Exhibit 10.1


 


Execution Version


 


FIFTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT


 


 


THIS
FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter called this “Amendment”)
is dated as of June 21, 2021, by and among RING ENERGY INC., a Nevada corporation (the “Borrower”), each
of the Lenders which is signatory hereto, and TRUIST BANK, successor by merger to SunTrust Bank, as Administrative Agent for the Lenders
(in such capacity, together with its successors in such capacity “Administrative Agent”) and as Issuing Bank
under the Credit Agreement referred to below.


 


W I T N E S S E T H:


 


WHEREAS, the Borrower, Administrative
Agent and the Lenders are parties to that certain Amended and Restated Credit Agreement dated as of April 9, 2019, as amended by
that certain First Amendment to Amended and Restated Credit Agreement dated as of November 27, 2019, that certain Second Amendment
to Amended and Restated Credit Agreement dated as of June 17, 2020, that certain Third Amendment to Amended and Restated Credit
Agreement dated as of December 23, 2020, and that certain Fourth Amendment to Amended and Restated Credit Agreement dated as of
June 10, 2021 (as amended by this Amendment and as further amended, modified or restated from time to time, the “Credit
Agreement”), whereby upon the terms and conditions therein stated the Lenders have agreed to make certain loans to the
Borrower upon the terms and conditions set forth therein;


 


WHEREAS, the Borrower has
requested that the Lenders amend the Credit Agreement as set forth below; and


 


WHEREAS, subject to the terms
and conditions hereof, the Lenders are willing to agree to the amendments to the Credit Agreement as set forth herein.


 


NOW, THEREFORE, for and in
consideration of the mutual covenants and agreements herein contained, the parties to this Amendment hereby agree as follows:


 


SECTION 1.     Definitions.
Unless otherwise defined in this Amendment, each capitalized term used herein but not otherwise defined herein has the meaning given
such term in the Credit Agreement. The interpretive provisions set forth in Sections 1.2, 1.3 and 1.4 of the Credit Agreement shall apply
to this Amendment.


 


SECTION 2.     Amendments
to Credit Agreement. Effective on the Amendment Effective Date, the Credit Agreement is hereby amended as follows:


 


(a)            Section 1.1
of the Credit Agreement is amended by inserting the following definitions in proper alphabetical order:


 


“Available
Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for
such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for
determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt,
any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (f) of
Section 2.15.


 


“Benchmark”
means, initially, the Adjusted LIBO Rate; provided that if a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in
Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to Adjusted LIBO Rate or the then-current
Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has
replaced such prior benchmark rate pursuant to clause (b) or clause (c) of Section 2.15.






     


     


    

 





“Benchmark
Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the
Administrative Agent for the applicable Benchmark Replacement Date:


 


(1) the sum
of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;


 


(2) the sum
of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;


 


(3) the sum
of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for
the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation
of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving
or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for U.S. dollar-denominated
syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment;


 


provided
that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service
that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; provided further that,
notwithstanding anything to the contrary in this Agreement or in any other Loan Document, upon the occurrence of a Term SOFR Transition
Event, and the delivery of a Term SOFR Notice, on the applicable Benchmark Replacement Date the “Benchmark Replacement” shall
revert to and shall be deemed to be the sum of (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, as set forth
in clause (1) of this definition (subject to the first proviso above). If the Benchmark Replacement as determined pursuant to clause
(1), (2) or (3) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes
of this Agreement and the other Loan Documents.


 


“Benchmark
Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement
for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:


 


(1) for purposes
of clauses (1) and (2) of the definition of “Benchmark Replacement,” the first alternative set forth in the order
below that can be determined by the Administrative Agent:


 


(a) the spread
adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) as of
the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the Relevant
Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable Corresponding
Tenor;


 


(b) the spread
adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such
Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon
an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and






     


     


    







(2) for purposes
of clause (3) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating or determining
such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the
Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment,
or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted
Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date or (ii) any evolving or then-prevailing
market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement
of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities;


 


provided
that, in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes
such Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion.


 


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational
changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition
of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests
or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical,
administrative or operational matters) that the Administrative Agent decides (in consultation with the Borrower) in its reasonable discretion
may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof
by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption
of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice
for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides
is reasonably necessary (in consultation with the Borrower) in connection with the administration of this Agreement and the other Loan
Documents).


 


“Benchmark
Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:


 


(1) in the case
of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of


 


(a) the date
of the public statement or publication of information referenced therein; and


 


(b) the date
on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely
ceases to provide all Available Tenors of such Benchmark (or such component thereof);


 


(2) in the case
of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of
information referenced therein; or


 


(3) in the case
of a Term SOFR Transition Event, the date that is thirty (30) days after the date a Term SOFR Notice is provided to the Lenders and the
Borrower pursuant to Section 2.15(c); or






     


     


    

 


(4) in the case
of an Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders,
so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the
date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in Election from
Lenders comprising the Required Lenders.


 





For the avoidance
of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference
Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for
such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or
(2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current
Available Tenors of such Benchmark (or the published component used in the calculation thereof).


 


“Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:


 


(1) a public
statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the
calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or
such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor
administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);


 


(2) a public
statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component
used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction
over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such
Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such
Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to
provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of
such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark
(or such component thereof); or


 


(3) a public
statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component
used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer representative.


 


For the avoidance of doubt, a “Benchmark
Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information
set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in
the calculation thereof).


 


“Benchmark
Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant
to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current
Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.15 and (y) ending at the time
that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance
with Section 2.15.






     


     


    

 


“Corresponding
Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment
period having approximately the same length (disregarding business day adjustment) as such Available Tenor.





 


“Daily Simple
SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the
Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining
 “Daily Simple SOFR” for business loans; provided, that if the Administrative Agent decides that any such convention
is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its
reasonable discretion with the consent of the Borrower (which may not be unreasonably withheld or delayed).


 


“Early Opt-in
Election” means, if the then-current Benchmark is the Adjusted LIBO Rate, the occurrence of:


 


(1) a notification
by the Administrative Agent to (or the request by the Borrower to the Administrative Agent to notify) each of the other parties hereto
that at least five currently outstanding U.S. dollar-denominated syndicated credit facilities at such time contain (as a result of amendment
or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and
such syndicated credit facilities are identified in such notice and are publicly available for review), and


 


(2) the joint
election by the Administrative Agent and the Borrower to trigger a fallback from the Adjusted LIBO Rate and the provision by the Administrative
Agent of written notice of such election to the Lenders.


 


“Erroneous Payment”
has the meaning assigned to it in Section 9.14(a).


 


“Erroneous
Payment Deficiency Assignment” has the meaning assigned to it in Section 9.14(d).


 


“Erroneous
Payment Impacted Loans” has the meaning assigned to it in Section 9.14(d).


 


“Erroneous
Payment Return Deficiency” has the meaning assigned to it in Section 9.14(d).


 


“Erroneous
Payment Subrogation Rights” has the meaning assigned to it in Section 9.14(d).


 


“Floor”
means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification,
amendment or renewal of this Agreement or otherwise) with respect to the Adjusted LIBO Rate.


 


“ISDA Definitions”
means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto,
as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time
to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.


 


“Reference
Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is the Adjusted LIBO Rate,
11:00 a.m. (London time) on the day that is two London banking days preceding the date of such setting, and (2) if such Benchmark
is not the Adjusted LIBO Rate, the time determined by the Administrative Agent in its reasonable discretion.






     


     


    




“Relevant
Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially
endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.


 


“SOFR”
means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published
by the SOFR Administrator on the SOFR Administrator’s Website at approximately 8:00 a.m. (New York City time) on the immediately
succeeding Business Day.


 


“SOFR Administrator”
means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).


 


“SOFR Administrator’s
Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor
source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.


 


“Term SOFR”
means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has
been selected or recommended by the Relevant Governmental Body.


 


“Term SOFR
Notice” means a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term SOFR Transition
Event.


 


“Term SOFR
Transition Event” means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use
by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent
and (c) a Benchmark Transition Event has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.15
that is not Term SOFR.


 


“Unadjusted
Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.


 


(b)            The
definition of “Interest Period” in Section 1.1 of the Credit Agreement is amended to delete “two,”.


 


(c)            The
definition of “Obligations” in Section 1.1 of the Credit Agreement is amended to add the words “obligations pursuant
to the Administrative Agent’s Erroneous Payment Subrogation Rights,” after the words “reimbursement obligations,”.


 


(d)            Article I
of the Credit Agreement is amended by adding the following as a new Section 1.7:


 


“Section 1.7     LIBOR.
The London interbank offered rate (“LIBOR”) is intended to represent the rate at which contributing banks could obtain
short-term borrowings from one another in the London interbank market. On March 5, 2021, the Financial Conduct Authority (“FCA”),
the regulatory supervisor of LIBOR's administrator, announced in a public statement the future cessation of the 35 LIBOR benchmark settings
currently published by ICE Benchmark administration. This public statement constitutes a Benchmark Transition Event. To the extent the
Maturity Date goes beyond the cessation dates indicated in the FCA’s announcement, an alternate rate of interest will be determined
at the appropriate time in accordance with Section 2.15(b) for any applicable tenors of USD LIBOR.






     


     


    

 


Upon the occurrence of a Benchmark
Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, Section 2.15(b) and (c) provide the mechanism
for determining an alternative rate of interest. The Administrative Agent will promptly notify the Borrower, pursuant to Section 2.15(e),
of any change to the reference rates upon which the interest rates on Eurodollar Loans are based. However, the Administrative Agent does
not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any
other matter related to LIBOR or other rates in the definition of “Adjusted LIBO Rate” or with respect to any alternative
or successor rate thereto, or replacement rate thereof (including, without limitation, (i) any such alternative, successor or replacement
rate implemented pursuant to Section 2.15(b) or (c), whether upon the occurrence of a Benchmark Transition Event, a Term SOFR
Transition Event or an Early Opt-in Election, and (ii) the implementation of any Benchmark Replacement Conforming Changes pursuant
to Section 2.15(d)), including without limitation, whether the composition or characteristics of any such alternative, successor
or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the Adjusted LIBO Rate or have
the same volume or liquidity as did LIBOR prior to its discontinuance or unavailability.”


 





(e)            Section 2.15
of the Credit Agreement is amended as follows:


 


(1)            Section 2.15(b) of
the Credit Agreement is amended and restated in its entirety as follows:


 


“(b)     Notwithstanding
anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable,
and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark,
then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark
Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder
and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further
action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined
in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such
Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark
setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement
is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other
Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement
from Lenders comprising the Required Lenders.”


 


(2)            Section 2.15
of the Credit Agreement is amended by inserting the following as new clauses (c), (d), (e), (f) and (g):


 


“(c)     Notwithstanding
anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR Transition
Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current
Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any
Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or
consent of any other party to, this Agreement or any other Loan Document; provided that this clause (c) shall not be effective unless
the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice.






     


     


    

 


(d)            In
connection with the implementation of a Benchmark Replacement, the Administrative Agent, in consultation with the Borrower, will have
the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or
in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any
further action or consent of any other party to this Agreement or any other Loan Document.


 





(e)            The
Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, a
Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation
of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or
reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (v) the commencement or conclusion of any Benchmark
Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender
(or group of Lenders) pursuant to this Section 2.15, including any determination with respect to a tenor, rate or adjustment or
of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any
selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from
any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.15.


 


(f)            Notwithstanding
anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark
Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or the Adjusted LIBO Rate) and either (A) any
tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected
by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark
has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative,
then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such
time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above
either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is
not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark
Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at
or after such time to reinstate such previously removed tenor.


 


(g)            Upon
the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request
for a Eurodollar Borrowing of, conversion to or continuation of Eurodollar Loans to be made, converted or continued during any Benchmark
Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing
of or conversion to Base Rate Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark
is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable,
will not be used in any determination of Base Rate.”


 


(f)            Section 8.2(b) of
the Credit Agreement is amended to add the words “, all amounts owed pursuant to Erroneous Payment Subrogation Rights,” after
the word “fees”.


 


(g)            Article IX
of the Credit Agreement is amended by adding the following as a new Section 9.14:






     


     


    

 


“Section 9.14     Erroneous
Payments.


 





(a)            If
the Administrative Agent notifies a Lender, Issuing Bank or Secured Party, or any Person who has received funds on behalf of
a Lender, Issuing Bank or Secured Party (any such Lender, Issuing Bank, Secured Party or other recipient, a “Payment
Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice
under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any of its
Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not
known to such Lender, Issuing Bank, Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as
a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous
Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times
remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of
the Administrative Agent, and such Lender, Issuing Bank or Secured Party shall (or, with respect to any Payment Recipient who received
such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return
to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made,
in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such
Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative
Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment
Recipient under this clause (a) shall be conclusive, absent manifest error.


 


(b)            Without
limiting immediately preceding clause (a), each Lender, Issuing Bank or Secured Party, or any Person who has received funds on behalf
of a Lender, Issuing Bank or Secured Party such Lender or Issuing Bank, hereby further agrees that if it receives a payment,
prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise)
from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that
specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to
such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment
sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender, Issuing Bank or Secured Party, or other
such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:


 


(i)            (A) in
the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation
from the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)),
in each case, with respect to such payment, prepayment or repayment; and


 


(ii)            such
Lender, Issuing Bank or Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to)
promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Administrative Agent of its receipt
of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent
pursuant to this Section 9.14(b).


 


(c)            Each
Lender, Issuing Bank or Secured Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at
any time owing to such Lender, Issuing Bank or Secured Party under any Loan Document, or otherwise payable or distributable by the
Administrative Agent to such Lender, Issuing Bank or Secured Party from any source, against any amount due to the Administrative
Agent under immediately preceding clause (a) or under the indemnification provisions of this Agreement.






     


     


    




(d)            In
the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor
by the Administrative Agent in accordance with immediately preceding clause (a), from any Lender or Issuing Bank that has received such
Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on
its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative
Agent’s notice to such Lender or Issuing Lender at any time, (i) such Lender or Issuing Bank shall be deemed to have assigned
its Loans (but not its Commitments) with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Loans”)
in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment
of the Loans (but not Commitments) of the Erroneous Payment Impacted Loans, the “Erroneous Payment Deficiency Assignment”)
at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance), and
is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Acceptance (or, to the extent applicable, an agreement
incorporating an Assignment and Acceptance by reference pursuant to a Platform as to which the Administrative Agent and such parties
are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender or Issuing Bank shall deliver any promissory
notes evidencing such Loans to the Borrower or the Administrative Agent, (ii) the Administrative Agent as the assignee Lender shall
be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Administrative Agent as
the assignee Lender shall become a Lender or Issuing Bank, as applicable, hereunder with respect to such Erroneous Payment Deficiency
Assignment and the assigning Lender or assigning Issuing Bank shall cease to be a Lender or Issuing Bank, as applicable, hereunder with
respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification
provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender or assigning Issuing Bank,
and (iv) the Administrative Agent may reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment
Deficiency Assignment. The Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency
Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender or Issuing
Bank shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all
other rights, remedies and claims against such Lender or Issuing Bank (and/or against any recipient that receives funds on its respective
behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender or Issuing
Bank and such Commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees
that, except to the extent that the Administrative Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment
Deficiency Assignment, and irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall
be contractually subrogated to all the rights and interests of the applicable Lender, Issuing Bank or Secured Party under the Loan
Documents with respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”).






     


     


    

 


(e)            The
parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the
Borrower or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount
of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower or any other Loan Party
for the purpose of making such Erroneous Payment.


 





(f)            To
the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives,
and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim
by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based
on “discharge for value” or any similar doctrine.


 


Each party’s obligations, agreements
and waivers under this Section 9.14 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights
or obligations by, or the replacement of, a Lender or Issuing Bank, the termination of the Commitments and/or the repayment, satisfaction
or discharge of all Obligations (or any portion thereof) under any Loan Document.”


 


(h)            Section 10.2(b) of
the Credit Agreement is amended by (1) deleting “No amendment or waiver” and replacing it with “Except as otherwise
expressly provided in this Agreement, including, without limitation, as provided in Section 2.15 with respect to the implementation
of a Benchmark Replacement Rate or Benchmark Conforming Changes (as set forth therein), no amendment or waiver” and (2) deleting
 “subject to Section 2.15(b),”


 


SECTION 3.     [Reserved]


 


SECTION 4.     Conditions
of Effectiveness(a)     .


 


(a)            This
Amendment shall become effective as of the date (the “Amendment Effective Date”) that each of the following
conditions precedent shall have been satisfied:


 


(1)            The
Administrative Agent shall have received (which may be by electronic transmission), in form and substance satisfactory to the Administrative
Agent, a counterpart of this Amendment which shall have been executed by the Administrative Agent, the Issuing Bank, the Lenders and
the Borrower (which may be by PDF transmission); and


 


(2)            Borrower
shall have paid all fees and expenses due to the Lenders party hereto and the Administrative Agent (including, but not limited to, reasonable
attorneys’ fees of counsel to the Administrative Agent), in each case, for which invoices were submitted at least one (1) Business
Day prior to the Amendment Effective Date.


 


(b)            Without
limiting the generality of the provisions of Sections 3.1 and 3.2 of the Credit Agreement, for purposes of determining compliance with
the conditions specified in Section 4(a), each Lender that has signed this Amendment (and its permitted successors
and assigns) shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required
hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received
written notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto.


 


(c)            The
Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective Date.






     


     


    

 


SECTION 5.     Representations
and Warranties. The Borrower represents and warrants to Administrative Agent and the Lenders, with full knowledge that such Persons
are relying on the following representations and warranties in executing this Amendment, as follows:


 





(a)            It
has the organizational power and authority to execute, deliver and perform this Amendment, and all organizational action on the part
of it requisite for the due execution, delivery and performance of this Amendment has been duly and effectively taken.


 


(b)            The
Credit Agreement, as amended by this Amendment, the Loan Documents and each and every other document executed and delivered to the Administrative
Agent and the Lenders in connection with this Amendment to which it is a party constitute the legal, valid and binding obligations of
the Borrower, enforceable against the Borrower in accordance with their respective terms except as enforceability may be limited by applicable
bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating
to enforceability.


 


(c)            This
Amendment does not and will not conflict with any provisions of any of the articles or certificate of incorporation, bylaws, and other
organizational and governing documents of the Borrower.


 


(d)            No
approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority is necessary
or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment.


 


(e)            At
the time of and immediately after giving effect to this Amendment, the representations and warranties of the Borrower contained in Article IV
of the Credit Agreement or in any other Loan Document are true and correct in all material respects (other than those representations
and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and
warranties shall be true and correct in all respects), except that any representation and warranty which by its terms is made as of a
specified date shall be required to be so true and correct in all material respects only as of such specified date.


 


(f)            At
the time of and immediately after giving effect to this Amendment, no Default, Event of Default or Borrowing Base Deficiency exists.


 


(g)            Since
December 31, 2020, there has been no event or circumstance which has had or could reasonably be expected to have a Material Adverse
Effect.


 


(h)            As
of the Amendment Effective Date, notwithstanding any provision in any Collateral Document to the contrary, no Building (as defined in
the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation) included
in the definition of “Mortgaged Property” or “collateral” or similar definition in any Collateral Document and
no Building or Manufactured (Mobile) Home is encumbered by any Collateral Document. As used in this paragraph, “Building”
means any Building or Manufactured (Mobile) Home, in each case as defined in the applicable Flood Insurance Regulations); and “Flood
Insurance Regulations” means (I) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute
thereto, (II) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto, (III) the
National Flood Insurance Reform Act of 1994 (amending 42 USC § 4001, et seq.), as the same may be amended or recodified from time
to time, and (IV) the Flood Insurance Reform Act of 2004 and any regulations promulgated thereunder.






     


     


    

 


SECTION 6.     Miscellaneous.


 


(a)            Reference
to the Credit Agreement. Upon the effectiveness hereof, on and after the date hereof, each reference in the Credit Agreement
to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, shall
mean and be a reference to the Credit Agreement as amended hereby.


 





(b)            Effect
on the Credit Agreement; Ratification. Except as specifically amended by this Amendment, the Credit Agreement shall remain in
full force and effect and is hereby ratified and confirmed. By its acceptance hereof, the Borrower hereby ratifies and confirms each
Loan Document to which it is a party in all respects, after giving effect to the amendments set forth herein.


 


(c)            Extent
of Amendments. Except as otherwise expressly provided herein, the Credit Agreement and the other Loan Documents are not amended,
modified or affected by this Amendment. The Borrower hereby ratifies and confirms that (i) except as expressly amended hereby, all
of the terms, conditions, covenants, representations, warranties and all other provisions of the Credit Agreement remain in full force
and effect, (ii) each of the other Loan Documents are and remain in full force and effect in accordance with their respective terms,
and (iii) the Collateral and the Liens on the Collateral securing the Obligations are unimpaired by this Amendment and remain in
full force and effect.


 


(d)            Loan
Documents. The Loan Documents, as such may be amended in accordance herewith, are and remain legal, valid and binding obligations
of the parties thereto, enforceable in accordance with their respective terms. This Amendment is a Loan Document.


 


(e)            Claims.
As additional consideration to the execution, delivery, and performance of this Amendment by the parties hereto and to induce Administrative
Agent and Lenders to enter into this Amendment, the Borrower represents and warrants that, as of the date hereof, it does not know of
any defenses, counterclaims or rights of setoff to the payment of any Obligations of the Borrower to Administrative Agent, Issuing
Bank or any Lender.


 


(f)            Execution
and Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one
and the same instrument. Delivery of an executed counterpart of this Amendment by facsimile or pdf shall be equally as effective as delivery
of a manually executed counterpart.


 


(g)            Governing
Law. This Amendment and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based
upon, arising out of or relating to this Amendment and the transactions contemplated hereby and thereby shall be construed in accordance
with and be governed by the law (without giving effect to the conflict of law principles thereof) of the State of Texas.


 


(h)            Headings.
Section headings in this Amendment are included herein for convenience and reference only and shall not constitute a part of this
Amendment for any other purpose.


 


SECTION 7.     NO
ORAL AGREEMENTS. THE RIGHTS AND OBLIGATIONS OF EACH OF THE PARTIES TO THE LOAN DOCUMENTS SHALL BE DETERMINED SOLELY FROM WRITTEN
AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL AGREEMENTS BETWEEN SUCH PARTIES ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS.
THIS AMENDMENT AND THE OTHER WRITTEN LOAN DOCUMENTS EXECUTED BY THE BORROWER, ADMINISTRATIVE AGENT, ISSUING BANK AND/OR LENDERS
REPRESENT THE FINAL AGREEMENT BETWEEN SUCH PARTIES, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS BY SUCH PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN SUCH PARTIES.






     


     


    

 


SECTION 8.     No
Waiver. The Borrower hereby agrees that no Event of Default and no Default has been waived or remedied by the execution of this
Amendment by the Administrative Agent or any Lender. Nothing contained in this Amendment nor any past indulgence by the Administrative
Agent, Issuing Bank or any Lender, nor any other action or inaction on behalf of the Administrative Agent, Issuing Bank or
any Lender, (i) shall constitute or be deemed to constitute a waiver of any Defaults or Events of Default which may exist under
the Credit Agreement or the other Loan Documents, or (ii) shall constitute or be deemed to constitute an election of remedies by
the Administrative Agent, Issuing Bank or any Lender, or a waiver of any of the rights or remedies of the Administrative Agent, Issuing
Bank or any Lender provided in the Credit Agreement, the other Loan Documents, or otherwise afforded at law or in equity.


 





Signatures Pages Follow






     


     


    

 





IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly
authorized officers as of the day and year first above written.


 


		 	RING
                                            ENERGY INC.,
	 	 	as Borrower
	 	 	 
	 	 	 
	 	 	By:	/s/
                                            Travis Thomas
	 	 	 	Travis Thomas
	 	 	 	Executive Vice President and Chief Financial Officer



 


Signature Page to Amendment to Amended and
Restated Credit Agreement





Ring Energy, Inc.









 




     


     


    

 





		 	TRUIST
                                            BANK, SUCCESSOR BY MERGER TO SUNTRUST BANK,
	 	 	as Administrative Agent, as Issuing Bank and as a Lender

	 	 	 
	 	 	 
	 	 	By:	/s/
                                            Benjamin L. Brown
	 	 	 	Name: Benjamin L. Brown
	 	 	 	Title:   Director


 


Signature Page to Amendment to Amended and
Restated Credit Agreement





Ring Energy, Inc.





 




     


     


    

 





		 	BBVA
                                            USA,
	 	 	as a Lender
	 	 	 
	 	 	 
	 	 	By:	/s/
                                            Julia Barnhill
	 	 	 	Name: Julia Barnhill
	 	 	 	Title:  Vice President








 


Signature Page to Amendment to Amended and
Restated Credit Agreement





Ring Energy, Inc.








     


     


    

 





		 	IBERIABANK,
                                            a division of First Horizon Bank,
	 	 	as a Lender
	 	 	 
	 	 	 
	 	 	By:	/s/
                                            Stacy Goldstein
	 	 	 	Name: Stacy Goldstein
	 	 	 	Title:  Senior Vice President


 


Signature Page to Amendment to Amended and
Restated Credit Agreement





Ring Energy, Inc.









 




     


     


    

 





		 	BMO
                                            HARRIS BANK, N.A.,
	 	 	as a Lender
	 	 	 
	 	 	 
	 	 	By:	/s/
                                            Hill Taylor
	 	 	 	Name: Hill Taylor
	 	 	 	Title:  Vice President


 


Signature Page to Amendment to Amended and
Restated Credit Agreement





Ring Energy, Inc.



 




     


     


    

 











		 	Capital
                                            One, National Association,
	 	 	as a Lender
	 	 	 
	 	 	 
	 	 	By:	/s/
                                            Christopher Kuna
	 	 	 	Name: Christopher Kuna
	 	 	 	Title:  Senior Director


 


Signature Page to Amendment to Amended and
Restated Credit Agreement





Ring Energy, Inc.





     


     


    

 





		 	Canadian
                                            Imperial Bank of Commerce, New York Branch,
	 	 	as a Lender
	 	 	 
	 	 	 
	 	 	By:	/s/
                                            Jacob W. Lewis
	 	 	 	Jacob W. Lewis
	 	 	 	Authorized Signatory
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/ Donovan C. Broussard
	 	 	 	Donovan C. Broussard
	 	 	 	Authorized Signatory


 


Signature Page to Amendment to Amended and
Restated Credit Agreement





Ring Energy, Inc.






 




     


     


    

 





		 	KeyBank
                                            National Association,
	 	 	as a Lender
	 	 	 
	 	 	 
	 	 	By:	/s/
                                            Benjamin Brollier
	 	 	 	Name: Benjamin Brollier
	 	 	 	Title:  Vice President 


 


Signature Page to Amendment to Amended and
Restated Credit Agreement





Ring Energy, Inc.


  




     


     


    

 








		 	Zions
                                            Bancorporation, N.A. dba Amegy Bank,
	 	 	as a Lender
	 	 	 
	 	 	 
	 	 	By:	/s/
                                            John Moffitt
	 	 	 	Name: John Moffitt
	 	 	 	Title:  Senior Vice President


 


Signature Page to Amendment to Amended and
Restated Credit Agreement





Ring Energy, Inc.



 




     


     


    







 





		 	U.S.
                                            Bank National Association,
	 	 	as a Lender
	 	 	 
	 	 	 
	 	 	By:	/s/
                                            Bruce Hernandez
	 	 	 	Name: Bruce Hernandez
	 	 	 	Title:  Senior Vice President


 


Signature Page to Amendment to Amended and
Restated Credit Agreement





Ring Energy, Inc.



 




     


     


    

 











		 	Cadence
                                            Bank, N.A.
	 	 	as a Lender
	 	 	 
	 	 	 
	 	 	By:	/s/
                                            Molly Zlotnik
	 	 	 	Name: Molly Zlotnik
	 	 	 	Title:  Vice President


 


Signature Page to Amendment to Amended and
Restated Credit Agreement





Ring Energy, Inc.





     


     


    







 





		 	CrossFirst
                                            Bank,
	 	 	as a Lender
	 	 	 
	 	 	 
	 	 	By:	/s/
                                            Chris Cardoni
	 	 	 	Name: Chris Cardoni
	 	 	 	Title:  President, Energy Bank


 








Signature Page to Amendment to Amended and
Restated Credit Agreement





Ring Energy, Inc.