Seventh AMENDMENT TO THE LOAN AGREEMENT
THIS Seventh AMENDMENT TO THE LOAN AGREEMENT (the “Seventh Amendment”) is made as of March 16, 2026, by and between Phoenix Energy One, LLC (formerly known as Phoenix Capital Group Holdings, LLC) (the “Original Borrower”); Phoenix Operating, LLC (the “Additional Borrower”, and collectively, with Original Borrower, the “Borrower”); and Adamantium Capital LLC (the “Lender”).
RECITALS:
A.
Borrower and Lender entered into that certain Loan Agreement, dated September 13, 2023, as amended by that certain Loan Agreement Amendment and Note Modification, dated October 30, 2023; that certain Second Amendment to the Loan Agreement, dated December 12, 2024; that certain Third Amendment to the Loan Agreement, dated January 3, 2025; that certain Fourth Amendment to the Loan Agreement, dated January 24, 2025; and that certain Fifth Amendment to the Loan Agreement, dated October 6, 2025; and that certain Sixth Amendment to the Loan Agreement, dated February 12, 2026 (collectively, the “Loan Agreement”).
B.
The Loan Agreement provided for a loan with a maximum principal amount of $409,300,000 (the “Loan”).
C.
The Loan is evidenced by the Subordinate Master Credit Note (Accrual Pay) and a Subordinate Master Credit Note (Current Pay) made by the Borrower in favor of Lender, dated September 13, 2023, as amended by that certain Loan Agreement Amendment and Note Modification, dated October 30, 2023; that certain Second Amendment to the Subordinate Master Credit Notes (Current Pay Note and Accrual Pay Note), dated December 12, 2024; that certain Third Amendment to the Subordinate Master Credit Notes (Current Pay Note and Accrual Pay Note), dated January 3, 2025; that certain Fourth Amendment to the Subordinate Master Credit Notes (Current Pay Note and Accrual Pay Note), dated January 24, 2025; that certain Fifth Amendment to the Subordinate Master Credit Notes (Current Pay Note and Accrual Pay Note), dated October 6, 2025; and that certain Sixth Amendment to the Subordinate Master Credit Notes (Current Pay Note and Accrual Pay Note), dated February 12, 2026 (collectively, the “Notes”).
D.
Lender and Borrower now desire to enter into this Seventh Amendment for the purpose of loaning to Borrower additional net proceeds received from Lender’s unsecured notes offering pursuant to that certain Private Placement Memorandum dated February 16, 2024, as the same may be supplemented or amended, up to an amount of $600,000,000.00.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1.
Definitions. Except as modified hereby, all capitalized terms used in this Seventh Amendment will have the respective meanings assigned thereto in the Loan Agreement.
2.
Amendment to Loan Agreement. The Maximum Advance Amount is hereby increased to Six Hundred and Nine Million Three Hundred Thousand and no/100 Dollars ($609,300,000.00).
3.
Ratification; No Novation; Reaffirmation of Grant of Security Interest. Borrower promises and agrees to pay and perform the obligations of payment and performance set forth in the Loan Agreement, as hereby modified and amended, and further agrees to perform all of its requirements, conditions and obligations under the terms of the Loan Documents as modified and amended, all such documents being hereby ratified and affirmed. The execution and delivery of this Seventh Amendment shall not constitute a novation or accord and satisfaction of any Loan Document, or a modification of any lien, encumbrance or security title, if any, securing the obligations thereunder. All references in the Loan Documents to the Loan Agreement shall hereinafter be deemed to be a reference to such document as amended by this Seventh Amendment.