John C. Goff - 07 Dec 2021 Form 4 Insider Report for CONTANGO OIL & GAS CO

Footnote F1

Contango, Independence Energy, LLC, IE Pubco Inc. ("New Pubco"), IE OpCo LLC, IE C Merger Sub Inc. ("C Merger Sub") and IE L Merger Sub LLC ("L Merger Sub"), are parties to the Transaction Agreement, dated as of June 7, 2021 (the "Transaction Agreement"), pursuant to which, among other things, C Merger Sub merged with and into Contango with Contango as the surviving entity (the "Merger"), immediately following the Merger, Contango merged with and into L Merger Sub, with L Merger Sub, a direct wholly owned subsidiary of New PubCo, as the surviving entity. At the effective time of the Merger, each share of Contango common stock, par value $0.04 per share, outstanding immediately prior to the Merger was converted automatically into the right to receive 0.2000 shares of New PubCo Class A Common Stock.

Footnote F2

The shares of Contango Oil & Gas Co. (the "Issuer") common stock ("Common Stock") is held directly by Goff MCF Partners, LP ("Goff MCF"). GFS Contango GP, LLC ("GFS Contango") is the general partner of Goff MCF, and, as such, it may be deemed to beneficially own the securities held by Goff MCF. GFS Management, LLC ("GFS Management") is the managing member of GFS Contango and, as such, it may be deemed to beneficially own the securities held by GFS Contango. Goff Focused Strategies LLC ("GFS") is the managing member of GFS Management and, as such, it may be deemed to beneficially own the securities held by GFS Management. GFT Strategies, LLC ("GFT") is the controlling equity holder of GFS and, as such, it may be deemed to beneficially own the securities held by GFS. The John C. Goff 2010 Family Trust (the "Trust") is the managing member of GFT and, as such, it may be deemed to beneficially own the securities held by GFT. John C. Goff is the trustee of the Trust and,

Footnote F3

(Continued from footnote 2) as such, he may be deemed to beneficially own the securities held by the Trust. Mr. Goff disclaims beneficial ownership of the Common Stock held by Goff MCF, except to the extent of his pecuniary interest therein.

Footnote F4

The Common Stock is held directly by JCG 2016 Holdings, LP ("JCG Holdings"). JCG 2016 Management, LLC ("JCG Management") is the general partner of JCG Holdings and, as such, it may be deemed to beneficially own the securities held by JCG Holdings. The Trust is the controlling equity holder of JCG Management and, as such, it may be deemed to beneficially own the securities held by JCG Management. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the securities held by the Trust. Mr. Goff disclaims beneficial ownership of the Common Stock held by the JCG Holdings, except to the extent of his pecuniary interest therein.

Footnote F5

The Common Stock is held directly by the Trust. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the securities held by the Trust. Mr. Goff disclaims beneficial ownership of the Common Stock held by the Trust, except to the extent of his pecuniary interest therein.

Footnote F6

The Common Stock is held in an IRA account for the benefit of John C. Goff.

Footnote F7

The Common Stock is held directly by Goff Family Investments, LP ("Goff Investments"). Goff Capital, Inc. ("Goff Capital") is the general partner of Goff Investments and, as such, it may be deemed to beneficially own the securities held by Goff Investments. The Trust is the controlling shareholder of Goff Capital and, as such, it may be deemed to beneficially own the securities held by Goff Capital. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the securities held by the Trust. Mr. Goff disclaims beneficial ownership of the Common Stock held by Goff Investments, except to the extent of his pecuniary interest therein.

Footnote F8

The Common Stock is held directly by Kulik Partners, LP ("Kulik Partners"). Kulik GP, LLC ("Kulik GP") is the general partner of Kulik Partners and, as such, may be deemed to beneficially own the securities held by Kulik Partners. John C. Goff is the manager of Kulik GP, and, as such, he may be deemed to beneficially own the securities held by Kulik GP. Mr. Goff disclaims beneficial ownership of the Common Stock held by Kulik Partners, except to the extent of his pecuniary interest therein.

Footnote F9

The Common Stock is held directly by Goff MCEP Holdings, LLC ("Goff MCEP"). Goff Capital is the manager of Goff MCEP and, as such, may be deemed to beneficially own the securities held by Goff MCEP. The Trust is the controlling shareholder of Goff Capital and, as such, it may be deemed to beneficially own the securities held by Goff Capital. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the securities held by the Trust. Mr. Goff disclaims beneficial ownership of the Common Stock held by Goff MCEP, except to the extent of his pecuniary interest therein.

Footnote F10

The Common Stock is held directly by Goff MCEP II, LP ("MCEP II"). GFS MCEP GP, LLC ("GFS MCEP") is the general partner of MCEP II and, as such, it may be deemed to beneficially own the Common Stock held by MCEP II. GFS Management is the managing member of GFS MCEP and, as such, it may be deemed to beneficially own the Common Stock held by GFS MCEP. GFS is the managing member of GFS Management and, as such, it may be deemed to beneficially own the Common Stock held by GFS Management. GFT is the controlling equity holder of GFS and, as such, it may be deemed to beneficially own the Common Stock held by GFS. The Trust is the managing member of GFT and, as such, it may be deemed to beneficially own the Common Stock held by GFT. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the Common Stock held by the Trust. Mr. Goff disclaims beneficial ownership of the Common Stock held by MCEP II, except to the extent of his pecuniary interest therein.

Footnote F11

The Common Stock is held directly by Goff Focused Energy Strategies, LP ("Goff Energy"). GFS Energy GP, LLC ("GFS Energy") is the general partner of Goff Energy and, as such, it may be deemed to beneficially own the Common Stock held by Goff Energy. GFS Management is the managing member of GFS Energy and, as such, it may be deemed to beneficially own the Common Stock held by GFS Energy. GFS is the managing member of GFS Management and, as such, it may be deemed to beneficially own the Common Stock held by GFS Management. GFT is the controlling equity holder of GFS and, as such, it may be deemed to beneficially own the Common Stock held by GFS.

Footnote F12

(Continued from footnote 11) The Trust is the managing member of GFT and, as such, it may be deemed to beneficially own the Common Stock held by GFT. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the Common Stock held by the Trust. Mr. Goff disclaims beneficial ownership of the Common Stock held by Goff Energy, except to the extent of his pecuniary interest therein.

Footnote F13

The Common Stock is held directly by the Goff Family Foundation ("Family Foundation"). John C. Goff is the sole board member of the Family Foundation and, as such, he may be deemed to beneficially own the Common Stock held by the Family Foundation.

Footnote F14

The Common Stock is held directly by Travis Goff.