Subject to the terms and conditions of this Agreement and the Acquisition Agreement the Company hereby agrees (i) to issue at the Closing to each Investor the number of Closing Securities set forth opposite such Investor’s name on Schedule 2.01 of this Agreement and (ii) to issue, upon the cancellation of the stock certificate representing the Holdback Shares (as defined in the Purchase Agreement), on the date that is six months following the Closing Date, the Holdback Securities in accordance with an allocation to be set forth on a schedule to be delivered to the Company by Kimmeridge Energy no later than seven (7) days prior to the date that is six months following the Closing Date.