VOC Energy Trust

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have been sold pursuant to Rule 144 under the Securities Act if the transferee thereof does not receive “restricted securities;”

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have been sold in a private transaction in which the transferor’s rights under the registration rights agreement are not assigned to the transferee of the Trust Units; or

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become eligible for resale pursuant to Rule 144(k) (or any similar rule then in effect under the Securities Act).

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The holders will have the right to require the Trust to file up to three registration statements and will have piggyback registration rights in certain circumstances.

In connection with the preparation and filing of any registration statement, VOC Brazos will bear all costs and expenses incidental to any registration statement, excluding certain internal expenses of the Trust, which will be borne by the Trustee, and any underwriting discounts and commissions, which will be borne by the seller of the Trust Units.

Director Independence

The Trust does not have a board of directors.

Item 14. Principal Accountant Fees and Services.

The following table presents fees for professional audit services rendered by Grant Thornton LLP for the audit of the Trust’s financial statements for 2024 and 2025 and fees billed for other services rendered by Grant Thornton LLP.

The Trust has no audit committee, and as a result, has no audit committee pre-approval policies and procedures with respect to fees paid to Grant Thornton LLP. Any pre-approval or approval of any services performed by the principal auditor or any other professional service firms and related fees are granted by the Trustee.

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