Material Agreement Form 8 K

FME Acquisition

On November 12, 2024, Coterra Energy Inc. (the "Company") entered into a Membership Interest Purchase Agreement (the "FME Purchase Agreement") with Cimarex Energy Co., a Delaware corporation and a subsidiary of the Company ("Cimarex"), Franklin Mountain Energy Holdings, LP, a Delaware limited partnership ("FMEH"), Franklin Mountain Energy Holdings 2, LP, a Delaware limited partnership ("FMEH2"), Franklin Mountain GP2, LLC, a Delaware limited liability company ("FMGP2" and, together with FMEH and FMEH2, the "FME Sellers"), and solely in its capacity as Seller Representative (as defined therein), FMEH, pursuant to which Cimarex agreed to purchase all of the issued and outstanding equity ownership interests of Franklin Mountain Energy, LLC, Franklin Mountain Energy 2, LLC, Franklin Mountain Energy 3, LLC, Franklin Mountain Royalty Investments, LLC and Franklin Mountain Royalty Investments 3, LLC (collectively, the "FME Interests") from the FME Sellers. In connection with and upon execution of the FME Purchase Agreement, Cimarex deposited with an escrow agent $125,000,000 in cash to assure Cimarex's performance of its obligations under the FME Purchase Agreement.

Upon closing (the "FME Closing") of the transactions contemplated by the FME Purchase Agreement (the "FME Acquisition"), the FME Sellers will receive (i) $1,500,000,000 in cash and (ii) 40,894,925 shares of Company common stock, par value $0.10 per share (the "Company Common Stock"), subject to certain customary anti-dilution adjustments (the "Stock Consideration"), in each case subject to various purchase price adjustments set forth in the FME Purchase Agreement.The FME Closing is subject to the satisfaction or waiver of customary closing conditions set forth in the FME Purchase Agreement, and is not conditioned upon the Avant Closing (as defined below).

In accordance with the terms of the FME Purchase Agreement, at the FME Closing, the Company will enter into a registration rights agreement (the "Registration Rights Agreement") with the FME Sellers and certain of their permitted transferees pursuant to which the Company will agree to, on the terms set forth therein and among other things, file with the U.S. Securities and Exchange Commission (the "SEC") a registration statement registering for resale the Company Common Stock comprising the Stock Consideration issued in the FME Acquisition.

The foregoing description of the FME Purchase Agreement and the transactions contemplated thereby is not complete and is qualified in its entirety by reference to the full text of the FME Purchase Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated by reference herein. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Registration Rights Agreement, which is included as Exhibit F to the FME Purchase Agreement.

The FME Purchase Agreement has been included with this Current Report on Form 8-K (this "Report") to provide investors and security holders with information regarding the terms of the transactions contemplated therein. It is not intended to provide any other factual information about the Company, Cimarex, the FME Sellers or the FME Interests. The representations, warranties, covenants and agreements contained in the FME Purchase Agreement, which are made only for purposes of the FME Purchase Agreement and as of specific dates, are solely for the benefit of the parties to the FME Purchase Agreement, may be subject to limitations agreed upon by the parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the FME Purchase Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and security holders. Company security holders should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Cimarex, the FME Sellers or the FME Interests. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the FME Purchase Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.