REPX 10-Q Quarterly Report Dec. 31, 2021 | Alphaminr
Riley Exploration Permian, Inc.
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REPX 10-Q Quarter ended Dec. 31, 2021

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RILEY EXPLORATION PERMIAN, INC.
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CIK: 1001614
Filing Type: 10-QT
Report Date: 2021-12-31
Download URL: https://www.sec.gov/Archives/edgar/data/1001614/000100161422000025/rep-20211231.htm
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TABLE OF CONTENTS
Part I. Financial InformationItem 1. Financial StatementsItem 2. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II. Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Mine Safety DisclosuresItem 5. Other InformationItem 6. Exhibits

Exhibits

2.1 Agreement and Plan of Merger, by and among Tengasco, Inc., Antman Sub, LLC, and Riley Exploration - Permian, LLC, dated as of October 21, 2020(incorporated by reference from Exhibit 2.1 to the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on October 22, 2020). 2.2 Amendment No. 1 to Agreement and Plan of Merger, by and among Tengasco, Inc., Antman Sub, LLC, and Riley Exploration - Permian, LLC, dated as of January 20, 2021(incorporated by reference from Exhibit 2.1 to the Registrants Current Report on Form 8-K, as filed with the Securities and Exchange Commission on January 22, 2021). 3.1 First Amended and Restated Certificate of Incorporation of Riley Exploration Permian, Inc.(incorporated by reference to Exhibit 4.1 to the Registrants Registration Statement on Form S-8 filed with the Securities and Exchange Commission on March 1, 2021, Registration No. 333-253750). 3.2 Second Amended and Restated Bylaws of Riley Exploration Permian, Inc.(incorporated by reference to Exhibit 4.2 to the Registrants Registration Statement on Form S-8 filed with the Securities and Exchange Commission on March 1, 2021, Registration No. 333-253750). 10.1 Credit Agreement dated as of September 28, 2017, by and among Riley Exploration Permian, LLC, as borrower, Truist Bank, as administrative agent, and the lenders party thereto (incorporated by reference from Exhibit 10.1 to the Registrants Registration Statement on Form S-4/A, as filed with the Securities and Exchange Commission on December 31, 2020, Registration No. 333-250019). 10.2 First Amendment to Credit Agreement dated as of February 27, 2018, by and among Riley Exploration Permian, LLC, as borrower, Truist Bank, as administrative agent, and the lenders party thereto (incorporated by reference from Exhibit 10.2 to the Registrants Registration Statement on Form S-4/A, as filed with the Securities and Exchange Commission on December 31, 2020, Registration No. 333-250019). 10.3 Second Amendment to Credit Agreement dated as of November 9, 2018, by and among Riley Exploration Permian, LLC, as borrower, Truist Bank, as administrative agent, and the lenders party thereto (incorporated by reference from Exhibit 10.3 to the Registrants Registration Statement on Form S-4/A, as filed with the Securities and Exchange Commission on December 31, 2020, Registration No. 333-250019). 10.4 Third Amendment to Credit Agreement dated as of April 3, 2019, by and among Riley Exploration Permian, LLC, as borrower, Truist Bank, as administrative agent, and the lenders party thereto (incorporated by reference from Exhibit 10.4 to the Registrants Registration Statement on Form S-4/A, as filed with the Securities and Exchange Commission on December 31, 2020, Registration No. 333-250019). 10.5 Fourth Amendment to Credit Agreement dated as of October 15, 2019, by and among Riley Exploration Permian, LLC, as borrower, Truist Bank, as administrative agent, and the lenders party thereto (incorporated by reference from Exhibit 10.5 to the Registrants Registration Statement on Form S-4/A, as filed with the Securities and Exchange Commission on December 31, 2020, Registration No. 333-250019). 10.6 Fifth Amendment to Credit Agreement dated as of May 7, 2020, by and among Riley Exploration Permian, LLC, as borrower, Truist Bank, as administrative agent, and the lenders party thereto (incorporated by reference from Exhibit 10.6 to the Registrants Registration Statement on Form S-4/A, as filed with the Securities and Exchange Commission on December 31, 2020, Registration No. 333-250019). 10.7 Sixth Amendment to Credit Agreement dated as of August 31, 2020, by and among Riley Exploration Permian, LLC, as borrower, Truist Bank, as administrative agent, and the lenders party thereto (incorporated by reference from Exhibit 10.7 to the Registrants Registration Statement on Form S-4/A, as filed with the Securities and Exchange Commission on December 31, 2020, Registration No. 333-250019). 10.8 Seventh Amendment and Consent to Credit Agreement dated as of October 21, 2020, by and among Riley Exploration Permian, LLC, as borrower, Truist Bank, as administrative agent, and the lenders party thereto (incorporated by reference from Exhibit 10.8 to the Registrants Registration Statement on Form S-4/A, as filed with the Securities and Exchange Commission on December 31, 2020, Registration No. 333-250019). 10.9 Eighth Amendment to Credit Agreement dated as of March 5, 2021,by and among Riley Exploration Permian, Inc., Riley Exploration - Permian, LLC, as borrower,Truist Bank, as administrative agent, and the lenders party thereto (incorporated by reference from Exhibit 10.9 to the Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, as filed with the Securities and Exchange Commission on May 17, 2021). 10.10 Ninth Amendment to Credit Agreement dated as of May 5, 2021,by and among Riley Exploration Permian, Inc., Riley Exploration - Permian, LLC, as borrower,Truist Bank, as administrative agent, and the lenders party thereto (incorporated by reference from Exhibit 10.10 to the Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, as filed with the Securities and Exchange Commission on May 17, 2021). 10.11 Tenth Amendment to the Credit Agreement dated as of October 12, 2021, by and among Riley Exploration Permian, Inc., Riley Exploration - Permian, LLC, as borrower, Truist Bank, as administrative agent, and the lenders party thereto (incorporated by reference from Exhibit 10.1 to the Registrants Current Report on Form 8-K, as filed with the Securities and Exchange Commission on October 14, 2021). 10.12 Form of Indemnity Agreement (incorporated by reference from Exhibit 10.14 to the Registrants Registration Statement on Form S-4/A, as filed with the Securities and Exchange Commission on January 21, 2021, Registration No. 333-250019). 10.13 Form of Independent Director Agreement (incorporated by reference from Exhibit 10.13 to the Registrants Registration Statement on Form S-4/A, as filed with the Securities and Exchange Commission on January 21, 2021, Registration No. 333-250019). 10.14 Riley Exploration Permian, Inc. 2021 Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed with the Commission on February 25, 2021). 10.15 Form of Common Stock Award Agreement (incorporated by reference from Exhibit 10.10 to the Registrants Current Report on Form 8-K, as filed with the Securities and Exchange Commission on March 15, 2021). 10.16 Form of Restricted Stock Agreement (Time Vesting) (incorporated by reference to Exhibit 4.4 to the Registrants Registration Statement on Form S-8, as filed with the Securities and Exchange Commission on March 1, 2021, Registration No. 333- 253750). 10.17 Form of Substitute Restricted Stock Agreement (Time Vesting) (incorporated by reference from Exhibit 4.5 to the Registrants Registration Statement on Form S-8 filed with the Commission on March 1, 2021, Registration No. 333-253750). 10.18 Form of Restricted Stock Agreement (Non-Employee Director) (incorporated by reference from Exhibit 4.6 to the Registrants Registration Statement on Form S-8 filed with the Commission on March 1, 2021, Registration No. 333-253750). 10.19 Employment Agreement dated effective as of March 15, 2021 by and between Riley Exploration Permian, Inc. and Corey Riley (incorporated by reference from Exhibit 10.1 to the Registrants Current Report on Form 8-K, as filed with the Securities and Exchange Commission on March 15, 2021). 10.20 Employment Agreement dated effective as of March 15, 2021 by and between Riley Exploration Permian, Inc. and Philip Riley (incorporated by reference from Exhibit 10.2 to the Registrants Current Report on Form 8-K, as filed with the Securities and Exchange Commission on March 15, 2021). 10.21 Employment Agreement dated April 1, 2019 by and between Riley Exploration Permian, LLC and Bobby D. Riley and assigned by Riley Exploration Permian, LLC to Riley Permian Operating Company, LLC on June 8, 2019 (incorporated by reference from Exhibit 10.9 to the Registrants Registration Statement on Form S-4/A, as filed with the Securities and Exchange Commission on December 31, 2020, Registration No. 333-250019). 10.22 Amendment No. 1 to Employment Agreement dated October 1, 2020 by and between Riley Permian Operating Company, LLC and Bobby D. Riley (incorporated by reference from Exhibit 10.10 to the Registrants Registration Statement on Form S-4/A, as filed with the Securities and Exchange Commission on December 31, 2020, Registration No. 333-250019). 10.23 Amendment No. 2 to Employment Agreement dated March 15, 2021 by and between Riley Permian Operating Company, LLC and Bobby D. Riley (incorporated by reference from Exhibit 10.7 to the Registrants Current Report on Form 8-K, as filed with the Securities and Exchange Commission on March 15, 2021). 10.24 Employment Agreement dated April 1, 2019 by and between Riley Exploration Permian, LLC and Kevin Riley and assigned by Riley Exploration Permian, LLC to Riley Permian Operating Company, LLC on June 8, 2019 (incorporated by reference from Exhibit 10.11 to the Registrants Registration Statement on Form S-4/A, as filed with the Securities and Exchange Commission on December 31, 2020, Registration No. 333-250019) 10.25 Amendment No. 1 to Employment Agreement dated March 15, 2021 by and between Riley Permian Operating Company, LLC and Kevin Riley (incorporated by reference from Exhibit 10.8 to the Registrants Current Report on Form 8-K, as filed with the Securities and Exchange Commission on March 15, 2021). 10.26 Second Amended and Restated Registration Rights Agreement dated October7, 2020 by and among Riley Exploration Permian, LLC, Riley Exploration Group, Inc., Yorktown Energy Partners XI, L.P., Boomer Petroleum, LLC, Bluescape Riley Exploration Holdings LLC, Bluescape Riley Acquisition Company LLC, Bobby D. Riley, Kevin Riley and Corey Riley (incorporated by reference to Exhibit4.1 to the Registrants Registration Statement on Form S-4/A, as filed with the Securities and Exchange Commission on December31, 2020, Registration No. 333-250019). 10.27 Employment Agreement dated effective as of January 25, 2022 by and between Riley Exploration Permian, Inc. and Amber Bonney (incorporated by reference from Exhibit 10.2 to the Registrants Current Report on Form 8-K, as filed with the Securities and Exchange Commission on January 27, 2022). 31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of Chief Executive Officer pursuant to 18 U.S.C., Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certification of Chief Financial Officer pursuant to 18 U.S.C., Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002