Delaware Court of Chancery Opinion on Settlement Agreement Breach

COURT OF CHANCERY OF THE STATE OF DELA WARE B ONNIE W. D AVID V ICE C HANCELLOR C OURT OF C HANCERY C OUR THOUSE 34 T HE C IRCLE G EORGETOWN, DE 19947 Date Submitte d: January 22, 2026 Date Decided: Febr uary 6, 2026 Raymond J. DiCam illo, E s q. Susan Hanni gan Cohen, Esq. Danielle I. Bel l, Esq. Daniel M. B oucot, Esq. Richards, La yton & Finger, P. A. 920 N. King St. Wilmington, DE 19801 Garrett B. Mori tz, Esq. S. Reiko Rogoze n, Esq. Marguerite A. O’Brien, Esq. Ross Aronstam & Moritz LLP 1313 N. Market St., Ste. 1001 Wilmington, DE 19801 RE: Eller Associ ates Inc., et al. v. SRP Capital Advisors LLC, et al., C.A. No. 2025-1095- BWD Dear Counsel: I write to resolve eight points of disagreement that the parties have raised in connection wi th their compe ting forms of order implementin g the Court’s ru ling on Plaintiff s’ M otion for Partial S ummary Jud gment (the “Im plementing Order”). As you know, at the concl usion o f a December 19, 2025 hearing on Plaintiffs’ Motion for Par tial S ummary Judgment on Count I V of their Verified Complaint (the “Motion”), the Court issued an oral ruling granting the Motion (the “Ruling”). 1 As explained in the R uling, defendant SRP Capital Advisors LLC, whic h does bus iness 1 The Court refers interested reade rs to the full text of the Ruling for ad ditional background and context. See Tr. of 12-19- 25 Oral Arg. and Rulings of the Court on Pls.’ Mot. for Partial Summ. J. [herei nafter Tr.], Dkt. 63.

Eller Associates Inc., e t al. v. SRP Capital Ad visors LLC, et al., C.A. No. 2025 -10 95-BWD February 6, 2026 Page 2 of 11 as Stronghold Re source Partner s (“Stronghol d”), is a Texas -based investmen t manager tha t fo cuses o n leveragin g technol ogy to identif y and inves t in oil, g as, and mineral assets. Tr. at 74. Beginning in 2017, plaintiffs Eller Associates Inc., Eller International Inc., Eller 2 Associates Inc., Eller 2 Int ernatio nal Inc., and Elliott Investment Management (collectively, “Plaintiffs”) made a series of investments in Stronghold projects. Id. Among those projects, Plaintiffs invested $18 million to acquire a 16% interest in SRP Opportu nities II, LP (“SRP II”), a Delaware limited partnership formed to buy and s ell oil, gas, and mineral in terests. Id. Plaintiff s l ater invested another $79 mill ion i n SRPO- II Partner s I, L P (“Sidec ar,” and with SRP II, “Fund II”), a Delaware limited partnership formed to provide ad ditional capital for SRP II’s investments. Id. at 74 – 75. Throu gh these investments, Plaintiffs acquired approximately 47% of the interests in Fund II. Id. at 75. In 2022, for disputed reasons, the pa rties’ rela tionship broke down. Id. at 76. On August 10, Plaintiffs and Stronghold, along with other signatories, entered into a Confidential Settlemen t Agreement (the “Settlemen t Agreement”) “to provide for an orderly termination of the relationship between [Stronghold] and [Plaintiffs].” Transmittal Aff. o f Garrett B. Moritz in Connection with D efs.’ Answering Br. in Opp’n to Pls.’ Mot. for Partial Summ. J., Ex. 1 [hereinafter Agt.] at 1 – 2, Dkt. 18. Section 7(a) of the Settlemen t Agreement requires as fo llows:

Eller Associates Inc., e t al. v. SRP Capital Ad visors LLC, et al., C.A. No. 2025 -10 95-BWD February 6, 2026 Page 3 of 11 As to SRP II and [Sidecar], the Parties agree that the SRP Parties will (or will cause t heir applica ble Affiliate to): i. Promptly beg in to seek t o sell all remai ning asset s; ii. Sell all assets to third parties by December 31, 2023, subject to an extension on a quarter by quarter basis, but not p ast December 31, 2024, if an AmLa w 100 firm not previous ly retained by any of the SRP Parties or any of their Affiliates provides a written opinion to the applicable Elliott Parties t hat the SRP Parties would be v iolating their fiduciary duties by effectuating s uch sales; an d iii. Promptly distribute proceeds from sales of any asse ts no later than 30 days following receipt of the applicable proceeds from such sale unless ot herwise agreed to by [Plaintiffs] in writing, in each case, p ursuant to and subject to the terms of the applicable governing agreements of the ap plicable entity (e.g., the right to pay expe nses and set as ide appropriate re serves for anticipa ted liabilities). Notwithstandi ng the foregoing, the SRP Parties[] shall not be required to effect sales of assets in a manner that they reasonably d etermine in good faith (upon written advice of reasonabl y qualified i nvestment funds counsel) would be reasonably likely to r esult in a violation o f applicable fiduciar y or investment adviser duties owed to a fund effecting such sales or to such a fund’s investor s with respect to their investment in such fund. The SRP Parties shall use reasonable best efforts t o effect the sa les prior to the en d of the required time peri ods i n a manner complian t with such fiduciar y or investment adviser duties and, in the even t of d elay, shal l use rea sonable be st efforts to eff ect the

Eller Associates Inc., e t al. v. SRP Capital Ad visors LLC, et al., C.A. No. 2025 -10 95-BWD February 6, 2026 Page 4 of 11 applicable sales as soon as practicable in co mpliance with such fiduciary or i nvestment ad viser duties. Id. § 7(a). Despite Section 7(a) o f th e Settlement Agreement, Stronghold did not liquidate Fund II by December 31, 2023, nor did it provide Plaintiffs with a written opinion fr om an AmLaw 100 firm opinin g that effectuating t he asset sales would violate Stronghold’ s fi duciary duties. Tr. a t 78. Nor did Stronghold liq uidate Fund II by December 31, 2024. Id. Instea d, Stro nghold determined that “market conditions were not favorab le for a rapid sell-down of a ssets of the portf olio companies of Fund II” and therefore continued pursuing what it believed to be “the optimal risk-adj usted return.” Id. at 78 – 79. In the Ruling, the Court concluded that, on those facts, the “u ndisputed record here establishes that [D ]efendants have breached Sectio n 7(a) of the [S]ettlement [A]greement by failing to sell Fund II ’s remaining assets.” Id. at 82. The Ruling rejected Defenda nts’ argument that Sect ion 7(a) “gives Stronghold the discre tion to reasonably determin e in good faith that indefin itely delaying all asset sales is appropriate if continuing to operate would better maximize value for Fund II ’ s limited part ners.” Id. at 84. The R uling further exp lained: [Section 7(a)] contemplat es the possibility that t he general partner’s duties may require that certain assets be sol d in a particu lar ma nner that

Eller Associates Inc., e t al. v. SRP Capital Ad visors LLC, et al., C.A. No. 2025 -10 95-BWD February 6, 2026 Page 5 of 11 could result in some delay. In that case, [D]efendants still must use reasonable best efforts to effect the applicable sales as soon as practicable. But th [e] sentence [in Section 7(a) beginning “Notwithstanding” ] cannot reasonably be read to permit [D]efendants to operate in the ordinary course rathe r than selling down assets i f t hey d etermine that market c onditions are better for buying than for selling. While Section 7(a) contempla tes a scenario in w hich [D] efendant s may avoid a particular manner of sal e — such as a fire sal e — consistent with their duties, by its plain language, Section 7(a) does not permit Stronghold to delay all asset sales indefinitely and instead pursue whatever course it believes wi ll re sult in the “ optimal risk-adjusted r eturn ” for inve stors. Not only is [D]efenda nts ’ position here unsuppor ted by the plain language o f the contract; it is con trary to the parties ’ inten t, as re flected in the c ontract, to pr ovide for an orderly termination of the parties ’ relationship. If [D]efendants have the discretion to d ecide that it is more value-enhancin g to conti nue to operate than to wind down, then the very purp ose of the agreem ent is thwa rted. Defendants ’ reading of the contract al so would lead to absurd res ults, because if [D] efendants are correct that the “ Notwiths tanding ” language in Section 7(a) p ermits them to choose a different value - maximizing s trategy ins tead of selli ng all assets, t hen the obligation and deadlines to sell assets in Section 7(a)(i) through (iii) would be rendered entirely illusor y. Id. at 84 – 86. Turning to remedy, the Ruling conclud ed that “an order requiring [D]efendants to s pecifica lly perform their obligations under Section 7 of the [S]ettlement [A] greement” was warranted. See i d. at 88, 92. After meeting and conferring on the Implementing Order for the Ruling, t he parties s ubmitted five le tters raising eight disp uted issues for re solution. The

Eller Associates Inc., e t al. v. SRP Capital Ad visors LLC, et al., C.A. No. 2025 -10 95-BWD February 6, 2026 Page 6 of 11 remainder of this l etter addresses the issues as they arise in the parties’ competi ng forms of the Im plementing Order. First, the parties disagree on whether the Implementing Order should require some or all D efendan ts to specifically perform their obligations under Section 7 (a) of the Sett lement Agreeme nt. Plaintiff s argue that because “all Defendants ot her than the nominal defendants and SRP Capi tal Advisors LLC are signatories to the Settlement Agreement and a greed to t he winddown provision, ” the Impleme nting Order should cover all Defendants. Pl s. ’ Jan. 14 Ltr. at 8, Dkt. 71. Defendants respond t hat Defen dants who lack contro l over Fund II s hould not be bound. Defs.’ Jan. 14 Ltr. at 2, Dkt. 70. The purpose o f the Implementing Order is to specifically enforce the Settlement Agreement. 2 Section 7 of t he Settlement Agreement state s t hat “ the SRP Parties sha ll se ll the assets of SRP II [an d] [Sidecar].. . and wind down each of t he entities.” Agt. § 7 (emphasis added). The “SRP Parties” in the Settleme nt Agreement that are named as Defendants in this action include SRP Pontiac 2 See Del. State Troopers’ Lodge Fraternal Ord. of Police, Lodge No. 6 v. State, 1984 WL 8217, at *6 (Del. Ch. June 13, 1984) (“[T]he Court is require d to limit the remedy of specific performance to the rights crea ted by the contract.”); Tri State Mall Assocs. v. A.A.R. Realty Corp., 298 A.2d 368, 372 (Del. Ch. 1972) (finding movant “entitled t o no more than [the contr act] provides”).

Eller Associates Inc., e t al. v. SRP Capital Ad visors LLC, et al., C.A. No. 2025 -10 95-BWD February 6, 2026 Page 7 of 11 Management Se rvices, LLC; SRP Mercury Managemen t Services, LLC; Ryan A. Turner; RAT Me rcury A Holdings, LLC; RAT Pontiac A Ho ldings, LLC; RAT Mercury B Hold ings, LLC; RAT Po ntiac B Holdings, LLC; Fo rd Mineral Acquisitions, LLC; SRP Pontiac Employee Holdings LLC; and SRP Merc ury Employee Holdings LLC. Id. at 1. The Implementing Order w ill cover t hose Defendants. Second, the parties define the “Assets” to be sold under the Implementin g Order in two different ways. Plaintiffs define the “ Assets ” to include the assets of portfolio companies owned by Fund II, which include the underlying “ oil and gas mineral rights a nd leaseholds, ” w hile Defendants define the “ Assets ” to mean equi ty interests o r securities in Fund II’s portfolio companies. Defs.’ J an. 14 Ltr., Ex. A § 5; contrast Pls.’ Jan. 14 Ltr. at 5 – 6 (defining “ Assets ” to include the underlying assets), with Def s.’ Jan. 14 Ltr. at 2– 3 (definin g “ Assets ” to include the portfoli o company “ equit y interests or securities ”). Section 7 of the Settlement Agreement requires the SRP Parties to “sell the assets of SRP II [and] [Sidecar ]... and wind down each of the entities.” A gt. § 7 (emphasis added). SRP II and Si decar own equity interest s or securitie s in portf olio companies; thus, those are th e “As sets” t hat m ust be so ld. The Impleme nting Order

Eller Associates Inc., e t al. v. SRP Capital Ad visors LLC, et al., C.A. No. 2025 -10 95-BWD February 6, 2026 Page 8 of 11 will not expand the terms of the Settleme nt Agreement to require the sale of assets owned by por tfolio com panies whose me mbers are not parties to this lit igation. Third, the parties disagree about whether third p arties affiliated with Defendants should be permi tted to bid in the asset s ale. Sectio n 7(a)(i i) of th e Settlement Agreeme nt requires the SRP Parties to “[s]ell all assets to third parties. ” Agt. § 7(a)(ii). Plaintiffs argue that th e term “third parties” necessarily excludes Defendants’ affiliates. 3 See Pls.’ Jan. 14 L tr. at 3. Defendan ts, by contrast, argue that a “third party” is any one who is “not a party to.. . [an] agreement, ” which can include an aff iliate of a party. Defs. ’ Ja n. 14 Ltr. at 5 (quoting Third P arty, Black’s Law Dictionary (12th ed. 2024)). Defendants also point out that attachments to the Settlement Agreement expressly refer to “ unrelated t hird parties,” while Section 7(a)(ii) does not similarly limit “third parties. ” Id. (quoting Agt., Attachments C & D § 3.06(d) (“Any conflict of interest... shall be conclusively deemed fair and reasonable to the Company if such c onflict o f interest... i s... on terms no l ess favorable to the Company than those generally being provided to or av ailable from 3 Plaintiffs’ reliance on Hawkins v. Daniel, 273 A.3d 792 (Del. Ch. 20 22), aff’d, 289 A.3d 631 (Del. 2023), is misplaced. In Hawkins, the Court interp reted the term “MedA pproach Person” to include people affiliated with M edApproach. Id. at 831 – 32. It said nothing about whethe r contractual references to third parties exclud e affiliates, and therefore does not support Plaintiffs ’ interpretation.

Eller Associates Inc., e t al. v. SRP Capital Ad visors LLC, et al., C.A. No. 2025 -10 95-BWD February 6, 2026 Page 9 of 11 unrelated third part ies . . . .” (emphasis adde d))). For the reasons explained in their papers, D efendants offer the be tter contractual readin g. Th e I mplementing Order will not prec lude affiliates fr om biddin g for assets. 4 Fourth, D efendan ts s eek to include language in t he Implementi ng O rder providing that: [t]he Special Magistrate shall not be required to effect sales of Assets in a manner that the Special Magistrate reasonab ly determines in good faith would be reasonably likely to result in a violation of the applicable fiduciary or investment adviser duties owed to Fund II or to Fund II’s limited part ners with res pect to the ir investment i n Fund II. [Proposed] O rder Granting Pls.’ Mot. for Partial Summ. J. [herei nafter Defs.’ Order] § 12, Dkt. 70; Defs.’ Jan. 14 Ltr. at 5 – 6. Defendants draw this language from Section 7(b) of the Settlement Agreement, which s tates that the SRP Parties shall not be required to effect s ales of assets under similar circ umstances. Agt. § 7(b). Plaintiffs oppose this addi tion, pointin g o ut that “the Special Magis trate is subject to duties arising from the Court’s appointment,” not to fiduciary duties. Pl s.’ Jan. 14 L tr. at 9. T o resolve this dispute, the Court has in cluded langua ge in the Implementing 4 Defendant s agree “to t he Special Magistrate imposing safeguar ds—f or instance, ‘blind’ bidding that con ceals bidders’ identit ies, or a confidential requireme nt that any purchase by a Stro nghold-advise d fund, in cluding curre nt LPs, b e at a fixed pr emium of 3% above any othe r bid.” Defs.’ Jan. 16 Ltr. at 2, Dkt. 73. The Special Magistrate will have discretion to design the bidding process w ith these or other safeguard s.

Eller Associates Inc., e t al. v. SRP Capital Ad visors LLC, et al., C.A. No. 2025 -10 95-BWD February 6, 2026 Page 10 of 11 Order expressly authorizing (but not requiring) the Special Magistrate to make an application to the Court if he or she bel ieves that effe cting t he sale of any Asset i n a particular ma nner would be har mful to the interests of Fu nd II’s l imited part ners. Fifth, Defendants also include language in the Implementin g Order permitting the Special Ma gistrate, in his or her discretion, t o: design a [s]ale [p]rocess that permits limited partners of Fund II other than the Plaintiffs to elect either (a) to receive their pro rata share of any net s ales proceeds in accordance with the operative agreements of limited partnership for Fund II... and b e withdrawn from Fund II or (b) to decline a pro rata share and instead receive as consideration the transfer of their pro rata interest into an alt ernative vehic le. Defs.’ Order § 12; Defs.’ Jan. 14 Ltr. at 6 – 7. Beca use nothing in the Settlemen t Agreement prohibits o ther investors from investing their proceeds in any p articular manner, Plaintiff s have no l egitimate basis for opposi ng this language. 5 Sixth, Plaintiffs s eek to inject language in the Imple menting O rder permitting them to appoint a “Limited Partner Representative” to ser ve in a n observer capacit y during the sale process. Pls.’ Jan. 14 Ltr. at 7. Such a provision goes beyon d Plaintiffs’ rights in the Settlement Agreement and therefore will not be included in the Implementi ng Order. 5 Indeed, Plaintiffs agre e that “[l]imited partne rs who wish to invest their sale proceeds in a new Stronghold fund are free to do so.” P ls.’ Jan. 20 L tr. at 3, Dkt. 74.

Eller Associates Inc., e t al. v. SRP Capital Ad visors LLC, et al., C.A. No. 2025 -10 95-BWD February 6, 2026 Page 11 of 11 Seventh, Defendants p ropose l anguag e to permit t he Spec ial M agistrate “in [his or her ] discretion [to] cause the Portfolio Compa nies to acquire new Leases o r Mineral Interests for the benefit of Fund II.” Defs.’ Order § 17; Def s.’ Jan. 14 Ltr. at 8. For reasons discussed in the Ruling, acquiring new assets is inconsiste nt with the Settlement Agreement and will not be permi tted under the Implementing Order. Eighth, Plaintiffs seek to prohibit the SRP Parties from causing Fund II to incur expenses except as agreed to by Plaintiffs and ask for monthly expense reporting to P laintiffs. Pls.’ Jan. 14 Ltr. at 2, 6 – 7. Section 7(a)(iii) o f the Se ttlement Agreement sta tes that di stributions will be “ subject to the terms of the app licable governing agreements of the applicable en tity (e.g., the right to pay expenses and s e t aside appropriate re serves for anticipate d liabilities).” Agt. § 7(a)(ii i). The Implementing Order will not alter these ter ms by i mposing additio nal limitations on expenses. Concurrent with t his letter, the Court has entered a form of Implementi ng Order consiste nt with the ab ove. Sincerely, /s/ Bonnie W. Dav id Bonnie W. Da vid Vice Chancellor