TALOS ENERGY INC. (TALO): M&A transaction — Talos closes acquisition of EnVen for 43.8M shares plus $212.5M cash; shares outstanding ~126.4M

of the completion of the Mergers, the EnVen Entities agreed to unconditionally guarantee all of Talos Production’s obligations under the Talos Indenture. As of the Closing Date, $650,000,000 aggregate principal amount of Talos Notes are outstanding. The Talos Notes are senior secured second lien obligations of Talos Production, the EnVen Entities and the Talos

terms are defined therein), and the Talos Entities agreed to unconditionally guarantee all of Talos Production’s obligations under the EnVen Indenture. As of the Closing Date, $257,500,000 aggregate principal amount of EnVen Notes are outstanding. The EnVen Notes are senior secured second lien obligations of Talos Production, the EnVen Entities and the Talos

Shandell Szabo and Richard Sherrill were appointed to fill the two vacancies on the Talos Board.

Shandell Szabo and Richard Sherrill were appointed to fill the two vacancies on the Talos Board.

Robert Tichio tendered his resignation from the Talos Board.

On February 13, 2023, Talos filed with the Office of the Secretary of State of the State of Delaware the Second A&R Charter to (i) declassify the Talos Board from three classes to one class at the 2025 annual meeting of stockholders

The Second A&R Bylaws became effective at the Closing.

immediately prior to the effective time of the First Merger (each term as defined in the Merger Agreement), their proportionate share of the aggregate merger consideration of (i) 43.8 million shares of common stock, par value $0.01 per share, of Talos (“Talos Common Stock”) and (ii) $212.5 million in cash, as adjusted pursuant to the terms of the Merger Agreement. The

Concurrently with the consummation of the Mergers, pursuant to the Parent Support Agreement, dated as of September 21, 2022, by and among EnVen, Talos and affiliates of Riverstone Holdings LLC (the “Talos Support Agreement”), Riverstone Holdings LLC has (i) terminated that certain Amended & Restated Stockholders’ Agreement, dated as of March 29, 2022, among Talos, Riverstone Talos Energy EquityCo LLC, Riverstone Talos Energy DebtCo LLC, Riverstone V FT Corp Holdings, L.P., ILX Holdings II, LLC and Riverstone V Castex 2014 Holdings, L.P. (the “Stockholders’ Agreement”), and (ii) caused Mr. Robert Tichio to resign from the board of directors of Talos (the “Talos Board”), effective immediately.

On February 13, 2023, in connection with the Mergers, Talos Production, as successor by merger to EnVen, and Talos Production’s subsidiaries that are guarantors of the Talos Notes (as defined below) (the “Talos Entities”) entered into a second supplemental indenture (the “EnVen Supplemental Indenture”) to the Indenture, dated as of April 15, 2021 (as supplemented from time to time, the “EnVen Indenture”), by and among Energy Ventures GoM LLC, a Delaware limited liability company (the “EnVen Issuer”), EnVen Finance Corporation, a Delaware corporation (the “EnVen Co-Issuer ” and, together with the EnVen Issuer, the “EnVen Issuers”), EnVen, the other guarantors party thereto and Wilmington Trust, National Association, as trustee and as collateral agent, governing the 11.750% Senior Secured Second Lien Notes due 2026 issued by the EnVen Issuers (the “EnVen Notes”).

In connection with the termination of Stockholders’ Agreement, Talos and certain affiliates of Riverstone Holdings LLC entered into a Letter Agreement, dated February 13, 2023 (the “Letter Agreement”), pursuant to which the parties thereto agreed to execute and deliver such additional documents and take all such further action as may be reasonably necessary to cause the Stockholders’ Agreement to be terminated without any further force and effect.