STR Sitio Royalties Corporation

First Amendment to 364-Day Bridge Term Loan Agreement

As previously announced by Sitio Royalties Corp. (the “Company”), on June 24, 2022, Sitio Royalties Operating Partnership, LP (“Sitio OpCo” or the “Borrower”), as borrower, entered into an unsecured 364-Day Bridge Term Loan Agreement with Bank of America, N.A., as Administrative Agent (the “Agent”) for the lenders (the “Lenders”), BofA Securities, Inc., as joint lead arranger and sole bookrunner, and Barclays Bank PLC and KeyBank National Association, as joint lead arrangers (the “Original Bridge Loan Agreement” and, as amended by the Bridge Amendment, the “Bridge Loan Agreement”).

On July 8, 2022 (the “Amendment Closing Date”), Sitio OpCo and the other guarantors party thereto entered into that certain First Amendment to 364-Day Bridge Term Loan Agreement (the “Bridge Amendment”), pursuant to which the Original Bridge Loan Agreement was amended to provide additional delayed draw term loan commitments (the “Delayed Draw Commitments”) in an aggregate principal amount of $175,000,000 for total commitments of $425,000,000.

If drawn, the entire amount of the proceeds may only be used to fund a portion of the purchase price for the Momentum Acquisition (as defined in the Bridge Amendment). The Delayed Draw Commitments terminate upon the occurrence of the earliest of (a) August 8, 2022, (b) the funding of the loans made pursuant to the Delayed Draw Commitments, (c) the receipt by the Company, the Borrower, or any restricted subsidiary of net cash proceeds from certain debt and equity issuances, (d) the consummation of the Momentum Acquisition without the use of proceeds from loans made pursuant to the Delayed Draw Commitments or (e) the termination of the Bridge Loan Agreement.

The above references to and description of the Bridge Amendment do not purport to be complete and are qualified in their entirety by reference to the Bridge Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Second Amendment to Second Amended and Restated Credit Agreement

As previously announced by the Company, on June 7, 2022, Sitio OpCo, as borrower, and the other guarantors party thereto entered into that certain Second Amended and Restated Credit Agreement (the “Credit Agreement”) with Bank of America, N.A., as the administrative agent and issuing bank, the lenders and the other financial institutions from time to time party thereto, pursuant to which the lenders thereunder made loans and other extensions of credit to the borrower thereunder, which was subsequently amended on June 24, 2022 by that certain First Amendment to Credit Agreement (the “RBL First Amendment”), pursuant to which, among other things, the Credit Agreement was amended to permit the borrowings under the Original Bridge Loan Agreement and permit the transactions contemplated by the Bridge Loan Agreement.

On the Amendment Closing Date, Sitio OpCo and the other guarantors party thereto entered into that certain Second Amendment to Credit Agreement (the “RBL Second Amendment”), pursuant to which the Credit Agreement was amended to permit the additional borrowings under the Bridge Amendment and permit the transactions contemplated by the Bridge Amendment. The RBL Second Amendment waives the Borrowing Base reduction that would otherwise apply to the incurrence of Permitted Additional Debt (as defined in the RBL Second Amendment) up to an aggregate additional amount of $50 million if incurred within 30 days of the closing of the RBL Second Amendment to fund a portion of the purchase price of the Momentum Acquisition.

The above references to and description of the RBL Second Amendment do not purport to be complete and are qualified in their entirety by reference to the RBL Second Amendment, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

The disclosures set forth in Item 1.01 regarding the Bridge Amendment and RBL Second Amendment are incorporated into this Item 2.03 by reference.

2