace or post a Support Obligation at Closing, such existing Support Obligation shall remain in place andBuyer will indemnify Contributor or its Affiliates, as applicable, for any Losses resulting from payment such Person is required to makeunder such Support Obligation. If Buyer or any of its Subsidiaries intends to participate in any meeting or discussion with anyGovernmental Authority with respect to such replacement or posting of Support Obligations, Buyer shall give Contributor reasonablenotice of, and an opportunity to participate in, such meeting or discussion prior to Closing. During the Interim Period, except inconnection with funding capital expenditures in accordance with the CapEx Budget, the Company and Contributor will not enter intoany bond, guarantee, letters of credit or cash collateral arrangement similar to any Support Obligation without the prior written consentof Buyer.

6.12 The Proxy Statement and the Special Meeting.

(a) As promptly as reasonably practicable after the Execution Date, but in any event within 20 Business Days followingthe date on which Buyer has received written notice from the Company and Alta Mesa that the Company and Alta Mesa each believesthe information required to be provided by the Company hereunder and by Alta Mesa pursuant to the Alta Mesa ContributionAgreement has been delivered to Buyer, Buyer will prepare and file with the SEC a proxy statement containing the informationspecified in Schedule 14A of the Exchange Act with respect to the transactions contemplated by this Agreement, the Alta MesaContribution Agreement and the Riverstone Contribution Agreement (the �Proxy Statement�) in preliminary form; provided, however,that such 20 Business Day period shall not elapse if Buyer provides a reasonably detailed written notice to the Company or Alta Mesaregarding information that is required but has not yet been received by Buyer from the Company or Alta Mesa for the Proxy Statement,in which case the 20 Business Day period shall re-commence after Buyer receives such information from the Company or Alta Mesa, asapplicable. Buyer shall as promptly as practicable notify Contributor and the Company of the receipt of any oral or written commentsfrom the SEC relating to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additionalinformation. Buyer shall cooperate and provide Contributor and the Company with a reasonable opportunity to review and comment onthe Proxy Statement (including each amendment or supplement thereto) and all responses to requests for additional information by andreplies to comments of the SEC and give due consideration to all comments reasonably proposed by Contributor and the Company inrespect of such documents and responses prior to filing such with or sending such to the SEC, and the Parties will provide each otherwith copies of all such filings made and correspondence with the SEC. The Buyer Board Recommendation shall be included in theProxy Statement. Buyer will use its reasonable best efforts to respond promptly to any comments made by the SEC with respect to theProxy Statement. Buyer will cause the Proxy Statement to be transmitted to the holders of Buyer Common Stock as promptly aspracticable, but in any event within 5 Business Days, following the date on which the SEC confirms it has no further comments on theProxy Statement.

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(b) Contributor and the Company acknowledge that a substantial portion of the Proxy Statement and other filings to bemade by Buyer with the SEC shall include disclosure regarding Contributor, the Company and the Company�s management, operationsand financial condition. Accordingly, Contributor and the Company will as promptly as reasonably practicable after the Execution Date,use their respective reasonable best efforts to provide Buyer with all information concerning the Company, the operations of the



Company�s business and the Company�s management and operations and financial condition, in each case, required to be included inthe Proxy Statement or such other filings, including the required financial statements of the Company prepared in accordance withRegulation S-X and a related consent from the Company�s independent public accountants. Without limiting the generality of theforegoing, Contributor and the Company shall use their respective reasonable best efforts to cooperate with Buyer in connection withthe preparation for inclusion in the Proxy Statement of pro forma financial statements that comply with the requirements of RegulationS-X under the rules and regulations of the SEC. Contributor and the Company shall use their commercially reasonable efforts to causeand make their managers, directors, officers and employees and the managers, directors, officers and employees of the Operatoravailable to Buyer and its counsel in connection with the drafting of the Proxy Statement and any other filings required to be made byBuyer with the SEC and responding in a timely manner to comments on the Proxy Statement or such other filings from the SEC;provided that doing so does not unreasonably interfere with the ongoing operations of the Company or its Subsidiaries.

(c) Buyer will take, in accordance with applicable Law, NASDAQ rules and the Organizational Documents of Buyer, allaction necessary to call, hold and convene a special meeting of holders of Buyer Common Stock (including any permitted adjournmentor postponement, the �Special Meeting�) to consider and vote upon the Stockholder Proposals as promptly as reasonably practicableafter the filing of the Proxy Statement in definitive form with the SEC. Once the Special Meeting to consider and vote upon theStockholder Proposals has been called and noticed, Buyer will not postpone or adjourn the Special Meeting without the consent ofContributor, which consent will not be unreasonably withheld, conditioned or delayed, other than, (1) for the absence of a quorum,(2) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure that Buyer has determinedin good faith, after consultation with its outside legal advisors, is necessary under applicable Law and for such supplemental or amendeddisclosure to be disseminated to and reviewed by the holders of Buyer Common Stock prior to the Special Meeting or (3) anadjournment or postponement of up to 10 Business Days to solicit additional proxies from holders of Buyer Common Stock. Subject toSection 6.13(d), Buyer will take all reasonable lawful action to solicit approval of the Stockholder Proposals by the holders of BuyerCommon Stock.

(d) The Buyer Board will recommend in the Proxy Statement that the holders of Buyer Common Stock approve theStockholder Proposals (the �Buyer Board Recommendation�). Notwithstanding the foregoing, at any time prior to obtaining therequired stockholder approval at the Special Meeting, the Buyer Board may withdraw, modify or qualify in any manner the Buyer BoardRecommendation (any such action a �Change in Recommendation�) if the Buyer Board shall have concluded in good faith, afterconsultation with its outside legal advisors and financial advisors, that a failure to make a Change in Recommendation would beinconsistent with its fiduciary duties under applicable Law; provided, however, that the Buyer Board shall not be entitled to exercise itsrights to make a Change in

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Recommendation pursuant to this sentence unless Buyer has provided to Contributor three Business Days� prior written notice advisingContributor that the Buyer Board intends to take such action and specifying the reasons therefor in reasonable detail. For the avoidanceof doubt, unless this Agreement is terminated in accordance with its terms, any Change in Recommendation will not (x) change theapproval of this Agreement or any other approval of the Buyer Board or (y) relieve Buyer of any of its obligations under thisAgreement, including its obligation to hold the Special Meeting.

(e) If at any time prior to the Closing Date, any event, circumstance or information relating to Buyer, Contributor or theCompany and its Subsidiaries, or any of their respective Subsidiaries, officers or directors should be discovered by Buyer, Contributoror the Company, as applicable, that should be set forth in an amendment or supplement to the Proxy Statement or any other filings to bemade by Buyer with the SEC, so that such documents would not include any misstatement of a material fact or omit to state anymaterial fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, theParty which discovers such information shall promptly notify the other Parties, and an appropriate amendment or supplement describingsuch information shall be promptly filed with the SEC by Buyer and, to the extent required by Law, disseminated to the holders ofBuyer Common Stock; provided that no information received by Buyer pursuant to this Section 6.12(e) shall operate as a waiver orotherwise affect any representation, warranty or agreement given or made hereunder by any Party, and no such information shall bedeemed to change, supplement or amend the Schedules.

(f) Subject to the limitations set forth in Section 11.13, to the extent Buyer has any assets other than its interest in theTrust Account, Buyer shall promptly, upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs andexpenses (including reasonable attorneys� fees) incurred by the Company or any of its Subsidiaries in connection with the cooperationof the Company and its Subsidiaries contemplated by this Section 6.12 and shall indemnify and hold harmless the Company, itsSubsidiaries, Contributor and their respective Representatives and Affiliates from and against any and all losses, damages, claims, costs



or out-of-pocket expenses suffered or incurred by any of them in connection with the Proxy Statement and any information used inconnection therewith, except for Liabilities of the Company to the extent they resulted from information provided by Contributor or theCompany specifically for use in connection with the Proxy Statement containing any untrue statement of a material fact or omitting tostate a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, notmisleading.

6.13 Cooperation on Financing Matters. Prior to the Closing and in connection with any financing activities of Buyer, theCompany shall use its commercially reasonable efforts to provide to Buyer, and shall use its commercially reasonable efforts to cause itsRepresentatives, including legal and accounting representatives, to provide, in each case at Buyer�s sole expense (with respect toreasonable out-of-pocket expenses), all cooperation reasonably requested by Buyer that is customary in connection with completing anyfinancing activities of Buyer, which commercially reasonable efforts shall include, among other things, (i) furnishing Buyer reasonablypromptly following Buyer�s request, with information regarding the Company (including information to be used in the preparation ofone or more information packages regarding the business, operations, financial projections and prospects of the Company)

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customary for such financing activities, to the extent reasonably available to the Company, (ii) causing the Company�s seniormanagement and other representatives with appropriate seniority and expertise of the Company to participate in a reasonable number ofmeetings (including customary one-on-one meetings with the parties acting as lead arrangers, bookrunners or agents for, and prospectivelenders of, such financing), presentations, due diligence sessions, drafting sessions and sessions with ratings agencies in connection withsuch financing activities, (iii) assisting with the preparation of materials for rating agency presentations, offering memoranda andsimilar documents required in connection any such financing activities, (iv) using commercially reasonable efforts to obtain legalopinions, auditor comfort letters and auditor consents reasonably requested by Buyer in order to consummate such financing activities,(v) taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Buyer or any financing sources ofBuyer or the Company to permit the consummation of such financing activities, (vi) assisting Buyer with the repayment, and release ofany Liens upon repayment, of outstanding Indebtedness of the Company or any of its Subsidiaries and obtaining customary payoffletters with respect thereto and (vii) cooperating with requests for due diligence to the extent customary and reasonable; provided,however, that no obligation of the Company under any agreement, certificate, document or instrument shall be effective until theClosing and none of the Company or any of its Representatives shall be required to pay any commitment or other fee or incur any otherLiability prior to Closing in connection with any financing activities (other than with respect to expenses to be reimbursed in accordancewith the first sentence of this Section 6.13). Subject to the limitations set forth in Section 11.13, to the extent Buyer has any assets otherthan its interest in the Trust Account, Buyer shall promptly, upon request by the Company, reimburse the Company for all reasonableout-of-pocket costs and expenses (including reasonable attorneys� fees) incurred by the Company in connection with the cooperation ofthe Company contemplated by this Section 6.13 and shall indemnify and hold harmless the Company, Contributor and their respectiveRepresentatives and Affiliates from and against any and all losses, damages, claims, costs or out-of-pocket expenses suffered or incurredby any of them in connection with any financing activities of Buyer and any information used in connection therewith, except forLiabilities of the Company to the extent they resulted from information provided by the Company specifically for use in connectionwith such financing activity containing any untrue statement of a material fact or omitting to state a material fact necessary in order tomake the statements therein, in light of the circumstances under which they were made, not misleading.

6.14 Further Assurances. Subject to the terms and conditions of this Agreement, at any time or from time to time afterClosing, at any Party�s request and without further consideration, the other Party shall (and in the case of Buyer, Buyer shall, and shallcause the Company to) execute and deliver to such Party such other instruments of sale, transfer, conveyance, assignment andconfirmation, provide such materials and information and take such other actions as such Party may reasonably request in order toconsummate the Transactions.

6.15 Buyer Employees and Related Benefits.

(a) Buyer shall make or to cause its Subsidiaries to make offers to employ all of the Available Employees. Such offersshall be made within ten (10) days following the Execution Date. Each such offer (i) shall provide for (A) the commencement ofemployment to be effective upon the applicable Transfer Date (as defined below), (B) an annualized base salary or base

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hourly pay rate, as applicable, that is not less than that received by the Available Employee, as applicable, immediately prior to theAvailable Employee�s Transfer Date, and (C) a period of at least three (3) days in which such Available Employee may accept or rejectsuch offer, and (ii) shall be subject only to satisfaction of Buyer Employer�s (as defined below) standard lawful pre-employmentscreening and, with respect to a Leave Employee, the Leave Employee�s return to active employment with Operator within six(6) months following the Closing, or such later time as may be required by applicable Law. The entity with which post-Closingemployment is offered to an Available Employee pursuant to this Section 6.15(a) is referred to as the �Buyer Employer.� At least five(5) days prior to the anticipated Closing Date, Buyer shall deliver to Operator a list of the Available Employees who have acceptedemployment with Buyer Employer (each such individual who accepts such employment offers and commences employment with BuyerEmployer following the Closing is referred to as a �Transferred Employee�), and any Available Employee who has rejected an offer ofemployment. While a Transferred Employee remains employed, Buyer Employer shall not reduce any Transferred Employee�s initialbase salary or base hourly pay rate, as applicable, for a period of at least twelve (12) months beginning on the Closing Date.Contributor shall use commercially reasonable efforts to cause Operator to take no action (or omit to take any action) that has the intentor effect of discouraging an Available Employee from accepting an offer of employment or engagement with Buyer Employer ascontemplated by this Section 6.15(a).

(b) The �Transfer Date� for each Transferred Employee shall be the time immediately following the Closing, except withrespect to any Transferred Employee to whom an employment offer is made and who is on a leave of absence as of the Closing Date (a�Leave Employee�), in which case his or her Transfer Date shall be the date following the Closing upon which such Leave Employeecommences employment with Buyer Employer.

(c) Buyer covenants that Buyer Employer shall provide to all Transferred Employees, for at least twelve (12) monthsfollowing the Closing Date, employee benefits (including severance) that are, in the aggregate, substantially comparable to those offeredby Buyer Employer to its similarly situated employees. Buyer covenants that effective as of each Transferred Employee�s TransferDate, Buyer shall or cause its Subsidiaries to recognize years of service with Operator (together with any predecessors thereof thatpreviously employed such Transferred Employee and as to which Operator has recognized such years of service) for purposes ofdetermining such Transferred Employee�s eligibility to participate in and vesting under any and all applicable plans or policies of Buyerand its Subsidiaries (other than any defined benefit plans and equity and incentive arrangements and severance benefit pursuant to theforegoing sentence); provided, however, that such service need not be recognized to the extent that such recognition would result in anyduplication of benefits.

(d) To the extent Buyer or its Subsidiaries provides employee welfare benefit plans (as defined in Section 3(1) of ERISA)to similarly situated employees to the Transferred Employees, Buyer covenants that effective as of each Transferred Employee�sTransfer Date, Buyer shall, or cause its Subsidiaries to, to the extent permitted under applicable Law and the terms of the applicableemployee welfare benefit plans, use commercially reasonable efforts to (A) ensure that for each Transferred Employee and anydependent thereof covered by Operator�s or Operator�s Affiliates� employee welfare benefit plans, Buyer�s or its Subsidiaries� welfarebenefit plans shall waive all coverage exclusions and limitations relating to waiting periods or

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pre-existing conditions to the extent any such exclusions or limitations were waived or were inapplicable under the analogous welfarebenefit plan of Operator or its Affiliates immediately prior to the Closing Date, and (B) credit the expenses of each TransferredEmployee which were credited toward deductibles, co-payments or out-of-pocket maximums for the year in which the TransferredEmployee�s Transfer Date occurs under the applicable welfare benefit plan of Operator or Operator�s Affiliates against satisfaction ofany deductibles, co-payments or out-of-pocket maximums for the year in which the Transferred Employee�s Transfer Date occurs underBuyer�s or its Subsidiaries� welfare benefit plan for each Transferred Employee; provided, however, that Buyer�s obligations under thisclause (B) shall be subject to Buyer�s or its Subsidiaries�, as applicable, insurers, receipt of all necessary information, from eitherOperator or such Transferred Employee related to such amounts.

(e) Contributor shall cause each Transferred Employee to become fully vested no later than the Transfer Date in allunpaid amounts payable under the retention bonus agreements with Operator set forth on Schedule 6.15(e) and shall cause the amountspayable under such retention bonus agreements and all wages, salaries, commissions and similar compensation earned or accruedthrough the Transfer Date, including all accrued and unused paid time off, to be paid to the Transferred Employees promptly, and in anyevent no later than Operator�s next regularly scheduled payroll payment date. Contributor shall further cause (i) each TransferredEmployee to become fully vested as of no later than the Transfer Date in the Transferred Employee�s account under any Benefit Plan ofContributor, Operator or their ERISA Affiliate that is a 401(k) plan (the �Contributor 401(k) Plan�), including with respect to anyemployer contributions to any such plan for the period occurring prior to and ending on the Transfer Date (which such contributions



Contributor shall cause to be made as soon as reasonably practicable following the Transfer Date), (ii) the Contributor 401(k) Plan topermit, if elected by a Transferred Employee, the rollover of such Transferred Employee�s account balance (including outstandingloans) to a 401(k) plan sponsored by Buyer or its Subsidiary, to the extent permitted by Law, and (iii) to the extent any TransferredEmployee has a loan outstanding as of the Transfer Date under the Contributor 401(k) Plan, cause such loan to remain outstanding (andnot go into default) until the first to occur of the end of the first full calendar quarter following the Transfer Date or the earlier rolloverof the Transferred Employee�s Contributor 401(k) Plan account balance and loan note to a 401(k) plan sponsored by Buyer or itsSubsidiary.

(f) The provisions of this Section 6.15 are solely for the benefit of the Parties and nothing in this Section 6.15, express orimplied, shall confer upon any Available Employee or legal representative or beneficiary thereof, any rights or remedies, including anyright to employment or continued employment for any specified period, or compensation or benefits of any nature or kind whatsoeverunder this Agreement. Nothing in this Section 6.15, express or implied, shall be (i) deemed an amendment of any employee benefitplan providing benefits to any Available Employee, or (ii) construed to prevent Buyer or any of its Subsidiaries (including BuyerEmployer) from terminating or modifying to any extent or in any respect any employee benefit plan that Buyer or any of its Subsidiariesmay establish or maintain.

6.16 Exclusivity.

(a) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement, the Companywill not, Contributor will not, and will cause the Company, its

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Subsidiaries and any of its or their respective Affiliates and any of its and its Affiliates� Representatives, not to, take any action, directlyor indirectly, to initiate, solicit, facilitate or encourage, participate in any discussions or negotiations with, enter into any Contract(including any letter of intent or confidentiality agreement), or furnish to any other Person any information with respect to, any proposalfrom any Person relating to an acquisition of any Interests in the Company or any of its Subsidiaries or all or substantially all of theAssets of the Company or any of its Subsidiaries. The Company and Contributor shall, and Contributor shall cause the Company and itsSubsidiaries, any of its or their respective Affiliates and any of its and its Affiliates� Representatives to, immediately cease and cause tobe terminated all existing discussions, conversations, negotiations and other communications with any Person (other than Buyer and itsAffiliates) with respect to any of the foregoing. As promptly as practicable (and in any event within two (2) Business Days) after thedate hereof, the Company shall send �return or destroy� letters to all other Persons to whom the Company or its Affiliates andprofessional advisors provided confidential information under or pursuant to a confidentiality or non-disclosure agreement in connectionwith the potential sale of all or part of the Company (any such confidentiality or non-disclosure agreement, a �TransactionConfidentiality Agreement�). From and after the Closing, the Company agrees to use its reasonable best efforts to enforce its rightsunder any such Transaction Confidentiality Agreement for the benefit of Buyer.

(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement pursuant toSection 9.1, Buyer will not, and will cause its Affiliates and their respective Representatives not to, take any action, directly orindirectly, to initiate, solicit, facilitate or encourage, participate in any discussions or negotiations with, enter into any Contract(including any letter of intent or confidentiality agreement), or furnish to any other Person any information with respect to, any proposalfrom any Person relating to a Business Combination involving Buyer. Buyer shall, and shall cause its Affiliates and their respectiveRepresentatives to, immediately cease and cause to be terminated all existing discussions, conversations, negotiations and othercommunications with any Person (other than Buyer and its Affiliates) with respect to any of the foregoing; provided, that the Alta MesaContribution Agreement and the transactions contemplated thereby, the Riverstone Contribution Agreement and the transactionscontemplated thereby and any financing with respect to the transactions contemplated by the Alta Mesa Contribution Agreement or thetransactions contemplated by the Riverstone Contribution Agreement shall not constitute a breach of the restrictions contained in thisSection 6.16(b).

6.17 Notice of Certain Events. Each of the Company and Buyer will give prompt notice to the other (and willsubsequently keep the other informed on a reasonably current basis of any material developments related to such notice) upon itsbecoming aware of (a) the occurrence or existence of any fact, event or circumstance that, (i) with respect to the Company, had or wouldreasonably be expected have a Material Adverse Effect and (ii) with respect to Buyer, had or would reasonably be expected to have aBuyer Material Adverse Effect, (b) the occurrence or existence of any fact, event or circumstance that is reasonably likely to result inany of the conditions set forth in Article VII or Article VIII, as applicable, not being able to be satisfied prior to the Outside Date,(c) any notice or other communication that has been received by the Company from any Person alleging that the consent of such Person



is or may be required in connection with the Transactions, (d) any notice or other communication that has been received by Buyer or theCompany from any Governmental Authority in connection with the

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Transactions, or (e) any Proceeding commenced or, to the Knowledge of the Company or Buyer, as applicable, threatened that (i) ifpending on the date hereof, would have been required to have been disclosed by the Company or Buyer, as applicable, pursuant to thisAgreement or (ii) otherwise relates to this Agreement or the consummation of the Transactions. No notification given by any Partypursuant to this Section 6.17 shall limit or otherwise affect any of the representations, warranties, covenants, obligations or conditionscontained in this Agreement.

6.18 Reasonable Best Efforts. Except to the extent that the Parties� obligations are specifically set forth elsewhere herein,upon the terms and subject to the conditions set forth in this Agreement, each Party shall use reasonable best efforts to take, or cause tobe taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary,proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions.

6.19 Engagement Letters. Immediately after Closing and at all times thereafter, Buyer shall cause the Company to pay allfees and expense reimbursements as and when due and payable under the Engagement Letters to the extent such fees and expenses weretaken into account in calculating the Estimated Adjustment Amount and the Adjustment Amount.

ARTICLE VIIBUYER��S CONDITIONS TO CLOSING


7.1 Contributor��s Representations and Warranties. The Contributor Fundamental Representations shall (i) be true andcorrect in all respects on and as of the Closing Date as though made on and as of the Closing Date (other than those ContributorFundamental Representations expressly made as of an earlier date) and (ii) in the case of Contributor Fundamental Representationsexpressly made as of an earlier date, be true and correct in all respects as of such earlier date. The representations and warranties madeby Contributor in Article III (other than the Contributor Fundamental Representations) shall, without giving effect to any materiality orMaterial Adverse Effect qualifier contained therein, (a) be true and correct in all respects on and as of the Closing Date as though madeon and as of the Closing Date (other than those representations and warranties expressly made as of an earlier date) and (b) in the caseof representations and warranties expressly made as of an earlier date, be true and correct in all respects as of such earlier date, except inthe case of clauses (a) and (b) where the failure to be true and correct would not have a Material Adverse Effect.

7.2 Company Representations and Warranties. The Company Fundamental Representations shall (i) be true and correctin all respects on and as of the Closing Date as though made on and as of the Closing Date (other than those Company FundamentalRepresentations expressly made as of an earlier date) and (ii) in the case of Company Fundamental Representations expressly made asof an earlier date, be true and correct in all respects as of such earlier date. The representations and warranties made by the Company inArticle IV (other than the Company Fundamental Representations) shall, without giving effect to

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any materiality or Material Adverse Effect qualifier contained therein, (a) be true and correct in all respects on and as of the ClosingDate as though made on and as of the Closing Date (other than those representations and warranties expressly made as of an earlierdate) and (b) in the case of representations and warranties expressly made as of an earlier date, be true and correct in all respects as ofsuch earlier date, except in the case of clauses (a) and (b) where the failure to be true and correct would not have a Material AdverseEffect.



7.3 Performance. Contributor and the Company shall have performed and complied, in all material respects, with allcovenants and agreements to be performed or complied with by them under this Agreement prior to or at Closing.

7.4 No Material Adverse Effect. Since the Execution Date, there shall not have been a Material Adverse Effect.

7.5 Orders and Laws. There shall not be any Law or Order of any Governmental Authority having jurisdiction (exceptfor any such Order issued in connection with a Proceeding instituted by Buyer or its Subsidiaries) restraining, enjoining or otherwiseprohibiting or making illegal the consummation of the Transactions.


7.7 Stockholder Approval. At the Special Meeting, the holders of a majority of the shares of Buyer Class A CommonStock and Buyer Class B Common Stock, voting together as a single class, shall have (1) approved and adopted this Agreement, theAlta Mesa Contribution Agreement and the Riverstone Contribution Agreement and the transactions contemplated hereby and thereby;(2) approved and adopted the amendments to Buyer�s amended and restated certificate of incorporation attached hereto as Exhibit D(the �Amended and Restated Certificate of Incorporation�) reasonably necessary to complete the Transactions and the transactionscontemplated by the Alta Mesa Contribution Agreement and the Riverstone Contribution Agreement, and (3) approved, for purposes ofcomplying with applicable listing rules of the NASDAQ, (w) the issuance of equity interests of Buyer, including pursuant to the termsof the Execution Date Forward Purchase Agreement, (x) the issuance of Buyer Class C Common Stock to Contributor, the Alta MesaContributor and the Riverstone Contributor, (y) the issuance of Buyer Series A Preferred Stock and Buyer Series B Preferred Stock toaffiliates of High Mesa Holdings and to the Riverstone Contributor and (z) the future issuance of shares of Buyer Class A CommonStock to Contributor, the Alta Mesa Contributor and the Riverstone Contributor in connection with the future redemption or exchange oftheir Common Units (collectively, the �Stockholder Proposals�).

7.8 Concurrent Closing of Alta Mesa Contribution Agreement. The Alta Mesa Closing shall be consummated inaccordance with the terms of the Alta Mesa Contribution Agreement.

7.9 NASDAQ Listing. The Buyer Class A Common Stock issuable to Contributor, the Alta Mesa Contributor and theRiverstone Contributor pursuant to the A&R LP Agreement

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shall have been approved for listing on the NASDAQ, subject only to official notice of issuance thereof.

7.10 Consents. The consents set forth on Schedule 7.10 shall have been obtained.

7.11 Leverage Ratio. The Partnership�s Leverage Ratio immediately post-Closing (calculated on a pro forma basis(i) assuming that the �Pre-Closing Reorganization� (as defined in the Alta Mesa Contribution Agreement), the Transactions, thetransactions contemplated by the Alta Mesa Contribution Agreement and the transactions contemplated by the Riverstone ContributionAgreement had been consummated on the first date of the Calculation Period, (ii) after giving effect to the repayment, retirement,assignment or other satisfaction of any Debt of the Partnership and its Subsidiaries that is satisfied on the Closing Date, and (iii) forCash of the Partnership and its Subsidiaries after giving effect to the Closing, the consummation of the transactions contemplated by theAlta Mesa Contribution Agreement and the Riverstone Contribution Agreement and the exercise of any Buyer Stockholder RedemptionRight) would not be greater than 1.5x.

ARTICLE VIIICONTRIBUTOR��S CONDITIONS TO CLOSING

The obligation of Contributor to consummate Closing is subject to the fulfillment of each of the following conditions (except tothe extent waived in writing by Contributor in its sole discretion, to the extent permitted by applicable Law) as of the Closing:

8.1 Representations and Warranties. The Buyer Fundamental Representations shall (i) be true and correct in all respectson and as of Closing Date as though made on and as of the Closing Date (other than those Buyer Fundamental Representations



expressly made as of an earlier date) and (ii) in the case of Buyer Fundamental Representations expressly made as of an earlier date, betrue and correct in all respects as of such earlier date. The representations and warranties made by the Buyer in Article V (other than theBuyer Fundamental Representations) shall, without giving effect to any materiality or Material Adverse Effect qualifier containedtherein, (a) be true and correct in all respects on and as of the Closing Date as though made on and as the Closing Date (other than thoserepresentations and warranties expressly made as of an earlier date) and (b) in the case of representations and warranties expressly madeas of an earlier date, be true and correct in all respects as of such earlier date, except in the case of clauses (a) and (b) where the failureto be true and correct would not have a Material Adverse Effect and would not have a material adverse effect on the ability of Buyer toconsummate the Transactions.

8.2 Performance. Buyer shall have performed and complied, in all material respects, with all covenants and agreementsto be performed or complied with by it under this Agreement prior to or at Closing.

8.3 Orders and Laws. There shall not be any Law or Order of any Governmental Authority having jurisdiction (exceptfor any such Order issued in connection with a Proceeding instituted by Contributor or its Affiliates) restraining, enjoining or otherwiseprohibiting or making illegal the consummation of the Transactions.

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8.6 Concurrent Closing of Alta Mesa Contribution Agreement. The Alta Mesa Closing shall be consummated inaccordance with the terms of the Alta Mesa Contribution Agreement.

8.7 NASDAQ Listing. The Buyer Class A Common Stock issuable to Contributor, the Alta Mesa Contributor and theRiverstone Contributor pursuant to the A&R LP Agreement shall have been approved for listing on the NASDAQ, subject only toofficial notice of issuance thereof.

8.8 Minimum Cash Consideration. The Available Funds shall not be less than the Cash Consideration Contributor isentitled to receive at Closing pursuant to Section 2.2 (without giving effect to the proviso set forth therein).

ARTICLE IXTERMINATION

9.1 Termination. This Agreement may be terminated, as follows:

(a) at any time before Closing, by Contributor or Buyer, by written notice to the Parties, in the event that any Law or finalOrder of any Governmental Authority having jurisdiction restrains, enjoins or otherwise prohibits or makes illegal the contribution ofthe Contributed Interests pursuant to this Agreement;

(b) at any time before Closing, by Contributor, by written notice to Buyer, if (i) Buyer has breached any of itsrepresentations, warranties, covenants or agreements under this Agreement and such breach would or does result in the failure to fulfillany condition expressly set forth in Article VIII and (ii) such breach has not been cured by the earlier of (x) 30 days following writtennotification from Contributor to Buyer thereof and (y) the Outside Date;

(c) at any time before Closing, by Buyer, by written notice to Contributor, if (i) Contributor or the Company has breachedits representations, warranties, covenants or agreements under this Agreement and such breach would or does result in the failure tofulfill any condition expressly set forth in Article VII and (ii) such breach has not been cured by the earlier of (A) 30 days followingwritten notification from Buyer to Contributor or the Company thereof and (B) the Outside Date;



(d) at any time before Closing, by Buyer or Contributor, by written notice to the Parties, if Closing has not occurred on orbefore February 28, 2018 (the �Outside Date�);

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(e) at any time before the Closing, by Buyer or Contributor, by written notice to the Parties, if the Alta Mesa ContributionAgreement shall have been terminated in accordance with its terms; or

(f) by mutual written consent of Buyer and Contributor;

provided, however, that neither Contributor nor Buyer shall be entitled to terminate this Agreement under Sections 9.1(b), 9.1(c) or9.1(d) as applicable, if Contributor or Buyer, respectively, is then in breach of any of its representations, warranties or covenants setforth in this Agreement, and such breach would or does, assuming Closing were to occur on the proposed date of termination, result inthe failure to fulfill any condition expressly set forth in Article VII or Article VIII, as applicable, or to otherwise consummate theClosing on or prior to the Outside Date.


(a) If this Agreement is validly terminated pursuant to Section 9.1, subject to the last sentence of this Section 9.2, thisAgreement shall become void and of no further force or effect, provided that, notwithstanding anything herein to the contrary, Article I,Sections 6.2(b), 6.8, 6.12(f), the last sentence of 6.13, this Article IX and Article XI, along with any obligation or covenant thatotherwise expressly survives, will survive any such termination. The Confidentiality Agreement shall not be affected by a terminationof this Agreement. Nothing in this Section 9.2, however, shall be deemed to extinguish any right or remedy of any Party that shall haveaccrued hereunder prior to any such termination, or release any Party from any liability for any Willful and Material Breach by suchParty of the terms and provisions of this Agreement prior to such termination.

9.3 Specific Performance. Each of Contributor and Buyer acknowledges that the other would be damaged irreparably ifthe obligations of Contributor or Buyer, as applicable, under this Agreement to be performed at or in connection with, or following, theClosing are not performed in accordance with their specific terms or otherwise breached. Accordingly, the Parties agree that, in lieu oftermination of this Agreement as contemplated in Section 9.1, following the Closing, Contributor and Buyer may seek to enforcespecifically the express obligations of the other under this Agreement or in connection with the Closing.

ARTICLE XINDEMNIFICATION; WAIVERS; LIMITATIONS ON LIABILITY

10.1 Indemnity. From and after Closing:

(a) Contributor shall indemnify, defend and hold harmless Buyer and each of its Affiliates and their respectiveRepresentatives (collectively, the �Buyer Indemnified Parties�) from and against any Losses incurred or suffered by any BuyerIndemnified Parties (whether such Losses relate to a Direct Claim or Third Party Claim) arising out of, related to or resulting from:

(i) any breach or inaccuracy of any representation or warranty of Contributor or the Company in Article III orArticle IV or in any Closing Certificate delivered pursuant to

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Section 2.4(e) or Section 2.4(f) (as though any such representation and warranty were made as of the Closing, except to the extent arepresentation and warranty is expressly made as of an earlier date, in which case only as of such earlier date);

(ii) any breach of any covenant or agreement of Contributor or covenant or agreement to be performed by theCompany prior to or at the Closing, in each case, contained in this Agreement;

(iii) Contributor Taxes;



(iv) the Engagement Letters; and

(v) indemnification claims made by Operator against the Company after the Closing pursuant to the OperatorAgreement.

(b) Buyer shall indemnify, defend and hold harmless Contributor and each of its Affiliates and its Representatives(collectively, the �Contributor Indemnified Parties�) from and against all Losses incurred or suffered by any Contributor IndemnifiedParties (whether such Losses relate to a Direct Claim or Third Party Claim) arising out of, related to or resulting from:

(i) any breach or inaccuracy as of Closing of any representation or warranty of Buyer contained in Article V ofthis Agreement or in the Closing Certificate delivered by Buyer (as though made as of Closing, except to the extent a representation andwarranty is expressly made as of an earlier date, in which case only as of such earlier date); and

(ii) any breach of any covenant or agreement of Buyer or covenant or agreement to be performed by theCompany after the Closing, in each case, contained in this Agreement.

10.2 Limitations of Liability. Notwithstanding anything in this Agreement to the contrary:

(a) The respective representations, warranties, covenants and agreements of Contributor, the Company and Buyercontained in this Agreement (or in any Closing Certificate), shall survive the Closing Date through and including eighteen (18) monthsfollowing the Closing Date (the �Expiration Date�); provided that the foregoing shall not apply to any covenants or agreements that bytheir terms are to be performed solely after the Closing. No Party shall have any liability for Indemnity Claims made under Section 10.1with respect to any such representation, warranty, covenant or agreement (other than covenants or agreements to be performed afterClosing) unless a written notice of an Indemnity Claim (describing in reasonable detail such Indemnity Claim, including an estimate ofLosses attributable to such Indemnity Claim to the extent then available) is provided prior to the Expiration Date.

(b) Contributor shall have no liability under Section 10.1(a)(i) in connection with any single item (or series of itemsarising from the same or substantially similar facts or circumstances) that results in Losses of less than $250,000 (the �De MinimisThreshold�).

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(c) Contributor shall have no liability under Section 10.1(a)(i) until the aggregate amount of all Losses (excluding forpurposes of calculating the Deductible Amount all individual Losses that do not satisfy the De Minimis Threshold) equals or exceeds$40,000,000 (the �Deductible Amount�), in which event Contributor shall be liable for Losses only to the extent they are in excess ofthe Deductible Amount.

(d) In no event shall the liability of the Contributor under Section 10.1(a) exceed the value of the Reserved Unitsdetermined in accordance with Section 10.7(b) (the �Cap Amount�).

(e) Buyer shall have no liability under Section 10.1(b)(i) in connection with any single item (or series of items arisingfrom the same or substantially similar facts or circumstances) that results in Losses of less than the De Minimis Threshold.

(f) Buyer shall have no liability under Section 10.1(b)(i) until the aggregate amount of all Losses (excluding for purposesof calculating the Deductible Amount all individual Losses that do not satisfy the De Minimis Threshold) equals or exceeds theDeductible Amount, in which event Buyer shall be liable for Losses only to the extent they are in excess of the Deductible Amount.

(g) In no event shall Buyer�s aggregate liability under Section 10.1(b)(i) exceed the Cap Amount.

(h) If Buyer becomes aware of any breach by Contributor or the Company of any representation, warranty, covenant oragreement in this Agreement, Buyer must give written notice to Contributor within a reasonable period of time after becoming aware ofsuch breach; provided that the failure to provide such notice shall not relieve any Party of liability hereunder except to the extent thedefense of a matter is materially prejudiced by the failure to provide such notice.



(i) If Contributor becomes aware of any breach by Buyer of any representation, warranty, covenant or agreement in thisAgreement, Contributor must give written notice to Buyer within a reasonable period of time after becoming aware of such breach;provided that the failure to provide such notice shall not relieve any Party of liability hereunder except to the extent the defense of amatter is materially prejudiced by the failure to provide such notice.

(j) Notwithstanding anything in this Section 10.2 to the contrary, (i) in no event will the limitations set forth in Sections10.2(a) through (d) apply in the event of Fraud by Contributor, the Company or any of their respective Affiliates, and (ii) in no eventwill the limitations set forth in Section 10.2(a) or Sections 10.2(e) through (g) apply in the event of Fraud by Buyer or any of itsAffiliates.

(k) The Party seeking indemnification hereunder shall have a duty to use commercially reasonable efforts to mitigate anyLoss in connection with this Agreement.

(l) If any Reserved Units are transferred to any Buyer Indemnified Party in respect of an Indemnity Claim brought byBuyer pursuant to Section 10.1 and such Buyer Indemnified Party subsequently recovers, directly or indirectly, from any other Personany amount in respect of the Losses underlying such Indemnity Claim, then Buyer shall, or shall cause such Buyer

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Indemnified Party to, promptly return to Contributor Reserved Units that have a value equal to the amount so recovered, with such valuebeing determined in accordance with Section 10.7(b).

(m) Contributor shall have no liability pursuant to this Agreement in respect of and to the extent of any item or any Lossesthat have been reflected as a Current Liability in Net Working Capital as finally determined pursuant to Section 2.6.

(n) Contributor and Buyer acknowledge that, except with respect to the enforcement of covenants to be performed afterthe Closing, after Closing the surrender, release or transfer of Reserved Units pursuant to the terms of this Agreement shall be adequatecompensation for breach of any representation, warranty, covenant or agreement contained in this Agreement or for any other Claimarising in connection with or with respect to the Transactions. As the surrender, release or transfer of Reserved Units shall be adequatecompensation, Buyer and Contributor hereby waive any right to rescind this Agreement or any of the Transactions.

(o) References to Material Adverse Effect and other materiality qualifications shall be disregarded solely for purposes ofcalculating Losses with respect to which one Party indemnifies any Indemnitee pursuant to Section 10.1. For the avoidance of doubt,such references shall not be disregarded in determining whether a breach by a Party of any of its representations made herein orhereunder has occurred.

10.3 Waivers of Representations.

(a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IT IS THE EXPLICITINTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF CONTRIBUTOR, THE COMPANY, BUYEROR ANY OF THEIR RESPECTIVE AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES HAS MADE OR IS MAKINGANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING ANYIMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY ORFITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE CONTRIBUTED INTERESTS, THE COMPANY OR ITSASSETS, THE PARTNERSHIP, OR ANY PART THEREOF, EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIESEXPRESSLY MADE BY CONTRIBUTOR IN ARTICLE III, THE COMPANY IN ARTICLE IV AND BUYER IN ARTICLE V. INPARTICULAR, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, NONE OF CONTRIBUTOR, THE COMPANY ORANY OF THEIR RESPECTIVE AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES MAKES ANY REPRESENTATIONOR WARRANTY REGARDING ANY (X) TAX MATTERS EXCEPT AS EXPRESSLY MADE BY THE COMPANY INARTICLE IV, OR (Y) ENVIRONMENTAL MATTERS EXCEPT AS EXPRESSLY MADE BY THE COMPANY IN ARTICLE IVOR (Z) EMPLOYMENT MATTERS EXCEPT AS EXPRESSLY MADE BY THE COMPANY IN ARTICLE IV AND NONE OFCONTRIBUTOR, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR THEIR RESPECTIVEREPRESENTATIVES MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY FINANCIALPROJECTIONS OR FORECASTS RELATING TO THE COMPANY OR ITS ASSETS.



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(b) EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY CONTRIBUTOR INARTICLE III AND THE COMPANY IN ARTICLE IV, CONTRIBUTOR�S INTERESTS IN THE CONTRIBUTED INTERESTSARE BEING TRANSFERRED HEREUNDER TO BUYER �AS IS, WHERE IS, WITH ALL FAULTS,� AND CONTRIBUTOR, THECOMPANY AND THEIR RESPECTIVE AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES EXPRESSLY DISCLAIMALL REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION,VALUE OR QUALITY OF THE COMPANY OR ITS ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKSAND OTHER INCIDENTS OF THE COMPANY OR ITS ASSETS.

(c) EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY BUYER INARTICLE V, THE EQUITY CONSIDERATION AND THE SHARES OF BUYER CLASS C COMMON STOCK ARE BEINGISSUED TO CONTRIBUTOR �AS IS, WHERE IS, WITH ALL FAULTS,� AND BUYER, THE PARTNERSHIP AND THEIRRESPECTIVE AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES EXPRESSLY DISCLAIM ALLREPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION,VALUE OR QUALITY OF BUYER, THE PARTNERSHIP, THE EQUITY CONSIDERATION, BUYER CLASS C COMMONSTOCK OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF BUYER AND THEPARTNERSHIP.

(d) BUYER ACKNOWLEDGES THAT THE REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR SETFORTH IN ARTICLE III AND THE COMPANY SET FORTH IN ARTICLE IV AND IN ANY CLOSING CERTIFICATES OFCONTRIBUTOR OR THE COMPANY ARE THOSE ONLY OF CONTRIBUTOR OR THE COMPANY, AS APPLICABLE, ANDNOT OF ANY OTHER PERSON, INCLUDING ANY AFFILIATE OR REPRESENTATIVE OF CONTRIBUTOR, THE COMPANYOR ANY OF THEIR RESPECTIVE AFFILIATES.

(e) CONTRIBUTOR ACKNOWLEDGES THAT THE REPRESENTATIONS AND WARRANTIES OF BUYER SETFORTH IN ARTICLE V AND IN ANY CLOSING CERTIFICATE OF BUYER ARE THOSE ONLY OF BUYER, AND NOT OFANY OTHER PERSON, INCLUDING ANY AFFILIATE OR REPRESENTATIVE OF BUYER OR ANY OF THEIR RESPECTIVEAFFILIATES.

10.4 Waiver of Remedies.

(a) The Parties hereby agree that, other than in the case of Fraud or claims to enforce the performance of covenantsexpressly required to be performed, in whole or in part, after the Closing, no Party shall have any liability, and no Party shall (and eachParty shall cause its respective Affiliates not to) make any Claim, for any Loss or any other matter, under, relating to or arising out ofthis Agreement (including breach of representation, warranty, covenant or agreement) or any other document, agreement, certificate orother instrument delivered pursuant hereto, whether based on contract, tort, strict liability, other Laws or otherwise, except as expresslyprovided in Section 9.2 and this Article X.

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(b) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NO PARTY SHALL BELIABLE TO ANY OTHER PARTY OR ITS AFFILIATES FOR CONSEQUENTIAL DAMAGES EXCEPT TO THE EXTENT SUCHCONSEQUENTIAL DAMAGES ARE THE NATURAL, PROBABLE AND REASONABLY FORESEEABLE RESULT OF THEEVENT GIVING RISE TO SUCH DAMAGES AND NOT BASED ON ANY SPECIAL CIRCUMSTANCES OF SUCH OTHERPARTY OR ITS AFFILIATES (�Non-Reimbursable Damages�); PROVIDED, HOWEVER, IN NO EVENT SHALL THISSECTION 10.4(b) BE A LIMITATION ON ANY OBLIGATION OF A PARTY HEREUNDER WITH RESPECT TO A THIRDPARTY CLAIM RELATING TO SUCH OBLIGATION.

(c) Notwithstanding anything in this Agreement to the contrary, other than in the case of Fraud, (i) no Representative orAffiliate of Contributor (nor any Representative of any such Affiliate or any Person directly or indirectly owning any interest inContributor) shall have any Liability to Buyer or any other Person as a result of the breach of any representation, warranty, covenant,agreement or obligation of Contributor in this Agreement or in any Closing Certificate delivered by Contributor, and (ii) no



Representative or Affiliate of Buyer (nor any Representative of any such Affiliate or any Person directly or indirectly owning anyinterest in Buyer) shall have any Liability to Contributor or any other Person as a result of the breach of any representation, warranty,covenant or agreement of Buyer in this Agreement or in any Closing Certificate delivered by Buyer.

10.5 Procedure with Respect to Third-Party Claims.

(a) If any Buyer Indemnified Party or Contributor Indemnified Party (each, an �Indemnitee�) becomes subject to apending or threatened Claim of a third party (a �Third Party Claim�) and Buyer or Contributor, as applicable (the �Claiming Party�),believes such Indemnitee has an Indemnity Claim against the other Party (the �Responding Party�) as a result, then the Claiming Partyshall promptly notify the Responding Party in writing of the basis for such Indemnity Claim setting forth the nature of the Third PartyClaim and the amount thereof in reasonable detail. The failure of the Claiming Party to so notify the Responding Party shall not relievethe Responding Party of liability hereunder except to the extent that the defense of such Third Party Claim is materially prejudiced bythe failure to give such notice.

(b) If any Third Party Claim is brought by a third party against an Indemnitee and the Claiming Party gives notice to theResponding Party pursuant to Section 10.5(a), the Responding Party shall be entitled to participate in such Third Party Claim and, if theResponding Party wishes, the Responding Party may elect to control the defense of such Third Party Claim (such election to be withoutprejudice to the right of the Responding Party to dispute whether such Third Party Claim is for indemnifiable Losses under thisArticle X), if (i) the Responding Party provides written notice to the Claiming Party that the Responding Party intends to undertake suchdefense and (ii) the Responding Party conducts the defense of such Third Party Claim actively and diligently with counsel reasonablysatisfactory to the Claiming Party. The Claiming Party shall, in its sole discretion, have the right to employ separate counsel (who maybe selected by the Claiming Party in its sole discretion) in any such action and to participate in (but not control) the defense orsettlement thereof, and the fees and expenses of such counsel shall be paid by such Claiming Party. The Claiming Party shall cooperatereasonably with the

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Responding Party and its counsel in the defense or compromise of such Third Party Claim. If the Responding Party assumes thedefense of a Third Party Claim, no compromise or settlement of such Third Party Claim may be effected by the Responding Partywithout the Claiming Party�s consent unless (A) there is no finding or admission of any violation of Law or any violation of the rightsof any Person and no effect on any other Claims that may be made against the Claiming Party, (B) the sole relief provided is monetarydamages that (1) in the event that Buyer is the Responding Party, are fully covered by the Responding Party, or (2) in the event thatContributor is the Responding Party, the amount of such monetary damages is no greater than the value of the Reserved Units with suchvalue being determined in accordance with Section 10.7(b), and Contributor transfers a number of Reserved Units to the Partnershipwith a value equal to the amount of such monetary damages at the time the compromise or settlement is effected with such value beingdetermined in accordance with Section 10.7(b).

(c) If notice is given to the Responding Party of the commencement of any Third Party Claim and the Responding Partydoes not, within 30 days after the Claiming Party�s notice is given pursuant to Section 10.5(a), give notice to the Claiming Party of itselection to control the defense of such Third Party Claim, or if any of the conditions set forth in clauses (i) and (ii) ofSection 10.5(b) become unsatisfied, then the Claiming Party shall (upon notice to the Responding Party) have the right to control thedefense, compromise or settlement of such Third Party Claim; provided, however, that the Responding Party shall, subject to thelimitations of liability set forth herein, reimburse the Claiming Party for the costs of defending against such Third Party Claim(including reasonable attorneys� fees and expenses) and shall, subject to the limitations of liability set forth herein, remain otherwiseresponsible for any liability with respect to amounts arising from or related to such Third Party Claim, in both cases to the extent it isultimately determined that such Responding Party is liable with respect to such Third Party Claim for a breach under this Agreement;provided, further, that the Claiming Party may not effect any such compromise or settlement without the consent of the RespondingParty (which consent shall not be unreasonably withheld, denied or delayed). The Responding Party may elect to participate in suchThird Party Claim at any time at its own expense.

10.6 Procedure with Respect to Direct Claims. Promptly after any Claiming Party comes to believe that its relatedIndemnitee has an Indemnity Claim against a Responding Party which does not involve a Third Party Claim (a �Direct Claim�), theClaiming Party shall notify the Responding Party in writing of such Direct Claim and specify in such notice the basis for such DirectClaim setting forth the nature of the Claim and, to the extent known, the amount thereof in reasonable detail. Any failure of a Claiming



Party to so notify a Responding Party shall not relieve the Responding Party of liability hereunder except to the extent that the defenseof such Direct Claim is materially prejudiced by the failure to give such notice.

10.7 Payments of Indemnity Amounts.

(a) Subject to the limitations in Section 10.2, promptly and in no event later than five (5) Business Days after the amountpayable, if any, by Buyer to a Contributor Indemnified Party in connection with an Indemnity Claim is finally determined in accordancewith this Agreement, Buyer will pay to each relevant Contributor Indemnified Party such amount, by wire transfer of immediatelyavailable funds (or as otherwise directed pursuant to any final and nonappealable

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Order or as otherwise agreed by the Claiming Party and the Responding Party) to an account designated by such ContributorIndemnified Party.

(b) Promptly and in no event later than five (5) Business Days after the amount payable, if any, by Contributor to a BuyerIndemnified Party in connection with an Indemnity Claim, subject to the limitations in Section 10.2, or to the Partnership in connectionwith the Excess Adjustment Amount, as applicable, is finally determined in accordance with this Agreement (the �Valuation Date�),Contributor shall surrender to such Buyer Indemnified Party (including, for the avoidance of doubt, the Partnership) Common Unitswith a value equal to such finally determined amount (valued in accordance with this Section 10.7(b)). On the Valuation Date, the valueof a Common Unit shall be equal to the volume-weighted average price of a share of Buyer Class A Common Stock on the NASDAQfor the 20 trading days immediately prior to the Valuation Date, as reported by Bloomberg. For the avoidance of doubt, any transfer ofReserved Units by Contributor to a Buyer Indemnified Party (including, for the avoidance of doubt, the Partnership) shall include theapplicable number of Common Units and a corresponding number of shares of Buyer Class C Common Stock, with all value beingascribed to the Common Units and no value being ascribed to the shares of Buyer Class C Common Stock. If the Buyer IndemnifiedParty receiving the Reserved Units is either the Partnership or Buyer, then the Partnership and Buyer, simultaneously with such release,will cancel the applicable Common Units and shares of Buyer Class C Common Stock, respectively.

(c) Except as otherwise provided in this Section 10.7(c), prior to the Expiration Date, Contributor shall retain and nottransfer, or assign, to any Person or pledge or otherwise subject to any Lien, other than to a Buyer Indemnified Party in accordance withthis Article X or the Partnership in accordance with Section 2.6, 16,000,000 Common Units and 16,000,000 shares of Buyer Class CCommon Stock (collectively, the �Reserved Units� and each reference to a �Reserved Unit� meaning one Common Unit and one shareof Buyer Class C Common Stock). To the extent certificated, the Reserved Units shall be imprinted with a legend sufficient to identifythe restriction on transfer thereof set forth in this Section 10.7(c) (the �Restrictive Legend�). The restriction on transfer set forth in thefirst sentence of this Section 10.7(c) shall terminate with respect to, and the Restrictive Legend shall be removed from, (i) 8,000,000Reserved Units upon the first (1st) anniversary of the Closing Date and (ii) any remaining Reserved Units upon the Expiration Date;provided, however, that such restrictions on transfer shall not be terminated with respect to, and the Restrictive Legend shall not beremoved from, the Reserved Units equal in value (valued in accordance with this Section 10.7(c) to the amount of Losses asserted withrespect to any Indemnity Claim in accordance with this Agreement that is asserted prior to any such date and is still pending on anysuch date (a �Pending Claim�); provided, further, that a Pending Claim shall cease to be a Pending Claim upon the date that is 90 daysfollowing the date the Indemnity Claim to which such Pending Claim relates is asserted, unless Buyer shall have initiated a Proceedingin respect of such Indemnity Claim prior to such date. Upon the resolution of each Pending Claim (or upon such Pending Claim ceasingto be a Pending Claim), subject to the occurrence of the Expiration Date, the restriction on transfer set forth in the first sentence of thisSection 10.7(c) shall terminate with respect to, and the Restrictive Legend shall be removed from, any Reserved Units not required to betransferred to a Buyer Indemnified Party as payment with respect to such Pending Claim. In the event that the restriction on transfer setforth in the first sentence of this Section 10.7(c) shall terminate with

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respect to, and the Restrictive Legend is removed from, a Reserved Unit, Contributor shall be permitted to transfer such Reserved Unitin accordance with the A&R LP Agreement, the Common Unit and share of Buyer Class C Common Stock formerly comprising suchReserved Unit shall cease to constitute a Reserved Unit and such Common Unit and share of Buyer Class C Common Stock shall nolonger be available to the Buyer Indemnified Parties to satisfy an Indemnity Claim by any of them.



10.8 Exclusive Remedy. Notwithstanding anything to the contrary contained in this Agreement, except in the case ofFraud, (a) this Article X shall be the sole remedy of the Buyer Indemnified Parties following the Closing for any Losses arising out of,in connection with or related to this Agreement or the Transactions and (b) the Reserved Units shall be the sole source of payment to theBuyer Indemnified Parties for any Losses arising out of, in connection with or related to this Agreement or the Transactions (regardlessof whether the value of the Reserved Units is sufficient to cover any such Losses); provided that this Section 10.8 shall not apply to anyclaims arising out of, in connection with or related to the Ancillary Agreements.

10.9 Waiver of Claims.

(a) Contributor and each Contributor Member each hereby waives, acquits, forever discharges and releases, effective as ofthe Closing, on behalf of itself, and its past, present and future stockholders, partners, members and Representatives and each of theirrespective successors and assigns (collectively, their respective �Related Persons�), to the fullest extent permitted by Law, any and allProceedings, causes of action, damages, judgments, Liabilities and rights against the Company, whether absolute or contingent,liquidated or unliquidated, known or unknown, determined, determinable or otherwise, that Contributor and each Contributor Memberor any of their Related Persons has ever had, may now or hereafter have to the extent, and only to the extent, arising from facts,occurrences or circumstances existing at or prior to the Closing, in each case, relating to the Company or its business, includingpursuant to the Company LLC Agreement (and any breaches thereof)whether in law or in equity, in contract, in tort or otherwise, in anycapacity, including any claims to any additional Interests in the Company or any distributions or payments (as consideration of servicesor otherwise) from the Company by reason of any matter, cause or thing whatsoever (the �Contributor Released Claims�); provided,that, notwithstanding the foregoing, the Contributor Released Claims shall not include any cause of action, damage, judgment, liabilityor right pursuant to this Agreement as provided for and limited by this Article X or in the event of Fraud. Contributor and eachContributor Member agrees not to, and to cause its respective Related Persons not to, assert any Proceeding against Buyer or any of itsAffiliates with respect to the Contributor Released Claims.

(b) Each of the Buyer and the Company hereby waives, acquits, forever discharges and releases, effective as of theClosing, on behalf of itself and its past, present and future stockholders, partners, members and Representatives and each of theirrespective successors and assigns (collectively, their respective �Buyer Related Persons�), to the fullest extent permitted by Law, anyand all Proceedings, causes of action, damages, judgments, liabilities and rights against Contributor and its Related Persons, whetherabsolute or contingent, liquidated or unliquidated, known or unknown, determined, determinable or otherwise, that the Buyer or theCompany or their respective Buyer Related Persons has ever had, may now or hereafter have to the extent, and only to the extent,arising from facts, occurrences or circumstances existing at or

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prior to the Closing, in each case, relating to the ownership by Contributor or its Related Persons of the Company or the business of theCompany, including pursuant to the Company LLC Agreement or predecessor agreements (and any breaches thereof), whether in law orin equity, in contract, in tort or otherwise, in any capacity (the �Company Released Claims�); provided that, notwithstanding theforegoing, the Company Released Claims shall not include any cause of action, damage, judgment, liability or right pursuant to thisAgreement as provided for and limited by this Article X, pursuant to the Operator Agreement or in the event of Fraud. Each of theBuyer and the Company agrees not to, and to cause its respective Buyer Related Persons not to, assert any Proceeding againstContributor or its Related Persons with respect to the Company Released Claims.

10.10 Access to Information.

(a) After the Closing Date, Contributor and Buyer shall grant to each other (or their respective designees), and Buyershall cause the Company to grant to Contributor (or their respective designees), reasonable access at all reasonable times to all of theRecords of the Company in its possession or the possession of the Company to the extent such Records are necessary to Contributor inconnection with any investigation or audit by a Governmental Authority or any claim or dispute by or with any Person other than Buyeror the Company. Buyer shall maintain, and shall cause the Company to maintain, such Records until the seventh anniversary of theClosing Date (or for such longer period of time as Contributor shall advise Buyer is necessary in order to have Records available withrespect 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 shall maintain any of the Records designated by Contributor or its Representatives until such claim or dispute is finally resolved



and the time for all appeals has been exhausted. Notwithstanding anything herein to the contrary, in the event of a dispute between theParties, the furnishing of, or access to, the Records shall be subject to applicable rules relating to discovery.

(b) Contributor and its Affiliates may retain a copy of all data room materials and all books and records prepared inconnection with the transaction contemplated by this Agreement, including (i) copies of any books and records which may be relevantin connection with the defense of disputes arising hereunder and (ii) copies of all financial information and all other accounting booksand records prepared or used in connection with the preparation of financial statements of the Company; provided that all such materialshall be Confidential Information for purposes of Section 6.8(b). This Section 10.10(b) shall survive Closing.

ARTICLE XIMISCELLANEOUS

11.1 Notice.

(a) All notices, requests, demands, and other communications required or permitted to be given or made hereunder byBuyer or Contributor (each a �Notice�) shall be in writing and shall be deemed to have been duly given or made if (a) deliveredpersonally, (b) transmitted by first class registered or certified mail, postage prepaid, return receipt requested, (c) delivered by prepaidovernight courier service or (d) delivered by e-mail of a PDF document, in each case, to

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Buyer and Contributor at the addresses set forth on Schedule 11.1 (or at such other addresses as shall be specified by Buyer andContributor by similar notice).




11.4 Disclosure. Unless the context otherwise requires, all capitalized terms used in the Schedules shall have therespective meanings assigned to such terms in this Agreement. Neither the Schedules, the exhibits nor any disclosure made in or byvirtue of them constitutes or implies any representation, warranty, or covenant by Contributor, the Company or Buyer not expressly setout in the Agreement, and neither the Schedules, the exhibits, nor any such disclosure has the effect of, or may be construed as, addingto, broadening, deleting from or revising the scope of any of the representations, warranties, or covenants of Contributor, the Companyor Buyer in the Agreement. Any item or matter disclosed or listed on any particular Schedule is deemed to be disclosed or listed on anyother Schedule to the extent it is reasonably apparent that such item relates or is applicable to, or is properly disclosed under, such otherSchedule or the section of this Agreement to which such other Schedule corresponds, notwithstanding the fact that the Schedules arearranged to correspond to the sections of the Agreement, that a particular section of this Agreement makes reference to a particularSchedule, or that a particular representation, warranty or covenant in this Agreement may not make reference to a Schedule. Mattersreflected in the Schedules are not necessarily limited to matters required by the Agreement to be reflected in the Schedules. The factthat any item of information is contained in the Schedules is not an admission of liability under any applicable Law, and does not meanthat such information is material, but rather is intended only to qualify the representations, warranties and covenants in the Agreementand to set forth other information required by the Agreement. Neither the specification of any dollar amount in any representation,warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Schedules is intended to imply that suchamount, or a higher or lower amount, or the item so included, or any other item, is or is not material, and no Party shall use thespecification of any such amount or the inclusion of any such item in any dispute or controversy between or among the Parties as towhether any obligation, item or matter not described herein or included in the Schedules is or is not material for purposes of this



Agreement. The information set forth on the Schedules or exhibits shall not be used as a basis for interpreting the terms �material�,�materially�, �materiality�, �Material Adverse Effect�, or any similar qualification in this

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Agreement. Neither the specification of any item or matter in any representation, warranty or covenant contained in this Agreement northe inclusion of any specific item in the Schedules is intended to imply that such item or matter, or another item or matter, is or is not inthe ordinary course of business, and no Party shall use the specification or the inclusion of any such item or matter in any dispute orcontroversy between or among the Parties as to whether any obligation, item or matter described or not described herein or included ornot included in the Schedules is or is not in the ordinary course of business for purposes of the Agreement. Headings have been insertedin the Schedules for reference only and do not amend the descriptions of the disclosed items set forth in the Agreement.

11.5 Waiver. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefitthereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waivingsuch term or condition. No waiver by any Party of any term or condition of this Agreement, in any one or more instances, shall bedeemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. Allremedies, either under this Agreement or by Law, will, subject to Section 10.4, be cumulative and not alternative.

11.6 Amendment. This Agreement may be amended, supplemented or modified only by a written instrument dulyexecuted by Contributor and Buyer.

11.7 No Third Party Beneficiary. Except for the provisions of Sections 6.2(b), 6.6 and Article X (which are intended to befor the benefit of the Persons identified therein), the terms and provisions of this Agreement are intended solely for the benefit of theParties and their respective successors or permitted assigns, and it is not the intention of the Parties to confer third party beneficiaryrights upon any other Person; provided that only Buyer and Contributor (and their respective successors and assigns) will have the rightto enforce the provisions of this Agreement on its behalf or on behalf of any of its related indemnitees (but shall not be obligated to doso).

11.8 Assignment; Binding Effect. Any Party may assign its rights and obligations hereunder to an Affiliate but suchassignment shall not release such Party from its obligations hereunder. Except as provided in the preceding sentence, neither thisAgreement nor any right, interest or obligation hereunder may be assigned by any Party without the prior written consent of the otherParty, and any attempt to do so will be void, except for assignments and transfers by operation of Law. Subject to this Section 11.8, thisAgreement is binding upon, inures to the benefit of and is enforceable by the Parties and their respective successors and permittedassigns.



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(a) This Agreement shall be governed by and construed in accordance with the Laws of the State of Texas (without regardto any conflict of laws principles thereof). Each of the Parties irrevocably agrees that any legal action or proceeding with respect to thisAgreement or the Transactions shall be brought and determined by courts of the State of Texas located in Harris County and the federalcourts of the United States of America located in the State of Texas, Southern District, and each of the Parties irrevocably submits to theexclusive jurisdiction of such courts solely in respect of any legal proceeding arising out of or related to this Agreement. The Partiesfurther agree that the Parties shall not bring suit with respect to any disputes arising out of this Agreement or the Transactions in anycourt or jurisdiction other than the above specified courts; provided, however, that the foregoing shall not limit the rights of the Partiesto obtain execution of judgment in any other jurisdiction. The Parties further agree, to the extent permitted by Law, that a final andnonappealable judgment against a Party in any action or proceeding contemplated above shall be conclusive and may be enforced in anyother jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence ofthe fact and amount of such judgment.


11.13 Trust Account Waiver. Reference is made to the final prospectus of Buyer, filed with the SEC (File No. 333-216409)(the �Prospectus�), and dated as of March 23, 2017. Each of Contributor, the Contributor Members and the Company acknowledgesthat it has read the Prospectus and understands that Buyer has established the Trust Account containing the proceeds of its initial publicoffering (the �IPO�) and from certain private placements occurring simultaneously with the IPO initially in an amount of approximately$1,035.0 million for the benefit of Buyer�s public stockholders and certain parties (including the underwriters of the IPO) and thatBuyer may disburse monies from the Trust Account only: (a) to Buyer�s public stockholders in the event they elect to exercise theirBuyer Stockholder Redemption Right, (b) to Buyer�s public stockholders if Buyer fails to consummate a Business Combination withintwenty-four (24) months from the closing of the IPO, (c) to pay any income taxes with any interest earned on the amounts held in theTrust Account or (d) to Buyer after or concurrently with the consummation of a Business Combination. For and in consideration ofBuyer entering into this Agreement with Contributor, the Contributor Members and the Company regarding the Transactions, and forother good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of Contributor, theContributor Members and the Company hereby agrees on behalf of itself and its Affiliates that, notwithstanding any provision of thisAgreement to the contrary, it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or toany monies in the Trust Account or distributions therefrom, or make

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any claim against, the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to,any proposed or actual business relationship between Buyer, Contributor, any of the Contributor Members or the Company, thisAgreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legalliability. Each of Contributor, the Contributor Members and the Company hereby irrevocably waives any such claims it may haveagainst the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations,contracts or agreements with Buyer and will not seek recourse against the Trust Account (including any distributions therefrom) for anyreason whatsoever (including for an alleged breach of this Agreement). Each of Contributor, the Contributor Members and the Companyagrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Buyer to induce it toenter in this Agreement, and each of Contributor, the Contributor Members and the Company further intends and understands suchwaiver to be valid, binding and enforceable under applicable Law. To the extent Contributor, any of the Contributor Members or theCompany commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating toBuyer, which proceeding seeks, in whole or in part, monetary relief against Buyer, Contributor, such Contributor Members or theCompany hereby acknowledges and agrees its sole remedy shall be against funds held outside of the Trust Account and that such claimshall not permit Contributor, such Contributor Members or the Company (or any party claiming on such Person�s behalf) to have anyclaim against the Trust Account (including any distributions therefrom) or any amounts contained therein; provided, that (i) nothingherein shall serve to limit or prohibit Contributor�s, the Contributor Members� or the Company�s right to pursue a claim against Buyerfor legal relief against assets held outside the Trust Account, for specific performance or other equitable relief, and (ii) nothing hereinshall serve to limit or prohibit any claims that the Contributor or the Company may have in the future against Buyer�s assets or fundsthat are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have beenpurchased or acquired with any such funds). In the event Contributor, any of the Contributor Members or the Company or any of theirrespective Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matterrelating to Buyer, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom)or Buyer�s public stockholders, whether in the form of money damages or injunctive relief, Buyer shall be entitled to recover from



Contributor, such Contributor Member or the Company, as applicable, the associated legal fees and costs in connection with any suchaction, in the event Buyer prevails in such action or Proceeding.

11.14 Attorney Waiver. Buyer agrees, on its own behalf and on behalf of its Subsidiaries and Representatives (including theCompany following Closing), that, following Closing, Bracewell LLP may serve as counsel to Contributor and its Affiliates inconnection with any matters related to this Agreement and the Transactions, including any dispute arising out of or relating to thisAgreement and the Transactions, notwithstanding any representation by Bracewell LLP of the Company prior to the Closing Date.Buyer, on behalf of itself and its Subsidiaries and Representatives (including the Company after Closing) hereby (a) consents toBracewell LLP�s representation of Contributor and Contributor�s Affiliates in connection with any matters related to this Agreementand the Transactions, (b) waives any Claim it has or may have that Bracewell LLP has a conflict of interest or is otherwise prohibitedfrom engaging in such representation based on its representation of the Company prior to Closing and (c) agrees

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that, in the event that a dispute arises between Buyer and/or the Company or any of Buyer�s or the Company�s respective Affiliates, onthe one hand, and Contributor and/or Contributor�s Affiliates, on the other hand, Bracewell LLP may represent Contributor and/orContributor�s Affiliates in such dispute even though the interests of Contributor and Contributor�s Affiliates may be directly adverse toBuyer or the Company or any of Buyer�s or the Company�s respective Affiliates and even though Bracewell LLP may have representedthe Company in a matter substantially related to such dispute. Buyer further agrees that, as to all communications among BracewellLLP, the Company, Contributor or their respective Affiliates and Representatives prior to Closing that relate in any way to thisAgreement or the Transactions, the attorney-client privilege belongs, to the extent such privilege exists, to Contributor and its Affiliatesand may be controlled by Contributor and its Affiliates and will not, with respect to such privileged communications, pass to or beclaimed by Buyer or the Company or any of Buyer�s or the Company�s respective Affiliates. To the extent that Buyer, the Company, orany of Buyer�s or the Company�s respective Affiliates has or maintains any ownership of the privilege with respect to thesecommunications, Buyer agrees (on behalf of itself), except as may be required by applicable Law, not to waive or to attempt to waivethe privilege without the express written approval of Contributor. Notwithstanding the foregoing, in the event that a dispute arisesbetween Buyer or the Company, on the one hand, and any other Person (other than Contributor and its Affiliates), on the other hand,after Closing, the Company may assert the attorney-client privilege against such Person to prevent disclosure of confidentialcommunications by or with Bracewell LLP.


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KFM HOLDCO, LLC

By:



KINGFISHER MIDSTREAM, LLC



By: KFM Holdco, LLC

By: /s/ Michael ChristopherName: Michael ChristopherTitle: Secretary and Chief Financial Officer



By: /s/ James T. HackettName: James T. HackettTitle: Chief Financial Officer


Solely and exclusively for the limited purpose of Sections 10.9 and11.13:

ARM-M I, LLC

By: Asset Risk Management, LLC, Manager

By: /s/ Zachary D. LeeName: Zachary D. LeeTitle: Chief Executive Officer



HMS KINGFISHER HOLDCO, LLC

By: /s/ Michael A. McCabe



Name: Michael A. McCabeTitle: Chief Financial Officer and Secretary



MEZZANINE PARTNERS II DELAWARE SUBSIDIARY,LLC

By: HPS Mezzanine Partners II, LLC, as investment manager

By: HPS Investment Partners, LLC, its sole managing member

By: /s/ Dom DimitrievichName: Dom DimitrievichTitle: Managing Director



KFM OFFSHORE, LLC

By: HPS Investment Partners, LLC, as sole managing member

By: HPS Investment Partners, LLC, as managing member




KFM INSTITUTIONAL, LLC




By: HPS Investment Partners, LLC, as managing member




AP MEZZANINE PARTNERS II, L.P.


By: HPS Investment Partners, LLC, its sole managing member

By: /s/ Dom DimitrievichName: Dom DimitrievichTitle: Managing Partner



JADE REAL ASSETS FUND, L.P.

By: HPS Investment Partners, LLC, its investment member





Exhibit 2.3

Execution Version


by and between

RIVERSTONE VI ALTA MESA HOLDINGS, L.P.

and



TABLE OF CONTENTS




2.1 Contributor��s Contribution and Consideration 92.2 Closing 92.3 Closing Deliveries by Contributor 102.4 Closing Deliveries by Buyer 10

ARTICLE III REPRESENTATIONS AND WARRANTIES REGARDING CONTRIBUTOR 11

3.1 Organization 113.2 Authority 113.3 No Conflicts; Consents and Approvals 113.4 Governmental Approvals 113.5 Title to Interests 113.6 Legal Proceedings 123.7 Brokers 123.8 Accredited Investor; Investment Intent 123.9 Tax Matters 12

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER 12

4.1 Organization 124.2 Authority 12



4.3 No Conflicts 134.4 Governmental Approvals 134.5 Capital Structure 144.6 Capitalization of the General Partner and the Partnership 144.7 No Undisclosed Liabilities 154.8 SEC Documents; Controls 154.9 Legal Proceedings 164.10 Compliance with Laws and Orders 164.11 Brokers 164.12 Trust Account 164.13 Tax Matters 174.14 Information Supplied; Proxy Statement 174.15 Absence of Certain Changes or Events 174.16 No Default 174.17 Listing 174.18 Investment Company 18

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4.19 Accredited Investor; Investment Intent 184.20 Opportunity for Independent Investigation 18

ARTICLE V COVENANTS 18

5.1 Regulatory and Other Approvals 185.2 Tax Matters 195.3 Public Announcements; Confidentiality 205.4 Further Assurances 215.5 Reasonable Best Efforts 215.6 Reorganization 21

ARTICLE VI BUYER�S CONDITIONS TO CLOSING 21

6.1 Orders and Laws 216.2 HSR Act 216.3 Stockholder Approval 216.4 Concurrent Closing of Alta Mesa Contribution Agreement and Kingfisher Contribution Agreement 226.5 NASDAQ Listing 22

ARTICLE VII CONTRIBUTOR�S CONDITIONS TO CLOSING 22

7.1 Orders and Laws 227.2 HSR Act 227.3 Stockholder Approval 227.4 Concurrent Closing of Alta Mesa Contribution Agreement and Kingfisher Contribution Agreement 227.5 NASDAQ Listing 22

ARTICLE VIII TERMINATION 23




ARTICLE IX MISCELLANEOUS 23

9.1 Notice 239.2 Entire Agreement 239.3 Expenses 249.4 [Reserved] 249.5 Waiver 249.6 Amendment 249.7 No Third Party Beneficiary 249.8 Assignment; Binding Effect 249.9 Headings 249.10 Invalid Provisions 249.11 Counterparts; Facsimile 249.12 Governing Law; Venue; and Jurisdiction 25

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EXHIBITSExhibit A Form of A&R LP AgreementExhibit B Form of Registration Rights AgreementExhibit C Form of Preferred Stock DesignationExhibit D Form of Amended and Restated Certificate of IncorporationExhibit E Notice Addresses

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This Contribution Agreement dated as of August 16, 2017 (this �Agreement�) is made and entered into by and betweenRiverstone VI Alta Mesa Holdings, L.P., a Delaware limited partnership (�Contributor�), and Silver Run Acquisition Corporation II, aDelaware corporation (�Buyer�). Each of Contributor and Buyer is sometimes referred to individually in this Agreement as a �Party�and collectively in this Agreement as the �Parties.�

RECITALS

WHEREAS, between the date of this Agreement and the Closing, Contributor will acquire Units (collectively, all such Unitsheld by Contributor (and, if applicable, any Blocker Contributor (as defined below)) as of immediately prior to the Closing, the�Contributed Interests�) in Alta Mesa Holdings, LP, a Texas limited partnership (the �Company�), in exchange for capitalcontributions to the Company made by Contributor pursuant to that certain Sixth Amended and Restated Limited PartnershipAgreement of the Company, dated as of the date hereof (the �Company LPA�);





WHEREAS, subject to the terms and conditions of this Agreement, Contributor desires to make the Contributor�s Contribution(as defined below) to the Partnership in exchange for the consideration specified in this Agreement.





�1933 Act� means the Securities Act of 1933, as amended.

�A&R LP Agreement� means that certain First Amended and Restated Agreement of Limited Partnership of the Partnership, insubstantially the form attached hereto as Exhibit A.

�Affiliate� means any Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or isunder common control with the Person specified. For purposes of this definition, control of a Person means the power, direct or indirect,to direct or cause the direction of the management and policies of such Person whether through ownership of voting securities orownership interests, by contract or otherwise. For the avoidance of doubt, (i) prior to Closing, the Company shall not constitute anAffiliate of any Party and (ii) from and after Closing, the Company shall constitute an Affiliate of Buyer.


�Alta Mesa Closing� means the �Closing� as defined in the Alta Mesa Contribution Agreement.

�Alta Mesa Contribution Agreement� means that certain Contribution Agreement, dated as of the date hereof, by and amongBuyer, the Alta Mesa Contributor, High Mesa Holdings GP, LLC, a Texas limited liability company, Alta Mesa Holdings, LP, a Texaslimited partnership, Alta Mesa Holdings GP, LLC, a Texas limited liability company, and, for limited purposes set forth therein, theequity holders of the Alta Mesa Contributor named therein (as may be amended or supplemented from time to time).

�Alta Mesa Contributor� means �Contributor� as such term is defined in the Alta Mesa Contribution Agreement.

�Amended and Restated Certificate of Incorporation� has the meaning given to it in Section 6.3.



�Ancillary Agreements� means the A&R LP Agreement, the Registration Rights Agreement, the Preferred Stock Designationand any and all additional agreements, certificates, documents and instruments that may be executed or delivered by any Party at or inconnection with Closing.

�Assets� of any Person means all assets, rights, claims, Contracts, interests and properties of every kind, nature, character anddescription (whether real, personal or mixed, whether tangible or intangible, whether owned or leased and wherever situated), includingthe goodwill related thereto, operated, owned or leased by such Person.

�Bayou City� means Bayou City Energy Management, LLC, a Delaware limited liability company.

�Blocker Contributor� has the meaning given to it in Section 2.1.

�Blocker Corp� means any entity that is treated as a corporation for U.S. federal income tax purposes and controlled byRiverstone Global Energy and Power Fund VI, L.P. or any of its Affiliates that directly or indirectly holds equity interests in theCompany or securities or property issued in respect of such equity interests.

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�Buyer Class A Common Stock� means the Class A common stock of Buyer, par value $0.0001 per share.

�Buyer Class B Common Stock� means the Class B common stock of Buyer, par value $0.0001 per share.

�Buyer Class C Common Stock� has the meaning given to it in Section 2.1.

�Buyer Material Adverse Effect� means, any occurrence, condition, change, development, event, circumstance or effect that,individually or in the aggregate, (i) is or would reasonably be expected to be materially adverse to the business, properties, condition(financial or otherwise) or results of operations of Buyer and its Subsidiaries taken as a whole or (ii) prevents, materially delays ormaterially impairs the ability of Buyer to perform its obligations under this Agreement or to consummate the Transactions.



�Buyer Series A Preferred Stock� means the Series A preferred stock, par value $0.0001 per share, of Buyer to be issued toHigh Mesa Holdings, L.P., a Delaware limited partnership, pursuant to the Alta Mesa Contribution Agreement.

�Buyer Series B Preferred Stock� means the Series B preferred stock, par value $0.0001 per share, of Buyer to be issued toContributor pursuant to this Agreement.

�Buyer Stockholder Redemption Right� means the right held by holders of the shares of Buyer Class A Common Stock toredeem all or a portion of their shares of Buyer Class A Common Stock upon the consummation of a Business Combination, for a per



share redemption price of cash equal to (a) the aggregate amount then on deposit in the Trust Account as of two (2) Business Days priorto the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previouslyreleased to Buyer to pay certain Taxes, divided by (b) the number of then outstanding shares of Buyer Class A Common Stock issued inconnection with the IPO.




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�Common Units� means common units representing limited partner interests in the Partnership.

�Company� has the meaning given to it in the introduction to this Agreement.

�Company LPA� has the meaning given to it in the introduction to this Agreement.

�Confidential Information� means any and all confidential, proprietary or otherwise non-public information that(i) (x) became known by or was in the possession of Contributor on or prior to Closing and (y) pertains to the Company and itsSubsidiaries or their respective Assets, Liabilities, personnel or businesses or (ii) (x) has been disclosed to, become known by or madeavailable to Contributor on or prior to the Closing and (y) pertains to Buyer or any Affiliate or Representative of Buyer.

�Contract� means any agreement, contract, lease, sublease, license, evidence of indebtedness for borrowed money, mortgage,indenture, note, purchase order, binding bid, letter of credit, instrument, security agreement, undertaking, obligation or commitment towhich a Person is bound, whether oral or written.



�Contributor��s Contribution� has the meaning given to it in Section 2.1.

�Equity Consideration� has the meaning given to it in Section 2.1.



�Forward Purchase Agreements� means (i) the Forward Purchase Agreement between the Buyer and Riverstone VI SR IIHoldings, L.P., pursuant to which Riverstone VI SR II Holdings, L.P. agreed to purchase an aggregate of up to 40,000,000 shares of theBuyer Class A Common Stock plus an aggregate of up to 13,333,333 warrants for an aggregate purchase price of up to $400,000,000 or$10.00 per unit. and (ii) the Forward Purchase Agreement between the Buyer and Riverstone VI SR II Holdings, L.P., pursuant to whichRiverstone VI SR II Holdings, L.P. agreed to purchase an aggregate of up to 20,000,000 shares of the Buyer Class A Common Stock foran aggregate purchase price of up to $200,000,000 or $10.00 per unit.





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�Highbridge� means HPS Investment Partners, LLC, a Delaware limited liability company.




�IPO� means Buyer�s initial public offering.

�Kingfisher Closing� means the �Closing� as defined in the Kingfisher Contribution Agreement.

�Kingfisher Contribution Agreement� means that certain Contribution Agreement, dated as of the date hereof, by and amongthe Corporation, the Kingfisher Contributor, Kingfisher Midstream, LLC, a Delaware limited liability company, and, for limitedpurposes set forth therein, the equity holders of the Kingfisher Contributor named therein (as may be amended or supplemented fromtime to time).

�Kingfisher Contributors� means �Contributors� as such term is defined in the Kingfisher Contribution Agreement.

�Knowledge� means, (a) when used in a particular representation or warranty in this Agreement with respect to Contributor,the actual knowledge after reasonable inquiry of James T. Hackett, Thomas J. Walker and Robert M. Tichio and (b) when used in aparticular representation or warranty in this Agreement with respect to Buyer, the actual knowledge after reasonable inquiry of James T.Hackett, Thomas J. Walker and Stephen S. Coats.

�Laws� means all laws (including common law), statutes, rules, regulations, ordinances and orders of any GovernmentalAuthority.


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�Management� means AM Equity Holdings, LP, a Texas limited partnership.






�Party� or �Parties� means each of Buyer, the Company and Contributor.




�Preferred Stock Designation� has the meaning given to it in Section 2.4(c).

�Proceeding� means any complaint, lawsuit, action, suit, claim (including claim of a violation of Law) or other proceeding atLaw or in equity or order or ruling, in each case by or before any Governmental Authority or arbitral tribunal.

�Prospectus� means the final prospectus of Buyer, filed with the SEC (File No. 333-216409).

�Proxy Statement� means the proxy statement prepared and filed with SEC by Buyer containing the information specified inSchedule 14A of the Exchange Act with respect to the transactions contemplated by the Alta Mesa Contribution Agreement and theKingfisher Contribution Agreement.

6

�Registration Rights Agreement� means the Registration Rights Agreement by and between Contributor, the Alta MesaContributor, Buyer and the other parties thereto, in substantially the form attached hereto as Exhibit B.





�SEC Documents� has the meaning given to it in Section 4.8(a).

�Special Meeting� means the �Special Meeting� as defined in the Alta Mesa Contribution Agreement.

�Stockholder Proposals� has the meaning given to it in Section 6.3.

�Straddle Period� means any Tax period that begins before the Closing Date and ends on or after the Closing Date.



�Tax Matter� means of any inquiries, claims, assessments, audits, Tax Proceeding or similar events with respect to Taxesrelating to a Pre-Closing Tax Period of the Company or any of its Subsidiaries for which either party or any of its Affiliates may haveliability under this Agreement or otherwise.



7














8


(f) Unless otherwise indicated, with respect to the Company, the terms �ordinary course of business� or �ordinarycourse� shall be deemed to refer to the ordinary conduct of business in a manner consistent with the past practices and customs of theCompany.


2.1 Contributor��s Contribution and Consideration. Upon the terms and subject to the conditions set forth in thisAgreement, at the Closing, Contributor shall contribute, assign, transfer, convey and deliver to the Partnership, free and clear of allLiens, and Buyer shall, at the Closing, cause the Partnership to accept from Contributor, all of the Contributed Interests (the�Contributor��s Contribution�) in exchange for the issuance by the Partnership to Contributor of (a) a number of Common Units equalto the quotient (rounded up or down to the nearest whole Common Unit) of (i) the aggregate Capital Contributions (as defined in theCompany LPA) made by Contributor to the Company as of immediately prior to the Closing divided by (ii) $10.00 and (b) one share ofBuyer Series B Preferred Stock (such share of Buyer Series B Preferred Stock, together with the Common Units to be issued toContributor (and, if applicable, each Blocker Contributor) pursuant to this sentence, the �Equity Consideration�); provided, however,that in the event that Contributor has distributed or transferred any Contributed Interests to any Blocker Corp prior to the Closing (suchBlocker Corp, a �Blocker Contributor�), (i) Contributor shall cause such Blocker Contributor to contribute, assign, transfer, convey anddeliver to the Partnership, free and clear of all Liens, and Buyer shall, at the Closing, cause the Partnership to accept from such BlockerContributor, all of the Contributed Interests held by such Blocker Contributor and (ii) the Equity Consideration shall be issued toContributor and each Blocker Contributor in proportion to the respective Contributed Interests held by such party as of immediately



prior to the Closing. In addition, at the Closing, Buyer shall issue to Contributor (and, if applicable, each Blocker Contributor) a numberof shares of Class C common stock, par value $0.0001 per share, of Buyer (the �Buyer Class C Common Stock�) equal to the numberof Common Units received by Contributor (and, if applicable, each Blocker Contributor) pursuant to this Section 2.1, and Contributor(and, if applicable, each Blocker Contributor) shall separately pay Buyer an amount of cash equal to the number of shares of BuyerClass C Common Stock received multiplied by the par value for such shares.

2.2 Closing. Closing shall take place at the offices of Latham & Watkins LLP, 811 Main Street, Suite 3700, Houston,Texas 77002 concurrently with the Alta Mesa Closing, subject to the satisfaction (or waiver by the Party for whose benefit suchconditions exist) of the conditions to Closing set forth in Articles VI and VII. All actions listed in Section 2.3 or 2.4 that occur on theClosing Date shall be deemed to occur simultaneously at Closing. The Closing shall be effective for all purposes at 12:01 A.M., localtime, in Houston, Texas, on the Closing Date.

9

2.3 Closing Deliveries by Contributor. At Closing, Contributor shall deliver, or shall cause to be delivered, thefollowing:

(a) to Buyer and the Partnership, a duly executed counterpart of the A&R LP Agreement, executed by Contributor;

(b) to Buyer and the Partnership, a certification of non-foreign status in the form prescribed by Treasury RegulationSection 1.1445-2(b) in respect of Contributor (and, if applicable, each Blocker Contributor);

(c) to Buyer, a duly executed counterpart of the Registration Rights Agreement, executed by Contributor; and

(d) to Buyer, such other certificates, instruments, and documents required by this Agreement or as may be reasonablyrequested by Buyer or the Partnership prior to the Closing Date to carry out the intent and purposes of this Agreement.


(a) to Contributor, a duly executed counterpart of the A&R LP Agreement, executed by Buyer and the General Partner;

(b) to Contributor in book-entry or certificated form, the Equity Consideration, with the Common Units, the share ofBuyer Series B Preferred Stock and the shares of Buyer Class C Common Stock comprising the Equity Consideration issued in thename of Contributor (and, if applicable, the Blocker Contributors);

(c) to Contributor, a copy of the Certificate of Preferred Stock Designation, in substantially the form attached hereto asExhibit C (the �Preferred Stock Designation�), providing for the establishment of the sole share of Buyer Series B Preferred Stock, anda copy of the A&R Certificate of Incorporation, each file stamped by the Delaware Secretary of State evidencing that the same has beenaccepted for filing and filed by the Delaware Secretary of State;

(d) to Contributor, evidence, in form and substance reasonably satisfactory to Contributor, demonstrating the appointmentof directors to the Buyer Board designated by Contributor pursuant to the Preferred Stock Designation;

(e) to Contributor, a duly executed counterpart of the Registration Rights Agreement, executed by Buyer; and

(f) to Contributor, such other certificates, instruments, and documents required by this Agreement or as may bereasonably requested by Contributor prior to the Closing Date to carry out the intent and purposes of this Agreement.

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ARTICLE IIIREPRESENTATIONS AND WARRANTIES REGARDING CONTRIBUTOR



Contributor hereby represents and warrants to Buyer as of the date hereof and as of the Closing Date as follows:

3.1 Organization. Contributor is a limited partnership duly formed, validly existing and in good standing under the Lawsof the State of Delaware.

3.2 Authority. Contributor has all requisite organizational power and authority to execute and deliver this Agreement andthe Ancillary Agreements to be delivered by Contributor at Closing, to perform its obligations hereunder and thereunder, and toconsummate the Transactions. The execution and delivery by Contributor of this Agreement and the Ancillary Agreements to bedelivered by Contributor at Closing, and the performance by Contributor of its obligations hereunder and thereunder, have been dulyand validly authorized by all necessary organizational action. This Agreement has been, and the Ancillary Agreements to be deliveredby Contributor at Closing will at Closing be, duly and validly executed and delivered by Contributor and constitutes (or, in the case ofthe Ancillary Agreements to be delivered by Contributor at Closing will, at Closing, constitute) the legal, valid and binding obligation ofContributor enforceable against Contributor in accordance with its terms, except as the same may be limited by bankruptcy, insolvency,reorganization, fraudulent conveyance, arrangement, moratorium or other similar Laws relating to or affecting the rights of creditorsgenerally, or by general equitable principles.

3.3 No Conflicts; Consents and Approvals. Except (i) for such filings as may be required under the HSR Act and (ii) asmay result from any facts or circumstances relating solely to Buyer or its Affiliates, the execution and delivery by Contributor of thisAgreement do not and the Ancillary Agreements to be delivered by Contributor at Closing, and the performance by Contributor of itsobligations under this Agreement and such Ancillary Agreements do not:

(a) violate or result in a breach of the Organizational Documents of Contributor; or

(b) violate or result in a breach of any Law applicable to Contributor, except for such violations or breaches as would notreasonably be expected to result in a material adverse effect on Contributor�s ability to consummate the Transactions.

3.4 Governmental Approvals. No Governmental Approval is required to be made or obtained by Contributor inconnection with Contributor�s execution, delivery and performance of this Agreement and the Ancillary Agreements to be delivered byContributor at Closing or Contributor�s consummation of the Transactions, except (a) as may be necessary as a result of any facts orcircumstances relating solely to Buyer or its Affiliates, (b) as would not reasonably be expected to result in a material adverse effect onContributor�s ability to consummate the Transactions, and (c) for such filings as may be required under the HSR Act.

3.5 Title to Interests. Contributor (together with, if applicable, the Blocker Contributors) owns, holds of record and is thebeneficial owner of all of the Contributed Interests free and clear of all Liens and restrictions on transfer other than those arisingpursuant to (x) this Agreement, (y) the Organizational Documents of the Company, or (z) applicable securities

11

Laws. Except as set forth in the Organizational Documents of the Company, Contributor has no outstanding options or other rights toacquire from the Company, and no obligation to sell, any shares of capital stock or other equity interest or voting securities of theCompany or any securities convertible into or exchangeable for such shares of capital stock or other equity interest or voting securities,other than the rights of Buyer to acquire the Contributed Interests pursuant to this Agreement.

3.6 Legal Proceedings. There is no Proceeding (filed by any Person other than Buyer or any of its Affiliates) pending or,to such Contributor�s Knowledge, threatened against such Contributor before or by any Governmental Authority, which seeks an Orderrestraining, enjoining or otherwise prohibiting or making illegal or preventing or delaying any of the Transactions.

3.7 Brokers. Contributor has no liability or obligation to pay fees or commissions to any broker, finder or agent withrespect to the Transactions for which Buyer, the General Partner, the Partnership or the Company could become liable or obligated.

3.8 Accredited Investor; Investment Intent. Contributor is an accredited investor as defined in Regulation D under theSecurities Act of 1933, as amended (the �1933 Act�). Contributor is acquiring the Equity Consideration and the Buyer Class CCommon Stock for its own account for investment and not with a view to, or for sale or other disposition in connection with, any



distribution of all or any part thereof, nor with any present intention of distributing or selling any of the Equity Consideration or theBuyer Class C Common Stock, in any event except in compliance with applicable federal and state securities Laws.

3.9 Tax Matters. Contributor was not formed with, and will not be used for, a principal purpose of permitting thePartnership to satisfy the 100 partner limitation contained in Section 1.7704-1(h)(1)(ii) of the Treasury Regulations promulgated underthe Code.

ARTICLE IVREPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to Contributor as of the date hereof and as of the Closing Date as follows:


4.2 Authority. Subject to the requisite approval of the Stockholder Proposals as to Buyer, Buyer, the General Partner, andthe Partnership have all requisite corporate or limited partnership power and authority, as applicable, to execute and deliver thisAgreement and the Ancillary Agreements to be delivered by Buyer, the General Partner or the Partnership, as applicable, at Closing, toperform their obligations hereunder and thereunder, and to consummate the Transactions. The execution and delivery by Buyer of thisAgreement and by Buyer and the Partnership of Ancillary Agreements to be delivered by Buyer, the General Partner or the

12

Partnership, as applicable, at Closing, and, subject to the requisite approval of the Stockholder Proposals as to Buyer, the performanceby them of their respective obligations hereunder and thereunder, have been duly and validly authorized by all necessary corporate orlimited partnership action, as applicable. This Agreement has been, and the Ancillary Agreements to be delivered by Buyer, the GeneralPartner or the Partnership at Closing will at Closing be, duly and validly executed and delivered by Buyer, the General Partner and thePartnership and constitutes (or, in the case of the Ancillary Agreements to be delivered by Buyer, the General Partner or the Partnership,as applicable, at Closing will, at Closing, constitute) the legal, valid and binding obligation of Buyer, the General Partner and thePartnership enforceable against Buyer, the General Partner and the Partnership in accordance with its terms, except as the same may belimited by bankruptcy, insolvency, reorganization, fraudulent conveyance, arrangement, moratorium or other similar Laws relating to oraffecting the rights of creditors generally, or by general equitable principles.

4.3 No Conflicts. Except (i) for such filings as may be required under the HSR Act and (ii) as may result from any factsor circumstances relating solely to Contributor or any of its equityholders, the execution and delivery by Buyer or the Partnership of thisAgreement or the Ancillary Agreements to be delivered by Buyer, the General Partner or the Partnership, as applicable, do not, and theperformance by Buyer, the General Partner or the Partnership, as the case may be, of its obligations under this Agreement or theAncillary Agreements does not:


(b) result in any breach of, or constitute a default under (or constitute an event which with the giving of notice or lapse oftime, or both, would become a default), or give to any third party (other than a Governmental Authority) any right of termination,consent, acceleration or cancellation of, or result in the creation of any Lien on any of the Assets of Buyer or the Partnership pursuantto, any Contract to which Buyer or the Partnership, as the case may be, is a party or by which such Assets are bound, except as wouldnot reasonably be expected to materially impede Buyer�s or the Partnership�s ability to consummate the Transactions or result in amaterial liability to Buyer or the Partnership; or

(c) violate or result in a breach of any Law applicable to Buyer or the Partnership, except as would not reasonably beexpected to result in a material adverse effect on Buyer�s or the Partnership�s ability to consummate the Transactions or result in amaterial liability to Buyer or the Partnership.



4.4 Governmental Approvals. No Governmental Approval is required to be made or obtained by Buyer, the GeneralPartner, the Partnership or any of their Affiliates in connection with the execution, delivery and performance of this Agreement or theconsummation of the Transactions, except (a) as may be necessary as a result of any facts or circumstances relating solely to Contributoror any of its Affiliates, (b) as would not reasonably be expected to result in a material adverse effect on Buyer�s ability to consummatethe Transactions, (c) for such filings as may be required under the HSR Act, and (d) compliance with any applicable requirements ofany applicable securities Laws, whether federal, state or foreign.

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4.5 Capital Structure. As of the Execution Date, the authorized capital stock of Buyer consists of (a) 400,000,000 sharesof Buyer Class A Common Stock, (b) 50,000,000 shares of Buyer Class B Common Stock and (c) 1,000,000 shares of preferred stock,par value $0.001 per share (the �Buyer Preferred Stock�). At the close of business on August 11, 2017: (i) 103,500,000 shares ofBuyer Class A Common Stock were issued and outstanding, (ii) 25,875,000 shares of Buyer Class B Common Stock were issued andoutstanding, (iii) no shares of Buyer Preferred Stock were issued and outstanding, and (iv) 49,633,333 warrants, each entitling theholder thereof to purchase one share of Buyer Class A Common Stock at an exercise price of $11.50 per share of Buyer Class ACommon Stock (the �Buyer Warrants�) were issued and outstanding. All outstanding shares of Buyer Class A Common Stock andBuyer Class B Common Stock are validly issued, fully paid and non-assessable and are not subject to preemptive rights. Except for theBuyer Class B Common Stock and the Buyer Warrants, as set forth in the Organization Documents of Buyer, there are no outstanding(a) securities of Buyer convertible into or exchangeable for shares of capital stock or other equity interest or voting securities of Buyer,(b) options, warrants or other rights (including preemptive rights) or agreements, arrangement or commitments of any character,whether or not contingent, of Buyer to acquire from any Person, and no obligation of Buyer to issue, any shares of capital stock or otherequity interest or voting securities of Buyer or any securities convertible into or exchangeable for such shares of capital stock or otherequity interest or voting securities, other than pursuant to the Forward Purchase Agreements and the rights of Contributor, the Alta MesaContributor, Bayou City, Highbridge, Management and the Kingfisher Contributors to acquire shares of the Buyer Class C CommonStock, Buyer Series A Preferred Stock and Buyer Series B Preferred Stock pursuant to this Agreement, the Alta Mesa ContributionAgreement and the Kingfisher Contribution Agreement, as applicable, (c) equity equivalents or other similar rights of or with respect toBuyer, or (d) obligations of Buyer to repurchase, redeem, or otherwise acquire any of the foregoing securities, shares of capital stock,options, equity equivalents, interests or rights. Buyer has no direct or indirect equity interests, participation or voting right or otherinvestment (whether debt, equity or otherwise) in any Person (including any Contract in the nature of a voting trust or similar agreementor understanding) or any other equity equivalents in or issued by any other Person other than the General Partner and the Partnership oras may be acquired pursuant to this Agreement, the Alta Mesa Contribution Agreement or the Kingfisher Contribution Agreement. TheClass C Common Stock to be issued to Contributor hereunder upon Closing, when delivered, shall be duly authorized and validlyissued, fully paid and non-assessable, and issued in compliance with all applicable state and federal securities Laws and not subject to,and not issued in violation of, any options, warrants, calls, rights (including preemptive rights), Organizational Documents,commitments or agreements to which Buyer is a party or by which it is bound. The Buyer Series B Preferred Stock to be issued toContributor hereunder upon Closing, when delivered, shall be duly authorized and validly issued, fully paid and non-assessable, andissued in compliance with all applicable state and federal securities Laws and not subject to, and not issued in violation of, any options,warrants, calls, rights (including preemptive rights), the Organizational Documents, commitments or agreements to which Buyer is aparty or by which it is bound.

4.6 Capitalization of the General Partner and the Partnership. As of the Execution Date, Buyer owns all of theoutstanding limited liability company interests in the General Partner and all of the outstanding limited partner interests in thePartnership, and the General Partner owns a non-economic general partner interest in the Partnership. The limited partner and general

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partner interests are duly authorized and validly issued. There are no outstanding (a) securities of the General Partner or the Partnershipconvertible into or exchangeable for other Interests in the General Partner or the Partnership, as applicable, (b) options, warrants orother rights (including preemptive rights) or agreements, arrangement or commitments of any character, whether or not contingent,relating to issued or unissued capital stock or other Interests in the Partnership, (c) obligations of the Partnership to issue any Interests inthe Partnership or any securities convertible into or exchangeable for such Interest, other than the rights of Contributor, the Alta MesaContributor and the Kingfisher Contributors to acquire Common Units pursuant to this Agreement, the Alta Mesa Contribution



Agreement and the Kingfisher Contribution Agreement, respectively, and (d) obligations of the Partnership to repurchase, redeem, orotherwise acquire any of the foregoing securities, options, equity equivalents, Interests or rights. The Common Units to be issued toContributor hereunder upon Closing, when delivered, shall be duly authorized and validly issued, fully paid (to the extent requiredunder the A&R LP Agreement) and non-assessable (except as such non-assessability may be affected by Sections 17-303(a), 17-607 and17-804 of the Delaware Revised Uniform Limited Partnership Act, as amended), and issued in compliance with all applicable state andfederal securities Laws and not subject to, and not issued in violation of, any options, warrants, calls, rights (including preemptiverights), Organizational Documents, commitments or agreements to which Buyer or the Partnership is a party or by which it is bound.

4.7 No Undisclosed Liabilities. There are no Liabilities of Buyer or any of its Subsidiaries of any kind whatsoever,whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (a) liabilities adequately provided for on thebalance sheet of Buyer dated as of March 31, 2017 (including the notes thereto) contained in Buyer�s Quarterly Report on Form 10-Qfor the quarter ended March 31, 2017; (b) liabilities incurred in the ordinary course of business subsequent to March 31, 2017;(c) liabilities for fees and expenses incurred in connection with the Transactions, the transactions contemplated by the Alta MesaContribution Agreement and the transactions contemplated by the Kingfisher Contribution Agreement; and (d) liabilities not required tobe presented on the face of an unaudited interim balance sheet prepared in accordance with GAAP.

4.8 SEC Documents; Controls.

(a) Since March 31, 2017, Buyer has timely filed or furnished with the SEC all forms, reports, schedules and statementsrequired to be filed or furnished under the 1933 Act or the Exchange Act (such forms, reports, schedules and statements, the �SECDocuments�). As of their respective dates, each of the SEC Documents, as amended (including, without limitation, all financialstatements included therein, exhibits and schedules thereto and documents incorporated by reference therein), complied in all materialrespects with the applicable requirements of the 1933 Act, or the Exchange Act, as the case may be, and the rules and regulations of theSEC thereunder applicable to such SEC Documents, and none of the SEC Documents contained, when filed or, if amended prior to thedate of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of amaterial fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of thecircumstances under which they were made, not misleading. To the Knowledge of Buyer, as of the date hereof, (A) none of the SECDocuments are the subject of ongoing SEC review or outstanding SEC comment and (B) neither the SEC nor any other

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Governmental Authority is conducting any investigation or review of any SEC Document. No notice of any SEC review or investigationof Buyer or the SEC Documents has been received by Buyer.

(b) The financial statements of Buyer included in the SEC Documents, including all notes and schedules thereto,complied in all material respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, withthe rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis duringthe periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted byRule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements ofGAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of Buyer and itsconsolidated Subsidiaries, as of their respective dates and the results of operations and the cash flows of Buyer and its consolidatedSubsidiaries, for the periods presented therein.

(c) Buyer has established and maintains disclosure controls and procedures and internal control over financial reporting(as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15under the Exchange Act and the listing standards of NASDAQ. Buyer�s disclosure controls and procedures are reasonably designed toensure that all material information required to be disclosed by Buyer in the reports that it files under the Exchange Act are recorded,processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such materialinformation is accumulated and communicated to Buyer�s management as appropriate to allow timely decisions.

4.9 Legal Proceedings. There is no Proceeding (filed by any Person other than Contributor or its Affiliates) pending or,to Buyer�s knowledge, threatened, against Buyer or the Partnership before or by any Governmental Authority, which seeks an Orderrestraining, enjoining or otherwise prohibiting or making illegal any of the Transactions. There are no, and since their respective dates



of formation there have not been any, Proceedings pending, or, to Buyer�s knowledge, threatened against Buyer or the Partnership by orbefore any Governmental Authority.

4.10 Compliance with Laws and Orders. Each of Buyer and the Partnership is and since its respective date of formationhas been in compliance in all material respects with all Laws and Orders applicable to it except where such non-compliance would notreasonably be expected to result in a material liability to Buyer or the Partnership.


4.12 Trust Account. As of the Execution Date, Buyer has (and, assuming no holders of Buyer Class A Common Stockexercise the Buyer Stockholder Redemption right, will have immediately prior to the Closing) at least $995 million in the TrustAccount, with such funds invested in United States Government securities or money market funds meeting certain conditions underRule 2a-7 promulgated under the Investment Company Act of 1940 and held in

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trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is, to the Knowledge of Buyer, in full force and effect and isa legal, valid and binding obligation of Buyer and the Trustee, enforceable in accordance with its terms. The Trust Agreement has notbeen terminated, repudiated, rescinded, amended, supplemented, or modified, in any respect, and no such termination, repudiation,rescission, amendment, supplement or modification is contemplated. There are no side letters and (except for the Trust Agreement)there are no agreements, contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person thatwould (i) cause the description of the Trust Agreement in the SEC Documents to be inaccurate in any material respect or (ii) entitle anyPerson (other than holders of Buyer Class A Common Stock who shall have exercised their Buyer Stockholder Redemption Right) toany portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be releasedexcept (A) to pay income and franchise taxes from any interest income earned in the Trust Account and (B) to redeem shares of BuyerClass A Common Stock pursuant to the Buyer Stockholder Redemption Right. There are no Proceedings pending or, to the knowledgeof Buyer, threatened with respect to the Trust Account.

4.13 Tax Matters. The Partnership is, and has been since its formation, properly treated as an entity disregarded from itsowner for U.S. federal income tax purposes.

4.14 Information Supplied; Proxy Statement. The information supplied or to be supplied by Buyer for inclusion in theProxy Statement will not, at the time the Proxy Statement is first mailed to the stockholders of Buyer and at the time of any meeting ofBuyer�s stockholders to be held in connection with the Transactions, contain any untrue statement of a material fact or omit to state anymaterial fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under whichthey are made, not misleading. The Proxy Statement (other than with respect to information supplied by Contributor or the Companyfor inclusion therein), will comply in all material respects with the applicable requirements of the Exchange Act and the rules andregulations of the SEC thereunder applicable to the Proxy Statement.

4.15 Absence of Certain Changes or Events. Since March 31, 2017, there has not been any Buyer Material AdverseEffect. Neither Buyer nor the Partnership has conducted any business other than its formation, the public offering of its securities (andthe related private offerings), the making of public reports under the Exchange Act and the search for, and preparation for the executionof, a business combination.

4.16 No Default. Neither Buyer nor the Partnership is in default or violation (and no event has occurred which, with noticeor the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) the OrganizationalDocuments of Buyer or the Partnership, (ii) any Contract to which Buyer is a party or by which Buyer is bound, or (iii) any Lawapplicable to Buyer, except, in the cases of clauses (ii) and (iii), for defaults or violations which would not be reasonably likely to haveconsequences that would, individually or in the aggregate, be material to Buyer.



4.17 Listing. The issued and outstanding shares of Buyer Class A Common Stock, the Buyer Warrants, and the Buyer units(consisting of one share of Buyer Class A Common Stock and one-third of one Buyer Warrant) (the foregoing, collectively, the �BuyerPublic Securities�)

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are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NASDAQ. There is no suit, action, proceedingor investigation pending or, to the Knowledge of Buyer, threatened against Buyer by NASDAQ or the SEC with respect to any intentionby such entity to deregister any Buyer Public Securities or prohibit or terminate the listing of any Buyer Public Securities on NASDAQ.Buyer has taken no action that is designed to terminate the registration of Buyer Public Securities under the Exchange Act. Buyer hasnot received any written or, to Buyer�s Knowledge, oral deficiency notice from NASDAQ relating to the continued listing requirementsof the Buyer Public Securities.


4.19 Accredited Investor; Investment Intent. Each of the Buyer and the Partnership is an accredited investor as defined inRegulation D under the 1933 Act. The Partnership is acquiring the Contributed Interests for its own account for investment and notwith a view to, or for sale or other disposition in connection with, any distribution of all or any part thereof, except in compliance withapplicable federal and state securities Laws, nor with any present intention of distributing or selling any of the Contributed Interestsexcept in compliance with applicable federal and state securities Laws.

4.20 Opportunity for Independent Investigation. In entering into this Agreement, Buyer has relied solely uponContributor�s express representations and warranties set forth in Article III, Buyer�s own expertise, and Buyer�s professional counselas to the Transactions, the Contributed Interests and the Assets and business of the Company, and the value thereof, and not on any othercomments, representations, warranties or statements of, or information provided by, Contributor or any Representatives of Contributor.Buyer acknowledges and affirms that it has completed such independent investigation, verification, analysis, and evaluation of theContributed Interests and Assets and business of the Company and has made all such reviews and inspections of the ContributedInterests and Assets and business of the Company as it has deemed necessary or appropriate to enter into this Agreement and theAncillary Agreements; provided, that the foregoing shall in no event limit in any respect any of the representations or warranties setforth in Article III. Except for the representations and warranties expressly made by Contributor in Article III, Buyer acknowledges thatneither Contributor nor any other Person has made, and Buyer has not relied upon, any representations or warranties, express or implied,as to the financial condition, physical condition, title, environmental conditions, liabilities, operations, business, prospects of or title tothe Contributed Interests, the Company or any of its Assets.

ARTICLE VCOVENANTS


(a) Each Party shall use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to bedone, all things necessary, proper or advisable under any applicable Laws to consummate and make effective the Transactions, including(i) filing any notification and report forms required for the consummation of the Transactions under the HSR

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Act within fifteen (15) Business Days after the Execution Date; and (ii) using commercially reasonable efforts to cause any applicablewaiting period under the HSR Act with respect to the Transactions to expire or terminate at the earliest time that is reasonablypracticable and shall request �early termination� with respect to the waiting period under the HSR Act. Buyer shall not agree to extendany waiting period under the HSR Act without the prior written consent of Contributor. Buyer shall pay any HSR Act filing fee asprovided by statute. Otherwise, each Party shall each pay its own preparation costs and expenses.



(b) Each Party shall, and shall cause its respective Subsidiaries to, (i) promptly inform the other Party of, and supply tothe other Party, any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreementwith, any Governmental Authority in connection with this Agreement or the Transactions; (ii) consult and cooperate in good faith withthe other Party in connection with any filings, notifications, submissions, analyses, appearances, presentations, memoranda, briefs,arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions andProceedings with Governmental Authorities relating to this Agreement or the Transactions, including, subject to applicable Law,permitting the other Party to review in advance, and considering in good faith the views of the other Party with respect to, any proposedwritten communication to any Governmental Authority and to promptly provide the other Party with copies of any communication toany Governmental Authority; (iii) use commercially reasonable efforts to comply, as promptly as reasonably practicable, with anyrequests received by a Party or any of its Subsidiaries under the HSR Act and any other applicable Law for additional information,documents or other materials; (iv) give the other Party reasonable advance notice of its or its Subsidiaries� intention to participate in anymeeting or telephone or other discussion with any Governmental Authority with respect to the Transactions or any filings, investigationsor inquiries made in connection with the Transactions, and an opportunity to participate in such meeting or discussion; and (v) contestand resist any Proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging theTransactions as being in violation of any applicable Law.

(c) Buyer shall take any and all steps and make any and all undertakings necessary to avoid or eliminate each and everyimpediment under the HSR Act or any other antitrust, competition, or trade regulation Law that may be asserted by any GovernmentalAuthority with respect to the Transactions so as to enable the Closing to occur as soon as reasonably practicable, including proposing,negotiating, committing to, and effecting by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of suchassets or businesses of Buyer (or its Subsidiaries) or of the Company, or otherwise taking or committing to take actions that limitBuyer�s or its Subsidiaries� or the Company�s freedom of action with respect to, or their ability to retain, any of the businesses, productlines or Assets of Buyer (or its Subsidiaries) or the Company, as may be required in order to avoid the entry of, or to effect thedissolution of, any injunction, temporary restraining order, or other order in any Proceeding, which would otherwise have the effect ofpreventing or delaying the Closing.

5.2 Tax Matters.

(a) In the event that any Transfer Taxes are imposed on the Transactions, the Partnership shall be responsible for thepayment of all such Transfer Taxes. Contributor and

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Buyer shall timely file their own Tax Returns relating to Transfer Taxes as required by Law and shall notify the other Party when suchfilings have been made. Contributor and Buyer shall cooperate and consult with each other prior to filing such Tax Returns (i) in orderto minimize such Transfer Taxes, and (ii) to ensure that all such returns are filed in a consistent manner.

(b) Intended Tax Treatment.

(i) The Parties agree that, except as required by applicable Laws, the Partnership shall be treated as acontinuation of the Company for U.S. federal income tax purposes pursuant to Section 708(b)(1) of the Code.

(ii) The Parties shall (A) prepare and file all Tax Returns in a manner consistent with this Section 5.2(b), and(B) take no position inconsistent with this Section 5.2(b) in any Tax Return, Tax Matter, Tax Proceeding or otherwise absent adetermination within the meaning of Section 1313 of the Code to the contrary.


(a) No Party shall make any public announcement or issue any public communication regarding this Agreement or theTransactions without first obtaining the prior written consent of the other Party, except if such announcement or other communication isrequired by applicable Law (including in connection with the preparation and filing of the Proxy Statement and any offering or otherdocuments prepared in connection with any financing by Buyer or the Company) or the rules of any stock exchange upon which suchParty�s capital stock is traded, in which case, to the extent permitted by Law, the disclosing Party shall use its commercially reasonableefforts to coordinate or communicate such announcement or communication with the other Party prior to announcement or issuance;



provided, however, that no provision of this Agreement shall be deemed to restrict in any manner (i) any Party�s ability to communicatewith its employees or equity holders or (ii) the ability of Buyer and the Company to communicate with their financial and legal advisors,lenders, underwriters or financing sources.

(b) From the Closing Date and for a period of two (2) years following the Closing Date, Contributor will, and will causeits Affiliates and use commercially reasonable efforts to cause its Representatives to, (i) maintain the strict confidentiality of any and allConfidential Information and (ii) not disclose such Confidential Information to any Person other than any of its Affiliates orRepresentatives, except (x) to the extent required by Law (provided that if required by Law, Contributor agrees, to the extent legallypermissible, to give Buyer prior written notice of such disclosure in sufficient time to permit Buyer to seek a protective order should itso determine) or (y) in a claim brought by Contributor in the pursuit of its remedies under this Agreement. Contributor shall (1) notifyall Persons to whom Confidential Information is disclosed of the confidential nature of the materials disclosed and the provisions of thisAgreement; and (2) ensure that all Persons to whom the terms of this Agreement or the Confidential Information is disclosed keep suchinformation confidential and do not disclose or divulge such information to any unauthorized Person in each case in accordance withthis Agreement.

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5.4 Further Assurances. Subject to the terms and conditions of this Agreement, at any time or from time to time afterClosing, at any Party�s request and without further consideration, the other Party shall (and in the case of Buyer, Buyer shall, and shallcause the Company to) execute and deliver to such Party such other instruments of sale, transfer, conveyance, assignment andconfirmation, provide such materials and information and take such other actions as such Party may reasonably request in order toconsummate the Transactions.

5.5 Reasonable Best Efforts. Except to the extent that the Parties� obligations are specifically set forth elsewhere herein,upon the terms and subject to the conditions set forth in this Agreement, each Party shall use reasonable best efforts to take, or cause tobe taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary,proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions.

5.6 Reorganization. Notwithstanding anything herein to the contrary, in connection with the Closing, the holder(s) of allof the outstanding equity interests of any Blocker Corp shall have the right to merge such Blocker Corp with and into the Buyer, orexchange all (and not less than all) of the equity interests of such Blocker Corp for shares or other equity securities, as the case may be,of Buyer, in each case for a number of shares or other equity securities, as the case may be, in Buyer equal to the number of CommonUnits issued to such Blocker Corp pursuant to Section 2.1.

ARTICLE VIBUYER��S CONDITIONS TO CLOSING


6.1 Orders and Laws. There shall not be any Law or Order of any Governmental Authority having jurisdiction (exceptfor any such Order issued in connection with a Proceeding instituted by Buyer or its Subsidiaries) restraining, enjoining or otherwiseprohibiting or making illegal the consummation of the Transactions.


6.3 Stockholder Approval. At the Special Meeting, the holders of a majority of the shares of Buyer Class A CommonStock and Buyer Class B Common Stock, voting together as a single class, shall have (1) approved and adopted this Agreement, theAlta Mesa Contribution Agreement and the Kingfisher Contribution Agreement and the transactions contemplated hereby and thereby;(2) approved and adopted the amendments to Buyer�s amended and restated certificate of incorporation attached hereto as Exhibit D(the �Amended and Restated Certificate of Incorporation�) reasonably necessary to complete the Transactions and the transactionscontemplated by the Alta Mesa Contribution Agreement and the Kingfisher Contribution Agreement, and (3) approved, for purposes ofcomplying with applicable listing rules of the NASDAQ, (w) the issuance of equity interests of Buyer, (x) the issuance of Buyer Class C



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Common Stock to Contributor, the Alta Mesa Contributor and the Kingfisher Contributors, (y) the issuance of the Buyer Series APreferred Stock to Bayou City, Highbridge and Management and Buyer Series B Preferred Stock to Contributor and (z) the futureissuance of shares of Buyer Class A Common Stock to Contributor, the Alta Mesa Contributor and the Kingfisher Contributors inconnection with the future redemption or exchange of their Common Units (collectively, the �Stockholder Proposals�).

6.4 Concurrent Closing of Alta Mesa Contribution Agreement and Kingfisher Contribution Agreement. The AltaMesa Closing and Kingfisher Closing shall be consummated in accordance with the terms of the Alta Mesa Contribution Agreement andthe Kingfisher Contribution Agreement, respectively.

6.5 NASDAQ Listing. The Buyer Class A Common Stock issuable to Contributor, the Alta Mesa Contributor and theKingfisher Contributors pursuant to the A&R LP Agreement shall have been approved for listing on the NASDAQ, subject only toofficial notice of issuance thereof.

ARTICLE VIICONTRIBUTOR��S CONDITIONS TO CLOSING

The obligation of Contributor to consummate Closing is subject to the fulfillment of each of the following conditions (except tothe extent waived in writing by Contributor in its sole discretion, to the extent permitted by applicable Law) as of the Closing:

7.1 Orders and Laws. There shall not be any Law or Order of any Governmental Authority having jurisdiction (exceptfor any such Order issued in connection with a Proceeding instituted by Contributor or its Affiliates) restraining, enjoining or otherwiseprohibiting or making illegal the consummation of the Transactions.



7.4 Concurrent Closing of Alta Mesa Contribution Agreement and Kingfisher Contribution Agreement. The AltaMesa Closing and Kingfisher Closing shall be consummated in accordance with the terms of the Alta Mesa Contribution Agreement andthe Kingfisher Contribution Agreement, respectively.

7.5 NASDAQ Listing. The Buyer Class A Common Stock issuable to Contributor, the Alta Mesa Contributor and theKingfisher Contributors pursuant to the A&R LP Agreement shall have been approved for listing on the NASDAQ, subject only toofficial notice of issuance thereof.

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ARTICLE VIIITERMINATION

8.1 Termination. This Agreement may be terminated, at any time before Closing, by Contributor or Buyer, by writtennotice to the other Party, in the event that the Alta Mesa Contribution Agreement or Kingfisher Contribution Agreement is terminated.




(a) If this Agreement is validly terminated pursuant to Section 8.1, subject to the last sentence of this Section 8.2, thisAgreement shall become void and of no further force or effect, provided that, notwithstanding anything herein to the contrary, Article I,this Article VIII and Article IX, along with any obligation or covenant that otherwise expressly survives, will survive any suchtermination.

8.3 Specific Performance. Each of Contributor and Buyer acknowledges that the other would be damaged irreparably ifthe obligations of Contributor or Buyer, as applicable, under this Agreement to be performed at or in connection with, or following, theClosing are not performed in accordance with their specific terms or otherwise breached. Accordingly, the Parties agree that, in lieu oftermination of this Agreement as contemplated in Section 8.1, following the Closing, Contributor and Buyer may seek to enforcespecifically the express obligations of the other under this Agreement or in connection with the Closing.

ARTICLE IXMISCELLANEOUS

9.1 Notice.

(a) All notices, requests, demands, and other communications required or permitted to be given or made hereunder byBuyer or Contributor (each a �Notice�) shall be in writing and shall be deemed to have been duly given or made if (a) deliveredpersonally, (b) transmitted by first class registered or certified mail, postage prepaid, return receipt requested, (c) delivered by prepaidovernight courier service or (d) delivered by e-mail of a PDF document, in each case, to Buyer and Contributor at the addresses set forthon Exhibit E (or at such other addresses as shall be specified by Buyer and Contributor by similar notice).



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9.4 [Reserved].

9.5 Waiver. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefitthereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waivingsuch term or condition. No waiver by any Party of any term or condition of this Agreement, in any one or more instances, shall bedeemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. Allremedies, either under this Agreement or by Law, will be cumulative and not alternative.

9.6 Amendment. This Agreement may be amended, supplemented or modified only by a written instrument dulyexecuted by Contributor and Buyer.

9.7 No Third Party Beneficiary. The terms and provisions of this Agreement are intended solely for the benefit of theParties and their respective successors or permitted assigns, and it is not the intention of the Parties to confer third party beneficiaryrights upon any other Person.

9.8 Assignment; Binding Effect. Any Party may assign its rights and obligations hereunder to an Affiliate but suchassignment shall not release such Party from its obligations hereunder. Except as provided in the preceding sentence, neither this



Agreement nor any right, interest or obligation hereunder may be assigned by any Party without the prior written consent of the otherParty, and any attempt to do so will be void, except for assignments and transfers by operation of Law. Subject to this Section 9.8, thisAgreement is binding upon, inures to the benefit of and is enforceable by the Parties and their respective successors and permittedassigns.




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(a) This Agreement shall be governed by and construed in accordance with the Laws of the State of Texas (without regardto any conflict of laws principles thereof). Each of the Parties irrevocably agrees that any legal action or proceeding with respect to thisAgreement or the Transactions shall be brought and determined by courts of the State of Texas located in Harris County and the federalcourts of the United States of America located in the State of Texas, Southern District, and each of the Parties irrevocably submits to theexclusive jurisdiction of such courts solely in respect of any legal proceeding arising out of or related to this Agreement. The Partiesfurther agree that the Parties shall not bring suit with respect to any disputes arising out of this Agreement or the Transactions in anycourt or jurisdiction other than the above specified courts; provided, however, that the foregoing shall not limit the rights of the Partiesto obtain execution of judgment in any other jurisdiction. The Parties further agree, to the extent permitted by Law, that a final andnonappealable judgment against a Party in any action or proceeding contemplated above shall be conclusive and may be enforced in anyother jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence ofthe fact and amount of such judgment.



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RIVERSTONE VI ALTA MESA HOLDINGS, L.P.

By: Riverstone Energy VI Holdings GP, LLC

By: /s/ Olivia C. WassenaarName: Olivia C. WassenaarTitle: Managing Director




SILVER RUN ACQUISITIONCORPORATION II

By: /s/ James T. HackettName: James T. HackettTitle: Chief Executive Officer




Exhibit 10.1

Execution Version

FORWARD PURCHASE AGREEMENT

This Forward Purchase Agreement (this �Agreement�) is entered into as of August 16, 2017, between Silver Run AcquisitionCorporation II, a Delaware corporation (the �Company�), and Riverstone VI SR II Holdings, L.P., a Delaware limited partnership (the�Purchaser�).

Recitals

WHEREAS, the Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stockpurchase, reorganization or similar business combination with one or more businesses (a �Business Combination�);

WHEREAS, the Company completed its initial public offering (�IPO�) of 103,500,000 units (the �Public Units�), at a price of$10.00 per Public Unit, each Public Unit comprised of one share of the Company�s Class A common stock, par value $0.0001 per share(the �Class A Shares,� and the Class A Shares included in the Public Units, the �Public Shares�), and one-third of one redeemablewarrant, where each whole redeemable warrant is exercisable to purchase one Class A Share at an exercise price of $11.50 per share(the �Warrants,� and the Warrants included in the Public Units, the �Public Warrants�);

WHEREAS, in connection with the IPO, the Company and the Purchaser entered into that certain Forward PurchaseAgreement, dated as March 17, 2017 (the �Original Forward Purchase Agreement�), pursuant to which immediately prior to the closingof the Company�s initial Business Combination (the �Business Combination Closing�), the Company would issue and sell to thePurchaser, and the Purchaser would purchase from the Company, on a private placement basis, an aggregate of up to 40,000,000Class A Shares plus an aggregate of up to 13,333,333 warrants for an aggregate purchase price of up to $400,000,000;

WHEREAS, on the date hereof, the Company has executed the following agreements relating to a proposed BusinessCombination transaction (collectively, the �Proposed Business Combination�):

1. that certain Contribution Agreement (the �Alta Mesa Contribution Agreement�), by and among High Mesa Holdings,L.P., a Delaware limited partnership (�High Mesa Holdings�), High Mesa Holdings GP, LLC, a Texas limited liabilitycompany, Alta Mesa Holdings, LP, a Texas limited partnership (�Alta Mesa�), Alta Mesa Holdings GP, LLC, a Texas limitedliability company and the general partner of Alta Mesa (�Alta Mesa GP�), the Company and, solely for certain provisionstherein, the Contributor Owners (as defined therein), pursuant to which the Company will acquire (i) all of the limited partnerinterests in Alta Mesa held by High Mesa Holdings and (ii) 100% of the economic interests and 90% of the voting interests inAlta Mesa GP, on the terms and subject to the conditions set forth therein;

2. that certain Contribution Agreement (the �Kingfisher Contribution Agreement�) by and among KFM Holdco, LLC, aDelaware limited liability company, Kingfisher Midstream, LLC, a Delaware limited liability company (�Kingfisher�), theCompany and, solely for certain provisions therein, the Contributor Members (as defined therein), pursuant to which theCompany will acquire 100% of the issued and outstanding membership interests in Kingfisher, on the terms and subject to theconditions set forth therein; and

3. that certain Contribution Agreement by and between Riverstone VI Alta Mesa Holdings, L.P., a Delaware limitedpartnership (�Riverstone AM�), and the Company, pursuant to which the Company will acquire all of the limited partnerinterests in Alta Mesa held by Riverstone; and



WHEREAS, the parties wish to enter into this Agreement, pursuant to which immediately prior to the closing of the ProposedBusiness Combination, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, on aprivate placement basis, the number of Forward Purchase Shares (as defined below) determined pursuant to Section 1(a)(ii) hereof, onthe terms and conditions set forth herein, which shall be in addition to any securities purchased by the Purchaser pursuant to the terms ofthe Original Forward Purchase Agreement.

NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in thisAgreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, theparties hereto agree as follows:

Agreement

1. Sale and Purchase.

(a) Forward Purchase Shares.

(i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, thatnumber of Class A Shares (the �Forward Purchase Shares�), up to a maximum of 20,000,000 Class A Shares (the �Maximum Shares�),determined as set forth in clause 1(a)(ii), for an aggregate purchase price of $10.00 per Class A Share (the �Forward Purchase Price�),or up to a maximum of $200,000,000 in the aggregate.

(ii) The number of Forward Purchase Shares to be issued and sold by the Company and purchased by thePurchaser hereunder shall equal that number which, after payment of the aggregate Forward Purchase Price by the Purchaser, will resultin net proceeds to the Company in an aggregate amount necessary to satisfy the Company�s aggregate payment obligations (that theCompany is not otherwise able to satisfy such obligations with available cash) resulting from the exercise by any holder of PublicShares of such holder�s redemption right in connection with the Proposed Business Combination (the �Redemption Obligation�).Following the Company�s satisfaction of the Redemption Obligation in full, and only following such satisfaction in full, a number ofForward Purchase Shares may be issued and sold by the

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Company and purchased by the Purchaser hereunder equal to that number which, after payment of the aggregate Forward PurchasePrice by the Purchaser for such Forward Purchase Shares, will result in gross proceeds to the Company in an aggregate amountreasonably determined by the Company and the Purchaser to be necessary for general corporate purposes of the Company in connectionwith or following consummation of the Proposed Business Combination. Notwithstanding anything to the contrary in this Agreement,in no event shall the number of Forward Purchase Shares purchased hereunder exceed the Maximum Shares. Each of the Company andthe Purchaser acknowledges and agrees that sales of Forward Purchase Shares under this Agreement, not the Original Forward PurchaseAgreement, shall be the Company�s first resort for satisfying its Redemption Obligation; provided, however, that if the minimum cashcondition in Section 8.8 of the Kingfisher Contribution Agreement can be satisfied with cash otherwise available to the Company, thensales of units under the Original Forward Purchase Agreement shall first be used to satisfy the Company�s Redemption Obligation.

(iii) The Company shall require the Purchaser to purchase the Forward Purchase Shares by delivering notice tothe Purchaser, at least three (3) Business Days before the Business Combination Closing, specifying the number of Forward PurchaseShares the Purchaser is required to purchase, the date of the Business Combination Closing, the aggregate Forward Purchase Price andinstructions for wiring the Forward Purchase Price. The closing of the sale of Forward Purchase Shares (the �Forward Closing�) shallbe held on the same date and immediately prior to the Business Combination Closing (such date being referred to as the �ForwardClosing Date�). At least one (1) Business Day prior to the Forward Closing Date, the Purchaser shall deliver to the Company, to be heldin escrow until the Forward Closing, the Forward Purchase Price for the Forward Purchase Shares by wire transfer of U.S. dollars inimmediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on theForward Closing Date, (a) the Forward Purchase Price shall be released from escrow automatically and without further action by theCompany or the Purchaser, and (b) upon such release, the Company shall issue the Forward Purchase Shares to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws),



registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by thePurchaser, as applicable. In the event the Business Combination Closing does not occur on the date scheduled for closing, the ForwardClosing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the ForwardPurchase Price to the Purchaser. For purposes of this Agreement, �Business Day� means any day, other than a Saturday or a Sunday,that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to closein the City of New York, New York.

(b) Legends. Each book entry for the Forward Purchase Shares shall contain a notation, and each certificate (if any)evidencing the Forward Purchase Shares shall be stamped or otherwise imprinted with a legend, in substantially the following form:

�THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIESACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION,AND MAY NOT BE

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TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS. THE SALE, PLEDGE, HYPOTHECATION, ORTRANSFER OF THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS ANDCONDITIONS OF A CERTAIN FORWARD PURCHASE AGREEMENT BY AND AMONG THE HOLDER ANDTHE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THESECRETARY OF THE COMPANY.�

2. Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Company as follows, as ofthe date hereof:

(a) Organization and Power. The Purchaser is duly organized, validly existing, and in good standing under the laws of thejurisdiction of its formation and has all requisite power and authority to carry on its business as presently conducted and as proposed tobe conducted.

(b) Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, whenexecuted and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable againstthe Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium,fraudulent conveyance and any other laws of general application affecting enforcement of creditors� rights generally, (ii) as limited bylaws relating to the availability of specific performance, injunctive relief or other equitable remedies, or (iii) to the extent theindemnification provisions contained in the Registration Rights (as defined below) may be limited by applicable federal or statesecurities laws.

(c) Governmental Consents and Filings. No consent, approval, order or authorization of, or registration, qualification,designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Purchaser inconnection with the consummation of the transactions contemplated by this Agreement.

(d) Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement andthe consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) ofany provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by whichit is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement,contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule orregulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaseror its ability to consummate the transactions contemplated by this Agreement.

(e) Purchase Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser�srepresentation to the Company, which by the Purchaser�s execution of this Agreement, the Purchaser hereby confirms, that the ForwardPurchase Shares to be acquired by the Purchaser will be acquired for investment for the Purchaser�s own account, not as a nominee oragent, and not with a view to the resale or distribution of any part thereof in



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violation of any state or federal securities laws, and that the Purchaser has no present intention of selling, granting any participation in,or otherwise distributing the same in violation of law. By executing this Agreement, the Purchaser further represents that the Purchaserdoes not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations tosuch Person or to any third Person, with respect to any of the Forward Purchase Shares. For purposes of this Agreement, �Person�means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,any other entity or any government or any department or agency thereof.

(f) Disclosure of Information. The Purchaser has had an opportunity to discuss the Company�s business, management,financial affairs and the terms and conditions of the offering of the Forward Purchase Shares, as well as the terms of the ProposedBusiness Combination, with the Company�s management.

(g) Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares to thePurchaser has not been, and will not be, registered under the Securities Act of 1933, as amended (the �Securities Act�), by reason of aspecific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide natureof the investment intent and the accuracy of the Purchaser�s representations as expressed herein. The Purchaser understands that theForward Purchase Shares are �restricted securities� under applicable U.S. federal and state securities laws and that, pursuant to theselaws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by stateauthorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that theCompany has no obligation to register or qualify the Forward Purchase Shares for resale, except as provided herein (the �RegistrationRights�). The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditionedon various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares,and on requirements relating to the Company which are outside of the Purchaser�s control, and which the Company is under noobligation and may not be able to satisfy.

(h) High Degree of Risk. The Purchaser understands that its agreement to purchase the Forward Purchase Shares involvesa high degree of risk which could cause the Purchaser to lose all or part of its investment.

(i) Accredited Investor. The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgatedunder the Securities Act.

(j) No General Solicitation. Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders orpartners has either directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation, or (ii) publishedany advertisement in connection with the offer and sale of the Forward Purchase Shares.

(k) Residence. The Purchaser�s principal place of business is the office or offices located at the address of the Purchaserset forth on the signature page hereof.

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(l) Adequacy of Financing. The Purchaser has available to it sufficient funds to satisfy its obligations under thisAgreement.

(m) No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warrantiescontained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting onbehalf of the Purchaser nor any of the Purchaser�s affiliates (the �Purchaser Parties�) has made, makes or shall be deemed to make anyother express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaimany such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they arerelying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Companyor any of the Company�s affiliates (collectively, the �Company Parties�).



3. Representations and Warranties of the Company. The Company represents and warrants to the Purchaser as follows:

(a) Organization and Corporate Power. The Company is a corporation duly incorporated and validly existing and in goodstanding as a corporation under the laws of the State of Delaware and has all requisite corporate power and authority to carry on itsbusiness as presently conducted and as proposed to be conducted. The Company has no subsidiaries.

(b) Capitalization. On the date hereof, the authorized share capital of the Company consists of:

(i) 400,000,000 Class A Shares, 103,500,000 of which are issued and outstanding as of the date hereof. All ofthe outstanding Class A Shares have been duly authorized, are fully paid and nonassessable and were issued in compliance with allapplicable federal and state securities laws.

(ii) 50,000,000 shares of Class B Common Stock, par value $0.0001 per share, of Buyer (the �Class B CommonStock�), 25,875,000 of which are issued and outstanding as of the date hereof. All of the outstanding shares of Class B Common Stockhave been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and statesecurities laws.

(iii) 1,000,000 preferred shares, none of which are issued and outstanding.

(c) Authorization. All corporate action required to be taken by the Company�s Board of Directors and stockholders inorder to authorize the Company to enter into this Agreement, and to issue the Forward Purchase Shares at the Forward Closing, hasbeen taken or will be taken prior to the Forward Closing. All action on the part of the stockholders, directors and officers of theCompany necessary for the execution and delivery of this Agreement, the performance of all obligations of the Company under thisAgreement to be performed as of the Forward Closing, and the issuance and delivery of the Forward Purchase Shares has been taken orwill be taken prior to the Forward Closing. This Agreement, when executed and delivered by the Company, shall constitute the valid andlegally binding obligation of the Company, enforceable against the

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Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium,fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors� rights generally, (ii) aslimited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (iii) to the extent theindemnification provisions contained in the Registration Rights may be limited by applicable federal or state securities laws.

(d) Valid Issuance of Securities. The Forward Purchase Shares, when issued, sold and delivered in accordance with theterms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable, as applicable, and freeof all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transferother than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrancescreated by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject tothe filings described in Section 3(e) below, the Forward Purchase Shares will be issued in compliance with all applicable federal andstate securities laws.

(e) Governmental Consents and Filings. Assuming the accuracy of the representations made by the Purchaser in thisAgreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, anyfederal, state or local governmental authority is required on the part of the Company in connection with the consummation of thetransactions contemplated by this Agreement, except for filings pursuant to applicable state securities laws, if any, and pursuant to theRegistration Rights.

(f) Compliance with Other Instruments. The execution, delivery and performance of this Agreement and theconsummation of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of theCompany�s certificate of incorporation, bylaws or other governing documents of the Company, (ii) of any instrument, judgment, order,writ or decree to which the Company is a party or by which it is bound, (iii) under any note, indenture or mortgage to which theCompany is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which the Company is a partyor by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Company, in each case



(other than clause (i)) which would have a material adverse effect on the Company or its ability to consummate the transactionscontemplated by this Agreement.

(g) Operations. As of the date hereof, the Company has not conducted, and prior to the closing of the Proposed BusinessCombination the Company will not conduct, any operations other than organizational activities, activities in connection with offeringsof its securities and activities in connection with evaluating potential Business Combination transactions.

(h) No General Solicitation. Neither the Company, nor any of its officers, directors, employees, agents or stockholders haseither directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation, or (ii) published anyadvertisement in connection with the offer and sale of the Forward Purchase Shares.

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(i) No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warrantiescontained in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makesor shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering or theProposed Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specificrepresentations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or agreementdelivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warrantiesthat may have been made by the Purchaser Parties.

4. Registration Rights; Transfer

(a) Registration. The Company agrees that it will use its commercially reasonable efforts to file with the SEC (at theCompany�s sole cost and expense), within thirty (30) calendar days after the Business Combination Closing, a registration statement(the �Forward Registration Statement�) registering the resale of the Forward Purchase Shares (collectively, the �RegistrableSecurities�), and the Company shall use its commercially reasonable efforts to have the Forward Registration Statement declaredeffective as soon as practicable after the filing thereof; provided, however, that the Company�s obligations to include the RegistrableSecurities in the Forward Registration Statement are contingent upon the Purchaser furnishing in writing to the Company suchinformation regarding the Purchaser, the securities of the Company held by the Purchaser and the intended method of disposition of theRegistrable Securities as shall be reasonably requested by the Company to effect the registration of the Registrable Securities, and shallexecute such documents in connection with such registration as the Company may reasonably request that are customary of a sellingstockholder in similar situations.

(b) Indemnification.

(i) The Company shall, notwithstanding any termination of this Agreement, indemnify, defend and holdharmless the Purchaser (to the extent a seller under the Forward Registration Statement), the officers, directors, agents, partners,members, managers, stockholders, affiliates, employees and investment advisers of the Purchaser, each person who controls thePurchaser (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended(the �Exchange Act�), and the officers, directors, partners, members, managers, stockholders, agents, affiliates, employees andinvestment advisers of each such controlling person, to the fullest extent permitted by applicable law, from and against any and alllosses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and investigation and reasonableattorneys� fees) and expenses (collectively, �Losses�), as incurred, that arise out of or are based upon (i) any untrue or alleged untruestatement of a material fact contained in the Forward Registration Statement, any prospectus included in the Forward RegistrationStatement or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of orrelating to any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statementstherein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they weremade) not misleading, or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any statesecurities law or any rule or regulation thereunder, in connection with

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the performance of its obligations under this Section 4, except to the extent, but only to the extent that such untrue statements, allegeduntrue statements, omissions or alleged omissions are based solely upon information regarding the Purchaser furnished in writing to theCompany by the Purchaser expressly for use therein. The Company shall notify the Purchaser promptly of the institution, threat orassertion of any proceeding arising from or in connection with the transactions contemplated by this Section 4 of which the Company isaware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an indemnified partyand shall survive the transfer of the Registrable Securities by the Company.

(ii) The Purchaser shall, severally and not jointly with any other selling stockholder named in the ForwardRegistration Statement, indemnify and hold harmless the Company, its directors, officers, agents and employees, each person whocontrols the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors,officers, agents or employees of such controlling persons, to the fullest extent permitted by applicable law, from and against all Losses,as incurred, arising out of or that are based upon any untrue or alleged untrue statement of a material fact contained in the ForwardRegistration Statement, any prospectus included in the Forward Registration Statement, or any form of prospectus, or in any amendmentor supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a materialfact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, or any form of prospectus orsupplement thereto, in light of the circumstances under which they were made) not misleading to the extent, but only to the extent thatsuch untrue statements or omissions are based solely upon information regarding the Purchaser furnished in writing to the Company bythe Purchaser expressly for use therein. In no event shall the liability of the Purchaser pursuant to the terms of this Agreement be greaterin amount than the dollar amount of the net proceeds received by the Purchaser upon the sale of the Registrable Securities giving rise tosuch indemnification obligation.

(c) Transfer. This Agreement and all of the Purchaser�s rights and obligations hereunder (including the Purchaser�sobligation to purchase the Forward Purchase Shares) may be transferred or assigned, at any time and from time to time, to one or morethird parties (each such transferee, a �Transferee�). Upon any such assignment:

(i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of thePurchaser�s signature page hereto (the �Joinder Agreement�), which shall reflect the number of Forward Purchase Shares to bepurchased by such Transferee (the �Transferee Securities�), and, upon such execution, such Transferee shall have all the same rightsand obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the �Purchaser� shall bedeemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that anyrepresentations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shallbe made as to the Purchaser or any such Transferee, as applicable, as to itself only; and

(ii) upon a Transferee�s execution and delivery of a Joinder Agreement, the number of Forward Purchase Sharesto be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Shares to be purchased by theapplicable Transferee

9

pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amendingSchedule A to this Agreement to reflect each transfer and updating the �Number of Forward Purchase Shares�, and �AggregatePurchase Price for Forward Purchase Shares� on the Purchaser�s signature page hereto to reflect such reduced number of ForwardPurchase Shares, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securitieshereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and thePurchaser�s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon theoccurrence of any such transfer of Transferee Securities.

5. Additional Agreements and Acknowledgements of the Purchaser.

(a) Trust Account.

(i) The Purchaser hereby acknowledges that it is aware that the Company established a trust account at J.P.Morgan Chase Bank, N.A. in connection with its IPO (the �Trust Account�) for the benefit of the holders of the Public Shares. The



Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in theTrust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidationrights, if any, the Purchaser may have in respect of any Public Shares held by it.

(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of anykind (�Claim�) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the TrustAccount that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect ofany Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shallpursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in theTrust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.

(b) Voting. The Purchaser hereby agrees that if the Company seeks stockholder approval of the Proposed BusinessCombination, then in connection with the Proposed Business Combination, the Purchaser shall vote any Class A Shares owned by it infavor of the Proposed Business Combination.

(c) No Short Sales. The Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant toany understanding with it, will engage in any Short Sales with respect to securities of the Company prior to the Proposed BusinessCombination Closing. For purposes of this Section, �Short Sales� shall include, without limitation, all �short sales� as defined inRule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct and indirect stock pledges (other thanpledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swapsand similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreignregulated brokers.

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6. Listing. The Company will use commercially reasonable efforts to effect and maintain the listing of the Class A Shares on theNASDAQ Capital Market (or another national securities exchange).

7. Forward Closing Conditions.

(a) The obligation of the Purchaser to purchase the Forward Purchase Shares at the Forward Closing under thisAgreement shall be subject to the fulfillment, at or prior to the Forward Closing of each of the following conditions, any of which, to theextent permitted by applicable laws, may be waived by the Purchaser:

(i) The Proposed Business Combination shall be consummated substantially concurrently with the purchase ofthe Forward Purchase Shares;

(ii) The Company shall have delivered to the Purchaser a certificate evidencing the Company�s good standing asa Delaware corporation;

(iii) The representations and warranties of the Company set forth in Section 3 of this Agreement shall have beentrue and correct as of the date hereof and shall be true and correct as of the Forward Closing Date, as applicable, with the same effect asthough such representations and warranties had been made on and as of such date (other than any such representation or warranty that ismade by its terms as of a specified date, which shall be true and correct as of such specified date), except where the failure to be so trueand correct would not have a material adverse effect on the Company or its ability to consummate the transactions contemplated by thisAgreement;

(iv) The Company shall have performed, satisfied and complied in all material respects with the covenants,agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to theForward Closing; and

(v) No order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with anygovernmental, regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint orprohibition shall be in effect, preventing the purchase by the Purchaser of the Forward Purchase Shares.



(b) The obligation of the Company to sell the Forward Purchase Shares at the Forward Closing under this Agreementshall be subject to the fulfillment, at or prior to the Forward Closing of each of the following conditions, any of which, to the extentpermitted by applicable laws, may be waived by the Company:

(i) The Proposed Business Combination shall be consummated substantially concurrently with the purchase ofthe Forward Purchase Shares;

(ii) The representations and warranties of the Purchaser set forth in Section 2 of this Agreement shall have beentrue and correct as of the date hereof and shall be true and correct as of the Forward Closing Date, as applicable, with the same effect asthough such representations and warranties had been made on and as of such date (other than any such representation or warranty that ismade by its terms as of a specified date, which shall be true and

11

correct as of such specified date), except where the failure to be so true and correct would not have a material adverse effect on thePurchaser or its ability to consummate the transactions contemplated by this Agreement;

(iii) The Purchaser shall have performed, satisfied and complied in all material respects with the covenants,agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to theForward Closing; and

(iv) No order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with anygovernmental, regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint orprohibition shall be in effect, preventing the purchase by the Purchaser of the Forward Purchase Shares.

8. Termination. This Agreement may be terminated at any time prior to the Forward Closing:

(a) by mutual written consent of the Company and the Purchaser;

(b) automatically

(i) at any time before the Business Combination Closing, if the Alta Mesa Contribution Agreement or theKingfisher Contribution Agreement shall have been terminated in accordance with their respective terms; or

(ii) if the Company becomes subject to any voluntary or involuntary petition under the United States federalbankruptcy laws or any state insolvency law, in each case which is not withdrawn within sixty (60) days after being filed, or a receiver,fiscal agent or similar officer is appointed by a court for business or property of the Company, in each case which is not removed,withdrawn or terminated within sixty (60) days after such appointment.

In the event of any termination of this Agreement pursuant to this Section 8, the Forward Purchase Price (and interest thereon,if any), if previously paid, and all Purchaser�s funds paid in connection herewith shall be promptly returned to the Purchaser, andthereafter this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser orthe Company and their respective directors, officers, employees, partners, managers, members, or stockholders and all rights andobligations of each party shall cease; provided, however, that nothing contained in this Section 8 shall relieve either party fromliabilities or damages arising out of any fraud or willful breach by such party of any of its representations, warranties, covenants oragreements contained in this Agreement.

9. General Provisions.

(a) Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shallbe deemed effectively given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) when sent, if sentby electronic mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal business hours, then



on the recipient�s next Business Day, (c) five (5) Business Days after having been sent by registered or certified mail, return receiptrequested, postage prepaid,

12

or (d) one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next Business Daydelivery, with written verification of receipt. All communications sent to the Company shall be sent to: Silver Run AcquisitionCorporation II, 1000 Louisiana Street, Suite 1450, Houston, Texas 77002, Attention: Secretary, with a copy to the Company�s counselat Latham & Watkins LLP, 555 Eleventh Street NW, Suite 1000, Washington, D.C., 20004, Attention: Nicholas P. Luongo.

All communications to the Purchaser shall be sent to the Purchaser�s address as set forth on the signature page hereof, or tosuch e-mail address, facsimile number (if any) or address as subsequently modified by written notice given in accordance with thisSection 9(a).

(b) No Finder�s Fees. Each party represents that it neither is nor will be obligated for any finder�s fee or commission inconnection with this transaction. The Purchaser agrees to indemnify and to hold harmless the Company from any liability for anycommission or compensation in the nature of a finder�s or broker�s fee arising out of this transaction (and the costs and expenses ofdefending against such liability or asserted liability) for which the Purchaser or any of its officers, employees or representatives isresponsible. The Company agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensationin the nature of a finder�s or broker�s fee arising out of this transaction (and the costs and expenses of defending against such liabilityor asserted liability) for which the Company or any of its officers, employees or representatives is responsible.

(c) Survival of Representations and Warranties. All of the representations and warranties contained herein shall survivethe Forward Closing.

(d) Entire Agreement. This Agreement, together with any documents, instruments and writings that are delivered pursuanthereto or referenced herein, constitute the entire agreement and understanding of the parties hereto in respect of its subject matter andsupersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent theyrelate in any way to the subject matter hereof or the transactions contemplated hereby.

(e) Successors. All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement arebinding upon, and inure to the benefit of and are enforceable by, the parties hereto and their respective successors. Nothing in thisAgreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors andassigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in thisAgreement.

(f) Assignments. Except as otherwise specifically provided herein, no party hereto may assign either this Agreement orany of its rights, interests, or obligations hereunder without the prior written approval of the other party.

(g) Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed anoriginal but all of which together will constitute one and the same instrument.

13

(h) Headings . The section headings contained in this Agreement are inserted for convenience only and will not affect inany way the meaning or interpretation of this Agreement.

(i) Governing Law. This Agreement, the entire relationship of the parties hereto, and any litigation between the parties(whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuantto the laws of the State of New York, without giving effect to its choice of laws principles.



(j) Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts ofNew York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit,action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceedingarising out of or based upon this Agreement except in state courts of New York or the United States District Court for the SouthernDistrict of New York, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit,action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exemptor immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of thesuit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

(k) Waiver of Jury Trial. The parties hereto hereby waive any right to a jury trial in connection with any litigationpursuant to this Agreement and the transactions contemplated hereby.

(l) Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except withthe prior written consent of the Company and the Purchaser.

(m) Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of anyprovision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, asapplied to any party hereto or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be enforceablein accordance with its terms, the parties hereto agree that the governmental authority, arbitrator, or mediator making such determinationwill have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to deletespecific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.

(n) Expenses. Each of the Company and the Purchaser will bear its own costs and expenses incurred in connection withthe preparation, execution and performance of this Agreement and the consummation of the transactions contemplated hereby, includingall fees and expenses of agents, representatives, financial advisors, legal counsel and accountants. The Company shall be responsible forthe fees of its transfer agent; stamp taxes and all The Depository Trust Company fees associated with the issuance of the ForwardPurchase Shares.

(o) Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If anambiguity or question of intent or interpretation arises, this

14

Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise favoring ordisfavoring any party hereto because of the authorship of any provision of this Agreement. Any reference to any federal, state, local, orforeign law will be deemed also to refer to law as amended and all rules and regulations promulgated thereunder, unless the contextrequires otherwise. The words �include,� �includes,� and �including� will be deemed to be followed by �without limitation.� Pronounsin masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will beconstrued to include the plural and vice versa, unless the context otherwise requires. The words �this Agreement,� �herein,� �hereof,��hereby,� �hereunder,� and words of similar import refer to this Agreement as a whole and not to any particular subdivision unlessexpressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independentsignificance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact thatthere exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels ofspecificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of thefirst representation, warranty, or covenant.

(p) Waiver. No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenanthereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach ofwarranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent occurrence.

(q) Specific Performance. The Purchaser agrees that irreparable damage may occur in the event any provision of thisAgreement was not performed by the Purchaser in accordance with the terms hereof and that the Company shall be entitled to specificperformance of the terms hereof, in addition to any other remedy at law or equity.



[Signature page follows]

15

IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.

PURCHASER:

RIVERSTONE VI SR II HOLDINGS, L.P.

By: RIVERSTONE ENERGY VI HOLDINGS GP, LLC

By: /s/ Olivia C. WassenaarName: Olivia C. WassenaarTitle: Authorized Person

Address for Notices:712 Fifth Ave, 19th FloorNew York, New York 10019E-mail:Fax:

COMPANY:


By: /s/ James T. HackettName: James T. HackettTitle: Chief Executive Officer

[To be completed by the Company]

Number of Forward Purchase Shares:

Aggregate Purchase Price for Forward Purchase Shares: $

[Signature Page to Forward Purchase Agreement]

TO BE EXECUTED UPON ANY ASSIGNMENT AND/OR REVISION IN ACCORDANCE WITH THIS AGREEMENT TO��NUMBER OF FORWARD PURCHASE SHARES�� AND ��AGGREGATE PURCHASE PRICE FOR FORWARD PURCHASESHARES�� SET FORTH ABOVE:

Number of Forward Purchase Shares and Aggregate Purchase Price for Forward Purchase Shares as of [ · ], 201[ · ], accepted andagreed to as of this [ · ] day of [ · ], 201[ · ].



RIVERSTONE VI SR II HOLDINGS, L.P.

By: RIVERSTONE ENERGY VI HOLDINGS GP, LLC

By:Name:Title:


By:Name:Title:

[Signature Page to Forward Purchase Agreement]

SCHEDULE A

SCHEDULE OF TRANSFERS OF FORWARD PURCHASE SHARES

The following transfers of a portion of the original number of Forward Purchase Shares have been made:

Date of

Transfer Transferee

Number of

Forward

Purchase Shares

Transferred

Purchaser

Revised Forward

Purchase Share

Amount

TO BE EXECUTED UPON ANY ASSIGNMENT OR FINAL DETERMINATION OF FORWARD PURCHASE SHARES:

Schedule A as of [ · ], 201[ · ], accepted and agreed to as of this [ · ] day of [ · ], 201[ · ] by:

RIVERSTONE VI SR II HOLDINGS, L.P. SILVER RUN ACQUISITIONCORPORATION II

By: By:Name: Name:Title: Title:

Schedule A-1



Exhibit 99.1Alta Mesa Resources Pure-Play STACK Enterprise August 2017

Disclaimer FORWARD-LOOKING STATEMENTS The information in this presentation and the oral statements made in connection therewith include �forward -looking statements� within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. A ll statements, other than statements of present or historical fact included in this presentation, regarding Silver Run II�s proposed business combination with Alta Mesa Holdings, LP (�Alt a Mesa�) and Kingfisher Midstream, LLC (�KFM�), Silver Run II�s ability to consummate the business combination, the benefits of the business combination and Silver Run II�s future financial performance following the business combination, as well as Alta Mesa�s and KFM�s strategy , future operations, financial position, estimated revenues and losses, projected costs, prospects, pl ans and objectives of management are forward-looking statements. When used in this presentation, including any oral statements made in connection therewith, the words �could,� �should,� �will,� �may,� �believe,� �anticipate,� �intend,� �estimate,� �expect,� �project,� the negative of s uch terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management�s current expectations and assumptions about future events and are bas ed on currently available information as to the outcome and timing of future events. Except as otherwise

required by applicable law, Silver Run II, Alt a Mesa and KFM disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this presentation. Silver Run II cautions you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are dif ficult to predict and many of which are beyond the control of Silver Run II, Alta Mesa and KFM, incident to the development, production, gathering and sale of oil, natural gas and natural gas liquids. These risks include, but are not limited to, commodity price volatility, low prices for oil and/or natural gas, global economic conditions, inflation, increas ed operating costs, lack of availability of drilling and production equipment, supplies, services and qualified personnel, processing volumes and pipeline throughput, un certainties related to new technologies, geographical concentration of Alta Mesa�s and KFM�s operations, environmental risks, we ather risks, security risks, drilling and other operating risks, regulatory changes, the uncertainty inherent in estimating oil and natural gas reserves and in pro jecting future rates of production, reductions in cash flow , lack of access to capital, Alta Mesa�s and KFM�s ability to satisfy future cash obligations, restrictions in existing or future debt agreements of Alta Mesa or KFM, the timing of development expenditures, managing Alta Mesa�s and KFM� s growth and integration of acquisitions, failure to realize expected value creation

from property acquisitions, title defects a nd limited control over non-operated properties. Should one or more of the risks or uncertainties described in this presentation and the oral statements made in c onnection therewith occur, or should underlying assumptions prove incorrect, Silver Run II�s, Alta Mesa�s and KFM�s actual resul ts and plans could differ materially from those expressed in any forward-looking statements. RESERVE INFORMATION Reserve engineering is a process of estimating underground accumulations of hydrocarbons that cannot be measured in an exact way. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data and price an d cost assumptions made by reserve engineers. In addition, the results of drilling, testing and production activities may justify revisions of estimates that were made previously. If significant, such revisions could impact Alta Mesa�s strategy and change the schedule of any furt her production and development drilling. Accordingly, reserve estimates may differ significantly from the quantities of oil and natural gas that are ultimately recove red. Estimated Ultimate Recoveries, or �EURs,� refers to estimates of the sum of total gross remaining proved reserves per well as of a given date and cumulative production prior to such given date for developed wells. These quantities do not necessarily constitute or represent reserves as defined by the Securities and Exchange Commission (the �SEC�) and are not intended to be representative of anticipated future well results of

all wells drilled on Alta Mesa�s STACK acreage. USE OF PROJECTIONS This presentation contains projections for Alta Mesa and KFM, including with respect to their EBITDA, net debt to EBITDA rati o and capital budget, as well as Alta Mesa�s production and KFM�s volumes, for the fiscal years 2017, 2018 and 2019. Neither Sil ver Run II�s nor Alta Mesa�s and KFM�s independent auditors or Alta Mesa�s independent petroleum engineering firm have audited, reviewed, compiled, or perform ed any procedures with respect to the projections for the purpose of their inclusion in this presentation, and accordingly , none of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this presentation. These projections are for ill ustrative purposes only and should not be relied upon as being necessarily indicative of future results. In this presentation, certain of the above-mentioned projected information has been repeated (in each case, with an indication that the information is subject to the qualifications presented herein), for purposes of providing comparisons with historical data. The assumptions and estimates underlying the projected information are inherently uncertain and are subject to a wide variety of significant business, econ omic and competitive risks and uncertainties that could cause actual results to dif fer materially from those contained in the pr ojected information. Even if our assumptions and estimates are correct, projections are inherently uncertain due to a number of factors outside our control. A

ccordingly, there can be no assurance that the projected results are indicative of the future performance of Silver Run II, Alta Mesa or KFM or the combined company after completion of any business combination or that actual results will not differ materially from those presented i n the projected information. Inclusion of the projected information in this presentation should not be regarded as a representat ion by any person that the results contained in the projected information will be achieved. USE OF NON-GAAP FINANCIAL MEASURES This presentation includes non-GAAP financial measures, including EBITDA and Adjusted EBITDAX of Alta Mesa. Please refer to the Appendix for a reconciliation of Adjusted EBITDAX to net (loss) income, the most co mparable GAAP measure. Silver Run II, Alta Mesa and KFM believe EBITDA and Adjusted EBITDAX are useful because they allow Silver Run II, Alta Mesa and KFM to more ef fectively evaluate their operating performance and compare the results of their operations from period to period and against their peers without regard to financing methods or capital structure. The computations of EBITDA and Adjusted EBITDAX may not be comparable to other similarly titled measures of other companies . Alta Mesa excludes the items listed in the Appendix from net (loss) income in arriving at Adjusted EBITDAX because these amou nts can vary substantially from company to company within its industry depending upon accounting methods and book values of assets, capita l structures and the method by

which the assets were acquired. Adjusted EBITDAX should not be considered as an alternative to, o r more meaningful than, net income as determined in accordance with GAAP or as an indicator of Alta Mesa�s operating performance or liquidity. Certain it ems excluded from Adjusted EBITDAX are significant components in understanding and assessing a company�s financial performance, s uch as a company�s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are components of Adjusted E BITDAX. Alta Mesa�s presentation of Adjusted EBITDAX should not be construed as an inference that its results will be unaf fected by unusual or non-recurring items. INDUSTRY AND MARKET DATA This presentation has been prepared by Silver Run II and includes market data and other statistical information from sources belie ved by Silver Run II, Alta Mesa and KFM to be reliable, including independent industry publications, government publications or o ther published independent sources. Some data is also based on the good faith estimates of Alta Mesa and KFM, which are derived from their review of int ernal sources as well as the independent sources described above. Although Silver Run II, Alta Mesa and KFM believe these source s are reliable, they have not independently verified the information and cannot guarantee its accuracy and completeness. TRADEMARKS AND TRADE NAMES Alta Mesa and KFM own or have rights to various trademarks, service marks and trade names that they use in connection

with th e operation of their respective businesses. This presentation also contains trademarks, service marks and trade names of third p arties, which are the property of their respective owners. The use or display of third parties� trademarks, service marks, trade names or products in this p resentation is not intended to, and does not imply, a relationship with Silver Run II, Alta Mesa or KFM, or an endorsement or sp onsorship by or of Silver Run II, Alta Mesa or KFM. Solely for convenience, the trademarks, service marks and trade names referred to in this presentation may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that Alta Mesa or KFM will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names . 2



Table of Contents I. Introduction II. Company Overview III. Our Upstream Assets IV. Our Midstream Assets V. Financial Summary VI. Valuation and Timeline Appendix 3



Introduction



Silver Run II Delivering on Investment Criteria Upstream Midstream Assets economic well below current oil price Competitively-positioned assets that benefit from strong supply/demand fundamentals High margin core basin with low field break-evens, deep inventory Expansion opportunities in rapidly growing basin Multiple Stacked Pays Locked-in base returns through stable fee-based contracts High-quality assets with significant unbooked resource potential Assets with return asymmetry from incremental volumes, moderate margin exposure, and/or organic growth projects Opportunities to improve costs through technology Opportunity to expand through technology and acquisitions Synergy with existing upstream portfolio 5 Combined upstream and midstream company allows for significant value uplift from financial optimization



Pure Play STACK Company Premier liquids upstream growth with value-enhancing midstream � World class asset with attractive geology Highly contiguous ~120,000 acres with substantial infrastructure in core of STACK Oil-weighted resource with $25/BBL breakeven; >85% single-well rate of return 4,200+1 gross primary locations; 12,000+1 possible through down-spacing and additional zones � Top-tier operator with substantial in-basin expertise and highly consistent well results 200+ horizontal STACK wells drilled across entirety of Kingfisher acreage maximizes confidence in type well EUR Consistency and geographic breadth of well results affirms repeatability Oil-weighted production in early well life maximizes near-term oil-based revenue (first month 2-stream production at 82% oil with 57% of the type well EUR oil produced in the first five years); consistent GOR profile Industry-leading growth potential; 2-year expected EBITDA CAGR of 128% Demonstrated ability to manage a large development program � average of 6 rigs running in 2017 Robust acquisition pipeline coupled with track record as an aggregator � Highly strategic and synergistic midstream subsidiary with Kingfisher Midstream Flow assurance de-risks production growth Purpose built system designed to accommodate third party volumes � currently 6 contracted customers with approximately 300,000 gross dedicated acres Strategic advantage supporting acquisition of new upstream assets Future opportunity to monetize Kingfisher Midstream through an IPO, and fund upstream

capital needs through proceeds of an IPO, drop downs, and GP / IDR distributions � Financial strength and flexibility to execute business plan through the cycle; cash flow positive in 2019 Team has demonstrated the discipline to survive and grow through cyclical downturns 6 1 Does not include additional resource potential or undeveloped locations on ~20,000 net acres recently acquired in Major, Blaine and Kingfisher counties in July 2017, as described in further detail on page 27 (the �Major County Acquisition�).



Transaction Overview � Jim Hackett and Riverstone raised ~$1 billion through Silver Run Acquisition Corporation II ("Silver Run II") IPO to invest in a market leading company which could generate significant potential return Silver Run II has agreed to merge with Alta Mesa ("Alta Mesa") and Kingfisher Midstream (�KFM�), collectively renamed as Alta Mesa Resources, Inc. (�AMR�) at the closing of the contemplated transaction. The existing Silver Run II public stockholders and Riverstone will collectively hold a 49% interest in the combined Company1 Pursuant to the contemplated transaction, the combined Company implied Firm Value (�FV�) will be ~$3.8 billion at $10 per share, representing the following acquisition metrics: � � FV / 2018E EBITDA FV / 2019E EBITDA 6.1x 3.1 7.3x 4.2 7.1x 3.8 � � � Existing owners of Alta Mesa will roll 100% of their equity into Silver Run II; owners of KFM will retain significant equity stakes Riverstone and related investment vehicles will invest at least $600 million of cash2 Anticipated closing of the transaction in 4Q 2017 1 Assumes no Silver Run II public stockholders elect to have their shares of Class A common stock redeemed in connection with t he closing of the transaction. 2 Includes $400 million of shares of Class A Common Stock and warrants to be purchased from Silver Run II under the forward purchase agr eement dated as of March 17, 2017. Does not include additional $200 million commitment from Riverstone under a forward purchase agreement entered into in connection with the proposed

transaction. 7 AMR KFM Total



Transaction Summary ($ millions) KFM Owners 14% Legacy Owners' Rollover Equity Silver Run II Cash Investment Riverstone Cash Investment 2 $1,993 999 1 600 Shares Outstanding Share Price Equity Value Less: Cash Plus: Debt Firm Value 388.6 $10.00 Legacy Alta Mesa Owners 37% Total Sources $3,591 $3,886 (551) 500 Total Cash Sources $1,599 2 Riverstone 22% Legacy Owners' Rollover Equity Cash to KFM Owners Cash to Alta Mesa Balance Sheet & Interim Capex Funding $1,993 813 786 $3,836 Legacy SRII Owners 27% Total Uses $3,591 Total Cash Uses $1,599 Accounting Note: Sources & Uses includes estimates of transaction fees, debt at close, and other transaction closing adjustments, and is subject to change. 1 SPAC capital net of deferred underwriting expense. 2 Reflects Riverstone and related investment vehicles, and incudes $400 million of shares of Class A Common Stock and warrants to be purchased from Silver Run II under the forward purc hase agreement dated as of March 17, 2017. Does not include additional $200 million commitment from Riverstone under a forward purchase agreement entered into in connection with the proposed transaction. 3 Assumes none of legacy Silver Run II owners exercise their stockholder redemption rights and does not give ef fect to any shar es of Class A Common Stock that may be acquired by the Alta Mesa or KFM sellers in connection with certain earn -out provisions in the applicable contribution agreements. 8 Alta Mesa Resources, Inc.: AMR Jim Hackett, Executive Chairman Hal

Chappelle, President & CEO Upstream Operations Kingfisher Midstream Corporate Development Land Finance & Mike McCabe Vice President and CFO Mike Ellis Founder and COO Jim Hackett COO Tim Turner Vice President David Murrell Vice President Pro Forma Organizational Structure Transaction Multiples FV / 2018E EBITDA ($543)7.1x FV / 2019E EBITDA ($1019)3.8x Uses Sources Post-Transaction Ownership3 Implied Firm Value Sources & Uses ($ MM)



Company Overview



Alta Mesa Overview Focused on development and acquisition in the STACK MMCF/D acres loading LACTs5 Source: Public Filings, Investor Relations. Note: All reserve figures per NYMEX strip pricing as of 12/31/2016 close; represents acreage as of 7/20/2017. 1 Does not include additional resource potential or undeveloped locations on ~20,000 net acres recently acquired in the Major County Acquisition. 2 Includes additional locations from downspacing in the Oswego, Meramec, Lower and Upper Osage formations as well as additional locations in the Big Lime, Cherokee, Manning, Chester , Woodford and Hunton formations. 3 Horizontal wells drilled as of 8/14/17 4 Includes 80 MMCF/D offtake processing expected 3Q 2017. 5 Lease Automatic Custody Transfer units. 10 Midstream Metrics Natural Gas Processing Current / YE 2017 60 / 3404 Pipelines 300+ miles Dedicated Acreage ~300,000 gross Storage Capacity 50 MBBL with 6 Contiguous Core Position in STACK Oil Window Legend Upstream Metrics Net STACK Surface Acres ~120,000 Current Production (BOE/D) ~20,000 % Liquids 69% Proved Reserves (MMBOE) 144 Resource Potential (MMBOE)1 >1,000 Estimated Potential Gross Identified Locations1 4,196 Estimated Total Gross Locations1,2 12,133 Gross Stack Wells Producing / Horizontal Operated STACK Wells Drilled3 167 / 205 2017 Average Rigs 6



High Caliber STACK Operating Team Cohesive, tenured, scalable team producing world class results Hal Chappelle President and CEO 13 30+ Mike Ellis Founder and Chief Operating Officer 30 30+ Mike McCabe VP and Chief Financial Officer 11 25+ Gene Cole VP and Chief Technical Officer 10 25+ Kevin Bourque VP, Mid Continent Operations 10 20+ David McClure VP, Facilities and Midstream 7 15+ Tim Turner VP, Corporate Planning and Reserves 4 30+ Dave Smith VP, Geology, Geophysics & Exploration 18 30+ Ron Smith VP and Chief Accounting Officer 10 30+ David Murrell VP, Land 10 25+ 11 Relentless focus on technological advancements and continuous learning Corporate / Finance & Accounting (50 Employees) Engineering & Geology (45 Employees) Operations (60 Employees) (40 Contractors) Land (25 Employees) Robust Capabilities, Organizational Scale, Public Company Processes to Drive Long-Term Success Name Position Years at AMR Years Experience



Optimization, Delineation and Expansion Systematic horizontal development and growth of contiguous acreage 12 2016 & 2017 Plan Legend 120,000+ Net Acres 2016 � Production reached ~20 MBOE/D � Drilled 100th STACK HZ well & first Gen 2.5 well � DrillCo JV started, accelerated STACK drilling with 5 operated rigs � Phase I of Kingfisher Midstream completed, with 60 MMCF/D processing plant, crude and gas gathering, transmission pipelines, 50,000 BBL/D crude terminal, and field compression 2017 � Increased to 6 STACK operated rigs (95% of capex budget) � Phase II of KFM expected to be complete, which includes 200MMCF/D cryo plant expansion, gas gathering pipelines, field compression and high-pressure gas transmission pipelines 1992 - 2013 40,000+ Net Acres 1987 � Founded by Mike Ellis with ~$200K 1991 � Initial Sooner Trend acreage acquired from Conoco/Exxon/Texaco-operated units 2007-2012 � Drilled 27 vertical stratigraphic delineation wells within legacy acreage; defined robust Osage prospectivity in vertical wells � Spud first two operated HZ STACK wells in December 2012 2014 - 2015 73,000+ Net Acres 2013 � Progressed through first two completion designs (Gen 1.0 and Gen 1.5) 2014-2015 � Commenced aggressive STACK leasing/acquisition and accelerated STACK development, increasing from 4 operated rigs (37% of capex budget) to 70% of total capex budget � Built STACK acreage from 40K to 70K+ acres through bolt-on acquisitions



Alluring Macroeconomic Fundamentals High quality rock drives compelling returns, robust rig activity 169.3% 4 5 NYMEX Strip Broker Consensus $70.00/bbl / $3.50/mcf Gen 2.0 Gen 2.5 (�000 of gross acres) 69% 52% 55% Mesa(7) 175 541 639 Phase I + II Phase III / Western Expansion Phase I + II + III Additional Acreage Under Negotiation 2017E Alta Mesa 2018E Other Producers (Phase I & II) 2019E Other Producers (Phase III) Source: BakerHughes, Wall Street Research. 1 Based on 15% IRR hurdle. Assumes gas price deck of 2017: $3.10/mcf; 2018: $2.99/mcf; 2019: $2.83/mcf; 2020: $2.82/mcf; thereafter: $2.83/mcf. 2 AMR breakeven price company prepared. Based on AMR 651 MBOE mean type curve. 3 Osage type curves assume 17% royalty burden and $3.2mm D&C well cost. Adjusted for transportation costs paid to KFM. Excludes $1.25 / bbl oil transportation costs. 4 NYMEX strip pricing as of 8/3/2017 close until 2021 and held flat thereafter. 5 Assumes Broker Consensus Price Deck (2017: $51.16/bbl / $3.16/mcf; 2018: $54.90/bbl / $3.14/mcf; 2019: $58.00/bbl / $3.05/mcf and held flat thereafter). 6 Not inclusive of producer customers� entire gross acreage position; additional gross acreage proximate to KFM available for g athering and processing services. Includes additional acreage to come and/or under negotiation. 7Percentage of Phase I & II shown. 13 Alta Mesa - Updip Oil STACK 2 $24.40 Core Midland - Wolfcamp A&B $27.16 S. Delaware Basin - Reeves Wolfcamp A $27.53 STACK Meramec - Over-Pressured Oil $27.71 DJ

Basin - Wattenberg Core XRL $32.14 N. Delaware Basin - Wolfcamp XY $33.36 SCOOP Woodford Condensate $34.66 Eagle Ford - Karnes Trough $34.76 393 193 86 22 118 239 128 366 KFM Gas Inlet Volumes by Producer (MMCF/D) % Alta KFM Acreage Dedications / Resource Allocations Breakdown6 102.6% 89.7% 137.1% 82.3% 71.2% Alta Mesa Type Well IRR3 Major U.S. Oil Plays � Breakeven Prices ($/BBL)1



Asset Value of AMR�s STACK Position ~$7B PV-10 Value from Identified Gross Locations before downspacing primary focus of the near-term development plan Major County Acquisition 6 $1,260 to 20 WPS2 to 27 WPS 3Uplift Asset Value Facilities Value Note: PV-10 figures as of 7/1/2017. Reflects Generation 2.0 Type Curve. Assumes Broker Consensus Price Deck (2017: $51.16/bbl / $3.16/mcf; 2018: $54.90/bbl / $3.14/mcf; 2019: $58.00/bbl / $3.05/mcf and held flat thereafter). Does not include additional resource potential or undeveloped locations on ~20,000 net acres recently acquired in the Major County Acquisition. Adjusted for transportation costs paid to KFM; excludes $1.25 / bbl oil transportation costs (�KFM Margin Uplift�). 1 Illustrative midstream uplift value assumes 2018E EBITDA valued at 13.7x. 2 Low Risk downspacing of Osage to 11 WPS (966 locations), Meramec to 5 WPS (318 locations), and Oswego to 4 WPS (516 locations). 3 Additional downspacing of Osage to 15 WPS (1,288 locations) and Meramec to 8 WPS (954 locations). 4 Assumes 2018E Upstream G&A capitalized at 7.5x. 5 Assumes pro forma net debt at transaction close based on Alta Mesa Q2 2017 revolver balance outstanding. 6 Additional Formations include Big Lime, Manning, Hunton, Woodford, Cherokee, and Chester. 14 Alta Mesa�s 4,196 Identified Gross Drilling Locations are the Combined Illustrative $2,646mm Midstream Value excludes GP/IDRs $395$7,141 $905 $10,574 $1,294 $1,233 $2 $10,266 ($239) ($7) ($64) Additional Formations $687 $1,564

$199 $2,566 $417 PDP Osage Meramec Oswego DrillCoKFM Margin Alta Mesa Third Party Total Base UpliftMidstream Midstream Case Gross Uplift 1Uplift 1 Asset Value DownspacingDownspacing KFM Margin Total Gross G&A 4Net Debt 5 Pipeline & Hedges Net Asset Capex $54 Implied P/NAV: 38%



Our Upstream Assets



Significant Activity in Alta Mesa �Neighborhood� Prominent operators active in Updip Oil Window adjoining Alta Mesa Source: IHS Enerdeq, HPDI. Note: Represents a combination of current and recent rig activity. 1 Operators with 2 rigs or fewer running. 16 Permits 180 Days MRO CLR 1 CLR CLR MRO MRO DVN MRO NFX CLR MRO CLR NFX MRO DVN NFX DVN MRO DVN AMR DVN AMR AMR CHK NFX DVN MRO CHK CHK CHK SD SDSD CHK



Alta Mesa Vision Rigorous development and balance sheet to consolidate regional assets Existing Asset Value � Early phase of systematic Meramec/Osage, and Oswego development Our goal: maximize discounted cash flow � � Improve drilling efficiencies through technology and pad drilling Continually optimize well density, stage spacing, pump rates, fluids, proppant, hydraulics � � Delineate and develop other horizons � Established productive zones � Big Lime, Manning, Cherokee sands, Woodford, Hunton Untested zones � Chester Shale � STACK Enterprise Expansion � Consolidate acreage where we can be best-in-class Operator 17 Note: Wells drilled map as of August 2017. Alta Mesa Position in Expanding STACK/MERGE/SCOOP Area



Progressive Increase in Completion Alta Mesa leadership in operational advancements Intensity � Alta Mesa has proactively advanced completion designs with each generation � leading to improved well response and economics: 100 90 Number of stages increases with each generation as stage spacing decreases Average sand per stage has increased with each generation Total fluid per stage increases with each generation 80 70 60 � Continuously optimizing completions designs through reduced frac stage spacing for increased formation stimulation 50 40 Avg Frac Stages Avg. Stage Spacing (Ft.) Slickwater - Avg Total (BBLS/Ft.) Sand - Total Avg. (Lbs/Ft.) 12 340 29 317 18 256 42 457 24 194 56 677 32 150 66 1,193 35 140 75 1,500 ? ? ? ? 30 20 10 Frac Design Type Flow Design Type Packers Type Well Count1 Packer/Sleeve Slickwater Mechanical 7 Hybrid Slickwater Hybrid 6 Plug/Perf Slickwater Swell 59 Plug/Perf Slickwater Swell 94 Plug/Perf Slickwater Swell --? ? ? ? 0 0 6 12 18 Production Month 18 1 Wells completed as of 8/16/17 Further Improvement Cumulative Production (MBO) Flowback Rate-Controlled In Early Periods Design ParametersGen 1.0Gen 1.5Gen 2.0Gen 2.5CurrentFuture Current Type Curve � Gen 2.0 Completion Summary By Generation



Average Well Results Results as of YE 2016 with early-stage Gen 2.5 forecasts MBOMBOE � Financial goal: maximize discounted cash flow � Well design goal: optimize stimulated reservoir volume 598 Well spacing Proppant loading Fluid rates Landing zones Average Generation 1.0 Average Generation 1.5 Average Generation 2.0 Expected Generation 2.5 Beyond Generation 2.5 7 6 50 Wells � Approximately 57% of the oil, 50% of the natural gas liquids, and 38% of the natural gas are produced in the first five years thereby enhancing the early revenue per unit and the resulting economics Cumulative % MBOE (2-Stream) Oil % (2-Stream) 100% 18 16 80% 14 � The GOR increases over time with month one approximately 1 Mcf/Bbl, month twelve approximately 5 Mcf/Bbl, month sixty approximately 8 Mcf/Bbl. 12 60% 10 � In month one, 2-stream production from the well is 82% oil and 3-stream production is 86% liquids 8 40% 6 � In year one, 2-stream production from the well is 66% oil and 3-stream production is 74% liquids 4 20% 2 � The well breaches the 2-stream 50% oil point near the end of year 2 and 3-stream production remains above 50% liquids point for the life of the well 0% 0 0 12 24 36 48 60 Months 72 84 96 108 120 Source: R yder Scott-audited Reserve Report, Company data. 1 Based on Ryder Scott-audited Reserve Report. Excludes 9 wells with circumstances that will not be repeated due to unacceptable results: i) 4 wells with 660� spacing in a high porosity area, ii) 3 child wells drilled between 2 parent wells without inje cting water

into the parent wells prior to frac, iii) 1 well which were shut in for more than 90 days after frac, iv) 1 well that fraced into a vertical well and the vertical well was not plugged in the Osage/Meramec. 2 LNU17N06W02A Miss well (Ryder Scott-audited Reserve Report). 19 GOR (MCF/BBL) % Liquids (3-Stream) GOR (MCF/BBL) Oil-Weighting Over Time Oil and Liquids Content Over Time2 # of 472 149 247 183 71 Optimizing Stimulated Reservoir Volume Average EUR by Generation1



Cost-Advantaged Asset Base Infrastructure and basic well design mitigate cost inflation 1 $ 12.0 $ 10.0 $ 8.0 2 $ 6.0 $ 4.0 $ 2.0 $ 0.0 3 Naturally Flexibility to use more commoditized proppant 20 1 AMR Pad Drilling D&C only and does not include $300k of allocated facilities cost. Penn Mississippian AMR - MRMC/OSAGE (Gen 2.0) AMR - MRMC/OSAGE (Gen 2.5) CHK - OSWEGO DVN - MRMC SLNP MRO - MRMC DVN - UPPR MRMC NFX - MRMC SXL CLR - MRMC MRO - MRMC XEC - MRMC Updip Oil Window Oswego Pre-Pennsylvanian Unconformity STACK PLAY TESTED HORIZONTAL TARGETS Osage/Meramec True Dip 1 degree SW Cross Section Location Map STACK Regional Stratigraphy Gross D&C1 ($MM) Lat. Length: 4.8k 4.8k 4.8k 5.0k 4.8k 5.0k 9.6k 9.8k 9.6k 10.0k Advantage Why It Matters Shallower Targets Allows for the elimination of additional strings of casing, liner tie-back, and reduces horsepower used during stimulation Reduced drilling time and costs per well enhances capital flexibility and efficiencies One-mile Laterals Reduces mechanical risk of completions vs two-mile Use less steel by utilizing smaller diameter pipe program Lower cost per foot to execute drilling and completions Fractured Formation Heavier proppant loads not required



Alta Mesa: Low Cost Operator Peer leader in operating cost and capital efficiency $24.21 $8.77 $8.89 $8.53 $7.96 2 2 AMR XEC CLR PE FANG RSPP NFX MRO DVN $6.39 0.8x AMR 5 CLR AMR FANG PE RSPP XEC NFXMRO DVN XEC NFXCLR PE MRO RSPP FANG DVN Alta Mesa STACK Peers Permian Peers Source: Public Filings as of 4Q 2016. 1 Calculated as future development costs divided by proved undeveloped reserves. Shown as of 12/31/2016. 2 MRO and DVN PUD F&D evaluated based on US assets only. 3 Calculated as 4Q16 unhedged EBITDAX/BOE divided by organic F&D. Includes Q4 acquired BCE wells in calculation. Organic F&D defined as Future Development Costs / PUD volumes per SEC filings and excludes reserves added through acquisiti ons. 4 Does not include gathering & transportation. 5 LTM 3/31/2017 excluding legacy vertical and waterflood-related production. 21 $4.81$4.98$5.10 $3.58$3.66$3.70$3.87 $2.99 4.0x Illustrative KFM Margin Uplift 3.4x3.2x 3.1x 1.8x1.7x 3.7x 1.1x Q1 2017 LTM LOE ($ / BOE)4 Recycle Ratio3 $13.78 $9.37$10.02 $5.62 SEC Future Development Cost Per Proved Undeveloped BOE ($ / BOE)1



Solid Results Affirm De-Risked Acreage Position Representative wells across 11 townships Operated Barbara 1706 3-22MH Beyer 4-6H Boecher 1706 4-19MH Bollenbach 1705 4-21MH 4,812 4,452 4,832 4,820 579 863 574 994 120 194 119 206 346 505 560 185 82% 75% 72% 55% 72 113 116 38 1 2 3 4 5 Bollenbach 1705 6-30MH 4,795 1,198 250 436 92% 91 Brown 1706 6-27MH 4,850 839 173 316 76% 65 6 7 Cleveland 1805 2-26MH Dixon 1505 3-16MH 4,645 4,858 686 657 148 135 451 325 77% 81% 97 67 8 9 10 EHU 220H EHU 235H Evelyn 1706 5-18MH Francis 1706 5-8MH Gilbert 1706 6-21MH Hawk 1906 7-13MH Helen 1605 5-33MH 3,651 5,300 4,857 4,856 4,738 4,813 4,620 678 559 575 664 590 540 652 186 106 118 137 125 112 141 216 357 621 349 409 216 331 91% 89% 87% 69% 59% 80% 77% 59 67 128 72 86 45 72 11 12 13 14 15 16 17 18 James 1706 5-26MH 4,748 738 155 352 79% 74 19 20 LNU 16-2H LNU 49-4H Mad Hatter 1506 2-34MH Martin 1505 4-9MH Matheson 1705 5-10MH Mitchell 1806 2B-27MH 4,788 4,518 4,670 4,795 4,765 4,598 873 756 632 620 729 646 182 167 135 129 153 140 282 518 294 278 448 311 89% 79% 90% 64% 79% 81% 59 115 63 58 94 68 21 22 23 24 25 26 27 28 29 30 Pinehurst 1706 5-5MH Redbreast 1505 4-7MH Rigdon 17015 6-11MH Rudd 1605 2A-5MH Three Wood 1505 4-17MH 5,061 4,709 4,827 4,010 4,634 672 655 725 520 629 133 139 150 130 136 572 251 697 489 321 75% 73% 82% 58% 76% 113 53 144 122 69 31 32 33 34 35 Vadder 1805 2-12RMH Wakeman 1706

6-25MH Weber 1806 3-22MH 4,504 4,842 4,797 669 925 646 148 191 135 542 787 112 63% 62% 75% 120 162 23 36 37 38 39 Non-Operated Deep River 30-1MH Holiday Road 2-1H King Koopa 1606 2UMH-22 5,586 5,100 4,691 NA NA NA 89 67 83 324 153 380 41% 85% 60% 58 30 81 40 41 42 43 Post 1706 1-30MH Ruzek 1H-3X Trifecta 1807 20H-14-1 4,919 6,872 4,346 456 498 662 93 72 152 461 688 555 66% 67% 92% 90 100 128 44 45 Source: Alta Mesa Year-End Reserve Report. For non-Alta Mesa operated wells, IHS Enerdeq. Note: EURs based on NYMEX 2016 pricing. Does not include additional resource potential or undeveloped locations on ~20,000 ne t acres recently acquired in the Major County Acquisition. 1 Includes 7 wells not operated by Alta Mesa. Includes wells operated by Chaparral, GST, MRO and NFX. 2 3-Stream EUR assuming 75.4 BBL/MMCF NGL yield and 15.9% shrink. 46 22 OOID 1OH-24 5,357 1,459 272 533 88% 99 White Rabbit 1506 2-27MH 4,811 633 132 428 91% 89 Todd 1706 6-4MH 5,019 946 188 599 68% 119 Oak Tree 1605 2-30MH 4,744 813 171 634 69% 134 Oltmanns 1805 6-14MH 4,930 822 167 631 70% 128 Oswald 1705 6-28MH 4,815 1,144 238 278 66% 58 Lankard 1706 6-34MH 4,855 847 174 1,291 58% 266 Hoskins 1705 2-9MH 4,693 932 199 507 85% 108 EHU 219H 4,950 790 160 123 88% 25 Clark 1705 5-12MH 4,657 827 178 615 85% 132 Lateral EUR EUR/'000 IP90 IP90 IP90/'000 Well Name1 Length (MBOE)2 Lateral ft2 (BOE/D) % Oil Lateral ft Notable 2017 Alta Mesa Wells

Well Target IP30 (BOE/D) Aces High 1606 4-11MH Osage 823 Coleman 1706 6A-9MH U Osage/L Meramec 514 Dalwhinnie 1605 1-31MH Osage 702 Fazio 1705 1-13MH Osage 909 Hasley 1605 1-28MH Osage 549 Huntsman 1506 2-23MH Meramec 598 Macallan 1806 4-17MH Osage 643 Odie 1606 1-12MH U Osage/L Meramec 849 Peat 1606 1-26MH Osage 522 Pollard 1805 3-2MH Osage 507 Red Queen 1506 1-1MH Osage 509 Shiner 1505 1-3MH Osage 585 Speyside 1606 1-27MH Osage 997 Yellowstone 1505 4-8MH Osage 740



Alta Mesa STACK Development Moving into development mode on de-risked Kingfisher acreage Oswego/ Big Lime 1,500� Meramec Osage 750� 1,500� 750� 750� 750� 750� � Near term development plan focuses on continued optimization of frac stage spacing, transitioning to development mode, delineating Oswego performance, and accelerating infrastructure investments Delineate and de-risk recently acquired Major County Acquisition acreage All wells in inventory are planned as single-section laterals T ransition to primarily pattern development in 2017 Average of 6 rigs running in 2017 � � � � 23 550 ft 450 ft150 ft Alta Mesa Development Strategy 2017 Development Plan Base Case Development Plan For AMR



STACK: A Significant Petroleum System Additional development potential in multiple stacked pay zones � Existing spacing tests at 660� show full development potential 660� spacing tests have more than 200 days of online production Over 800 days of strong well performance at spacing of 1,200� Three target zones in Osage/Meramec, which represents a continuous 550� section and one additional in Oswego Down-spacing Additional Formations Type Log Formation Targeted Total � � � � Eight zones have proven hydrocarbon production from vertical wells Chester Shale offers added potential AMR and others have already drilled successful Oswego, Meramec, Osage, Woodford, and Hunton horizontal wells Additional formations, including Big Lime and Red Fork, have horizontal permits and strong vertical production Drilling days expected to remain similar across the various formations AMR drilling Manning Limestone in 2017 � � � � � Note: Actual Alta Mesa log above displays productive formations. 24 Additional Zones Big Lime44 Oswego224 Cherokee Shale Prue Sand Skinner Sand44 Red Fork Sand Manning Lime44 Chester Shale44 Meramec448 437 Osage 448 Woodford Shale88 Hunton Lime44 Total14132855 Potential 55 Wells per Section Alta Mesa Existing Development



Deep Drilling Inventory 4,196 Identified Gross Locations represent 14+ years of inventory Osage Meramec Oswego Big Lime Manning Hunton Woodford Other3 Note: Identified locations based on AMR interest in 320 Meramec/Osage and 257 Oswego sections; excludes additional resource p otential or undeveloped locations on ~20,000 net acres recently acquired in the Major County Acquisition. 1 Low Risk downspacing of Osage to 11 WPS (966 locations), Meramec to 5 WPS (318 locations), and Oswego to 4 WPS (516 locations ). 2 Additional downspacing of Osage to 15 WPS (1,288 locations) and Meramec to 8 WPS (954 locations). 3 Other Formations include Cherokee and Chester. 25 Alta Mesa�s 4,196 Identified Gross Drilling Locations are the primary focus of the near-term development plan 174 12,133 8,238 484 4,196 2,448 OsageMeramecOswegoCurrent Identified (8 WPS)(4 WPS)(2 WPS)Targeted Locations Downspacing to Downspacing to Current IdentifiedAdditionalOther Additional Total PotentialMajor County 20 WPS 127 WPS 2and Downspacing Formations -FormationsLocationsAcquistion Locations2017 Drilling 1,264 516 318 966 954 1,288 484 488 753 1,996



Progressive Execution Track record of growth in production, reserves, acreage position 102,466 Recent addition YE 2013 YE 2014 YE 2015 YE 2016 Core STACK acreage 22.2 2012 2013 2014 2015 2016 June 2017 � Acreage has grown from ~40,000 net acres to ~120,000 net acres since 2013 143.6 � Disciplined acreage aggregation focused primarily on �bolt-on� acquisitions to systematically increase contiguous position � July 2017 added ~20,000 net acres in Major, Blaine, and Kingfisher; geologic character similar to central-eastern Kingfisher acreage 17.0 8.7 YE12 YE13 YE14 YE15 YE 16 (SEC) YE 16 (NYMEX) Source: Company data, Public Filings, IHS Herolds, RigData. 1 Inclusive of Net Production from Bayou City JV. 2012 and 2013 data reflects occurrence date and not accounting date LOS, due to the reasoning that occurrence date method incorporated a change in NGL accounting; whereas accounting date LOS does not. 2 YE 2016 proved reserves as of 12/31/2016 close. 3 YE12-15 proved reserves based on NYMEX pricing. 26 129.6 68.3 27.6 Proved Reserves (MMBOE)2,3 13.1 8.8 4.8 1.01.7 Total Net Production (MBOE/D)1 73,512 40,587 44,506 Net STACK Acreage Alta Mesa Footprint



� �� I �� .. �Ell�is � &:. .. t-... � a Hemphill � Rbge; � ·-I � I � � � � � � �� Ctar � -fs... D Alta Mesa Kingfisher Acreage D Alta Mesa Major County Acquisition Actionable Acreage - Washita - 27 Source Investor Presentations. 1Derrick Private Equity Backed/Prvi ate Company (-2.1MM Gross A cres) Public Company (-0.5 MM Gross A cres) Public Company I Private Equity Backed/Private Company Overlap Alta Mesa Overlap o I � 1 � ��



Our Midstream Assets



KFM is Value Accretive to Alta Mesa Vertical integration yields substantial strategic and financial benefits including 80 MMCF/D of additional offtake 29 Rapidly Expanding G&P Complex in the Heart of the STACK �KFM is positioned to capture volume growth from the STACK �Acreage dedications / resource allocations of ~300,000 gross acres Gathering, Processing and Market Access Support Production Growth �Total processing capacity is expected to be 340 MMCF/D in 4Q 2017, �Substantial firm transport to support future growth Bundled Natural Gas Residue Solution Enhances Marketability �KFM capable of providing takeaway solutions to end-markets today �KFM has secured firm takeaway capacity on PEPL and OGT Competitive Advantage in Acquisitions �KFM well positioned to serve other operators; major gas pipeline projects recently announced by others will be more costly and less timely �Modern processing recoveries and priority residue access to premium markets should result in higher netbacks KFM�s Expansion Of fers Complementary, High-Growth Development Project �Expansion focused on the next stage of STACK development �Limited G&P infrastructure provides opportunity for KFM expansion �KFM involved in negotiations with anchor customers Midstream Business Can Support Future Capital Needs �Volumetric growth from third-party development provides upside �Attractive trading multiples and GP/IDR optionality / currency �Future opportunity to monetize KFM and fund upstream capital needs through an MLP

IPO, drop downs, and GP / IDR distributions



Market Multiples for Midstream Higher than Upstream Alta Mesa owners to capture GP / IDR cash flow / multiple arbitrage � Likely valuation uplift (multiple arbitrage vs. traditional peer group) 30.0x GP Median: 25.3x 23.8x 25.0x 20.0x 15.0x 10.0x 5.0x 0.0x AMGP EQGP EQM AM HESM NBLX DVN XEC CLR NFX Base 2,668 Multiple Midstream GP Upstream �Potential to continue to benefit from cash flows through retained LP, GP, and IDR ownership interest ($ in millions) $5,275 EBITDA Splits Multiple Implied Value Value of Margin in Upstream MLP Multiple Expansion MLP Value Multiple Expansion Potential Midstream Value (MLP + GP) Uplift 30 1 Illustrative KFM future value expansion assuming KFM 2019E EBITDA of $318mm. FV / 2018E EBITDA $4,350 $2,390 $1,960 $924 Upstream Midstream GP $1.0 100% $1.0 100% $1.0 75%25% 7.5x 13.7x 13.7x25.3x $7.5 $13.7 $10.3$6.3 --1.8x 2.2x Illustrative Value Accretion from GP Structure Illustrative Midstream Value Creation1 Upstream4.8x6.1x8.1x6.3x 26 .8x 13.8x13.8x13.6x12.3xMidstream Median: 13.7x 9x Upstream Median: 7.5x 7.9x7.7x7.3x5. Valuation Arbitrage



Kingfisher Midstream Summary Existing Infrastructure mi. Note: Represents multiple lines in ditch. 1 Includes 16 miles under construction 2 Includes 20 miles under construction 31 Natural Gas Processing �Current processing capacity of 60 MMCF/D �Second 200 MMCF/D plant under construction �80 MMCF/D offtake processing expected 3Q 2017 �1,200 BBL/D condensate stabilizer Low Pressure Pipeline �223 miles1 of low-pressure crude and gas gathering lines Natural gas gathering: 6�-16� pipeline Crude gathering: 6�-8� pipeline High Pressure Pipeline �98 miles2 of 4� to 16� rich gas transportation pipeline Average operating pressure of 1,100 psig and piggable �4 miles of 16� residue gas pipeline with 230 MMCF/D of capacity to PEPL �5 miles of 16� residue gas pipeline connecting KFM to OGT in service October 2017 �4 miles of 6� NGL Y-grade pipeline, with 10,000 BBL/D capacity to Chisolm Pipeline Compression Facilities �Field Compression 3 CAT 3516s at Lincoln South Location (4,140 total horse power) 3 CAT 3516s at WSOR Location (4,140 total horse power) 1 CAT 3516, 1 CAT 3306 at Garfield Compressor Site 1 CAT 3508 at Snowden Compressor Site 1 CAT 3516 at West Kingfisher Compressor Site 1 CAT 3508 at Great Divide Compressor Site �Inlet Compression � 6x CAT 3606s (10,650 total horse power) �Residue Compression - 3x CAT 3516s (4,140 total horse power) Other Infrastructure �50,000 BBL crude storage with 6 truck loading LACTS �3 NGL bullet tanks: 90,000 gallon capacity Producer Connections �54 central

delivery point receipt connections serve 188 units Cushing ~60



KFM Midstream Takeaway Overview Pipeline Description Current Takeaway Capacity Expansion Projects Commentary producers. KFM�s residue position provides KFM producer clients insuring that KFM producer customers can rates that will be needed to solidify new netbacks for KFM producers dedicated to netbacks the area optionality between in-state and the Gulf 32 Natural Gas �Connected to PEPL � owned and operated by Energy Transfer �PEPL consists of four large diameter pipelines extending approximately 1,300 miles throughout Mid-Continent and other market centers �KFM will connect to OGT Q3 2017 �OGT services local Oklahoma gas demand, but via on expansion will begin to deliver gas to WAHA in Q2 2018 �100,000/day FT on PEPL �50,000/day FT on OGT, expanding to 125,000/day June 2018 25,000 Dth/d for 4 years 100,000 Dth/d for 10 years �KFM in discussion with all proximate outlet pipelines looking to expand out of the basin �Gas takeaway is functionally full creating a constrained environment for some flow assurance and better netbacks for �Residue gas is split connect between PEPL and OGT, and under long term agreements flow out of the basin �Capacity rates are low compared to new capacity out of the basin creating better the system NGL �Connected to Chisholm Pipeline - operated by Phillips 66 �Delivers NGLs to Conway �Operational capacity of ~41,000 Bbls/d on existing Chisholm line � Currently under a 3 year contract extendable for 2 1-year terms with shipper history �Opportunity to tie into other NGL

pipelines in the area � Volumes could warrant expansion or new build to Mt. Belvieu �Connected to P66�s Chisolm Y-grade pipeline that takes Y-grade to Conway, KS for fractionation � Multiple NGL lines within 7 miles of plant to further diversify Y-Grade options when needed �KFM Y-grade optionality will allow producers to capture netback uplift between Conway, KS and Mt Belvieu Crude �Crude gathered to a central delivery point at the plant site �Six truck bays for LACT loading and unloading �Multiple pipeline connection options �Not currently committed �Long haul pipeline opportunities to Cushing and other demand sources in �Crude system is focused around keeping Alta Mesa barrels and future third party barrels clean to market, producing better �Proximity to Cushing provides market Coast refineries. � No long terms commitments provide KFM the option to build out long-haul crude pipelines enhancing drop down inventory



KFM Phase III Expansion Overview � Recent Major county acquisition adds scale through ~20,000 acre dedication � Offset operator activity in the Western STACK reflects compelling economics driving producer interest and investment � KFM has identified and plans to capitalize on this midstream opportunity and is rapidly commercializing this growth initiative � KFM is in the process of securing acreage dedications and other resource allocations in the Western STACK 33



Financial Summary



Financial Strategy and Pro Forma Financial Impacts � Demonstrated trajectory to positive free cash flow with near-term development funded with transaction proceeds Secure robust liquidity to fund development, with near-term production growth ensured by KFM takeaway capacity Pro forma for this transaction, financial flexibility in place to pursue opportunistic acquisitions with a goal toward consolidation of the STACK region � � � Maintain conservative credit metrics of < 2.0x leverage through the cycle Preserve an optimal debt maturity profile Maintain simplified balance sheet � � � Prudent capital budget focused on securing leasehold and developing existing acreage Ensure capital budget is flexible to future changes in commodities and/or service costs Continued rolling hedge strategy to protect revenues and support development program � � 1 Cash to balance sheet includes funding for interim cash needs until closing. 2 Current revolving credit facility balance as of 8/10/2017 does not include approximately $5mm of letters of credit. 3 Change of control not triggered for 2024 Senior Notes upon execution of transaction. 35 Protect Cash Flow Maintain Conservative Balance Sheet Significant Financial Flexibility Capitalization at Announcement Current ($ in millions, unless specified) Alta Mesa KFM Adjustments Pro Forma Cash and Cash Equivalents $5 $28 $5171 2 2 Revolving Credit Facility 269 $0 (269) 7.875% Senior Notes due 2024 500 $551 0 5003 Total Debt $769 $0 ($269) Net Debt 763 $500 (51) Financial and Operating Statistics 2017E

EBITDA $155 $42 2018E EBITDA 358 184 2019E EBITDA 701 318 Credit Metrics Net Debt / 2017E EBITDA 2018E EBITDA 2019E EBITDA Liquidity Expected Borrowing Base $315 $200 Less: Amount Drawn 269 (269) $197 543 1,019 NM NM NM $515 0 Expected Borrowing Base Availability $46 Plus: Cash and Cash Equivalents 5 $515 551 Liquidity $52 $1,066



2017 Capital Budget and Hedge Position Alta Mesa Upstream 14% � Alta Mesa�s 2017 net capital budget is estimated to be $349MM, ~11% higher than capital expenditures of $316MM in 2016 Alta Mesa estimates that ~$108MM of the FY 2017 capital budget will be funded by Bayou City per the JV agreement Alta Mesa�s total 2017 capital budget is estimated to be $458MM, including the Bayou City Energy JV FY 2017 acquisition (including leaseholds) capex spending expected to total $85MM, or ~19% of the total deployed budget (including Bayou City Energy JV) Expect 10-Rig program in the STACK by YE18 Continue growth and efficiency gains in the STACK while maintaining conservative Leverage Ratio % Midstream $154 42% � $147 $147 � � � � Kingfisher Midstream � � KFM�s 2017 net capital budget is estimated to be $251MM Growth capital categorized through processing, pipeline, high / low pressure well connects, compression lease principal payments and compression lease interest expense items Q1 2017 Q2 2017 Q3 2017 Q4 2017 Alta Mesa KFM 32,510 10,698 Jul-Dec'17 2018 2019 Aug-Dec'17 2018 Average Floor Price ($/BBL) Average Floor Price ($/BBL) $3.18 $4.43 $49.55 $51.67 $50.00 36 1 Does not include Bayou City Energy JV. Disciplined management protects future revenues and preserves asset value by hedging large percentage of proved-developed and prompt-year production. Currently hedge WTI (oil), Henry Hub (gas), Conway (propane), and Mid-Con gas basis. Jul-Dec'1720182019 Aug-Dec'17 2018 16,233 6,500

3,400 Gas Hedges (MCF/D) � as of 6/30/17 Oil Hedged (BBL/D) � as of 6/30/17 Acquisition (Including $70 Leasehold) $68 $65 $92 $84 $82 $24 $55 $44 Commentary 2017E Capital Budget by Quarter ($MM) � Excl. Acquisitions1



Valuation and Timeline



Summary Financial Projections ($ in millions unless otherwise noted) Capital Expenditures (excl. DrillCo Funds) 1 Average Net Daily Production (BOE/D) $1,019 68,900 $837 $761 $4 2017 2018 Alta Mesa 2019 2017 Alta Mesa 2018 KFM Phases I &II 2019 KFM Phase III 2017 Alta Mesa 2018 KFM Phases I &II3 2019 KFM Phase III Drill Co Free Cash Flow2 Forecast Total Wells by Year $945 239 $142 1 ($447) 2017 2018 2019 2017 2018 2019 2017 2018 2019 6 10 11 Rigs Note: Assumes Broker Consensus Price Deck (2017: $51.16/bbl / $3.16/mcf; 2018: $54.90/bbl / $3.14/mcf; 2019: $58.00/bbl / $3.05/mcf and held flat thereafter). 1 DrillCo Funds is Bayou City JV deal. 2 Phase I & II capex includes planned, non-optional Phase III capex. 3 Assumes borrowing base increase from $515mm to $665mm in 2018 and includes funding for interim cash needs until closing and KFM revolving credit facility. Assumes combined FCF deficit of ($155)mm from current until year -end 2017. 38 Avg. 207 120 $92 $5 ($237) ($233) ($24) ($210) ($257) $910 $803 Liquidity3 $89 $601 $62 $137 $147 $611 $74 $552 $178 $349 38,510 2,003 66,897 20,841 36,812 20,292 $543 $63 $255 $701 $197 $44 $141 $358 $38 $155 EBITDA(X)



Valuation Benchmarking ($ in millions unless otherwise noted) Firm Value / 2018E EBITDA Firm Value / 2019E EBITDA 7.9x 7.9x 7.7x 7.7x 7.6x 7.3x 6.6x 6.4x 6.1x 6.1x 6.1x 5.9x 6.0x 4.3x MTDR DVN LPI XEC RSPP CLR CPE AMR NFX DVN LPI MTDR XEC CLR RSPP NFX CPE AMR Adjusted Firm Value1 / Net Acres 2017E � 2019E Production CAGR $30,011 82% 43% 32% 21% 21% 19% 18% 15% 15% 6% GPOR / Vitruvian 2 DVN / Felix 2 AMR 3 AMR CPE RSPP EQT MTDR AR CLR NFX CNX DVN 1 PDP value adjusted at $30,000 / BOE/D unless otherwise noted. 2 PDP value adjusted at $15,000 / BOE/D. 3 Alta Mesa PDP value assumes Broker Consensus Price Deck (2017: $51.16/bbl / $3.16/mcf; 2018: $54.90/bbl / $3.14/mcf; 2019: $58.00/bbl / $3.05/mcf and held flat thereafter). Excluding the Major County acreage, our adjusted $ / net acre is $17,158 / acre. 39 $22,063 $14,180 5.3x 4.7x 3.1x 6.5x



Benchmarking KFM Against High Growth G&P Peers ($ in millions unless otherwise noted) Firm Value / 2019E EBITDA 13.8x 13.8x 13.6x 11.4x 11.2x 10.1x 8.7x 1 KFM KFM 1 EQM AM HESM NBLX AM EQM HESM NBLX Consolidated 2017E � 2019E EBITDA CAGR 175% 128% 33% 23% 27% 26% 19% 22% KFM NBLX AM EQM HESM AMR+KFM EQT AR NBL HES Integrated Upstream/Midstream Peers 40 1 Includes midstream Firm Value only. 41% 41% Midstream 2017E � 2019E EBITDA CAGR 4.2x 12.3x 7.3x Firm Value / 2018E EBITDA



Anticipated Transaction Timeline � File preliminary proxy statement / marketing materials with the SEC Mid-September 2017 41 Mid/Late-November 2017�Anticipated close DateEvent Weeks of September 4th � September 29th �Transaction marketing



Pure Play STACK Company Premier liquids upstream growth with value-enhancing midstream � World class asset with attractive geology � Top-tier operator with substantial in-basin expertise � Industry-leading growth potential; 2-year expected EBITDA CAGR of 128% � Highly strategic and synergistic midstream subsidiary with Kingfisher Midstream � Financial strength and flexibility to execute business plan through the cash flow positive in 2019 cycle; 42



Appendix



Alta Mesa Management Jim Hackett Executive Chairman and COO of Midstream Hal Chappelle President and Chief Executive Officer Michael McCabe Vice President and Chief Financial Officer � Jim Hackett is a Partner at Riverstone and became a director of Silver Run II in 2017 � Hal Chappelle joined Alta Mesa as President and CEO in 2004 and became a director in 2004 � Michael McCabe joined Alta Mesa in 2006 and became a director in 2014 � Raised private equity capital for Alta Mesa from Denham Capital in 2006, HPS Investment Partners in 2013, and Bayou City in 2015; successfully navigated Alta Mesa through two industry cycles � Prior roles include: � Developed Alta Mesa into a premier STACK operator, building a strong management and technical team Chairman and CEO of Anadarko o President and COO of Devon Energy o � Successfully navigated Alta Mesa through significant industry cycles, building the Company�s oil assets in 2009-2010 and divesting of the company�s gas assets in 2014-2016 � Has over 25 years of corporate finance experience with a focus on the energy industry Chairman, President and CEO of Ocean Energy o President of several midstream companies, as well as responsible for DCP Midstream and Western Gas Resources o � Previous management experience includes serving as President and sole owner of Bridge Management Group, Inc., a private consulting firm � Over 30 years of industry experience in field operations, engineering, management, trading, acquisitions and divestitures, and field re-development

� Director of Enterprise Products Holdings, Fluor Corporation, National Oilwell Varco, Sierra Oil & Gas, and Talen Energy � Mr. McCabe�s leadership experience also spans senior positions with Bank of Tokyo, Bank of New England and Key Bank � Previously held roles at Louisiana Land & Exploration, Burlington Resources, Southern Company and Mirant � Former Chairman of the Board of the Federal Reserve Bank of Dallas � Holds a Bachelor of Chemical Engineering from Auburn University and an M.S. in Petroleum Engineering from the University of Texas � Holds a B.S. in Chemistry and Physics from Bridgewater State University, an M.S. in Chemical Engineering from Purdue University, and an MBA from Pace University � Holds a B.S. from the University of Illinois and a MBA/MTS from Harvard University 44



Alta Mesa Management Michael Ellis Founder and COO of Upstream Operations Gene Cole VP and Chief Technical Officer David Murrell VP, Land and Business Development � Michael Ellis founded Alta Mesa in 1987 after beginning his career with Amoco Served as Chairman and COO as well as Vice President of Engineering and has over 30 years of experience in management, engineering, exploration, and acquisitions and divestitures Built Alta Mesa�s asset base by starting with small earn-in exploitation projects, then growing with successive acquisitions of fields from major oil companies Holds a B.S. in Civil Engineering from West Virginia University � Gene Cole has served in the position of Vice President and Chief Technical Officer since 2015 and became a director in 2015 Over 25 years of extensive domestic and international oilfield experience in management, well completions, well stimulation design and execution Started his career with Schlumberger Dowell as a field engineer and served in numerous increasingly responsible positions from 1986 to 2007 Holds a B.S. in Petroleum Engineering from Marietta College � David Murrell has served as Vice President, Land and Business Development since 2006 Over 25 years of experience in Gulf Coast leasing, exploration and development programs, contract management and acquisitions and divestitures Created a structured land management system for Alta Mesa and built a team of lease analysts, landmen, and field representatives to facilitate Alta Mesa�s growth Holds a B.B.A in Petroleum Land

Management from the University of Oklahoma � � � � � � � � � Kevin Bourque VP, Operations Tim Turner VP, Corporate Development David McClure VP, Facilities & Midstream � Kevin Bourque progressed through several roles to the position of Vice President of Mid-Continent Operations in 2012 when we began STACK horizontal drilling program He joined Alta Mesa as a field engineer in 2007 Led the growth of our mid-continent drilling and production operations as we expanded our presence in Oklahoma 10+ years of E&P operational experience with Alta Mesa 10+ years of project management and business management experience as the owner of his own company � Tim Turner joined Alta Mesa as Vice President of Corporate Development in 2013 Over 30 years of industry experience including various operations, reservoir engineering and managerial roles with Sun Oil, Santa Fe Minerals, Fina Oil & Chemical, Total, Newfield Exploration, and Quantum Resources Led multi-disciplined A&D and asset teams Managed corporate reserves and planning functions Led business development and new ventures teams Holds a B.S. in Petroleum Engineering from the University of Texas and an MBA in Finance from Oklahoma City University � David McClure has served as Vice President of Facilities and Midstream Operations since 2016 From 2010 to 2016, he was Vice President for Louisiana Operations, leading a multi-disciplined team of engineers, regulatory, land, geoscience, and operations personnel in development of the Weeks Island field Previously

held roles at ExxonMobil Production Company and Tetra Technologies Over 15 years of industry experience in field operations, facilities and subsea engineering, pipelines, and management Holds a B.S. in Chemical Engineering from Auburn University 45 � � � � � � � � � � � � �



Jim Hackett�s Track Record Under Mr. Hackett�s leadership as Chairman, President, and/or CEO of Anadarko from 2003 to 2013, Anadarko was transformed into one of the largest U.S. oil and gas producers, growing its market cap from approximately $12 billion to over $43 billion. Prior to Anadarko, Mr. Hackett was also a key contributor to the market outperformance of Devon Energy. 300% 250% 200% 150% 100% 50% 0% (50%) 240% 74% Dec-03 Feb-05 Apr-06 Jun-07 Anadarko Aug-08 Oct-09 Dec-10 Feb-12 S&P 500 Index 250% 210% 200% 150% 100% 50% 0% (17%) (50%) Mar-99 May-00 Aug-01 Oct-02 Dec-03 Ocean (Devon)1 S&P 500 Index Source: FactSet. Note: An investment in Silver Run Acquisition Corporation II is not an investment in Anadarko or Devon. The results of Anadarko or Devon are not necessarily indicative of the future performance of Silver Run Acquisition Corporation II. 1 Chart displays Ocean share price performance until merger with Devon completed. Thereafter, chart shows Devon performance on a per-Ocean share basis. 46 Ocean (Devon)1 Public Market Outperformer (1999 � 2003) Anadarko Public Market Outperformer (2003 � 2013) Strategic Thought Leader �Created new mission for Anadarko in 2003, upgraded corporate leadership capabilities, rationalized and refocused the portfolio, improved technical and financial risk management tools and processes, and generated success through expansion into unconventional onshore and conventional of fshore assets �Applied leading-edge technology and processes in

drilling, completions, and production �Dynamic leader for years serving as President and COO of Devon Energy, Chairman, President and/or CEO of Ocean Energy, president of several midstream companies, responsible for Duke Energy and PanEnergy�s midstream and upstream businesses, and drove Anadarko�s midstream business consolidation and MLP/GP IPO � Western Gas Partners and Western Gas Resources Benchmark for Operational Excellence and Execution �Premier operator with some of the best production metrics in U.S. onshore, U.S. Gulf of Mexico, and offshore East Africa



Well Spacing Optimization on De-Risked Acreage DVN, CLR, MRO, NFX and AMR aggressively defining optimum spacing Meramec/4-well Woodford Test ¯ Optimization of 0 1.75 3.5 7 47 Source: 1Derrick, IHS, Drilling Info and Company Presentations. Test 880� Upper/Lower Meramec Test (74%oil) Meramec/4-well Woodford Test Alta Mesa�3-well Spacing Test Borelli � Dodd Pattern S8-17N 5W Lower/Middle (1,500�) Osage Alta Mesa�3-well Spacing Test Oswald Pattern S28-17N 6W Lower/Middle (1,500�) Osage Continental�Verona STACK Pilot, 8-well 1,320� Upper/Lower Meramec Newfield�Dorothy Pilot, 5-well Spacing Test 1,050� Upper/Lower Meramec Alta Mesa Well Spacing Miles Devon�Alma, 5-well Spacing Test IP60 1,300boed, Upper/Lower Meramec Cimarex�Gundy, Future 10-well Spacing in Meramec/9-well Spacing in Woodford 550� Upper/Lower Meramec Alta Mesa � 4 Well Spacing Test Huntsman Pattern S23-15N 6W 1,200 ft. spacing Osage and Meramec Devon�Born Free, 13-well Spacing Test 400� Upper/Lower Meramec Devon - Pump House, 7-well Spacing Test 2,200 lbs/ft proppant, 4,700� laterals Upper Meramec Continental�Gillilian STACK Pilot, 8-well Meramec/4-well Woodford Test 1,320� Upper/Lower Meramec Marathon�Yost, 6-well infill Spacing Test Meramec Newfield�Chlober, 5-well Spacing Test 1,050� Upper/Lower Meramec Continental�Bernhardt STACK Pilot, 8-well Meramec/4-well Woodford Test 1320� Upper/Lower Meramec Continental�Blurton STACK Pilot, 8-well 1,320� Upper/Lower

Meramec Continental�Ludwig Pilot, 8-well Spacing 1,320� Upper/Lower Meramec Newfield�Raptor-X Pilot, 6-well Spacing Alta Mesa�4-well Spacing Test EHU 230, 231,232, 233 S6-18N 6W Lower/Middle Osage, 660� Alta Mesa�5-well Spacing Test LNU 15-4, 15-5, 16-2,16-3, 16-4 Lower (1,320�)/Middle (1,200�) Osage Alta Mesa�10-well Spacing Test Bullis � Coleman Pattern S9 17N 6W Lower/Middle (932�) Osage; Lower Meramec Nemaha Ridge Uplift Well Tests Continental Devon Energy Gastar Longfellow Marathon MRO & NFX Newfield Alta Mesa Alta Mesa & NFX Alta Mesa & MRO Chaparral Cimarex Newfield�Stark Pilot, 10-well Spacing Test Upper/Lower Meramec Alta Mesa�4-well Spacing Test EHU 237, 239, 240, 241 S9-19N 6W Lower/Middle Osage, 1,500� Alta Mesa is the Leader in the Oil Window with Successful Long Life Spacing Tests



Completion Design Focus on increasing stimulated reservoir volume D&C Cost / Lateral Foot � � � � � � Progressed through testing multiple generations Highly fractured area benefits from �open-hole� design Targeting average lateral length of 4,800ft (one-mile) Drilling N�S orientation to intersect natural fractures Controlled flowback rate to optimize conductivity Generation 2.5 proppant loading is optimum at an average of 1,400 lb/ft; tested up to 2,100 lb/ft Actual D&C Target Pattern Test D&C Actual D&C Target Pattern Test D&C $1,359 $5.1 $4.7 � � � � � � 7� intermediate casing + 4.5� liner in lateral Open-hole swell packers; proppant loading of 1,400 lbs/ft 3 joints (casing) between packers defines 150ft stages 10,000 bbls of slick water per stage 100 bbl/min total fluid injection rate TaTrgaertgPetad TaTrgaergt ePtad 2012 2013 2014 2015 2016 2012 2013 2014 2015 2016 DrPilalindg DPrilalidng Drilling Cap flowback rate at 100 bbl/hr of total fluid 46 34 25 17 13 13 Spud to TD Proppant Fluid 1,400 8,000 10,752 10,864 3,000 11,000 35 400 340 7,000 1,200 350 30 2,500 10,000 6,000 300 1,000 25 2,000 9,000 5,000 250 800 20 4,000 1,500 8,000 200 600 15 3,000 150 1,000 7,000 400 10 2,000 100 500 6,000 200 5 50 1,000 0 5,000 0 0 0 0 Gen 1.0 Gen 1.5 Gen 2.0 Gen 2.5 Gen 1.0 Gen 1.5 Gen 2.0 Gen 2.5 Gen 1.0 Gen 1.5 Gen 2.0 Gen 2.5 Fluid/Lateral Ft. Fluid / Stage Stages Stage Spacing Proppant Lbs./Lateral Ft. Total Proppant 48 Source: Company Data. Fluid / Stage Total Proppant ('000 Lbs.) Stage Spacing (Ft.) Average Stages Total Avg. Lbs. /

Lateral Ft. Fluid / Lateral Ft. 32 256 24 150 18 194 12 1,275 677 6,078 457 3,122 317 2,128 1,339 2,630 9,860 2,352 9,750 1,764 1,218 Averages by Completion Generation Stage Spacing Avg. DaysDrilling Current Completion Design Targets $4.2 $3.4 $3.4 $3.2 $1,074 $940 $720 $713 $667 Total D&C Cost ($MM) STACK Well Completion Strategy



Multiple Long Term Density Pattern Tests Density Patterns Test Horizontal and Vertical Spacing 600' 600' 180' 180' 1,320' 1,320' 1500' Implies 12 wells per section Cum 480 MBOE � 540 days 1500' Implies 12 wells per section Cum 622 MBOE � 780 days Implies 12 wells per section Cum 663 MBOE � 660 days 1 121 241 361 481 601 334' 334' 170' 660' 334' 1236' 330' 330' 466' 466' 466' 466' 466' 310' 180' 140' 140' 140' 660' 1,002' 1,126' 618' Implies 12 wells per section Cum 12 MBOE � 19 days 932' 932' 618' 618' Implies 24 wells per section Cum 319 MBOE � 360 days Implies 18 wells per section Cum 348 MBOE � 56 days 4 X 49 Pattern Results 1,000,000 100,000 10,000 1,000 100 1121241361481601 Cum BO - 4 Wells Mean - 4 X 259 MBO 250 MBO 1,000,000 100,000 10,000 1,000 100 1121241361481601 Cum BO - 10 Wells Mean - 10 X 250 MBO 1,000,000 100,000 10,000 1,000 100 1121241361481601 Cum BO - 4 Wells Mean - 4 X 259 MBO 230' 230' Spacing Pattern 1,000ft spacing / 3 benches Section 9 & 10 17N 6W 660ft spacing / 2 benches Section 31 19N 6W 1,200ft spacing / 2 benches Section 23 15N 6W Pattern Results 1,000,000 100,000 10,000 1,000 100 Cum BO - 5 Wells Mean - 5 x 250 MBO 1,000,000 100,000 10,000 1,000 100 1121241361481601 Cum BO - 3 Wells Mean - 3 x 259 MBO 1,000,000 100,000 10,000 1,000 100 1121241361481601 Cum BO - 3 Wells Mean - 3 x 259 MBO 180' Spacing Pattern 1,500ft spacing / 2 benches Section 8 17N 5W 1,500ft spacing / 2 benches Section 28 17N 5W 1,320ft spacing / 2 benches

Section 29 18N 5W



NAV Model Assumptions Operated Other Area Osage Meramec Oswego DrillCo Gas Differential (% of HH) Oil Differential (% of WTI) NGL Realization (% of WTI) 95% 94% 45% 95% 94% 45% 95% 94% 45% 95% 94% 45% Working Interest - Other (%) NRI - Operated (%) NRI - Other (%) Fixed Operating Cost ($k/well/month) Variable LOE ($ / bbl of oil) Gas Marketing & Transportation ($ / mcf of gas) - Until 2021 Gas Marketing & Transportation ($ / mcf of gas) - Thereafter Initial Production Tax - Oil (%) Initial Production Tax - Gas/NGLs (%) Severance Holiday (months) Production Tax - Oil (%) Production Tax - Gas/NGLs (%) Ad Valorem Tax (%) Drilling & Completion Cost ($mm) 1 15% 60% 12% $9.7 $2.23 $0.35 $0.35 2.1% 2.1% 36 7.1% 7.1% 0.0% $3.5 15% 61% 12% $9.7 $2.23 $0.35 $0.35 2.1% 2.1% 36 7.1% 7.1% 0.0% $3.5 13% 62% 11% $9.7 $2.23 $0.35 $0.35 2.1% 2.1% 36 7.1% 7.1% 0.0% $2.5 --47% --$9.7 $2.23 $0.35 $0.35 2.1% 2.1% 36 7.1% 7.1% 0.0% $0.3 Gross EUR Gross Sales Gas EUR (MMcf) Gross NGL EUR (Mbbl) Gross Oil EUR (Mbbl) 1,571 141 250 1,425 128 249 168 15 200 1,571 141 250 Total Gross EUR (Mboe) 652 615 243 652 Oil IP, 24-hr (Bbl/d) Duration of Incline (Months) Peak Rate (Bbl/d) B Factor Di-Continuous (Nominal) Decline (%) Terminal Decline (%) Natural Gas IP, Unshrunk, 24-hr (Mcf/d) Duration of Incline (Months) Peak Rate (Mcf/d) B Factor 1-Di-Continuous (Nominal) Decline (%) Terminal Decline (%) NGL Yield (bbls/MMcf) % Gas Shrink 200 2 350 1.20 73% 7% 170 2 500 1.20

80% 7% 320 --320 1.20 72% 7% 200 2 350 1.20 73% 7% 500 4 900 1.50 41% 5% 75 15.9% 296 2 1,250 1.50 56% 5% 75 16.1% 320 --320 1.20 72% 7% 75 15.9% 500 4 900 1.50 41% 5% 75 15.9% 50 Note: Assumes 4,800 lateral length for all type curves. 1 D&C shown including PAD D&C facilities costs. Type Curve Assumptions EUR Assumption Drilling Assumptions Number of Drilling Locations2,3881,26448460 Working Interest - Operated (%)72%74%75%57% DrillCo includes all Osage Wells Pricing & Discount Assumptions



Osage Type Curve � � � � � 118 Generation 2.0+ wells with production history Average Generation 2.5 lateral length of 4,612�; Generation 2.0+ 4,767� Type Curve average 30-day IP 0.3 MBOE/D Type Curve average 180-day cumulative production of 75 MBOE Generation 2.5 Type Curve 1,200 nths % 1,000 � � 622 MBOE 2-Stream EUR; 714 MBOE 3-Stream EUR 303 MBO, 1.6 BCF residue, 144 MB NGL � Generation 2.0 Type Curve � � 561 MBOE 2-Stream EUR; 652 MBOE 3-Stream EUR 250 MBO, 1.6 BCF residue, 141 MB NGL 800 � Type Curves assume 16% Shrink and 75 bbl/MMcf NGL yield 600 200 180 160 140 120 100 80 60 40 20 Gen 2.5 Type Curve 400 200 0 0 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 Time (Months) 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 Time (Months) 51 Note: Production data normalized for 4,800� lateral length. 1 NYMEX Strip as of 8/3/2017. Does not include $300k PAD D&C facilities costs. Adjusted for transportation costs paid to KFM. Excludes $1.25 / bbl oil transportation costs. Cumulative Gross Production (MBOE) Gross Production (BOE/D) Gen 2.0 Type Curve Average Type Curve Cumulative Production Gen 2.5 Type CurveGen 2.5Gen 2.0 Gen 2.0 Type CurveInitial Rate (BO/D / MCF/D)200 / 500200 / 500 Incline Period (oil / gas)2 months / 4 months 2 months / 4 mo AMR Gen 2.0 Well ResultsPeak Rate (BO/D / MCF/D)400 / 900350 / 900 AMR Gen 2.5 Well Resultsb factor (oil / gas)1.2 / 1.51.2 / 1.5 Initial Decline (oil / gas)71% / 41%72.6% / 41.2

Lateral Length4,8004,800 1 Type Well IRR %89.7%71.2% Key Statistics Average Type Curve Summary



Meramec Type Curve � Over 100 wells drilled in the Meramec by Newfield, Devon, Marathon, Gastar, and Chaparral Alta Mesa is beginning to drill Meramec wells with performance expectations similar to the Osage Alta Mesa will be joint developing the Meramec with Osage stack and staggered well tests Majority of active rigs in the STACK play are targeting the Meramec to the southwest Average Type Curve Results 1,200 Meramec Type Curve � � 1,000 � � � � 532 MBOE 2-Stream EUR; 615 MBOE 3-Stream EUR 249 MBO, 1.4 BCF residue, 128 MB NGL 800 � Type Curve assumes 16% Shrink and 75 bbl/MMcf NGL yield 600 250 200 400 150 100 200 50 0 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 Time (Months) 0 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 Time (Months) Note: Production data normalized for 4,800� lateral length. 1 Offset results based on Meramec wells drilled in the Updip Oil window of Kingfisher County since 2014. 2 NYMEX Strip as of 8/3/2017. Does not include $300k PAD D&C facilities costs. Adjusted for transportation costs paid to KFM. Excludes $1.25 / bbl oil transportation costs. 52 Cumulative Gross Production (MBOE) Gross Production (BOE/D) Meramec Type Curve Meramec Offset Well Results Average Type Curve Cumulative Production Offset Well Results1 Initial Rate (BO/D / MCF/D) 170 / 296 Incline Period (oil / gas) 2 months / 2 months Peak Rate (BO/D / MCF/D) 500 / 1250 b factor (oil / gas) 1.2 / 1.5 Initial Decline (oil / gas) 80% / 56% Lateral Length 4,800 Type

Well IRR %2 81.1% Key Statistics Average Type Curve Summary



Oswego Type Curve 1,500 Type Curve � Chesapeake, Chaparral, Cimarex, Gastar, and Longfellow are actively targeting the Oswego Other operators have future plans to develop the Oswego as a cheaper/shallower target IP rates are typically lower than Osage/Meramec wells, but decline rates are shallower With drilling and completion costs cheaper for the Oswego, well results do not have to be as strong as the headline STACK formations to make economic wells Average Type Curve Results � % � 1,250 � � 1,000 � � 233 MBOE 2-Stream EUR; 243 MBOE 3-Stream EUR 200 MBO, 0.2 BCF residue, 15 MB NGL � Type Curve assumes 16% Shrink and 75 bbl/MMcf NGL yield 750 Type Curve 140 500 120 100 80 250 60 40 20 0 0 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 Time (Months) 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 Time (Months) Note: Production data normalized for 4,800� lateral length. 1 Offset results based on Oswego wells drilled in the Updip Oil window of Kingfisher County since 2014. 2 NYMEX Strip as of 8/3/2017. Does not include $300k PAD D&C facilities costs. Adjusted for transportation costs paid to KFM. Excludes $1.25 / bbl oil transportation costs. 53 Cumulative Gross Production (MBOE) Gross Production (BOE/D) Offset Well Results1 Average Type Curve Cumulative Production Initial Rate (BO/D / MCF/D)320 / 320 Offset Well Results1 Incline Period (oil / gas)none Peak Rate (BO/D / MCF/D)320 / 320 b factor (oil / gas)1.2 / 1.2 Initial Decline (oil / gas)72% / 72 Lateral

Length4,800 Type Well IRR %2 59.3% Key Statistics Average Type Curve Summary



Substantial Inventory of Drilling Locations Operated: Osage��. Meramec�� Osw ego�� Manning��. Other Formations��. Total Operated�� Drilling Inventory (Years) Other: Osage��. Meramec�� Osw ego�� Manning��. Other Formations��. Total Other��.. 1,196 676 203 ---- 72% 74% 75% ---- 73% ---- ---- 168 1,327 1,141 676 206 ---- 1,141 676 206 168 1,327 73% 74% 81% 75% 70% 73% --2,337 1,352 409 168 1,327 2,075 1,495 2,023 3,518 5,593 14.4 10.4 14.0 24.4 38.8 1,252 588 281 ---- 15% 15% 13% ---- 15% ---- --316 2,084 1,113 596 310 ---- 1,113 596 310 316 2,084 15% 15% 14% 14% 55% 28% 2,365 1,184 591 316 2,084 2,121 2,400 2,019 4,419 6,540 Note: Does not include additional resource potential or undeveloped locations on ~20,000 net acres recently acquired in the Major County Acquisition. 54 Total Gross Locations 4,196 3,895 4,042 7,937 12,133 Ide ntifie d Drilling Locations Pros pe ctive Drilling Locations Ave rage Work ing Inte re s t Ave rage Othe r (Including Work ing Form ations Dow ns pacing Total Dow ns pacing Locations Inte re s t (%) Locations Locations Locations Locations ) (%) Com bine d Total Locations



Substantial Resources Osage $2,795 Osage $3,541 Osage $4,945 $6,059MM $4,805MM $8,493MM Meramec $2,412 Meramec $1,714 Meramec $1,362 PDP Oswego PDP $414 PDP Osw $641 $354 $231 167 $484 0 $6 Consensus Oswego $231 Meramec $1,714 Operated 95% NGL 21% Oil 41% DrillCo $90 Low Risk Downspacing $1,651 4,196 Gross Locations 4,196 Gross Locations Osage $3,541 $9,492MM Gas 38% Additional PDP Downspacing Dri Ot 2% $1,782 $484 Note: PV-10 figures are pre-tax, pre-G&A, pre-Net Debt, do not include the impact of hedges, and exclude $64mm Pipeline and facilities capital expenditures (PV-10). PV-10 figures as of 7/1/2017. Reflects Generation 2.0 Type Curve. Assumes Broker Consensus Price Deck (2017: $51.16/bbl / $3.16/mcf; 2018: $54.90/bbl / $3.14/mcf; 2019: $58.00/bbl / $3.05/mcf and held flat thereafter), unless otherwise noted. Does not include additional resource potential or undeveloped locations on ~20,000 net acres recently acquired in the Major County Acquisition. Adjusted for transportation costs paid to KFM. Excludes $1.25 / bbl oil transportation costs. 1 NYMEX strip pricing as of 8/3/2017 close until 2021 and held flat thereafter . For 4,196 Primary Identified locations (for all but bottom left output that includes downspacing). 2 Low Risk downspacing of Osage to 11 WPS (966 locations), Meramec to 5 WPS (318 locations), and Oswego to 4 WPS (516 locations). Additional downspacing of Osage to 15 WPS (1,288 locations) and Meramec to 8 WPS (954 locations). 55 Base PV-10 by Operated

at Research Identified Locations by Commodity PV-10 at Research Consensus including Downspacing2 Volumes and PV-10 Value for 4,196 Primary Gross Identified Locations Only PV-10 at Research Consensus PV-10 at NYMEX1 PV-10 at $70/$3.50



Stacked Pay: Oswego, Osage/Meramec Prominent Oswego, Osage, and Meramec consistent east to west West A East A� Big Lime Penn - Cherokee Oswego Manning A A� Chester Unc. Chester Shale Meramec Unconformity Upr Meramec Lwr Meramec Upr Osage Lwr Osage Woodford Hunton Pre-WDFD Unc. 56



Significant Oswego, Osage/Meramec Section Consistent thickness east to west East B� West B Big Lime Oswego Penn - Cherokee Chester Unc. Chester Shale Meramec Unconformity Upr Meramec Lwr Meramec B B� Upr Osage Lwr Osage Woodford Pre-WDFD Unc. Hunton 57



Significant Oswego, Osage/Meramec C Osage prominent throughout, thickening to the north North C South C� C� Manning Chester Shale Meramec Unc. Upr Meramec Lwr Meramec Upr Osage Lwr Osage Pre-WDFD Unc. Hunton Woodford 58



Top Cumulative Producing STACK Wells Alta Mesa wells among top producers 122 108 70 61 48 48 38 28 20 Newfield Alta Mesa Longfellow Devon/ Felix Chaparral Marathon/ PayRock Cimarex Continental Chesapeake Newfield Alta Mesa Marathon / PayRock Devon / Felix Other Source: Company data, HPDI, IHS Herolds. Note: Publicly disclosed Alta Mesa well / permits include those assigned to Oklahoma Energy Acquisitions LP and Hinkle Oil & Gas Inc. 1 Based on publicly disclosed data for wells producing in Kingfisher, Blaine, Canadian, and S. Garfield counties. Excludes wells for which Woodford is primary target. 2 Top Osage/Meramec wells (excluding Mississippian Lime) in Updip Oil and Oil window based on 60-Day Cumulative Oil Production (BBLS) per 1,000 Ft. of Lateral. 3 Operators with 2 wells or fewer, except for Longfellow (8). 59 Number of Top 100 Wells in the Oil and Updip Oil Windows by Operator, Measured by 60-Day Cumulative Oil Production2 29 18 3 21 20 12 Cumulative Osage/Meramec STACK Producing Wells Drilled by Operator (2012-2016)1



Alta Mesa Track Record of Growth Consistent increases in production, reserves and acreage 71 102,466 YE 2013 YE 2014 YE 2015 YE 2016 2013 2014 2015 2016 Q1 2017 Q2 2017 Oil NGL Gas 22.2 143.6 8.7 2012 2013 2014 2015 2016 June 2017 YE12 YE13 YE14 YE15 YE 16 (SEC) YE 16 (NYMEX) Source: Company data, Public Filings, IHS Herolds, RigData. 1 Inclusive of Net Production from Bayou City JV. 2012 and 2013 data reflects occurrence date and not accounting date LOS, due to the reasoning that occurrence date method incorporated a change in NGL accounting; whereas accounting date LOS does not. 2 YE 2016 proved reserves as of 12/31/2016 close. 3 YE12-15 proved reserves based on NYMEX pricing. 60 13.1 8.8 4.8 1.0 1.7 129.6 55.4 68.3 31.2 27.6 56.9 17.0 Alta Mesa Proved Reserves (MMBOE)2,3 Alta Mesa Total Net Production (MBOE/D)1 2727 31 23 10 73,512 40,58744,506 Alta Mesa Net STACK Acreage Alta Mesa Operated Wells Drilled by Year 205 STACK wells drilled as of 8/10/17



DrillCo JV Pivotal relationship with Bayou City Energy � Entered into joint development agreement with Houston-based private equity firm, Bayou City Energy, in January 2016 Alta Mesa Only ~$349MM STACK Acquisitions � Bayou City Energy primarily targets small operators with current production and focuses on off-balance sheet structures STACK Drilling � DrillCo funds 100% D&C cost, capped at average of $3.2MM/well Pipeline, Facilities & Other � DrillCo gains 80% working interest in wellbore until 20-well tranche earns 15% IRR, 20% working interest until 25% IRR, then 12.5% working interest � Specific wells pre-agreed for each tranche � Cash flow With BCE ~$458MM � Grow reserves STACK Acquisitions DrillCo Funded D&C � Continue resource definition � Continue pace up learning curve(s) Pipeline, Facilities & Other Drilling � Capture, hold acreage � Maintain people/crews Mesa Funded D&C 61 Strengths for Alta Mesa 2017 Alta Mesa Estimated Capital Expenditures Parameters



One Mile Laterals Optimum for Up-Dip STACK Alta Mesa and other efficient operators adopt fit-for-purpose solutions and control costs associated to high levels of natural fractures all help to reduce costs of optimized completions 62 Consideration Commentary Spacing One-mile lateral fits into a single section; two-mile laterals require establishing a �Multi-Unit spacing� Drilling Ability to use lower cost water-based muds and reduced time spent drilling helps to reduce drilling risk Completions Less proppant, fluids, and pumping time per well, more simplified design, lower friction while pumping Mineral Owner Relations Working with mineral owners across one-section (versus two-sections for longer laterals) allows for more seamless and confident development program planning ~5,000� laterals used for multi-faceted benefits: drilling, completions, production operations, land and legal



Alta Mesa Summary STACK Pro Forma Financials Three Months Ended Years Ended December 31, ($ in millions, unless specified) March 31, 2017 December 31, 2016 2016 2015 2014 Production Oil (MBBLS) Natural Gas (MMCF) NGLs (MBBLS) 942.0 3,116.0 275.0 989.1 3,088.9 280.4 3,057.2 9,110.2 901.0 2,006.1 4,272.6 499.4 1,071.6 2,083.0 315.6 Total Production (MBOE) Daily Production (BOE/D) 1,736.3 19,292.6 1,784.3 19,394.7 5,476.6 15,004.3 3,217.6 8,815.3 1,734.4 4,751.7 Statement of Operations Revenue Operating Expenses (Cash Items) Exploration Costs (Cash Item) Operating Expenses (Non-Cash) General and Administrative1 Interest Expense1 $63.6 17.2 5.0 20.2 9.7 12.3 $61.7 16.2 7.5 23.8 8.7 1.4 $166.4 51.6 17.2 63.3 40.5 43.4 $133.6 34.7 9.8 80.3 37.9 62.5 $117.3 24.6 11.8 29.4 68.4 55.8 Other Financial Data Adjusted EBITDAX2 % Margin2 $36.7 57.7% $36.8 59.6% $74.3 44.7% $61.0 45.7% $24.3 20.7% Note: This historical pro forma financial information is unaudited and gives effect to (i) the expected disposition of Alta M esa�s non -STACK assets and operations prior to the closing of the business combination as if such transaction occurred on January 1, 2014 and (ii) the contribution to Alta Mesa of interests in 24 producing wells that were drilled under the BCE joint development a greement and purchased by High Mesa from BCE on December 31, 2016, as if such transaction occurred on January 1, 2016. 1 General and administrative expense and interest expense for the total company. 2 Adjusted EBITDAX is a Non-

GAAP financial measure. See reconciliation to the nearest comparable GAAP measure in the appendix to t his presentation. 63



Reconciliation of Adjusted EBITDAX to Net Income Three Months Ended Years Ended December 31, ($ in millions, unless specified) March 31, 2017 December 31, 2016 2016 2015 2014 Net Income (Loss) Adjustments: Interest expense Exploration expense Depreciation, depletion and amortization expense Impairment expense Accretion expense Adjusted EBITDAX1 ($0.8) $4.1 ($49.6) ($91.6) ($72.7) 12.3 5.0 18.9 1.2 0.1 1.4 7.5 23.7 0.0 0.1 43.4 17.2 62.6 0.4 0.3 62.5 9.8 61.3 18.8 0.2 55.8 11.8 29.1 0.0 0.3 $36.7 $36.8 $74.3 $61.0 $24.3 Note: This historical pro forma financial information is unaudited and gives effect to (i) the expected disposition of Alta M esa�s non -STACK assets and operations prior to the closing of the business combination as if such transaction occurred on January 1, 2014 and (ii) the contribution to Alta Mesa of interests in 24 producing wells that were drilled under the BCE joint development a greement and purchased by High Mesa from BCE on December 31, 2016, as if such transaction occurred on January 1, 2016. 1 Does not include non-cash items - provision for income taxes, loss on extinguishment of debt, unrealized loss (gain) on oil and gas hedges and (gain)/loss on sale of assets. 64



Exhibit 99.2

Alta Mesa Holdings, LP

August 17, 2017

C O R P O R A T E P A R T I C I P A N T S

James Hackett, Chief Executive Officer, Silver Run II

Harlan Chappelle, President and Chief Executive Officer, Alta Mesa Holdings, LP

Michael McCabe, Vice President and Chief Financial Officer, Alta Mesa Holdings, LP

P R E S E N T A T I O N

James Hackett:

Hello, everyone. I�m Jim Hackett. Hal Chappelle and I are very excited to be here today to talk about a compelling investmentopportunity. I�ll walk through an introduction of the company, as well as a brief overview of the transaction. Hal will come in andspeak about the Upstream and Midstream assets. Then he�ll turn it over to Mike McCabe, the CFO, to talk about the financialoverview. Finally, I�ll finish with some comments about valuation and timeline going forward. Hal?

Harlan Chappelle:

Thanks, Jim, and hello. We cannot be more excited than to work with Jim Hackett and Silver Run II to build upon the value we�vecreated and the progress that we�ve made in the STACK. We look forward to walking through this material with you today. Jim?

James Hackett:

Thanks, Hal. First, we�ll talk about the introduction. When we went out to look for targets for Silver Run II, we had laid outinvestment criteria that are shown on Slide 5. Both individually as an Upstream and Midstream Company, and collectively as anintegrated platform, this transaction satisfies those criteria.

Turning to Slide 6, this is the first pure-play publicly traded STACK company, which is, I think, very exciting for the investorcommunity. It has everything we desired in terms of highly contiguous oil weighted acreage, 120,000 acres in the core of the STACK,at very attractive breakeven prices, as you can see on the top of Slide 6. We have 4,000-plus primary gross locations based on what weare currently doing. As a drilling and a completion strategy, we have over 12,000 possible locations from down spacing, as well asadditional zone penetration. Hal will go through more of that with you in a minute.



We have here a very seasoned cohesive, very experienced team in terms of what they�ve been doing for over a decade. This is unlikealmost any other private company you can name. They have drilled over 200 horizontal STACK wells, they�ve survived severalcommodity cycles, they have industry-leading growth potential at approximately 130%. By virtue of combining the Midstream andUpstream, we have both flow assurance for constraining periods of time on all three liquids that we produce. We also produce better netbacks because of that position, and, importantly, the purpose-built system that

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accommodates Alta Mesa also accommodates third-party volumes. We have 300,000 gross acres dedicated to that system in addition tothe 120,000 acres that Alta Mesa has committed to this system.

We have, I think, tremendous advantages in terms of strategic positioning for consolidation down the road and a future opportunity torestructure the Midstream business into an MLP IPO, which I�ll cover later in the presentation.

Finally, Mike McCabe will talk more about the financial strength and flexibility, and we�re very excited about the position we�ve putourselves in with regard to the balance sheet.

Turning to Slide 7, in the middle of that slide you�ll see the multiples that we anticipate for the firm value relative to the EBITDAs for2018 and 2019. A little later in the presentation I�ll show you competitive data that indicates these are highly attractive multiples foreach of the individual businesses. Importantly, to Investors, the existing owners of Alta Mesa will roll 100% of their equity position inAlta Mesa into this combination and are on the same side of the table as all of us, as well as the other owners of KFM are retainingsignificant equity stakes in the combined entity going forward. Riverstone and its affiliates will invest at least $600 million ofadditional cash into the business, and the anticipated closing is the fourth quarter of 2017. We�ll talk more about that timeline in aminute.

On Slide 8, we have the Transaction Summary we�ve arrayed for you in the upper left portion the Sources and Uses statement. In themiddle on the top is the implied firm value at 3.836 billion dollars. And on the post transaction ownership is on the upper right portion.It�s the legacy Alta Mesa owners you can see in the orange there at 37%, Riverstone in Green at 22%, the rollover equity for the KFMowners is 14%. And then the Legacy Silver Run II owners are at 27%. So there is a major commitment here from the sellers to thefuture of the organization. The bottom is a proforma organizational chart. You can see that Hal and I are joined at the top. I will beExecutive Chairman, he�ll be the CEO. I�ll also report to Hal running the Midstream business as COO because we�ll be losing thatteam after a transition period and we�ll be building a team there to replace them. And then Mike Ellis will remain as COO of theUpstream business. Mike will be stepping down as Chairman of the combined Company.

Harlan Chappelle:

Thanks, Jim. I�ll be going over the Upstream and Midstream assets of this Enterprise. Let�s start on Page 10. As you can see on themap on the right, we�ve got a highly blocked up contiguous acreage position in the up-dip oil window of the STACK.

We have a durable asset. Not only do we have a resource that has three zones that we have de-risked and delineated, but we have acomplete petroleum system of over a billion barrels of resource in the area. This is a redevelopment of the Sooner Trend field that weget to be a part of. Not only that, but we have infrastructure�water, gas, oil, salt water disposal�and so we have an opportunity to bevery systematic in development of this acreage.



We�ve got a team that has been executing on this for quite a number of years together, as Jim indicated earlier. We now have a multi-rigprogram we�ve averaged six rigs through the bulk of this year, and we can scale up with confidence because we have the disciplineprocesses, both on the front end of drilling in terms of getting the land position together, in terms of defining where we want to drill, butthen also in executing on that.

We have over 200 wells that we�ve drilled here and we�ve demonstrated the value and we have confidence in the upside. As anillustration of that, at the end of the second quarter, we had drilled on the order of 200 wells. Of those, over 160 were on production,and of that number, about 114 had sufficient

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production history to give us confidence that at the end of this year, our year-end reserves will reflect better than 650,000 BOE. Sinceour average lateral length is just under 4,700 feet, that equates to about 140 BOE per lateral foot. That�s an important metric as we lookand try to compare what this asset is to others in the basin, which very typically denominate their results in terms of a normalized10,000-foot of lateral.

Let�s move on to Page 11. I talked about the team. The character of this team is we have major league players with relevant experiencewho have worked together for a considerable amount of time. We have capabilities in all assets of the operation and we�ve gotdisciplined processes. Among those processes are the public company processes that are necessary, the disciplines, if you will, theaccountability of being a public company. For the last almost seven years, we�ve been a public reporter because of the bonds that wehave issued, and then we also issued new bonds last year. So, we�re very comfortable with that and we�re confident that we canexecute in all aspects of this Enterprise.

How did we get here? Page 12 is a history, if you will, in pictures. Mike Ellis founded our Company in 1987, and early in the 1990s hewas acquiring various pieces of acreage. In 1992 he was able to start the acquisition of large production units in the eastern side ofKingfisher County, which Conoco, Texaco, and Exxon had been operating but were exiting North America at the time in favor of otherplaces. We entered in 1992. Through the next couple of decades there�s been a stewardship that�s occurred. In the mid-2000s webegan a program while we were producing about a thousand barrels a day. We went through the process of drilling about 27 verticalwells so that we could delineate other zones, either shallower or deeper, that could be prospective and could be the target of additionaldevelopment, whether horizontal or vertical at the time. Consistently, as we drilled those wells, we found that the Osage and theMeramec were prospective and productive in a commercial way.

By the time we got into this decade, in 2012, we had a high level of confidence that we could begin horizontal drilling and in 2012 wespud our first two wells. By the end of 2013, we had 13 wells that had flowed back and we had gone through two generations of welldesigns, starting with 12 stages of fracks, to 18 stages, and from one completion configuration to a more advanced one. We learned a lotduring that period, such that by 2014 we had confidence that this was a scalable program and so we began a process of acquiringadditional acreage all around our initial footprint. You can see that by the end of 2015 we had acquired over 70,000 net acres to ourinterest.

By 2016, we had hit our stride in terms of having a de-risked and delineated acreage position, in our view, and we had disciplines inplace and processes that allowed us to scale and operate in a development mode.

Let�s move on to Page 13 so we can look at basically the economics of this. I talked about how many wells we�ve drilled, ourexpectations of those, and our confidence in those. On the upper left-hand part of this page you can see the breakevens. We�re below$30 per barrel, and that�s to achieve a 15% internal rate of return in terms of breakeven price. On the upper right-hand side you can seethe individual well returns, depending on which price deck that you might want to use, that generate about 85% internal rate return, evenat a NYMEX strip.



Now, other STACK operators have achieved good well head returns here as well, and so there�s been an enormous investment indrilling capital in the basin. This, in turn, as well as our development, became an ideal backdrop for the growth of the KingfisherMidstream operation. To date, as you can see on the lower left-hand side of the page, Kingfisher Midstream has acreage dedications ofabout 300,000 gross acres with a line of sight to over 500,000 gross acres. Now, this also has provided the opportunity for a substantialgrowth in third-party volumes which Kingfisher Midstream has been able to begin and continue to grow.

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Finally, when it comes to the importance of Kingfisher Midstream to Alta Mesa, it�s simply a strategic competitive advantage for us.We�ve got a purpose-built system that allows us to operate confidently in a multi-well development mode, we�ve got efficientprocessing, and we have access that�s assured to the interstate markets during a time where there could be periodic constraints due tothe large-scale growth in the area.

How does this all build up? Let�s summarize the overview here. On Slide 14, you can see the NAV build-up to about $7 billion basedon 4,200 identified gross drilling locations that we�ll describe. It�s broken up so that we can distinctly illustrate to you the Upstreamand the Midstream value components, and you can see this here on the page.

On the right side of the page you can see the growth opportunities that we see from additional down spacing and other opportunities thatKingfisher could have through additional third-party development.

Finally, we did make an acquisition�about a month ago we closed on it�and we have not included any of the locations that we believecould be drilled there in our tallies that show up on these pages, so we simply show you on the right-hand side of the page that thatrepresents some upside.

Let�s move on and focus down now on the Upstream a little bit more. First on Page 16, simply, we�re in a neighborhood where there�sa lot of activity going on, vigorous drilling around us, and even within our footprint, targeting both Oswego and the Mississippian-age,Osage and Meramec.

On Page 17, you get a maybe even better sense of how well-established in a short period of time this play has gotten. Not too manyyears ago, what you see on this map in Northwestern Canadian County, as listed as the Cana-Woodford, was really the biggest extend ofactivity. In the time since then, a lot of drilling has occurred by Devon, Continental, Newfield, now Marathon, and certainly by AltaMesa and some of the other private companies in the area, so it�s a large density of wells here. We�ve only drilled 200 wells, though,so far, and there�s a lot of room to run.

Let�s move on to Slide 18. This shows the progress in mean well results that we�ve been able to achieve in a very short period of timeby drilling intensely and purposely across about a 300 square mile area here in Easter Kingfisher County. We focused on a couple ofkeys. The first is isolation between stages. Our first well design was a sliding sleeve configuration and we found that to be veryineffective and we had very good science behind our assessment of those wells. We�ve gone to a plug-and-perf, open-hole design, andnow we have high confidence in a very effective frack job. The next key is a landing. We look for mechanical rock properties andreservoir properties that give us the best opportunity to find the most attractive reservoir and get a very effective frack job off.

Then, finally, the way that we steer our wells is very, very important. We have a dedicated team of geo-steerers that assure to the best oftheir ability that we stay within the zone that we�re targeting, and that�s given us a big part of the reason that we have been able to getconsistent well results.

You see here on this page that we�ve gone through generations, beginning with 12 stages, going on to 18, 24, and then 32 to 36,depending on how long the lateral is, and our next-generation design is likely to be 100-foot frack stage spacing, meaning on the orderof 45 to 48 stages for a one-mile, lateral, if you will, 4,800-foot lateral would be the typical target.



On Page 19, there�s some more detail here for you that shows you first the progress of well completions on the upper left; second, veryimportantly, the consistent production characteristics of our wells. We�re in an area with hundreds of vertical wells that give us soliddata upon which we can base our projections and our understanding of the Meramec and Osage system, as well as the Oswego abovethat. In the Meramec and Osage, as shown here on the lower left, we have early flow back, which is almost entirely

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oil in terms of the hydrocarbons�would be flowing back water from the frack, obviously�and then the GOR climbs over time. Theseproduction characteristics, with the oil waiting being biased to the early years of the well, give us good economics as well.

Let�s move on to Page 20 where�let�s talk about our cost structure in some more detail. Relative to what our competitors in the areahave published is shown here. We have a fairly low cost per well. First, we have geologic advantages. We�re shallow, we�re naturallyfractured, we have a simple well design. Second, we have a legacy infrastructure for water supply, water disposal, access to well sites,access to services. All those things combined together to give us a very good drilling time, and when we couple that with consistentdeployment of rigs over a period of time, we can get efficiencies of process that we�re taking advantage of today.

We think there�s upside in our drilling and completion costs in terms of the opportunity to cut our costs because we�re going into moreof the development mode and we�ll be drilling multi-well pads where there are shared services, there�s less mobilization timeassociated with that, and the other advantages of scale.

Let�s move on with just a little bit more specificity on the cost structure. On Page 21, this shows the effects of our costs. First on thetop, future development cost per PUD barrel, is shown here as very low, and we compare it to what others have published. Probably themost important measure on this page is the recycle ratio. You can see how we measure up compared to our competitors and the peersthat we think are relevant, as well as showing you what that additional benefit that will come to us from having an integrated midstreamoperation as part of the enterprise.

Finally, on the lower right you can see where LOE per barrel ranks. Now, we see some tremendous upside in our ability to cut costs, ourLOE costs as well, from the same points that I made earlier about F&D costs. The bottom line of our cost structure here is we�ve gotdurable operations, low F&D, high capital efficiency, and low lease operating expenses, with the opportunity to cut those costs withscale, very much a factor of robust infrastructure that we have. This goes back to one of the first points I made. We have highlycontiguous acreage here where we can scale with confidence and manage across a larger acreage footprint than simply one drilling unitat a time.

Now, let�s talk about results. I describe them in terms of the type curve we expected at the end of last year, and I showed you otherresults earlier, but on Page 22, one of the things we think is very important to communicate is how pervasive and extensive over thislarge area in the up-dip oil window, we have good well results. This table on the right-hand side of the page is meant to help you withthat and it shows you a number of wells. We highlight some key wells here as well. While we don�t have audited reserves for ournewer wells, we did think it relevant to give you some information in terms of the IP 30s of some recent wells, and so that�s also listedon this page.

Let�s move on to Page 23 now. Those good well results, the very, very good cost structure, our confidence in the geology and ourability to execute, all boil down to our ability to take on the development program that�s shown here in a base case, if you will.

The graphic on the left side shows our base development plan. We�ve performed 11 spacing tests across our footprint. Continental,Newfield, Devon, Marathon have all described their spacing tests in the STACK as well. We have 11 spacing tests, 7 of which are onflow back, some of which for an extended period of time. These have given us insights that give us the confidence in a base case shown



here. In this 550- foot plus or minus interval of the Meramec Osage, there would be three benches, each bench would have four wellslanded in them, so spacing of about what you might call 160 acres or 1,500 feet between the laterals.

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Ultimately, we seek to maximize discounted cash flow and we believe that this is going to be achieved with a combination of eitherfurther down spacing and/or optimized completion techniques where we can get more of this at a more valuable basis.

How do we put this in perspective? One of the things that�s helpful�there�s on the other order of 33 to 35 million barrels of oil in placein the Meramec and Osage, on average within a drilling unit across�or a section, a square mile�across our acreage position. This baseddevelopment plan in the Osage Meramec recovers about 8% of that oil in place. That should be a good measure and a comparator tosome of the other resource plays. It also gives us confidence that that combination of optimized well completions and/or additionalwells�in other words, down spacing�will be profitable to undertake.

Finally, we show the Oswego as a zone in which we have immense confidence of the development capability here. We show only twowells per drilling unit�in other words, a section square-mile�although there are other operators within our footprint who are developingthe Oswego with four wells per section.

The bigger picture really here is shown on Page 24. I described this earlier when I talked about the 1,100-foot thick section that�s amajor part of this petroleum system that is the Sooner Trend field area. Each of these zones that are listed here are commerciallyproductive from vertical wells within our footprint, with the one exception of the Chester Shale, which we believe could be a horizontaltarget but which has not been, to our knowledge, a successful vertical target in time. We tried to provide you with a grid here. It showsyou how many wells we think per section could be prospective in these various zones.

Finally, this log that�s on the left-hand side of the graphic is a well log from a continuous section from a log in the northern part of ouracreage, and it actually has some of the Manning Limestone that does show here. That�s important since we are flowing back our firstManning horizontal after having over 200 Manning vertical wells that have produced.

The bottom line on this slide is it�s a petroleum system that works. There�s a focus on an 1,100-foot thick multi-STACK pay area. Thethree zones that we have the most confidence in are the Osage, Meramec, and Oswego at this point in time, but we see every one ofthese zones as a potential target.

This could be described in terms of the drilling inventory on page 25 to which I referred earlier. On the left side of this page you can seehow the approximate forty-two hundred locations were identified in Meramec, Osage and Oswego. The middle of the page reflects thepotential for down spacing and/or increased effectiveness of completions. The right hand side is our way of showing you the potentialfor further development of additional zones that we believe are prospective within our acreage footprint. Now we can define theupstream opportunity in terms of this drilling inventory because of our demonstrated ability to execute. Turning now to slide 26, weillustrate our growth in net acreage, net production and proved reserves since we began horizontal development of our STACK position.Please note the map on the right side of this slide shows a recent acquisition in Major and Blaine counties. Our goal in acquisitions is tocontrol good acreage of scale. Summarizing, the growth we�ve achieved gives us confidence in the continued execution and expectedgrowth that we project.

Turning to Page 27, in the broader STACK area there is significant acreage that could be consolidated by operators such as ourselves.We believe that this combination with Jim positions us to compete effectively for good opportunities. We have the advantage of a solidoperations base, a scalable team with years of experience, a low cost structure and the expertise to determine value in this area.

Now moving on to Page 29 to discuss the midstream assets. Kingfisher Midstream is an important part of our operation today and willbe increasingly so in the combined enterprise. For want of capital, we

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would have built this ourselves a few years ago due to the growing functional constraints and inherent inefficiencies of older legacyprocessing and gathering, as well as concerns that this basin may experience, periodic and near-term limitations to residue gas takeaway,particularly to interstate markets. Kingfisher affords us and other nearby operators with a purpose-filled system to handle the largervolumes associated with multiple wells sold back from single pads and to do so in a more efficient processing system giving us lowershrink, higher yields and better economics. As I alluded a moment ago, Kingfisher gives us flow assurance. It is physically positionedto connect directly to interstate markets by Panhandle Eastern to access Midwest and Gulf Coast markets as well as OGT for access towestern interstate markets. Importantly, we have firm transport rights on both of these interstate systems. Which also makes us morecompetitive as we consider potential acquisitions. Since commissioning just a year ago, Kingfisher has systematically grown itscustomer base to include several other operators besides Alta Mesa, and we believe this will be an increasingly important and valuablepart of the midstream business. Let me now turn this over for a moment to Jim so he can discuss the broader vision for our midstreamoperations. Jim�

James Hackett:

On slide 30, we just are trying to portray here the valuation arbitrage that exists between the margin that is in KFM within the E&Pbusiness as a combined entity, and then eventually as an MLP Entity restructured out of the E&P entity where we control the GPinterest. And what is very familiar to all of you is that the multiple step up that you get from the upstream median at 7 ½X to midstreammedians of 13.7X EBITDA and eventually to the GP interest at 25.3X EBITDA.

On the lower left we�ve just taken an illustrative EBITDA, call it 1.0 dollars and just showing that step up in terms of the multiplesapplied to that investment or that value � that implied value � on those various multiples. And so we take the KFM EBITDA projectionin 2019, estimated at $318 million, and we roll that over to the right under the illustrative midstream value creation, and you have thevalue of that EBITDA in the margin in the upstream of $2.4 billion increasing by $1.96 billion with the MLP issuance, which iscurrently anticipated in the first part of 2019, to create an MLP value fully distributed at $4.35 billion. And then eventually severalyears later issuing a GP into a public entity and getting an uplift of some $924 million and that amounts to a total of $5.275 billion forthe value of that total margin. Comparing that against the $2.39 billion that is within the combined entity at the beginning, you can seethe uplift represents nearly $3 billion, and that is approximately 80% of the combined purchase price of these entities at $3.8 billion,essentially paying for a large portion of the merger.

Harlan Chappelle:

Thanks, Jim. On Slide 31 you can see the existing infrastructure. Kingfisher Midstream today has 60 million cubic feet a day ofprocessing in the center of our acreage. It�s currently undergoing an expansion of 200 million a day for a total of 260 million a day ofprocessing. That�ll be done by the end of this year. There�s about 250 miles of low-pressure gathering line and about 75 miles of high-pressure gathering line here. We have significant deal compression and there�s crude storage in the middle of the field here.

On Page 32, there�s even more detail for you to refer to here on natural gas, NGLs, and crude aspects of this Kingfisher Midstreamenterprise. You can see, in terms of takeaway on the gas side, we have 120 a day of FT on Panhandle Eastern and 50 million a day ofFT on OGT. That 50 million a day is going to increase to 125 million a day in June of next year. For NGLs there�s about 41,000barrels of capacity on the Chisholm line. For crude, today we�re trucking our crude from the central gathering system to Cushing, butwe have several opportunities to interconnect to pipelines direct into Cushing, which gives us additional advantages in terms of both netback price and in terms of reliability.

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Finally on Page 33, Kingfisher Midstream is well-positioned to gather and process increasing volumes from the play as it moves to theWest. Notably, as we move to the West in this play, gas volumes do increase.



Let me turn it over now to Mike McCabe, our CFO, as he goes through the finances of this new enterprise.

Mike McCabe:

Turning to Page 35, obviously this would become a major de-leveraging event for Alta Mesa Resources. It will create a zero-net debt onour balance sheet and provide us with excellent pro forma liquidity to execute the development plan in the STACK and KingfisherCounty. Our intent is to manage to a 1.0X debt to EBITDA tax ratio with 1.5-2.0X guardrails on a situational basis. This will allowAlta Mesa Resources to have positive cash flow from Operations as early as 2019 and to continue to maintain a simplified balance sheetwith our revolver and senior unsecured bonds. Turning to Page 36, our 2017 Capex budget is $458 million which includes $108 millionof funds from Bayou City Drilling JV. KFM will complete the expansion of its facility to $260 million a day capacity which is includedin their $120 million capex budget remaining for 2017. And we will expect to grow from currently at 6 rigs to 10 rigs by the end of2018. Also, our hedges are summarized at the bottom of Page 36. We will continue to be disciplined, but active, in our hedge programand protecting our revenues going forward.

Turning to Page 38, which is a summary of financial objectives for the future, we are expecting a 3X growth in net daily production toapproximately 65K BOE per day in 2019, and a 5X growth in EBITDAX over the same period. And again we will go positive free cashflow from operations in 2019 while we create and maintain sufficient liquidity to fund our development plan as summarized in themiddle section of the bottom bar on Page 38.

James Hackett:

On Slide 39, we have the first of two valuation pages. This is just for the upstream portion of the merger. And you can see in the upperleft the firm value is a multiple of 2018 EBITDA, and of course, it looks very attractive relative to the peer group. And then 2019 getseven better and that�s because the growth rate in the lower right portion of this slide. And then if you look in the bottom left portion allwe�ve done here is try to give you comparables for the Anadarko Basin for acquisitions on a net acreage basis.

Turning to Page 40, we�ve done the same for KFM. If you look at the Midstream multiples of 2018 and 2019 EBITDA, the firm valuefor this transaction is highly attractive relative to those entities on the lower left portion of the graph. Then when you take the combinedcompanies, both Upstream and Midstream, you can see that that growth rate, not surprisingly, captures both of these slides in terms ofcombining the two, and matches what we had told you earlier in the presentation.

On Slide 41, we are showing the anticipated transaction timeline.

On Page 42, just to summarize, what we see in this opportunity in front of us for a pure-play STACK company is a world-class asset.We�ve got great rocks, we�ve got great technical tools, great people, and a great track record with high growth in front of us. We�veput together a Midstream business that provides us defensive and offensive capabilities in terms of both internally growing our business,as well

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as consolidating those around us, and a potential financial restructuring of that Midstream business, that I�ve spoken to you earlierabout, is incredibly compelling in terms of the upside for our Investors.

We�ll have financial strength and flexibility to execute the business plan through this current down cycle, and we�ll still end up beingpositive cash flow-wise in 2019.

With that, I�ll end the pro forma presentation. Hal and I will look forward to seeing all of you in the near future. We couldn�t be moreexcited about this opportunity in front of us. Thank you.



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