Infinity Natural Resources, Inc. Sample Contracts
INFINITY NATURAL RESOURCES, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of January 30, 2025Limited Liability Company Agreement • February 3rd, 2025 • Infinity Natural Resources, Inc. • Crude petroleum & natural gas • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of January 30, 2025, is entered into by and among Infinity Natural Resources, LLC, a Delaware limited liability company (the “Company”), and its Members (as defined herein).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 1st, 2025 • Infinity Natural Resources, Inc. • Crude petroleum & natural gas • New York
This CREDIT AGREEMENT, dated as of September 25, 2024, is among Infinity Natural Resources, LLC, a Delaware limited liability company (the “Borrower”), the banks, financial institutions and other lending institutions from time to time parties as lenders hereto (each a “Lender” and, collectively, the “Lenders”), Citibank, N.A. (“Citi”), as administrative agent and collateral agent for the Lenders and an Issuing Bank, and each other Issuing Bank from time to time party hereto.
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 3rd, 2025 • Infinity Natural Resources, Inc. • Crude petroleum & natural gas • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of January 30, 2025 between Infinity Natural Resources, Inc., a Delaware corporation (the “Company”), and Brian Seline (“Indemnitee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 3rd, 2025 • Infinity Natural Resources, Inc. • Crude petroleum & natural gas • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of January 30, 2025 between Infinity Natural Resources, Inc., a Delaware corporation (the “Company”), and Scott A. Gieselman (“Indemnitee”).
TAX RECEIVABLE AGREEMENT between INFINITY NATURAL RESOURCES, INC. and THE PERSONS NAMED HEREIN Dated as of January 30, 2025Tax Receivable Agreement • February 3rd, 2025 • Infinity Natural Resources, Inc. • Crude petroleum & natural gas • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”) is dated as of January 30, 2025, and is between Infinity Natural Resources, Inc., a Delaware corporation (including any successor corporation, the “Corporate Taxpayer”), and each of the TRA Parties that are from time to time a party hereto.
Infinity Natural Resources, Inc. [ • ] Shares 1 Class A Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • October 4th, 2024 • Infinity Natural Resources, Inc. • Crude petroleum & natural gas • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 3rd, 2025 • Infinity Natural Resources, Inc. • Crude petroleum & natural gas • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of January 30, 2025 between Infinity Natural Resources, Inc., a Delaware corporation (the “Company”), and Steven Cobb (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 3rd, 2025 • Infinity Natural Resources, Inc. • Crude petroleum & natural gas • Delaware
This Registration Rights Agreement (as may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of February 3, 2025, by and among Infinity Natural Resources, Inc., a Delaware corporation (the “Company”), and the undersigned holders of Registrable Securities (as defined below), and such other holders of Registrable Securities that join this Agreement pursuant to the provisions herein. Such holders of Registrable Securities party hereto are collectively referred to herein as the “Securityholders.”
Infinity Natural Resources, Inc. 13,250,000 Shares Class A Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • February 3rd, 2025 • Infinity Natural Resources, Inc. • Crude petroleum & natural gas • New York
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 29th, 2025 • Infinity Natural Resources, Inc. • Crude petroleum & natural gas • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”), dated as of May 29, 2025, is among Infinity Natural Resources, LLC, a Delaware limited liability company (the “Borrower”), each of the other Credit Parties (as defined in the Existing Credit Agreement referred to below), each of the Lenders (as defined below) party hereto and Citibank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank (as each such term is defined in the Existing Credit Agreement).
SECURITIES PURCHASE AGREEMENT BY AND AMONG INFINITY NATURAL RESOURCES, INC., AND THE PURCHASERS PARTY HERETO Dated as of February 18, 2026Securities Purchase Agreement • February 23rd, 2026 • Infinity Natural Resources, Inc. • Crude petroleum & natural gas • Delaware
This SECURITIES PURCHASE AGREEMENT dated as of February 18, 2026 (this “Agreement”), is by and among Infinity Natural Resources, Inc., a Delaware corporation (the “Company”), and each purchaser identified on Schedule I hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Capitalized terms used but not defined herein have the meanings assigned to them in Exhibit A.
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • February 23rd, 2026 • Infinity Natural Resources, Inc. • Crude petroleum & natural gas
This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is dated as of February 22, 2026, by and between Antero Resources Corporation, a Delaware corporation (“Antero Resources”), Antero Minerals LLC, a Delaware limited liability company (“Antero Minerals”) and Monroe Pipeline LLC, a Delaware limited liability company (“Monroe Pipeline” and together with Antero Resources and Antero Minerals, collectively, “Seller”), on the one hand, Infinity Natural Resources LLC, a Delaware limited liability company (“Infinity”), and Northern Oil and Gas, Inc., a Delaware corporation (“NOG”, and together with Infinity, collectively, “Buyer”), on the other hand. Seller, Infinity and NOG are each a “Party”, and collectively the “Parties”. Capitalized terms used but not defined in this Amendment shall have the meanings given to such terms in the Purchase Agreement (as hereinafter defined).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 8th, 2025 • Infinity Natural Resources, Inc. • Crude petroleum & natural gas • New York
This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”), dated as of December 5, 2025, is among Infinity Natural Resources, LLC, a Delaware limited liability company (the “Borrower”), each of the other Credit Parties (as defined in the Existing Credit Agreement referred to below), each of the Lenders (as defined below) party hereto and Citibank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank (as each such term is defined in the Existing Credit Agreement).
Amendment No. 1 to the Second Amended and Restated Limited Liability Company Agreement of Infinity Natural Resources, LLCSecond Amended and Restated Limited Liability Company Agreement • February 23rd, 2026 • Infinity Natural Resources, Inc. • Crude petroleum & natural gas • Delaware
This Amendment No. 1 (this “Amendment No. 1”) to the Second Amended and Restated Limited Liability Company Agreement, dated January 30, 2025 (the “LLC Agreement”) of Infinity Natural Resources, LLC, a Delaware limited liability company (the “Company”), is made effective as of February 23, 2026 (the “Amendment Date”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the LLC Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 23rd, 2026 • Infinity Natural Resources, Inc. • Crude petroleum & natural gas • Delaware
This Registration Rights Agreement (as may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of February 23, 2026, by and among Infinity Natural Resources, Inc., a Delaware corporation (the “Company”), and the undersigned holders of Registrable Securities (as defined below), and such other holders of Registrable Securities that join this Agreement pursuant to the provisions herein. Such holders of Registrable Securities party hereto are collectively referred to herein as the “Securityholders.”
INDENTURE dated as of March 20, 2026 among INFINITY NATURAL RESOURCES, LLC, Each of the Guarantors Party Hereto and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee 7.625% SENIOR NOTES DUE 2031Indenture • March 23rd, 2026 • Infinity Natural Resources, Inc. • Crude petroleum & natural gas • New York
INDENTURE, dated as of March 20, 2026, among (a) Infinity Natural Resources, LLC, a Delaware limited liability company, as the Company (as defined herein), (b) certain subsidiaries of the Company, as Guarantors (as defined herein), and (c) U.S. Bank Trust Company, National Association, a national banking association, as Trustee (as defined herein).
INFINITY NATURAL RESOURCES, INC.Participation Agreement • February 3rd, 2025 • Infinity Natural Resources, Inc. • Crude petroleum & natural gas • Delaware
We are pleased to inform you that you have been designated as eligible to participate in the Infinity Natural Resources, Inc. Executive Change in Control and Severance Plan (as it may be amended from time to time, the “Plan”), as a Tier [__] Executive. Your participation in the Plan is subject to the terms and conditions of the Plan and your execution and delivery of this agreement, which constitutes a Participation Agreement (as defined in the Plan). A copy of the Plan is attached hereto as Annex A and is incorporated herein and deemed to be part of this Participation Agreement for all purposes. Capitalized terms used but not defined in this Participation Agreement (including Annex B) shall have the meanings set forth in the Plan.
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • February 23rd, 2026 • Infinity Natural Resources, Inc. • Crude petroleum & natural gas
This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is dated as of February 22, 2026, by and between Antero Midstream LLC, a Delaware limited liability company (“Antero Midstream”), Antero Water LLC, a Delaware limited liability company (“Antero Water”), and Antero Treatment LLC, a Delaware limited liability company (“Antero Treatment” and together with Antero Midstream and Antero Water, collectively, “Seller”), on the one hand, Infinity Natural Resources LLC, a Delaware limited liability company (“Infinity”), and Northern Oil and Gas, Inc., a Delaware corporation (“NOG”, and together with Infinity, collectively, “Buyer”), on the other hand. Seller, Infinity and NOG are each a “Party”, and collectively the “Parties”. Capitalized terms used but not defined in this Amendment shall have the meanings given to such terms in the Purchase Agreement (as hereinafter defined).
FOURTH AMENDMENT TO CREDIT AGREEMENTFourth Amendment to Credit Agreement • February 23rd, 2026 • Infinity Natural Resources, Inc. • Crude petroleum & natural gas • New York
This CREDIT AGREEMENT, dated as of September 25, 2024, is among Infinity Natural Resources, LLC, a Delaware limited liability company (the “Borrower”), the banks, financial institutions and other lending institutions from time to time parties as lenders hereto (each a “Lender” and, collectively, the “Lenders”), Citibank, N.A. (“Citi”), as administrative agent and collateral agent for the Lenders and an Issuing Bank, and each other Issuing Bank from time to time party hereto.