Exhibit 1.1

EagleRock Land, LLC

Class A Shares

Underwriting Agreement

May 13, 2026

Goldman Sachs & Co. LLC

Barclays Capital Inc.

J.P. Morgan Securities LLC

As representatives (the “Representatives”) of the several Underwriters

named in Schedule I hereto,

c/o Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

c/o Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

c/o J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

Ladies and Gentlemen:

EagleRock Land, LLC, a Texas limited liability company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 17,300,000 Class A shares (the “Firm Shares”) representing limited liability company interests of the Company (“Class A shares”) and, at the election of the Underwriters, up to 2,595,000 additional Class A shares (the “Optional Shares”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

Raymond James & Associates, Inc. (the “Directed Share Underwriter”) has agreed to reserve up to 10% Shares of the Shares to be purchased by it under this Agreement for sale at the direction of the Company (the “Directed Share Program”) to certain parties related to the Company (collectively, “Participants”). The Shares to be sold by the Directed Share Underwriter pursuant to the Directed Share Program are hereinafter called the “Directed Shares.” Any Directed Shares not confirmed for purchase by the deadline established therefor by the Directed Share Underwriter in consultation with the Company will be offered to the public by the Underwriters as set forth in the Prospectus.

The Company was formed in contemplation of the proposed issuance and sale of the Shares (the “Offering”). It is understood and agreed to by all parties that prior to the initial closing of the Offering, the Company will enter into certain corporate reorganization transactions (the “Reorganization Transactions”), pursuant to which the following transactions, among others, will occur (as further described under the headings “Corporate Reorganization” and “Use of Proceeds” in the Pricing Disclosure Package (as defined below)):

(a)

EagleRock Land Operating, LLC, a Texas limited liability company (“OpCo”) will be formed by the Company;

(b)

each of Lea & Eddy Holdings, LLC (“L&E”), the existing owners of the Shallow Valley Ranch (the “Shallow Valley Owners”), and Double Eagle IV Midco, LLC (“Double Eagle” and, collectively with L&E and the Shallow Valley Owners, the “Existing Owners”) will contribute cash to the Company in exchange for 109,724,999 Class B shares representing limited liability company interests of the Company (“Class B shares” and, together with the Class A shares, the “Securities”);

(c)

L&E will contribute all of its subsidiaries (other than the Excluded Assets (as defined in the Pricing Disclosure Package)) to OpCo in exchange for 42,716,738 membership interests in OpCo (“OpCo Units”) and OpCo’s assumption of the Predecessor Credit Facility (as defined in the Pricing Disclosure Package);

(d)

each of the Shallow Valley Owners and Double Eagle will contribute certain of their subsidiaries to the Company in exchange for 21,134,331 OpCo Units and 45,873,930 OpCo Units, respectively;

(e)

each of the Company’s and OpCo’s operating agreements will be amended and restated to facilitate the Offering;

(f)

funds and accounts managed by TCW Asset Management Company LLC (“TCW” and such funds and accounts, the “TCW Entities”) that own warrants to purchase equity interests in L&E (such warrants, the “L&E Warrants”) will exercise the L&E Warrants, immediately following which (i) L&E will distribute 14,939,952 OpCo Units and a corresponding number of Class B shares to the TCW Entities in redemption of their equity interests in L&E and (ii) certain of such TCW Entities will merge with one or more newly formed subsidiaries of the Company and receive one Class A share in exchange for each OpCo Unit (and Class B share) it holds;

(g)

the Company will issue and sell the Shares to the Underwriters;

(h)

the Company will contribute all of the net proceeds from the Offering to OpCo in exchange for a number of OpCo Units equal to the number of Shares issued in the Offering; and

(i)

OpCo will use the net proceeds of the Offering as described under the heading “Use of Proceeds” in the Pricing Disclosure Package.

1. The Company and OpCo represent and warrant to, and agree with, each of the Underwriters that:

(a) A registration statement on Form S-1 (File No. 333-295113) (the “Initial Registration Statement”) in respect of the offer and sale of the Shares has been filed with the U.S. Securities and Exchange Commission (the “Commission”); the Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to you, have been declared effective by the Commission in such form; other than a registration statement, if any, increasing the size of the Offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”), which became effective upon filing, no other document with respect to the Initial Registration Statement has been filed with the Commission; and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Act has been initiated or, to the Company’s knowledge, threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) under the Act is hereinafter called a “Preliminary Prospectus”; the various parts of the Initial Registration Statement and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and including the information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof and deemed by virtue of Rule 430A under the Act to be part of the Initial Registration Statement at the time it was declared effective, each as amended at the time such part of the Initial Registration Statement became effective or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, are hereinafter collectively called the “Registration Statement”; the Preliminary Prospectus relating to the Shares that was included in the Registration Statement immediately prior to the Applicable Time (as defined in Section 1(c) hereof) is hereinafter called the “Pricing Prospectus”; and such final prospectus, in the form first filed pursuant to Rule 424(b) under the Act, is hereinafter called the “Prospectus”; any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Act or Rule 163B under the Act is hereinafter called a “Testing-the-Waters Communication”; and any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act is hereinafter called a “Written Testing-the-Waters Communication”; and any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Shares is hereinafter called an “Issuer Free Writing Prospectus”);

(b) (A) No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission, and (B) each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with the Underwriter Information (as defined in Section 9(b) of this Agreement);

(c) For the purposes of this Agreement, the “Applicable Time” is 4:10 pm (Eastern time) on the date of this Agreement. The Pricing Prospectus, as supplemented by the information listed on Schedule II(c) hereto, taken together (collectively, the “Pricing Disclosure Package”), as of the Applicable Time, did not, and as of each Time of Delivery (as defined in Section 4(a) of this Agreement) will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus and each Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each Issuer Free Writing Prospectus and each Written Testing-the-Waters Communication, as supplemented by and taken together with the Pricing Disclosure Package, as of the Applicable Time, did not, and as of each Time of Delivery will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in reliance upon and in conformity with the Underwriter Information;

(d) The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to each part of the Registration Statement, as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, and as of each Time of Delivery, (i) in the case of the Registration Statement and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) in the case of the Prospectus, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with the Underwriter Information;

(e) No documents were filed with the Commission since the Commission’s close of business on the business day immediately prior to the date of this Agreement and prior to the execution of this Agreement, except as set forth on Schedule II(b) hereto;

(f) Except as set forth or contemplated in the Pricing Prospectus, neither the Company, OpCo, nor any of their respective subsidiaries has, since the date of the latest audited financial statements included in the Pricing Prospectus, (i) sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree or (ii) entered into any transaction or agreement (whether or not in the ordinary course of business) that is material to the Company, OpCo and their respective subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company, OpCo and their respective subsidiaries taken as a whole, in each case otherwise than as set forth or contemplated in the Pricing Prospectus; and, since the respective dates as of which information is given in the Registration Statement

and the Pricing Prospectus, there has not been (x) other than de minimis changes, any change in the equity capitalization of the Company and OpCo (other than as a result of (i) the exercise, if any, of share options or the right to purchase Shares or the grant or settlement, if any, of share options, the right to purchase Shares, restricted shares or restricted share units in the ordinary course of business pursuant to the Company’s equity plans that are described in the Pricing Prospectus and the Prospectus, or (ii) the issuance, if any, of shares upon conversion of Company and OpCo securities as described in the Pricing Prospectus and the Prospectus or (iii) the Reorganization Transactions) or long-term debt of the Company, OpCo or any of their respective subsidiaries or (y) any Material Adverse Effect (as defined below); as used in this Agreement, “Material Adverse Effect” shall mean any material adverse change or effect, or any development involving a prospective material adverse change or effect, in or affecting (i) the business, properties, general affairs, management, financial position, shareholders’ equity or results of operations of the Company, OpCo and their respective subsidiaries, taken as a whole, except as set forth or contemplated in the Pricing Prospectus, or (ii) the ability of the Company and OpCo to perform their respective obligations under this Agreement, including the issuance and sale of the Shares, or to consummate the transactions contemplated in the Pricing Prospectus and the Prospectus;

(g) OpCo and its subsidiaries have good and marketable fee simple title or other valid rights to use or occupy all real property and good and marketable title or other valid rights to use all personal property described in the Prospectus and the Pricing Prospectus, in each case, used in the conduct of its business as described in the Prospectus and the Pricing Prospectus, free and clear of all liens, encumbrances and defects except (x) as expressly described in the Pricing Prospectus and the Prospectus, (y) liens and encumbrances under operating agreements and/or commercial agreements (including, for the avoidance of doubt, all easements, rights-of-way, surface use agreements and other rights in real property burdening the real property of the Company, OpCo and their respective subsidiaries, in each case that are of a scope and nature customary to the Company’s and OpCo’s business, and do not materially diminish the value of such property taken as a whole and do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries) or (z) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (clauses (x), (y) and (z), collectively, “Permitted Encumbrances”); and any other real property and buildings held under lease by OpCo and its subsidiaries are held by them under valid, subsisting and enforceable leases (subject to the effects of (i) bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights or remedies of creditors generally; (ii) the application of general principles of equity (including without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether enforcement is considered in proceedings at law or in equity); and (iii) applicable law and public policy with respect to rights to indemnification and contribution) free and clear of all liens, encumbrances and defects other than Permitted Encumbrances;

(h) Each of the Company, OpCo and their subsidiaries (it being understood that all such subsidiaries of the Company and OpCo are named in Exhibit 21.1 to the Initial Registration Statement) has been (i) duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization, with power and authority (limited liability company, corporate and other) to own its properties and conduct its business as described in the Pricing Prospectus, and (ii) duly qualified as a foreign limited liability company, corporation or otherwise for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except, in the case of this clause (ii), where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. After giving effect to the Reorganization Transactions, the Company will not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed on Schedule IV to this Agreement;

(i) The Company and OpCo have an authorized capitalization as set forth in the Pricing Prospectus and the Prospectus under the heading “Capitalization” and all of the issued shares of the Company and outstanding membership interests in OpCo will, immediately following the Reorganization Transactions, have been duly and validly authorized and issued and will be fully paid and non-assessable and will conform in all material respects to the description of the Shares and OpCo Units, respectively, contained in the Pricing Disclosure Package and the Prospectus; and all of the issued shares of each subsidiary of the Company and OpCo have been duly and validly authorized and issued, are fully paid and non-assessable (except as such non-assessability may be limited by Sections 101.206 and 101.613 of the Texas Business Organizations Code), and immediately following the Reorganization Transactions, will be owned directly or indirectly by the Company or OpCo, free and clear of all liens, encumbrances, equities or claims, in each case, except for liens pursuant to (i) the Financing Agreement, dated as of April 4, 2024, by and among Desert Ram Holdings, LLC, a Texas limited liability company, as borrower, L&E and Desert Ram South, Incorporated, a Delaware corporation, as guarantors, the lenders party thereto, and TCW, as administrative agent and as collateral agent, as amended by that certain First Amendment to Financing Agreement, dated as of December 11, 2024, that certain Second Amendment to Financing Agreement, dated as of February 28, 2025, that certain Third Amendment to Financing Agreement, dated as of April 14, 2025, and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time and (ii) the Credit Agreement, dated as of May 4, 2026, by and between OpCo, as borrower, the guarantors from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent and letter of credit issuer, and the lenders from time to time party thereto, as amended from time to time;

(j) Immediately following the Reorganization Transactions, the Shares have been duly and validly authorized and, when issued and delivered against payment therefor as provided herein, will be duly and validly issued and fully paid and non-assessable and will conform in all material respects to the description of the Shares contained in the Pricing Disclosure Package and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights;

(k) The issue and sale of the Shares and the compliance by the Company with this Agreement and the consummation of the transactions contemplated in this Agreement and the Pricing Prospectus, including the Reorganization Transactions, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (A) any indenture, mortgage, deed of trust, loan agreement or

other agreement or instrument to which the Company, OpCo or any of their respective subsidiaries is a party or by which the Company, OpCo or any of their respective subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (B) the certificate of formation or the operating agreement (or other applicable organizational document) of the Company, OpCo or any of their respective subsidiaries, or (C) any statute or any judgment, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company, OpCo or any of their respective subsidiaries or any of their properties, except, in the case of clauses (A) and (C) for such defaults, breaches, or violations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Shares or the consummation by the Company and OpCo of the transactions contemplated by this Agreement or the offering of the Directed Shares in any jurisdiction where the Directed Shares are being offered, except such as have been obtained under the Act, the approval by the Financial Industry Regulatory Authority (“FINRA”) of the underwriting terms and arrangements and such consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters;

(l) Neither the Company, OpCo nor any of their respective subsidiaries is (i) in violation of its certificate of formation or operating agreement (or other applicable organizational document), (ii) in violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company, OpCo or any of their respective subsidiaries or any of their properties, or (iii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except, in the case of the foregoing clauses (ii) and (iii), for such defaults as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

(m) The statements set forth in the Pricing Prospectus and the Prospectus under the caption “Description of Shares”, insofar as they purport to constitute a summary of the terms of the Shares, and under the caption “Material U.S. Federal Income Tax Considerations for Non-U.S. Holders”, insofar as they purport to describe the provisions of the United States federal laws and documents referred to therein, are accurate and complete in all material respects;

(n) Other than as set forth in the Pricing Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”) pending to which the Company, OpCo or any of their respective subsidiaries or, to the Company’s or OpCo’s knowledge, any officer or director of the Company or OpCo, is a party or of which any property or assets of the Company, OpCo or any of their respective subsidiaries or, to the Company’s or OpCo’s knowledge, any officer or director of the Company or OpCo, is the subject which, if determined adversely to the Company, OpCo or any of their respective subsidiaries (or such officer or director), would individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and, to the Company’s or OpCo’s knowledge, no such

proceedings are threatened or contemplated by governmental authorities or others; there are no current or pending Actions that are required under the Act to be described in the Registration Statement or the Pricing Prospectus that are not so described therein; and there are no statutes, regulations or contracts or other documents that are required under the Act to be filed as exhibits to the Registration Statement or described in the Registration Statement or the Pricing Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement and the Pricing Prospectus;

(o) No relationship, direct or indirect, exists between or among the Company, OpCo or any of their respective subsidiaries, on the one hand, and the directors, officers, shareholders or other affiliates of the Company, OpCo or any of their respective subsidiaries, on the other, that would be required by the Act to be described in a registration statement on Form S-1 to be filed with the Commission and that is not so described in the Registration Statement, the Pricing Prospectus or the Prospectus;

(p) The Company is not and, after giving effect to the offering and sale of the Shares and the application of the proceeds thereof, will not be an “investment company”, as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”);

(q) The Company, OpCo and their respective subsidiaries have paid all federal, state, local and foreign taxes and filed all tax returns required to be paid or filed through the date hereof; and except as would not reasonably be expected to have a Material Adverse Effect, there is no tax deficiency that has been, or would reasonably be expected to be, asserted against the Company, OpCo or any of their respective subsidiaries or any of their respective properties or assets;

(r) At the time of filing the Initial Registration Statement and any post-effective amendment thereto, at the earliest time thereafter that the Company or any offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Shares, and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined under Rule 405 under the Act;

(s) Deloitte & Touche LLP, who has certified certain financial statements of (i) the Company and (ii) L&E included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, is an independent public accounting firm with respect to the Company and L&E as required by the Act and the rules and regulations of the Commission thereunder. EEPB Company, who has audited certain financial statements of Accelerated Water Resources, LLC (“AWR”) included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, has represented to the Company that it is an independent public accounting firm with respect to AWR as required by the Act and the rules and regulations of the Commission thereunder. Grant Thornton LLP, who has audited certain financial statements of DE IV Flow, LLC (“DE Flow”), included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, has represented to the Company that it is an independent public accounting firm with respect to DE Flow as required by the Act and the rules and regulations of the Commission thereunder. Weaver and Tidwell LLP, who has audited certain financial statements of Shallow Valley Ranch, included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, has represented to the Company that it is an independent public accounting firm with respect to Shallow Valley Ranch as required by the Act and the rules and regulations of the Commission thereunder.

(t) The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that (i) complies with the applicable requirements of the Exchange Act, (ii) has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and (iii) is sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorization, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets, (C) access to assets is permitted only in accordance with management’s general or specific authorization and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and except as disclosed in the Pricing Prospectus and the Prospectus, the Company’s internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting;

(u) The properties of the Company and its subsidiaries are insured in respect of general casualty and general liability insurance in amounts necessary as if customary for companies engaged in similar businesses and owning similar properties in locations where the Company and its subsidiaries operate;

(v) The Shares have been approved for listing, subject to official notice of issuance, on the New York Stock Exchange and NYSE Texas, Inc. (together, the “Exchange”);

(w) The Company and OpCo have not sold or issued any securities that would be integrated with the offering of the Shares contemplated by this Agreement pursuant to the Act, the rules and regulations thereunder or the interpretations thereof by the Commission;

(x) Except as disclosed in the Pricing Prospectus, since the date of the latest audited financial statements included in the Pricing Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting;

(y) The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established;

(z) The Company and OpCo have the full right, power and authority to execute and deliver this Agreement, to perform their obligations hereunder and to consummate the actions contemplated hereby and in the Pricing Prospectus; and all action required to be taken for the due and proper authorization, execution and delivery by the Company and OpCo of this Agreement and the consummation by the Company and OpCo of the transactions contemplated in this Agreement and the Pricing Prospectus has been or will be duly and validly taken on or prior to each Time of Delivery;

(aa) This Agreement has been duly authorized, executed and delivered by the Company and OpCo;

(bb) Neither the Company, OpCo nor any of their respective subsidiaries, nor any director, officer or employee of the Company, OpCo or any of their respective subsidiaries nor, to the knowledge of the Company or OpCo, any agent, affiliate or other person associated with or acting on behalf of the Company, OpCo or any of their respective subsidiaries has (i) made, offered, promised or authorized any unlawful contribution, gift, entertainment or other unlawful expense (or taken any act in furtherance thereof); (ii) made, offered, promised or authorized any direct or indirect unlawful payment; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or the rules and regulations thereunder, the Bribery Act 2010 of the United Kingdom or any other applicable anti-corruption, anti-bribery or related law, statute or regulation (collectively, “Anti-Corruption Laws”); the Company, OpCo and their respective subsidiaries have conducted their businesses in compliance with Anti-Corruption Laws and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; neither the Company, OpCo nor any of their respective subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of Anti-Corruption Laws;

(cc) The operations of the Company, OpCo and their respective subsidiaries are and have been conducted at all times in compliance with the requirements of applicable anti-money laundering laws, including, but not limited to, the Bank Secrecy Act of 1970, as amended by the USA PATRIOT ACT of 2001, and the rules and regulations promulgated thereunder, and the anti-money laundering laws of the various jurisdictions in which the Company, OpCo and their respective subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company, OpCo or any of their respective subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or OpCo, threatened;

(dd) Neither the Company, OpCo nor any of their respective subsidiaries, nor any director, officer or employee of the Company, OpCo or any of their respective subsidiaries nor, to the knowledge of the Company or OpCo, any agent, affiliate, representative or other person acting on behalf of the Company, OpCo or any of their respective subsidiaries is (i) currently the subject or the target of any sanctions administered or enforced by the U.S. Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person,” the European Union, His Majesty’s Treasury,

the United Nations Security Council, or other relevant sanctions authority (collectively, “Sanctions”), (ii) located, organized, or resident in a country or territory that is the subject or target of Sanctions (at the time of this Agreement, Cuba, Iran, North Korea, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine and any other covered region of Ukraine identified pursuant to Executive Order 14065, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic, collectively and individually each a “Sanctioned Jurisdiction”), and the Company and OpCo will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject or the target of Sanctions or (ii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions; neither the Company, OpCo nor any of their respective subsidiaries is engaged in, or has, at any time since April 24, 2019, engaged in, any dealings or transactions with or involving any individual or entity that was or is, as applicable, at the time of such dealing or transaction, the subject or target of Sanctions or with any Sanctioned Jurisdiction; the Company, OpCo and their respective subsidiaries have instituted, and maintain, policies and procedures designed to promote and achieve continued compliance with Sanctions;

(ee) The financial statements included in the Registration Statement, the Pricing Prospectus and the Prospectus, together with the related schedules and notes, present fairly, in all material respects, the financial position of the Company, OpCo and their respective subsidiaries at the dates indicated and the statement of operations, shareholders’ equity and cash flows of the Company, OpCo and their respective subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly, in all material respects, in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement, the Pricing Prospectus and the Prospectus present fairly, in all materials respects, the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, the Pricing Prospectus or the Prospectus under the Act or the rules and regulations promulgated thereunder. All disclosures contained in the Registration Statement, the Pricing Prospectus and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply, in all material respects, with Regulation G of the Exchange Act and Item 10(e) of Regulation S-K of the Act, to the extent applicable;

(ff) The pro forma financial statements included in the Registration Statement, the Pricing Prospectus and the Prospectus include assumptions that provide a reasonable basis for presenting the effects attributable to the transactions and events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect an appropriate application of those

adjustments to the historical financial statement amounts in the pro forma financial statements included in the Registration Statement, the Pricing Prospectus and the Prospectus. The pro forma financial statements included in the Registration Statement, the Pricing Prospectus and the Prospectus comply as to form in all material respects with the applicable requirements of Article 11 of Regulation S-X under the Securities Act;

(gg) (i)(A) neither the Company, OpCo nor any of their respective subsidiaries is in violation of, and, to the Company’s knowledge, after due inquiry, does not have any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code or rule of law (including common law), or decision or order of any domestic or foreign governmental agency, governmental body or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or Release of Hazardous Substances (as defined below), to the protection or restoration of the environment or natural resources, to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (B) neither the Company, OpCo nor any of their respective subsidiaries is liable or allegedly liable for any Release or threatened Release of Hazardous Substances, including at any off site storage, treatment or disposal site, (C) neither the Company, OpCo nor any of their respective subsidiaries is subject to any pending, or to the Company’s knowledge, after due inquiry, threatened, claim by any governmental agency or governmental body or person arising under Environmental Laws or relating to the Release of or exposure to Hazardous Substances and (D) the Company, OpCo and their respective subsidiaries have received, are in compliance with all permits, licenses, authorizations, identification numbers, consents, waivers, exemptions, or other approvals required under applicable Environmental Laws to conduct their business, except in each case covered by clauses (A) through (D) such as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (ii) to the Company’s or OpCo’s knowledge, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, or claim pursuant to any Environmental Law that would reasonably be expected to have a Material Adverse Effect. (x) There is no proceeding that is pending, or that is known to be contemplated, against the Company, OpCo or any of their respective subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $300,000 or more will be imposed, and (y) none of the Company, OpCo or their respective subsidiaries anticipates material capital expenditures relating to any Environmental Laws. For purposes of this subsection “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, per- and polyfluoroalkyl substances, and polychlorinated biphenyls, and (B) any other chemical, material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws and “Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, migrating, leaching, dumping or disposing into the environment;

(hh) The Company, OpCo and each of their respective subsidiaries (i) own or otherwise possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, domain names, copyrights and registrations and applications thereof, licenses, know-how, software, systems and technology (including trade secrets and other unpatented and/or unpatentable proprietary or

confidential information, systems or procedures and other intellectual property) necessary for the conduct of their respective businesses, (ii) do not, through the conduct of their respective businesses, infringe, violate or conflict with any such right of others and (iii) have not received any written notice of any claim of infringement, violation or conflict with, any such rights of others in the past three (3) years;

(ii) The Company, OpCo and their respective subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company, OpCo and their respective subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants; the Company, OpCo and their respective subsidiaries have implemented and maintained reasonable controls, policies, procedures, and safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same; the Company, OpCo and their respective subsidiaries are presently in compliance in all material respects with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification;

(jj) No forward-looking statement (within the meaning of Section 27A of the Act and Section 21E of the Exchange Act) included in any of the Registration Statement, the Pricing Prospectus or the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith;

(kk) Nothing has come to the attention of the Company or OpCo that has caused the Company or OpCo to believe that the statistical and market-related data included in each of the Registration Statement, the Pricing Prospectus and the Prospectus is not based on or derived from sources that are reliable and accurate in all material respects and, to the extent required by such sources, the Company and OpCo have obtained the written consent to use such data from such sources;

(ll) There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002, as amended and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications;

(mm) Neither the Company, OpCo nor any of their respective affiliates has taken or will take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company or any of its subsidiaries in connection with the offering of the Shares;

(nn) The Company, OpCo and each of their respective subsidiaries have such permits, licenses, approvals, consents, franchises, certificates of need and other approvals or authorizations of governmental or regulatory authorities (“Permits”) as are necessary under applicable law to own their respective properties and conduct their respective businesses in the manner described in the Registration Statement, the Pricing Prospectus and the Prospectus, except for any of the foregoing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the Company, OpCo nor any of their respective subsidiaries has received notice of any proceedings related to the revocation or adverse modification of any such Permits that, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect;

(oo) The Company, OpCo and their respective subsidiaries, taken as a whole, are insured against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged and as required by law;

(pp) The Registration Statement, the Pricing Disclosure Package and the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectuses and any Written Testing-the-Waters Communication comply in all material respects, and any further amendments or supplements thereto will comply in all material respects, with any applicable laws or regulations of foreign jurisdictions in which the Pricing Disclosure Package, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus and any Written Testing-the-Waters Communication, as amended or supplemented, if applicable, are distributed in connection with the Directed Share Program;

(qq) No authorization, approval, consent, license, order, registration or qualification of or with any government, governmental instrumentality or court, other than such as have been obtained, is necessary under the securities laws and regulations of foreign jurisdictions in which the Directed Shares are offered outside the United States;

(rr) The Company has specifically directed in writing the allocation of Shares to each Participant in the Directed Share Program, and neither the Directed Share Underwriter nor any other Underwriter has had any involvement or influence, directly or indirectly, in such allocation decision.

(ss) The Company has not offered, or caused the Directed Share Underwriter or its affiliates to offer, Shares to any person pursuant to the Directed Share Program (i) for any consideration other than the cash payment of the initial public offering price per share set forth in Schedule II hereof or (ii) with the specific intent to unlawfully influence (x) a customer or supplier of the Company to alter the customer or supplier’s terms, level or type of business with the Company or (y) a trade journalist or publication to write or publish favorable information about the Company or its products.

(tt) From the time of initial confidential submission of a registration statement relating to the Shares with the Commission through the date hereof, the Company has been and is an “emerging growth company” as defined in Section 2(a)(19) of the Act (an “Emerging Growth Company”);

(uu) (A) Each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), for which the Company or any member of its “Controlled Group” (defined as any entity, whether or not incorporated, that is under common control with the Company or OpCo within the meaning of Section 4001(a)(14) of ERISA or any entity that would be regarded as a single employer with the Company or OpCo under Section 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986, as amended (the “Code”)) has any material liability (each, a “Plan”) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code; (B) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan, excluding transactions effected pursuant to a statutory or administrative exemption; (C) for each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no Plan has failed (whether or not waived), or is reasonably expected to fail, to satisfy the minimum funding standards (within the meaning of Section 302 of ERISA or Section 412 of the Code) applicable to such Plan; (D) no Plan is, or is reasonably expected to be, in “at risk status” (within the meaning of Section 303(i) of ERISA), and no Plan that is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA is in “endangered status” or “critical status” (within the meaning of Sections 304 and 305 of ERISA); (E) the fair market value of the assets of each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (F) no “reportable event” (within the meaning of Section 4043(c) of ERISA and the regulations promulgated thereunder) has occurred or is reasonably expected to occur, excluding any reportable event for which a waiver could apply; (G) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification; (H) neither the Company, OpCo nor any member of the Controlled Group has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA); and (I) none of the following events has occurred or is reasonably likely to occur: (A) a material increase in the aggregate amount of contributions required to be made to all Plans by the Company, OpCo or its Controlled Group affiliates in the current fiscal year of the Company, OpCo and their respective Controlled Group affiliates compared to the amount of such contributions made in the Company’s, OpCo’s and their respective Controlled Group affiliates’ most recently completed fiscal year; or (B) a material increase in the Company, OpCo and their respective subsidiaries’ “accumulated post-retirement benefit obligations” (within the meaning of Accounting Standards Codification Topic 715-60) compared to the amount of such obligations in the Company, OpCo and their respective subsidiaries’ most recently completed fiscal year, except in each case with respect to the events or conditions set forth in clauses (A) through (I) hereof, as would not, individually or in the aggregate, have a Material Adverse Effect;

(vv) No labor disturbance by or dispute with employees of the Company, OpCo or any of their respective subsidiaries exists or, to the Company’s knowledge, is contemplated or threatened. Neither the Company, OpCo nor any of their respective subsidiaries is a party to any collective bargaining agreement;

(ww) Except as otherwise set forth or contemplated in the Prospectus, no subsidiary of the Company or OpCo is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company or OpCo, from making any other distribution on such subsidiary’s equity or similar ownership interest, from repaying to the Company or OpCo any loans or advances to such subsidiary from the Company or OpCo or from transferring any of such subsidiary’s properties or assets to the Company or OpCo or any other subsidiary of the Company or OpCo;

(xx) Neither the Company, OpCo nor any of their respective subsidiaries is a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against any of them or any Underwriter for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Shares;

(yy) Except as otherwise set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, no person has the right to require the Company or any of its respective subsidiaries to register any securities for sale under the Securities Act by reason of the filing of the Registration Statement with the Commission or the issuance and sale of the Shares; and

(zz) Neither the Company nor any of its subsidiaries is a “covered foreign person”, as that term is defined in 31 C.F.R. § 850.209. Neither the Company nor any of its subsidiaries currently engages, or has plans to engage, directly or indirectly, in a “covered activity”, as that term is defined in 31 C.F.R. § 850.208 (“Covered Activity”). The Company does not have any joint ventures that engages in or plans to engage in any Covered Activity. The Company also does not, directly or indirectly, hold a board seat on, have a voting or equity interest in, or have any contractual power to direct or cause the direction of the management or policies of any person or persons that engages or plans to engage in any Covered Activity.

Any certificate signed by any officer of the Company or OpCo and delivered to the Representatives or counsel for the Underwriters in connection with the Offering shall be deemed a representation and warranty by the Company or OpCo, as to matters covered thereby, to each Underwriter.

2. Subject to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price per share of $17.205, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase price per share set forth in clause (a) of this Section 2 (provided that the purchase price per Optional Share shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares), that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder.

The Company hereby grants to the Underwriters the right to purchase at their election up to 2,595,000 Optional Shares, at the purchase price per share set forth in the paragraph above, provided that the purchase price per Optional Share shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. Any such election to purchase Optional Shares may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than one or later than ten business days after the date of such notice.

3. Upon the authorization by you of the release of the Shares, the several Underwriters propose to offer the Shares for sale upon the terms and conditions set forth in the Pricing Disclosure Package and the Prospectus.

4. (a) The Shares to be purchased by each Underwriter hereunder, in definitive or book-entry form, and in such authorized denominations and registered in such names as the Representatives may request upon at least twenty-four hours’ prior notice to the Company shall be delivered by or on behalf of the Company to the Representatives, through the facilities of the Depository Trust Company (“DTC”), for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to the Representatives at least twenty-four hours in advance. The Company will cause the certificates, if any, representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m., New York City time, on May 15, 2026 or such other time and date as the Representatives and the Company may agree upon in writing, and, with respect to the Optional Shares, 9:30 a.m., New York City time, on the date specified by the Representatives in the written notice given by the Representatives of the Underwriters’ election to purchase such Optional Shares, or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the “First Time of Delivery”, such time and date for delivery of the Optional Shares, if not the First Time of Delivery, is herein called the “Second Time of Delivery”, and each such time and date for delivery is herein called a “Time of Delivery”.

(b) The documents to be delivered at each Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof, including the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 8(i) hereof, will be delivered electronically at the offices of Latham & Watkins LLP, 811 Main Street, Suite 3700, Houston, Texas 77002 (the “Closing Location”), and the Shares will be delivered through the facilities of DTC in the case of book-entry shares or at the Designated Office, all at such Time of Delivery. A meeting will be held at the Closing Location at 5:00 p.m., New York City time, on the New York Business Day next preceding such Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close.

5. The Company and OpCo agree with each of the Underwriters:

(a) To prepare the Prospectus in a form approved by you and to file such Prospectus pursuant to Rule 424(b) under the Act prior to the earlier of (i) the First Time of Delivery and (ii) the Commission’s close of business on the second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Act; to make no further amendment or any supplement to the Registration Statement or the Prospectus prior to the last Time of Delivery which shall be disapproved by you promptly after reasonable notice thereof; to advise you, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish you with copies thereof; to file promptly all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act; to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus in respect of the Shares, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order;

(b) Promptly from time to time to take such action as you may reasonably request to qualify the Shares for offering and sale under the securities laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation (where not otherwise required) or to file a general consent to service of process in any jurisdiction (where not otherwise required);

(c) Prior to 10:00 a.m., New York City time, on the New York Business Day next succeeding the date of this Agreement (or such other time as may be agreed by the Representatives and the Company) and from time to time, to furnish the Underwriters with written and electronic copies of the Prospectus in New York City in such quantities as you may reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were

made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus in order to comply with the Act, to notify you and upon your request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; and in case any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales of any of the Shares at any time nine months or more after the time of issue of the Prospectus, upon your request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act;

(d) To make generally available to its securityholders as soon as practicable, but in any event not later than sixteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158) (which may be satisfied by filing with the Commission’s Electronic Data Gathering Analysis and Retrieval System (“EDGAR”));

(e)(1) During the period beginning from the date hereof and continuing to and including the date 180 days after the date of the Prospectus (the “Lock-Up Period”), not to (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, or file with or confidentially submit to the Commission a registration statement under the Act relating to, any securities of the Company or any units of OpCo that are substantially similar to the Shares, including but not limited to any options or warrants to purchase Shares or any securities that are convertible into or exchangeable for, or that represent the right to receive, Shares or any such substantially similar securities, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Shares or such other securities, in cash or otherwise (other than the Shares to be sold hereunder or pursuant to employee equity incentive or similar plan existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement), without the prior written consent of the Representatives; provided however, that the foregoing restrictions shall not apply to (A) any Shares or any securities or other awards (including without limitation options, restricted shares, performance share units or restricted share units) convertible into, exchangeable for, or that represents the right to receive, Shares (collectively, “Incentive Awards”) issued pursuant to any agreement, share option plan, incentive plan or share purchase plan of the Company or pursuant to equity compensation arrangements described in the Registration Statement and the Prospectus, (B) any Shares issued upon the conversion, exercise or exchange of convertible, exercisable or exchangeable securities described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or any Shares vested or exercised pursuant to Incentive Awards, (C) the filing of a registration statement on Form

S-8 relating to securities granted or to be granted pursuant to the terms of a Company award or Share Plan as described in the Pricing Disclosure Package and the Prospectus, (D) to the extent necessary to ensure the satisfaction of the transactions described in the Registration Statement, the issuance of securities in connection with the Corporate Reorganization (as described in the Registration Statement and the Pricing Disclosure Package in the section titled “Corporate Reorganization”), (E) the issuance of Shares or securities convertible into or exercisable or exchangeable for Shares as consideration for the acquisition of equity interests or assets of any person, or the acquisition by the Company by any other manner of any business, properties, assets or person, in one transaction or a series of related transactions, or the filing of a registration statement related to such securities; provided that with respect to clause (E) above, no more than an aggregate of 10% of the number of the Company’s Securities outstanding immediately after the issuance of the Shares pursuant to this Agreement are issued, and (F) facilitating the establishing of a trading plan on behalf of a shareholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Shares (provided that (i) such plan does not provide for the transfer of Shares during the Lock-Up Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Shares may be made under such plan during the Lock-Up Period);

(2) If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(i) hereof for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Annex II hereto through a major news service at least two business days before the effective date of the release or waiver.

(f) So long as the Company is subject to the reporting requirements of either Section 13 or Section 15(d) of the Exchange Act, to furnish to its shareholders, by such times as are required by applicable law, its fiscal year annual report (including a balance sheet and statements of income, shareholders’ equity and cash flows of the Company and its consolidated subsidiaries certified by independent public accountants) and, at such times are required by applicable law, make available to its shareholders consolidated summary financial information of the Company and its subsidiaries for such quarter in reasonable detail (which may be satisfied by filing with EDGAR and/or making any such report, communication or information generally available on its website);

(g) During a period of three years from the effective date of the Registration Statement, so long as the Company is subject to the reporting requirements of either Section 13 or Section 15(d) of the Exchange Act, to furnish to you copies of all reports or other communications (financial or other) furnished to shareholders, and to deliver to you as soon as they are available, upon request, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; provided, however, that the obligations described in Section 5(g) may be satisfied by any filing of such reports or communications with EDGAR and/or making any such report, communication or information generally available on its website;

(h) To use the net proceeds received by it from the sale of the Shares pursuant to this Agreement in the manner specified in the Pricing Prospectus under the caption “Use of Proceeds”;

(i) To use its best efforts to list, subject to notice of issuance, the Shares on the Exchange;

(j) To file with the Commission such information on Form 10-Q or Form 10-K as may be required by Rule 463 under the Act;

(k) If the Company elects to rely upon Rule 462(b), the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 3a(c) of the Commission’s Informal and Other Procedures (16 CFR 202.3a); and

(l) Upon request of any Underwriter, to furnish, or cause to be furnished, to such Underwriter an electronic version of the Company’s and OpCo’s trademarks, servicemarks and corporate logo for use on the website, if any, operated by such Underwriter for the purpose of facilitating the on-line offering of the Shares (the “License”); provided, however, that the License shall be used solely for the purpose described above, is granted without any fee and may not be assigned or transferred;

(m) To promptly notify you if the Company ceases to be an Emerging Growth Company at any time prior to the later of (i) completion of the distribution of the Shares within the meaning of the Act and (ii) the last Time of Delivery; and

(n) To comply with all applicable securities and other laws, rules and regulations in each jurisdiction in which the Directed Shares are offered in connection with the Directed Share Program.

6. (a) The Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; each Underwriter represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Shares that would constitute a free writing prospectus required to be filed with the Commission; any such free writing prospectus the use of which has been consented to by the Company and the Representatives is listed on Schedule II(a) hereto;

(b) The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending; and the Company represents that it has satisfied and agrees that it will satisfy the conditions under Rule 433 under the Act to avoid a requirement to file with the Commission any electronic road show;

(c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus or Written Testing-the-Waters Communication any event occurred or occurs as a result of which such Issuer Free Writing Prospectus or Written Testing-the-Waters Communication would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus, Written Testing-the-Waters Communication or other document which will correct such conflict, statement or omission;

(d) The Company represents and agrees that (i) it has not engaged in, or authorized any other person to engage in, any Testing-the-Waters Communications, other than Testing-the-Waters Communications with the prior consent of the Representatives with entities that the Company reasonably believes are qualified institutional buyers as defined in Rule 144A under the Act or institutions that are accredited investors as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act; and (ii) it has not distributed, or authorized any other person to distribute, any Written Testing-the-Waters Communication, other than those distributed with the prior consent of the Representatives that are listed on Schedule II(d) hereto; and the Company reconfirms that the Underwriters have been authorized to act on its behalf in engaging in Testing-the-Waters Communications;

(e) Each Underwriter represents and agrees that any Testing-the-Waters Communications undertaken by it were with entities that such Underwriter reasonably believes are qualified institutional buyers as defined in Rule 144A under the Act or institutions that are accredited investors as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act.

7. The Company and OpCo covenant and agree with the several Underwriters that the Company and OpCo will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s and OpCo’s counsel and accountants in connection with the registration of the Shares under the Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any Preliminary Prospectus, any Written Testing-the-Waters Communication, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, the Blue Sky Memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iii) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 5(b) hereof, including the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey; (iv) all fees and expenses in connection with listing the Shares on the Exchange; (v) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, any required review by FINRA of the terms of the sale of the Shares; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and

charges of any transfer agent or registrar; and (viii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. In addition, the Company shall pay or cause to be paid all fees and disbursements of counsel for the Underwriters in connection with the Directed Share Program and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program (provided such fees and disbursements of counsel to the underwriters in connection with the Directed Share Program and clauses (iii) and (v) above do not exceed $40,000 in the aggregate). It is understood, however, that, except as provided in this Section, and Sections 9 and 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, share transfer taxes on resale of any of the Shares by them, and any advertising expenses connected with any offers they may make.

8. The obligations of the Underwriters hereunder, as to the Shares to be delivered at each Time of Delivery, shall be subject, in their discretion, to the condition that all representations and warranties and other statements of the Company and OpCo herein are, at and as of the Applicable Time and such Time of Delivery, true and correct, the condition that the Company and OpCo shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions:

(a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; all material required to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time period prescribed for such filing by Rule 433; if the Company has elected to rely upon Rule 462(b) under the Act, the Rule 462(b) Registration Statement shall have become effective by 10:00 P.M., Washington, D.C. time, on the date of this Agreement; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose or pursuant to Section 8A of the Act shall have been initiated or threatened by the Commission; no stop order suspending or preventing the use of the Pricing Prospectus, Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction;

(b) Latham & Watkins LLP, counsel for the Underwriters, shall have furnished to you such written opinion or opinions (a form of each such opinion is attached as Annex I(a) hereto), dated such Time of Delivery, in form and substance satisfactory to you, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;

(c) Each of (i) Vinson & Elkins L.L.P., counsel for the Company, and (ii) Hinkle Shanor LLP, New Mexico counsel for the Company, shall have furnished to you their written opinion (a form of such opinion is attached as Annex I(b) hereto), dated such Time of Delivery, in form and substance reasonably satisfactory to you;

(d) On the date of the Prospectus at a time prior to the execution of this Agreement, at 9:30 a.m., New York City time, on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at such Time of Delivery, each of Deloitte & Touche LLP, EEPB Company, Grant Thornton LLP, and Weaver and Tidwell, L.L.P., shall have furnished to you a letter or letters, dated the respective dates of delivery thereof, in form and substance reasonably satisfactory to you;

(e) (i) Neither the Company, OpCo nor any of their respective subsidiaries shall have sustained since the date of the latest audited financial statements included in the Pricing Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus, and (ii) since the respective dates as of which information is given in the Pricing Prospectus there shall not have been any change, other than de minimis changes, in the shares or long-term debt of the Company, OpCo or any of their respective subsidiaries or any change or effect, or any development involving a prospective change or effect, in or affecting (x) the business, properties, general affairs, management, financial position, shareholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole, except as set forth or contemplated in the Pricing Prospectus, or (y) the ability of the Company and OpCo to perform their obligations under this Agreement, including the issuance and sale of the Shares, or to consummate the transactions contemplated in the Pricing Prospectus and the Prospectus, the effect of which, in any such case described in clause (i) or (ii), is in your judgment so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at such Time of Delivery on the terms and in the manner contemplated in the Pricing Prospectus and the Prospectus;

(f) On or after the Applicable Time (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities or preferred shares by any “nationally recognized statistical rating organization”, as defined in Section 3(a)(62) of the Exchange Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities or preferred shares;

(g) On or after the Applicable Time there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the Exchange; (ii) a suspension or material limitation in trading in the Company’s securities on the Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or, Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in your judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at such Time of Delivery on the terms and in the manner contemplated in the Pricing Prospectus and the Prospectus;

(h) The Shares to be sold at such Time of Delivery shall have been duly listed, subject to official notice of issuance, on the Exchange;

(i) The Company and OpCo shall have obtained and delivered to the Underwriters executed copies of an agreement from each officer, director, and shareholder of the Company and OpCo listed on Schedule III hereto, substantially to the effect set forth in Annex III hereto in form and substance satisfactory to you;

(j) The Company shall have complied with the provisions of Section 5(c) hereof with respect to the furnishing of prospectuses on the New York Business Day next succeeding the date of this Agreement;

(k) On the date of this Agreement and at each Time of Delivery, the Company shall have furnished to you a certificate, dated the respective dates of delivery thereof and addressed to the Underwriters, of its chief financial officer with respect to certain financial data contained in the Pricing Disclosure Package and the Prospectus, providing “management comfort” with respect to such information, in form and substance reasonably satisfactory to you; and

(l) The Company and OpCo shall have furnished or caused to be furnished to you at such Time of Delivery certificates of officers of the Company and OpCo satisfactory to you as to the accuracy of the representations and warranties of the Company and OpCo herein at and as of such Time of Delivery, as to the performance by the Company and OpCo of all of their obligations hereunder to be performed at or prior to such Time of Delivery, as to the matters set forth in subsections (a) and (e) of this Section and as to such other matters as you may reasonably request.

9. (a) The Company and OpCo will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus, any “roadshow” as defined in Rule 433(h) under the Act (a “roadshow”), any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act or any Testing-the-Waters Communication, or (i) in the case of the Registration Statement and any amendment or supplement thereto, arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) in the case of any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus, any roadshow, and “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act or any Testing-the-Waters Communication prepared or authorized by the Company, arise out of or are based on the omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other

expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company and OpCo shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus or any Testing-the-Waters Communication, in reliance upon and in conformity with the Underwriter Information.

(b) Each Underwriter, severally and not jointly, will indemnify and hold harmless the Company and OpCo against any losses, claims, damages or liabilities to which the Company and OpCo may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) in the case of the Registration Statement and any amendment or supplement thereto, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) in the case of any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus, any roadshow, and “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act or any Testing-the-Waters Communication prepared or authorized by the Company, arise out of or are based on the omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case above to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or any roadshow or any Testing-the-Waters Communication, in reliance upon and in conformity with the Underwriter Information; and will reimburse the Company and OpCo for any documented legal or other expenses reasonably incurred by the Company or OpCo in connection with investigating or defending any such action or claim as such expenses are incurred. As used in this Agreement with respect to an Underwriter and an applicable document, “Underwriter Information” shall mean the written information furnished to the Company and OpCo by such Underwriter through the Representatives expressly for use therein; it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the fifth paragraph under the caption “Underwriting”, and the information contained in the fifteenth and sixteenth paragraphs under the caption “Underwriting”.

(c) Promptly after receipt by an indemnified party under subsection (a) or (b) of this Section 9 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; provided that the failure to notify the indemnifying party shall not relieve it from any liability that it may have under the preceding paragraphs of this Section 9 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying

party shall not relieve it from any liability that it may have to an indemnified party otherwise than under the preceding paragraphs of this Section 9. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred and documented by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the prior written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d) If the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and OpCo on the one hand and the Underwriters on the other from the offering of the Shares. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and OpCo on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company and OpCo on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company and OpCo bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or OpCo on the one hand or the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, OpCo and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were

determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any documented legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint.

(e) The obligations of the Company and OpCo under this Section 9 shall be in addition to any liability which the Company and OpCo may otherwise have and shall extend, upon the same terms and conditions, to each employee, officer and director of each Underwriter and each person, if any, who controls any Underwriter within the meaning of the Act and each broker-dealer or other affiliate of any Underwriter; and the obligations of the Underwriters under this Section 9 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company or OpCo (including any person who, with his or her consent, is named in the Registration Statement as about to become a director of the Company or OpCo) and to each person, if any, who controls the Company or OpCo within the meaning of the Act.

(f)

(i) The Company and OpCo will indemnify and hold harmless the Directed Share Underwriter against any losses, claims, damages and liabilities to which the Directed Share Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims damages or liabilities (or actions in respect thereof) (x) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company and OpCo for distribution to Participants in connection with the Directed Share Program or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (y) arise out of or are based upon the failure of any Participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase, or (z) are related to, arise out of or are in connection with the Directed Share Program, and will reimburse the Directed Share Underwriter for any legal or other expenses reasonably incurred by the Directed Share Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that with respect to clauses (y) and (z) above, the Company and OpCo shall not be liable in any such case to the extent that any such loss, claim, damage or liability is finally judicially determined to have resulted from the bad faith or gross negligence of the Directed Share Underwriter.

(ii) Promptly after receipt by the Directed Share Underwriter of notice of the commencement of any action, the Directed Share Underwriter shall, if a claim in respect thereof is to be made against the Company and OpCo, notify the Company and OpCo in writing of the commencement thereof; provided that the failure to notify the Company and OpCo shall not relieve the Company and OpCo from any liability that it may have under the preceding paragraph of this Section 9(f) except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the Company and OpCo shall not relieve it from any liability that it may have to the Directed Share Underwriter otherwise than under the preceding paragraph of this Section 9(f). In case any such action shall be brought against the Directed Share Underwriter and it shall notify the Company and OpCo of the commencement thereof, the Company and OpCo shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel satisfactory to the Directed Share Underwriter (who shall not, except with the consent of the Directed Share Underwriter, be counsel to the Company or OpCo), and, after notice from the Company and OpCo to the Directed Share Underwriter of its election so to assume the defense thereof, the Company and OpCo shall not be liable to the Directed Share Underwriter under this subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by the Directed Share Underwriter, in connection with the defense thereof other than reasonable costs of investigation. The Company and OpCo shall not, without the written consent of the Directed Share Underwriter, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Directed Share Underwriter is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (x) includes an unconditional release of the Directed Share Underwriter from all liability arising out of such action or claim and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the Directed Share Underwriter.

(iii) If the indemnification provided for in this Section 9(f) is unavailable to or insufficient to hold harmless the Directed Share Underwriter under Section 9(f)(i) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then the Company and OpCo shall contribute to the amount paid or payable by the Directed Share Underwriter as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and OpCo on the one hand and the Directed Share Underwriter on the other from the offering of the Directed Shares. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then the Company and OpCo shall contribute to such amount paid or payable by the Directed Share Underwriter in such proportion as is appropriate to reflect not only

such relative benefits but also the relative fault of the Company and OpCo on the one hand and the Directed Share Underwriter on the other in connection with any statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company and OpCo on the one hand and the Directed Share Underwriter on the other shall be deemed to be in the same proportion as the total net proceeds from the offering of the Directed Shares (before deducting expenses) received by the Company and OpCo bear to the total underwriting discounts and commissions received by the Directed Share Underwriter for the Directed Shares. If the loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, the relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and OpCo on the one hand or the Directed Share Underwriter on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and OpCo and the Directed Share Underwriter agree that it would not be just and equitable if contribution pursuant to this Section 9(f)(iii) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 9(f)(iii). The amount paid or payable by the Directed Share Underwriter as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this Section 9(f)(iii) shall be deemed to include any legal or other expenses reasonably incurred by the Directed Share Underwriter in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 9(f)(iii), the Directed Share Underwriter shall not be required to contribute any amount in excess of the amount by which the total price at which the Directed Shares sold by it and distributed to the Participants exceeds the amount of any damages which the Directed Share Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

(iv) The obligations of the Company and OpCo under this Section 9(f) shall be in addition to any liability which the Company and OpCo may otherwise have and shall extend, upon the same terms and conditions, to each employee, officer and director of the Directed Share Underwriter and each person, if any, who controls the Directed Share Underwriter within the meaning of the Act and each broker-dealer or other affiliate of the Directed Share Underwriter.

10. (a) If any Underwriter shall default in its obligation to purchase the Shares which it has agreed to purchase hereunder at a Time of Delivery, you may in your discretion arrange for you or another party or other parties satisfactory to the Company to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to this Agreement with respect to such Shares.

(b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate number of such Shares to be purchased at such Time of Delivery which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Shares, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

(c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter, the Company or OpCo, except for the expenses to be borne by the Company, OpCo and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

11. The respective indemnities, rights of contribution, agreements, representations, warranties and other statements of the Company, OpCo, and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any director, officer, employee, affiliate or controlling person of any Underwriter, the Company or OpCo, or any officer or director or controlling person of the Company or OpCo, and shall survive delivery of and payment for the Shares.

12. If this Agreement shall be terminated pursuant to Section 10 hereof, neither the Company nor OpCo shall then be under any liability to any Underwriter except as provided in Sections 7 and 9 hereof; but, if for any other reason, any Shares are not delivered by or on behalf of the Company as provided herein or the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company and OpCo will reimburse the Underwriters through you for all documented out-of-pocket expenses approved in writing by you, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Shares not so delivered, but the Company and OpCo shall then be under no further liability to any Underwriter except as provided in Sections 7 and 9 hereof.

13. In all dealings hereunder, the Representatives shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by you jointly or by Goldman Sachs & Co. LLC, Barclays Capital Inc. and J.P. Morgan Securities LLC on behalf of you as the Representatives.

All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to you as the representatives in care of Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198, Attention: Registration Department; Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration; or J.P. Morgan Securities LLC, 270 Park Avenue, New York, New York 10017 (fax: (212) 622-8358); Attention Equity Syndicate Desk; and if to the Company and OpCo shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: Chief Executive Officer; provided, however, that any notice to an Underwriter pursuant to Section 9(d) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in its Underwriters’ Questionnaire, or telex constituting such Questionnaire, which address will be supplied to the Company or OpCo by you upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the underwriters to properly identify their respective clients.

14. This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and OpCo, to the extent provided in Sections 9 and 11 hereof, the officers and directors of the Company and OpCo and each person who controls the Company and OpCo or any Underwriter, or any director, officer, employee, or affiliate of any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Shares from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

15. Time shall be of the essence of this Agreement. As used herein, the term “business day” shall mean any day when the Commission’s office in Washington, D.C. is open for business.

16. The Company and OpCo acknowledge and agree that (i) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company and OpCo, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company or OpCo, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company or OpCo with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement, (iv) the Company and OpCo have each consulted their own legal and financial advisors to the extent they deemed appropriate, and (v) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation of any action by the Underwriters with respect to any entity or natural person. The Company and OpCo agree that they will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company or OpCo, in connection with such transaction or the process leading thereto.

17. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, OpCo and the Underwriters, or any of them, with respect to the subject matter hereof.

18. This Agreement and any transaction contemplated by this Agreement and any claim, controversy or dispute arising under or related thereto shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflict of laws that would result in the application of any other law than the laws of the State of New York. The Company and OpCo agree that any suit or proceeding arising in respect of this Agreement or any transaction contemplated by this Agreement will be tried exclusively in the U.S. District Court for the Southern District of New York or, if that court does not have subject matter jurisdiction, in any state court located in The City and County of New York and the Company agrees to submit to the jurisdiction of, and to venue in, such courts.

19. The Company and OpCo and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

20. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

21. Notwithstanding anything herein to the contrary, the Company and OpCo are authorized to disclose to any persons the U.S. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to the Company and OpCo relating to that treatment and structure, without the Underwriters imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment.

22. Recognition of the U.S. Special Resolution Regimes.

(a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

If the foregoing is in accordance with your understanding, please sign and return to us one for the Company and OpCo and each of the Representatives plus one for each counsel counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company and OpCo for examination upon request, but without warranty on your part as to the authority of the signers thereof.

[Signature pages to follow]



Very truly yours,

EagleRock Land, LLC

By:		/s/ Greg Pipkin Jr.
		Name: Greg Pipkin Jr.
		Title: Chief Executive Officer

EagleRock Land Operating, LLC

By:		/s/ Greg Pipkin Jr.
		Name: Greg Pipkin Jr.
		Title: Chief Executive Officer

[Signature Page to Underwriting Agreement]



Accepted as of the date hereof:

Goldman Sachs & Co. LLC

By:		/s/ Skaaren Cosse
		Name: Skaaren Cosse
		Title: Managing Director

Barclays Capital Inc.

By:		/s/ Rand Bennett
		Name: Rand Bennett
		Title: Director

J.P. Morgan Securities LLC

By:		/s/ Anabelle Trimble
		Name: Annabelle Trimble
		Title: Vice President

On behalf of each of the Underwriters

[Signature Page to Underwriting Agreement]

SCHEDULE I

[Intentionally omitted.]

SCHEDULE II

[Intentionally omitted.]

SCHEDULE III

[Intentionally omitted.]

ANNEX I(a)

FORM OF OPINION FOR COUNSEL FOR THE UNDERWRITERS

[INTENTIONALLY OMITTED.]

ANNEX I(b)

FORM OF OPINION OF COUNSEL FOR THE COMPANY

[INTENTIONALLY OMITTED.]

ANNEX II

[Intentionally omitted.]

ANNEX III

[FORM OF LOCK-UP AGREEMENT]

[SEE SEPARATE ATTACHMENT]

Exhibit 3.1

SECOND AMENDED AND RESTATED

COMPANY AGREEMENT

EAGLEROCK LAND, LLC

TABLE OF CONTENTS


		Page
ARTICLE I
DEFINITIONS
Section 1.1	Definitions		1

Section 1.2	Construction		7

ARTICLE II
ORGANIZATION

Section 2.1	Formation		7

Section 2.2	Certificate of Formation		7

Section 2.3	Name		8

Section 2.4	Registered Office; Registered Agent		8

Section 2.5	Principal Office; Principal Place of Business		8

Section 2.6	Purposes		8

Section 2.7	Powers		8

Section 2.8	Term		8

Section 2.9	Company Assets		9

ARTICLE III
MEMBERS AND SHARES

Section 3.1	Members		9

Section 3.2	Shares		10

Section 3.3	Certificates and Transfer		11

Section 3.4	Record Holders		13

Section 3.5	Splits and Combinations		13

Section 3.6	Class B Shares		14

Section 3.7	Rights of Members		14

Section 3.8	Shareholder’s Agreements		15

ARTICLE IV
DIVIDENDS

Section 4.1	Dividends		15

Section 4.2	Distributions on Liquidation		16

Section 4.3	Record Holders		16

ARTICLE V
MANAGEMENT AND OPERATION OF BUSINESS

Section 5.1	Power and Authority of Board of Directors		16



Section 5.2	Number, Qualification and Term of Office of Directors	16

Section 5.3	Classes of Directors	16

Section 5.4	Removal	17

Section 5.5	Resignations	18

Section 5.6	Vacancies	18

Section 5.7	Nomination of Directors	19

Section 5.8	Chairman of Meetings	19

Section 5.9	Place of Meetings	19

Section 5.10	Regular Meetings	19

Section 5.11	Special Meetings	19

Section 5.12	Action Without Meeting	19

Section 5.13	Notice	19

Section 5.14	Meetings by Remote Communication	20

Section 5.15	Quorum	20

Section 5.16	Waiver of Notice	20

Section 5.17	Regulations	20

Section 5.18	Minutes	21

Section 5.19	Remuneration	21

Section 5.20	Reliance by Third Parties	21

Section 5.21	Consent Rights	21

ARTICLE VI
EXCULPATION, INDEMNIFICATION, ADVANCES AND INSURANCE

Section 6.1	Exculpation	22

Section 6.2	Indemnification	22

Section 6.3	Duties of Officers and Directors	25

Section 6.4	Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties	26

Section 6.5	Outside Activities	27

ARTICLE VII
COMMITTEES

Section 7.1	Designation, Powers	28

Section 7.2	Procedure; Meetings; Quorum	28

Section 7.3	Alternate Members of Committees	28


ARTICLE VIII
OFFICERS

Section 8.1	Officers	28

Section 8.2	Chief Executive Officer	29

Section 8.3	President	29

Section 8.4	Executive Vice Presidents and Vice Presidents	29

Section 8.5	Secretary	29

Section 8.6	Treasurer	30

Section 8.7	Vacancies	30

Section 8.8	Action with Respect to Securities of Other Companies	30

Section 8.9	Delegation	30

Section 8.10	Reliance by Third Parties	30

ARTICLE IX
BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 9.1	Records and Accounting	31

Section 9.2	Fiscal Year	31

Section 9.3	Reports	31

ARTICLE X
TAX MATTERS

Section 10.1	Tax Elections	31

Section 10.2	Withholding	32

ARTICLE XI
DISSOLUTION AND LIQUIDATION

Section 11.1	Dissolution	32

Section 11.2	Liquidator	32

Section 11.3	Liquidation	33

Section 11.4	Cancellation of Certificate of Formation	33

Section 11.5	Return of Contributions	33

Section 11.6	Waiver of Partition	33

ARTICLE XII
AMENDMENT OF AGREEMENT

Section 12.1	General	34

Section 12.2	Shareholder Amendments	34

Section 12.3	Amendments to be Adopted Solely by the Board of Directors	34

Section 12.4	Amendment Requirements	35

iii


ARTICLE XIII
MERGER, CONSOLIDATION OR CONVERSION

Section 13.1	Authority	36

Section 13.2	Procedure for Merger, Consolidation or Conversion	36

Section 13.3	Approval by Members of Merger, Consolidation or Conversion or Sales of Substantially All of the Company’s Assets	37

Section 13.4	Certificate of Merger	38

Section 13.5	Effect of Merger	38

Section 13.6	Certain Merger Rights	39

ARTICLE XIV
MEMBER MEETINGS

Section 14.1	Member Meetings	39

Section 14.2	Notice of Meetings of Members	40

Section 14.3	Record Date	41

Section 14.4	Adjournment	41

Section 14.5	Waiver of Notice; Approval of Meeting	41

Section 14.6	Quorum; Required Vote for Member Action; Voting for Directors	42

Section 14.7	Conduct of a Meeting; Member Lists	43

Section 14.8	Action Without a Meeting	43

Section 14.9	Voting and Other Rights	44

Section 14.10	Proxies and Voting	44

Section 14.11	Notice of Member Business and Nominations	45

ARTICLE XV
GENERAL PROVISIONS

Section 15.1	Addresses and Notices	51

Section 15.2	Further Action	52

Section 15.3	Binding Effect	52

Section 15.4	Integration	52

Section 15.5	Creditors	53

Section 15.6	Waiver	53

Section 15.7	Third-Party Beneficiaries	53

Section 15.8	Rights of Members Independent	53

Section 15.9	Counterparts	53

Section 15.10	Applicable Law; Jurisdiction; Waiver of Jury Trial	53

Section 15.11	Derivative Proceedings	54

Section 15.12	Invalidity of Provisions	54

Section 15.13	Consent of Members	55

Section 15.14	Expenses	55

Section 15.15	Facsimile Signatures	55

SECOND AMENDED AND RESTATED

COMPANY AGREEMENT OF EAGLEROCK LAND, LLC

This SECOND AMENDED AND RESTATED COMPANY AGREEMENT OF EAGLEROCK LAND, LLC, is dated as of May 15, 2026 (this “Agreement”). Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in Section 1.1.

WHEREAS, the Company was formed under the TBOC pursuant to a certificate of formation filed with the Secretary of State of the State of Texas on December 1, 2025, and a Limited Liability Company Agreement of EagleRock Land, LLC, dated as of December 1, 2025;

WHEREAS, prior to the date hereof and pursuant to the TBOC, the Company was governed by that certain First Amended and Restated Company Agreement of EagleRock Land, LLC, dated as of April 15, 2026 (the “First A&R Company Agreement”); and

WHEREAS, the Board of Directors of the Company has authorized and approved an amendment and restatement of the First A&R Company Agreement on the terms set forth herein.

NOW THEREFORE, the First A&R Company Agreement is hereby amended and restated to read in its entirety as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.

“Affiliate” has the meaning ascribed to such term in Rule 12b-2 promulgated under the Exchange Act.

“Agreement” has the meaning assigned to such term in the preamble of this Agreement.

“Board of Directors” has the meaning assigned to such term in Section 5.1.

“Business Day” means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America or the State of New York shall not be regarded as a Business Day.

“Capital Contribution” means any cash, cash equivalents or the value of contributed property that a Member contributes to the Company pursuant to this Agreement.

“Certificate” means a certificate in such form as may be adopted by the Board of Directors, issued by the Company evidencing ownership of one or more Shares.

“Certificate of Formation” means the Certificate of Formation of the Company filed with the Secretary of State of the State of Texas as referenced in Section 2.2, as such Certificate of Formation may be amended, supplemented or restated from time to time.

“Chairman of the Board” has the meaning assigned to such term in Section 5.8.

“Class A Share” means a Class A share representing a limited liability company interest in the Company.

“Class B Share” means a Class B share representing a limited liability company interest in the Company.

“Close of Business” has the meaning assigned to such term in Section 14.11(d).

“Closing Date” means the first date on which Class A Shares are delivered by the Company to the Underwriters pursuant to the provisions of the Underwriting Agreement.

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding Law).

“Commission” means the U.S. Securities and Exchange Commission, including any governmental body or agency succeeding to the functions thereof.

“Common Shares” means any Shares that are not Preferred Shares, including Class A Shares and Class B Shares.

“Company” means EagleRock Land, LLC, a Texas limited liability company, and any successors thereto.

“Company Group” means the Company and each Subsidiary of the Company.

“Conflicts Committee” means an ad hoc committee of the Board of Directors comprised entirely of one or more Independent Directors empaneled by the Board of Directors by resolution establishing its roles and responsibilities that is formed to review and approve or reject any transaction, activity, arrangement or circumstance involving a conflict of interest or a potential conflict of interest between a Sponsor, one or more Directors, Officers, equity owners or their respective Affiliates, on the one hand, and the Company, any Group Member or any Member other than a Sponsor, on the other.

“Consolidated Adjusted EBITDA” means the Company’s and its consolidated Subsidiaries’ net income (loss) before interest; taxes; depreciation, amortization, depletion and accretion; share-based compensation; and other extraordinary and/or non-recurring expenses deducted in calculating Adjusted EBITDA as publicly disclosed by the Company for the most recently completed fiscal period.

“Derivative Instrument” has the meaning assigned to such term in Section 14.11(a)(ii)(A).

“Designated Director” means any Director who may be elected by the holders of any class or series of Shares specified in the related Share Designation for such class or series to the extent provided therein.

“Director” means a member of the Board of Directors.

“Dividend” means any distribution by the Company to a holder of a Share other than (a) a return of some or all of the Capital Contribution related to such Share or (b) a distribution upon liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary.

“Double Eagle” means Double Eagle IV Midco, LLC.

“EagleRock Land Operating” means EagleRock Land Operating, LLC, a Texas limited liability company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (or any corresponding provisions of succeeding Law).

“First A&R Company Agreement” has the meaning assigned to such term in the preamble of this Agreement.

“Foreign Action” has the meaning assigned to such term in Section 15.10(d).

“FSC Enforcement Action” has the meaning assigned to such term in Section 15.10(d).

“Good Faith” means, when applied to the actions or omissions of a Person, that at the time of such action or omission such Person held a subjective belief that such action or omission is in, or not opposed to, the best interests of the Company Group.

“Governmental Entity” means any court, administrative agency, regulatory body, commission or other governmental authority, board, bureau or instrumentality, domestic or foreign and any subdivision thereof.

“Group Member” means a member of the Company Group.

“Group Member Agreement” means the partnership agreement of any Group Member that is a limited or general partnership, the limited liability company agreement of any Group Member, other than the Company, that is a limited liability company, the certificate of incorporation and bylaws or similar organizational documents of any Group Member that is a corporation, the joint venture agreement or similar governing document of any Group Member that is a joint venture and the governing or organizational or similar documents of any other Group Member that is a Person other than a limited or general partnership, limited liability company, corporation or joint venture, as such may be amended, supplemented or restated from time to time.

“Indemnified Person” means (a) any Person who is or was a Director or Officer, (b) any Person who is or was serving at the request of the Company or any of its Subsidiaries as an officer, director, member, manager, partner, fiduciary or trustee of another Person (including any Group Member); provided, that a Person shall not be an Indemnified Person by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (c) the Sponsors and (d) any Person the Board of Directors designates as an “Indemnified Person” for purposes of this Agreement.

“Independent Director” means a Director who is determined by the Board of Directors to meet the then current independence and other standards established by the Exchange Act and by each National Securities Exchange on which Shares are listed for trading and, for the purposes of service on a Conflicts Committee, is determined to be independent with respect to any transaction, activity, arrangement or circumstance to be evaluated by such Conflicts Committee.

“IPO” means the initial offering and sale of Class A Shares to the public, as described in the Registration Statement.

“Law” means any statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law) of any Governmental Entity.

“Liquidation Date” means the date on which an event giving rise to the dissolution, winding up and termination of the Company occurs.

“Liquidator” means one or more Persons selected by the Board of Directors to perform the functions described in Section 11.2 as liquidating trustee of the Company within the meaning of the TBOC.

“Member” means each member of the Company, including any Person admitted as a member of the Company in accordance with this Agreement.

“Member Associated Person” has the meaning assigned to such term in Section 14.11(d).

“Merger Agreement” has the meaning assigned to such term in Section 13.1.

“National Securities Exchange” means an exchange registered with the Commission under Section 6(a) of the Exchange Act.

“Officers” has the meaning assigned to such term in Section 8.1(a).

“OpCo Agreement” means the Amended and Restated Company Agreement of EagleRock Land Operating, as it may be amended, restated, supplemented and otherwise modified from time to time.

“OpCo Units” has the meaning assigned to such term in Section 3.3(g).

“Outstanding” means, with respect to any class or series of Shares, all such Shares that are issued by the Company and reflected as outstanding on the Company’s books and records as of the date of determination, excluding any such Shares held in the Company’s treasury.

“Percentage Interest” means, as of any date of determination, (a) as to any Class A Shares, the product obtained by multiplying (i) 100% less the percentage applicable to the Shares referred to in clause (c) by (ii) the quotient obtained by dividing (x) the number of such Class A Shares by (y) the total number of all Outstanding Class A Shares, (b) as to any Class B Shares, 0%, and (c) as to any other Shares, the percentage established for such Shares by the Board of Directors as a part of the issuance of such Shares.

“Person” means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, as well as any group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act.

“Preferred Shares” means a class of Shares that entitles the Record Holders thereof to a preference or priority over the Record Holders of any other class of Shares in (a) the right to share profits or losses or items thereof, (b) the right to share in Dividends, or (c) rights upon dissolution or liquidation of the Company.

“Public Announcement” has the meaning assigned to such term in Section 14.11(d).

“Quarter” means, unless the context requires otherwise, a fiscal quarter, or, with respect to the fiscal quarter in which the Closing Date occurs, the portion of such fiscal quarter after the Closing Date, of the Company.

“Record Date” means the date established by the Board of Directors for determining (a) the identity of the Record Holders entitled to notice of, or to vote at, any meeting of Members or entitled to exercise rights in respect of any lawful action of Members or (b) the identity of Record Holders entitled to receive any report or Dividend or to participate in any offer.

“Record Holder” or “holder” means (a) with respect to any Class A Shares or Class B Shares, the Person in whose name such Shares are registered on the books of the Transfer Agent as of the opening of business on a particular Business Day, and (b) with respect to any Shares of any other class, the Person in whose name such Shares are registered on the books that the Company has caused to be kept as of the opening of business on such Business Day.

“Registration Statement” means the Registration Statement on Form S-1 (Registration No. 333-295113) as it has been or as it may be amended or supplemented from time to time, filed by the Company with the Commission under the Securities Act to register the IPO.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (or any corresponding provisions of succeeding Law).

“Share” means a share issued by the Company that evidences a Member’s limited liability company interest in, and rights, powers and duties with respect to, the Company pursuant to this Agreement and the TBOC. Shares may be Common Shares or Preferred Shares and may be issued in different classes or series.

“Share Designation” has the meaning assigned to such term in Section 3.2(c).

“Share Majority” means a majority of the total votes that may be cast generally in the election of Directors (other than a Designated Director) by holders of all Outstanding Voting Shares, voting together as a single class.

“Shareholder’s Agreements” means those certain Shareholder’s Agreements, dated as of even date herewith, by and among the Company and the Sponsors.

“Solicitation Statement” has the meaning assigned to such term in Section 14.11(a)(ii)(A).

“Special Approval” means, with respect to any transaction, activity, arrangement or circumstance, that (a) such transaction, activity, arrangement or circumstance has been specifically approved by a majority of the members of a Conflicts Committee, or (b) it complies with any applicable rules or guidelines established by a Conflicts Committee, with respect to categories of transactions, activities, arrangements or circumstances that are deemed approved by a Conflicts Committee.

“Sponsors” has the meaning assigned to such term in the Shareholder’s Agreements.

“Subsidiary” means, with respect to any Person, as of any date of determination, any other Person as to which such Person owns or otherwise controls, directly or indirectly, more than 50% of the voting shares or other similar interests or a sole general partner interest or managing member or similar interest of such Person. EagleRock Land Operating and its Subsidiaries shall be deemed to be Subsidiaries of the Company.

“Surviving Business Entity” has the meaning assigned to such term in Section 13.2(a)(ii).

“TBOC” means the Texas Business Organizations Code, as amended (or any corresponding provisions of succeeding Law).

“transfer” means, with respect to a Share, a transaction by which the Record Holder of a Share assigns such Share to another Person who is or is admitted as a Member in accordance with this Agreement, and includes a sale, assignment, gift, exchange or any other disposition by Law or otherwise, including any transfer upon foreclosure of any pledge, encumbrance, hypothecation or mortgage.

“Transfer Agent” means, with respect to any class of Shares, such bank, trust company or other Person (including the Company or one of its Affiliates) as shall be appointed from time to time by the Company to act as registrar and transfer agent for such class of Shares; provided that if no Transfer Agent is specifically designated for such class of Shares, the Company shall act in such capacity.

“Trigger Event” means the first date on which the Sponsors no longer have the right to designate at least a majority of the Board of Directors pursuant to the Shareholder’s Agreements.

“Underwriter” means each Person named as an underwriter in the Underwriting Agreement who is obligated to purchase Class A Shares pursuant thereto.

“Underwriting Agreement” means the Underwriting Agreement to be entered into by the Company providing for the sale of Class A Shares in the IPO.

“Unrestricted Party” has the meaning assigned to such term in Section 6.5(a).

“U.S. GAAP” means United States generally accepted accounting principles, as in effect from time to time, consistently applied.

“Voting Commitment” has the meaning assigned to such term in Section 14.11(a)(ii)(D).

“Voting Shares” means the Class A Shares, the Class B Shares and any other class or series of Shares issued after the date of this Agreement that entitle the Record Holder thereof to vote in the election of Directors (other than a Designated Director), voting together as a single class.

Section 1.2 Construction. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(a) all accounting terms not otherwise defined herein have the meanings assigned under U.S. GAAP;

(b) all references to currency, monetary values and dollars set forth herein shall mean United States dollars and all payments hereunder shall be made in United States dollars;

(c) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated;

(d) whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”;

(e) “or” is not exclusive;

(f) pronouns of either gender or neuter shall include, as appropriate, the other pronoun forms;

(g) the terms “in writing,” “written communications,” “written notice” and words of similar import shall be deemed satisfied under this Agreement by use of e-mail and other forms of electronic communication; and

(h) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement.

ARTICLE II

ORGANIZATION

Section 2.1 Formation. The Company has been formed as a limited liability company pursuant to the provisions of the TBOC upon the terms, provisions and conditions herein set forth.

Section 2.2 Certificate of Formation. The Certificate of Formation has been filed with the Secretary of State of the State of Texas as required by the TBOC, with such filing being hereby confirmed, ratified and approved in all respects. The Board of Directors shall use all reasonable efforts to cause to be filed such other certificates or documents that it determines to be necessary or appropriate for the formation, continuation, qualification and operation of a limited liability company in the State of Texas or any other state in which the Company may elect to do business or own property. To the extent that the Board of Directors determines such action to be necessary

or appropriate, the Board of Directors shall direct the appropriate Officers of the Company to file amendments to and restatements of the Certificate of Formation and do all things to maintain the Company as a limited liability company under the Laws of the State of Texas or of any other state in which the Company may elect to do business or own property, and any such Officer so directed shall be an “authorized person” of the Company within the meaning of the TBOC for purposes of filing any such certificate with the Secretary of State of the State of Texas. The Company shall not be required, before or after filing, to deliver or mail a copy of the Certificate of Formation, any qualification document or any amendment thereto to any Member.

Section 2.3 Name. The name of the Company shall be “EagleRock Land, LLC.” The Company’s business may be conducted under any other name or names, as determined by the Board of Directors. The words “Limited Liability Company,” “LLC,” or similar words or letters shall be included in the Company’s name where necessary for the purpose of complying with the Laws of any jurisdiction that so requires. The Board of Directors may change the name of the Company at any time and from time to time and shall notify the Members of such change within a reasonable time.

Section 2.4 Registered Office; Registered Agent. Unless and until changed by the Board of Directors, the registered office of the Company in the State of Texas shall be located at 1999 Bryan St., Suite 900, Dallas, Texas 75201-3136, Dallas County, and the registered agent for service of process on the Company in the State of Texas at such registered office shall be Capitol Services, Inc.

Section 2.5 Principal Office; Principal Place of Business. Unless and until changed by the Board of Directors, the principal office of the Company shall be located at 9655 Katy Freeway, Suite 375, Houston, Texas 77024 or such other place as the Board of Directors may from time to time designate by notice to the Members. The Company may maintain offices at such other place or places within or outside the State of Texas as the Board of Directors determines to be necessary or appropriate. The principal place of business of the Company shall be located in such place as is determined by the Board of Directors from time to time.

Section 2.6 Purposes. The purpose of the Company shall be to engage in any business activity that lawfully may be conducted by a limited liability company organized under the Laws of the State of Texas and, in connection therewith, to exercise all of the rights and powers conferred upon it pursuant to the agreements relating to such business activity.

Section 2.7 Powers. The Company shall be empowered and authorized to do, take, and engage in any and all acts and things necessary, appropriate, desirable, advisable, ancillary or incidental for the furtherance and accomplishment of the purposes described in Section 2.6.

Section 2.8 Term. The Company’s term commenced upon the filing of the Certificate of Formation in accordance with the TBOC and shall be perpetual, unless and until it is dissolved, its affairs are wound up and it is terminated in accordance with the provisions of Article XI. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate of Formation as provided in the TBOC.

Section 2.9 Company Assets. Company assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Company as an entity, and no Member, Director or Officer, individually or collectively, shall have any ownership interest in such Company assets or any portion thereof. Title to any or all of the Company assets may be held in the name of the Company or one or more nominees, as the Board of Directors may determine. All Company assets shall be recorded as the property of the Company in its books and records, irrespective of the name in which record title to such Company assets is held.

ARTICLE III

MEMBERS AND SHARES

Section 3.1 Members.

(a) A Person shall be admitted as a Member and shall become bound by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share and becomes the Record Holder of such Share in accordance with the provisions of this Article III. A Person may become a Record Holder and, thus, a Member, without the consent or approval of any other Member. A Person may not become a Member without becoming a Record Holder of a Share.

(b) The name and mailing address of each Record Holder shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. The Secretary of the Company shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable).

(c) Except as otherwise provided in the TBOC, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member.

(d) Subject to Articles XIII and XIV, Members may not be expelled from or removed as Members. Members shall not have any right to withdraw from the Company; provided, that when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member shall cease to be a Member with respect to the Shares so transferred. For the avoidance of doubt, Section 101.205 of the TBOC shall not apply to such cessation of membership.

(e) Except to the extent expressly provided in this Agreement (including any Share Designation): (i) no Member shall be entitled to the withdrawal or return of its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by Law and then only to the extent provided for in this Agreement; (ii) except as otherwise expressly provided in this Agreement or with respect to a Share Designation, no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses, Dividends or rights upon dissolution or liquidation of the Company; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company, by reason of being a Member.

(f) Any Member, including the Sponsors, shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company Group, and none of the same shall constitute a breach of this Agreement or any duty (including fiduciary duties) otherwise existing at Law, in equity or otherwise to any Group Member or Member. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Section 3.2 Shares.

(a) The Company may issue Shares, and options, rights, warrants and appreciation rights relating to Shares, for any Company purpose at any time and from time to time to such Persons for such consideration (which may be cash, property, services or any other lawful consideration) or for no consideration and on such terms and conditions as the Board of Directors shall determine, all without the approval of any Member. Each Share shall have the rights and be governed by the provisions set forth in this Agreement (including any Share Designation). Except to the extent expressly provided in this Agreement (including any Share Designation), no Shares shall entitle any Member to any preemptive, conversion, preferential, or similar rights with respect to the issuance of Shares.

(b) As of the date of this Agreement, two classes of Shares have been designated: Class A Shares and Class B Shares. The Class A Shares and the Class B Shares shall entitle the Record Holders thereof to one vote per Share on any and all matters submitted for the consent or approval of Members generally, and shall vote together as a single class, except as otherwise provided by Law or this Agreement.

(c) In addition to the Class A Shares and the Class B Shares Outstanding on the date hereof, and without the consent or approval of any Member, additional Shares may be issued by the Company in one or more classes or series, with such designations, preferences, rights, powers, qualifications, limitations and restrictions (which may be junior to, equivalent to, or senior or superior to, any existing classes of Shares), as shall be fixed by the Board of Directors and reflected in a written action or actions approved by the Board of Directors in compliance with Section 5.1 and subject to any limitations prescribed by Law (each, a “Share Designation”), including: (i) whether or not the class or series is to have voting rights, full, special or limited, or is to be without voting rights, and whether or not such class or series is to be entitled to vote as a separate class or series either alone or together with the holders of one or more other classes or series of Shares; (ii) the right to share Company profits and losses or items thereof; (iii) the Dividend rate, whether Dividends are payable in cash, Shares or other property, the conditions upon which and the times when such Dividends are payable, the preference to or the relation to the payment of Dividends payable on any other class or classes or series of Shares, whether or not such Dividends shall be cumulative or noncumulative, and if cumulative, the date or dates from which such Dividends shall accumulate; (iv) rights upon termination, dissolution and liquidation of the Company; (v) whether, and the terms and conditions upon which, the Company may redeem the Shares; (vi) whether such Shares are issued with the privilege of redemption, conversion or

exchange and, if so, the redemption, conversion or exchange price or prices or rate or rates, or any adjustments thereto, the date or dates on which, or the period or periods during which, the shares will be redeemable, convertible or exchangeable and all other terms and conditions upon which the redemption, conversion or exchange may be made; (vii) the terms and conditions upon which such Shares will be issued, evidenced by certificates and assigned or transferred; (viii) the method for determining the Percentage Interest, if any, applicable to such Shares; (ix) the terms and amounts of any sinking fund provided for the purchase or redemption of Shares of the class or series; (x) whether there will be restrictions on the issuance of Shares of the same class or series or any other class or series; and (xi) the right, if any, of the holder of each such Share to vote on Company matters, including matters relating to the relative rights, preferences and privileges of such Shares. A Share Designation (or any resolution of the Board of Directors amending any Share Designation) shall be effective when a duly executed original of the same is delivered to the Secretary of the Company for inclusion among the permanent records of the Company, and shall be annexed to, and constitute part of, this Agreement. Unless otherwise provided in the applicable Share Designation, the Board of Directors may at any time increase or decrease the authorized amount of Shares of any class or series, but not below the number of Shares of such class or series then Outstanding.

(d) The Company is authorized to issue an unlimited number of Shares in one or more classes, or one or more series of any such classes as shall be fixed by the Board of Directors. All Shares issued pursuant to, and in accordance with the requirements of, this Article III shall be validly issued Shares, except to the extent otherwise provided in the TBOC or this Agreement (including any Share Designation).

(e) The Board of Directors may, without the consent or approval of any Members, amend this Agreement and make any filings under the TBOC or otherwise to the extent the Board of Directors determines that it is necessary or desirable in order to effectuate any issuance of Shares pursuant to this Article III, including an amendment of Section 3.2(d).

Section 3.3 Certificates and Transfer.

(a) Notwithstanding anything to the contrary herein, unless the Board of Directors shall determine otherwise in respect of some or all of any or all classes of Shares, Shares shall not be evidenced by certificates. Certificates that are issued shall be executed on behalf of the Company by the Chairman of the Board, President, Chief Executive Officer or any Executive Vice President or Vice President and the Chief Financial Officer or the Secretary or any Assistant Secretary of the Company. No Certificate for a class or series of Shares shall be valid for any purpose until it has been countersigned by the Transfer Agent for such class or series of Shares; provided, however, that if the Board of Directors elects to cause the Company to issue Shares of such class or series in global form, the Certificate shall be valid upon receipt of a certificate from the Transfer Agent certifying that the Shares have been duly registered in accordance with the directions of the Company. The Shares shall be entered in the books of the Company as they are issued and shall exhibit the holder’s name and number of Shares. The Shares shall be transferred on the books of the Company, which may be maintained by a third-party registrar or the Transfer Agent, by the holder thereof in person or by his attorney, upon surrender for cancellation of certificates for at least the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the

signature as the Company or its agents may reasonably require or upon receipt of proper transfer instructions from the registered holder of uncertificated Shares and upon compliance with appropriate procedures for transferring Shares in uncertificated form, at which time the Company shall issue a new certificate to the Person entitled thereto (if the Shares are then represented by certificates), cancel the old certificate and record the transaction upon its books.

(b) By acceptance of the transfer of any Share, each transferee of a Share (including any nominee holder or an agent or representative acquiring such Shares for the account of another Person) (i) shall be admitted to the Company as a Member with respect to the Shares so transferred to such transferee when any such transfer or admission is reflected in the books and records of the Company, (ii) shall be deemed to agree to be bound by the terms of this Agreement, (iii) shall become the Record Holder of the Shares so transferred, (iv) grants powers of attorney to the Officers of the Company and any Liquidator of the Company, as specified herein, and (v) makes the consents and waivers contained in this Agreement. The transfer of any Shares and the admission of any new Member shall not constitute an amendment to this Agreement.

(c) Each certificated Share shall be signed, countersigned and registered in the manner required by this Agreement. In case any Officer, the Transfer Agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such Officer, Transfer Agent or registrar before such certificate is issued, it may be issued by the Company with the same effect as if he or she were such Officer, Transfer Agent or registrar at the date of issue.

(d) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate Officers on behalf of the Company shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and class or series of Shares as the Certificate so surrendered. The appropriate Officers on behalf of the Company shall execute, and the Transfer Agent shall countersign and deliver, a new Certificate in place of any Certificate previously issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the Company, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the Company has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with surety or sureties and with fixed or open penalty as the Company may direct to indemnify the Company and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the Company. If a Member fails to notify the Company within a reasonable time after he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Shares represented by the Certificate is registered before the Company or the Transfer Agent receives such notification, the Member shall, to the fullest extent permitted by Law, be precluded from making any claim against the Company or the Transfer Agent for such transfer or for a new Certificate. As a condition to the issuance of any new Certificate under this Section 3.2(d), the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

(e) The Board of Directors shall have the power and authority to make all such rules and regulations concerning the issue, transfer and registration or the replacement of certificates for Shares. The Company may enter into additional agreements with Members to restrict the transfer of Shares in any manner not prohibited by the TBOC.

(f) Nothing contained in this Agreement shall preclude the settlement of any transactions involving Shares entered into through the facilities of any National Securities Exchange on which such Shares are listed for trading.

(g) Notwithstanding the foregoing, no Class B Shares may be transferred unless a corresponding number of units representing limited liability company interests (“OpCo Units”) of EagleRock Land Operating are transferred therewith in accordance with the OpCo Agreement.

Section 3.4 Record Holders. The Company shall be entitled to recognize the Record Holder as the owner of a Share and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such Share on the part of any other Person, regardless of whether the Company shall have actual or other notice thereof, except as otherwise provided by Law or any applicable rule, regulation, guideline or requirement of any National Securities Exchange on which such Shares are listed for trading. Without limiting the foregoing, when a Person (such as a broker, dealer, bank, trust company or clearing corporation or an agent of any of the foregoing) is acting as nominee, agent or in some other representative capacity for another Person in acquiring and/or holding Shares, as between the Company on the one hand, and such other Persons on the other, such representative Person shall be the Record Holder of such Shares.

Section 3.5 Splits and Combinations.

(a) The Company may make a pro rata Dividend of Shares of any class or series to all Record Holders of such class or series of Shares, or may effect a subdivision or combination of Shares of any class or series so long as, after any such event and subject to the effect of Section 3.5(d) below, each Member shall have the same Percentage Interest in the Company as before such event, and any amounts calculated on a per Share basis or stated as a number of Shares are proportionately adjusted. Notwithstanding the foregoing, in no event shall either Class A Shares or Class B Shares be split, divided, or combined unless the Outstanding Shares of the other class shall be proportionately split, divided or combined, and a corresponding number of OpCo Units are split, divided or combined in accordance with the OpCo Agreement.

(b) Whenever such a Dividend, subdivision or combination of Shares is declared, the Board of Directors may select a Record Date as of which the Dividend, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder. Such Record Date shall not precede the date upon which the resolution fixing the Record Date is adopted and shall not be more than 60 nor less than 10 days prior to such action.

(c) Promptly following any such Dividend, subdivision or combination, the Company may issue Certificates to the Record Holders of Shares as of the applicable Record Date representing the new number of Shares held by such Record Holders, or the Board of Directors may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Outstanding Shares, the Company shall require, as a condition to the delivery to a Record Holder of such new Certificate, the surrender of any Certificate held by such Record Holder immediately prior to such Record Date.

(d) The Company shall not issue fractional Shares upon any Dividend, subdivision or combination of Shares. If a Dividend, subdivision or combination of Shares would otherwise result in the issuance of fractional Shares, each fractional Share shall be rounded to the nearest whole Share (and a 0.5 Share shall be rounded to the next higher Share).

Section 3.6 Class B Shares. Class B Shares shall be redeemable for Class A Shares on the terms and subject to the conditions set forth in the OpCo Agreement. The Company will at all times reserve and keep available out of its authorized but unissued Class A Shares, solely for the purpose of issuance upon Redemption (as defined in the OpCo Agreement) of the Outstanding Class B Shares for Class A Shares pursuant to the OpCo Agreement, such number of Class A Shares that shall be issuable upon any such Redemption pursuant to the OpCo Agreement; provided that nothing contained herein shall be construed to preclude EagleRock Land Operating or the Company from satisfying its rights or obligations in respect of any such Redemption of Class B Shares pursuant to the OpCo Agreement by delivering to the holder of such Class B Shares upon such Redemption cash in lieu of Class A Shares in the amount permitted by and provided in the OpCo Agreement or Class A Shares held in the treasury of the Company. All Class A Shares issued upon any such Redemption will, upon issuance in accordance with the OpCo Agreement, be validly issued, fully paid and non-assessable (except as such non-assessability may be limited by Sections 101.206 and 101.613 of the TBOC).

Section 3.7 Rights of Members.

(a) Each Member shall have the right, for a purpose that is reasonably related, as determined by the Board of Directors, to such Member’s interest as a Member in the Company, upon reasonable written demand stating the purpose of such demand and at such Member’s own expense, to obtain the following documents (which shall be deemed satisfied by virtue of the Company publicly filing such documents via EDGAR):

(i) the Company’s most recent annual report and any subsequent quarterly or periodic reports required to be filed with the Commission pursuant to Section 13(a) of the Securities Exchange Act;

(ii) a copy of other publicly available documents that the Company has filed with or furnished to the Commission; and

(iii) a copy of this Agreement and the Certificate of Formation and all amendments thereto, together with copies of the executed copies of all powers of attorney pursuant to which this Agreement, the Certificate of Formation and all amendments thereto have been executed.

(b) The rights pursuant to Section 3.7(a) replace in their entirety any rights to information provided for in Section 101.502(a) of the TBOC. Each of the Members, each other Person who acquires an interest in a Share and each other Person bound by this Agreement hereby agrees to the fullest extent permitted by Law that such Person does not have any rights as a Member to receive any information either pursuant to the TBOC or otherwise except for the information identified in Section 3.7(a).

(c) The Company may keep confidential from the Members, for such period of time as the Board of Directors deems reasonable, (i) any information that the Board of Directors reasonably believes to be in the nature of trade secrets or (ii) other information the disclosure of which the Board of Directors believes (A) is not in the best interests of the Company Group, (B) could damage the Company Group or its business or (C) that any Group Member is required by Law or by agreement with any third party to keep confidential (other than agreements with Affiliates of the Company the primary purpose of which is to circumvent the obligations set forth in this Section 3.7).

Section 3.8 Shareholder’s Agreements. The Company and each Sponsor entered into a Shareholder’s Agreement, which sets forth certain agreements among them, including with respect to the designation of nominees for the Board of Directors. In the event of any conflict between the terms of this Agreement and the terms of the Shareholder’s Agreements, the terms of the Shareholder’s Agreements shall control. Any person purchasing or otherwise acquiring any interest in any Shares shall be deemed to have notice of and consented to the provisions of the Shareholder’s Agreements.

ARTICLE IV

DIVIDENDS

Section 4.1 Dividends. Subject to the prior rights and preferences, if any, applicable to any class or series of Shares specified in the related Share Designation or any series thereof, the holders of Class A Shares shall be entitled to receive ratably in proportion to the number of Class A Shares held by them such Dividends (payable in cash, Shares or otherwise), if any, as may be declared thereon by the Board of Directors at any time and from time to time out of any assets of the Company legally available therefor. Dividends shall not be declared or paid on the Class B Shares unless (a) the Dividend consists of Class B Shares or of rights, options, warrants or other securities convertible or exercisable into, or exchangeable or redeemable for, Class B Shares paid proportionally with respect to each Outstanding Class B Share and (b) a Dividend consisting of Class A Shares or of rights, options, warrants or other securities convertible or exercisable into, or exchangeable or redeemable for, Class A Shares on equivalent terms is simultaneously paid to the holders of Class A Shares. If Dividends are declared on the Class A Shares or the Class B Shares that are payable in Common Shares, or securities convertible into, or exercisable or exchangeable or redeemable for, Common Shares, the Dividends payable to the holders of Class A Shares shall be paid only in Class A Shares (or securities convertible into, or exercisable or exchangeable or redeemable for, Class A Shares), the Dividends payable to the holders of Class B Shares shall be paid only in Class B Shares (or securities convertible into, or exercisable or exchangeable or redeemable for, Class B Shares), and such Dividends shall be paid in the same number of Shares (or fraction thereof) on a per share basis of the Class A Shares and Class B Shares, respectively (or securities convertible into, or exercisable or exchangeable or redeemable for, the same number of Shares (or fraction thereof) on a per share basis of the Class A Shares and Class B Shares, respectively). In no event shall either Class A Shares or Class B Shares be split, divided, or combined unless the Outstanding Shares of the other class shall be proportionately split, divided or combined.

Section 4.2 Distributions on Liquidation. Notwithstanding Section 4.1, in the event of the dissolution and liquidation of the Company, all proceeds received during or after the end of any Quarter in which the Liquidation Date occurs shall be applied and distributed solely in accordance with, and subject to the terms and conditions of, Section 11.3.

Section 4.3 Record Holders. Each Dividend in respect of a Class A Share shall be paid by the Company, directly or through the Transfer Agent or through any other Person or agent, only to the Record Holder of such Class A Share as of the Record Date set for such Dividend. Such payment shall constitute full payment and satisfaction of the Company’s liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise.

ARTICLE V

MANAGEMENT AND OPERATION OF BUSINESS

Section 5.1 Power and Authority of Board of Directors. Except as otherwise expressly provided in this Agreement, the business and affairs of the Company shall be managed by or under the direction of a board of directors (the “Board of Directors”). The Directors shall constitute “managers” within the meaning of the TBOC. No Member, by virtue of its status as such, shall have any management power over the business and affairs of the Company or actual or apparent authority to enter into, execute or deliver contracts on behalf of, or to otherwise bind, the Company. Except as otherwise expressly provided in this Agreement, in addition to the powers that now or hereafter can be granted to managers under the TBOC and to all other powers granted under any other provision of this Agreement, the Board of Directors shall, subject to the restrictions imposed by Law or the Certificate of Formation, have full power and authority to exercise all the powers of the Company. The provisions of this Article V and other related provisions of this Agreement shall be deemed to replace the provisions of Chapter 101, Subchapter G of the TBOC.

Section 5.2 Number, Qualification and Term of Office of Directors. The number of Directors which shall constitute the whole Board of Directors shall be seven (7) at the time of the execution of this Agreement. After completion of the IPO, the number of Directors which shall constitute the whole Board of Directors shall be determined from time to time by resolution adopted by a majority of the Board of Directors then in office, subject to the terms of the Shareholder’s Agreements, Section 5.21 hereof, and the rights of the holders of any class or series of Shares specified in the related Share Designation, if applicable, but shall consist of not less than seven (7) Directors. No decrease in the number of authorized Directors constituting the Board of Directors shall shorten the term of any incumbent Director.

Section 5.3 Classes of Directors.

(a) Until the Trigger Event, the Directors, other than those who may be elected by the holders of any class or series of Shares specified in the related Share Designation to the extent provided therein, shall consist of a single class, with the initial term of office to expire at the next annual meeting of Members following the date hereof, and each Director shall hold office

until his or her successor shall have been duly elected and qualified, subject, however, to such Director’s earlier death, resignation, disqualification or removal. Prior to the Trigger Event, at each annual meeting of Members, Directors elected to succeed those Directors whose terms then expire shall be elected for a term of office to expire at the next succeeding annual meeting of Members after his or her election (subject to adjustment as provided in Section 5.3(b)), with each Director to hold office until his or her successor shall have been duly elected and qualified, subject, however, to such Director’s earlier death, resignation, disqualification or removal.

(b) On and after the Trigger Event, the Directors, other than those who may be elected by the holders of any class or series of Shares specified in the related Share Designation to the extent provided therein, shall be divided, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as is reasonably possible, with the initial term of office of the first class to expire at the first annual meeting of Members following the Trigger Event, the initial term of office of the second class to expire at the second annual meeting of Members following the Trigger Event, and the initial term of office of the third class to expire at the third annual meeting of Members following the Trigger Event, with each Director to hold office until his or her successor shall have been duly elected and qualified, subject, however, to (i) the terms of the Shareholder’s Agreements and (ii) such Director’s earlier death, resignation, disqualification or removal. Following such initial term, each director shall serve for a term ending on the third annual meeting following the annual meeting of Members at which such director was elected; provided, however, that if at the time of the Trigger Event, any of the Directors are designees of Double Eagle, such designees shall, at Double Eagle’s election, be classified as members of the third class of Directors. Subject to the immediately preceding sentence, the Board of Directors shall assign members of the Board of Directors, other than those Directors who may be elected by the holders of any class or series of Shares specified in the related Share Designation to the extent provided therein, to such classes at the time such classification becomes effective. At each meeting specified in the related Share Designation of Members following the Trigger Event, Directors elected to succeed those Directors whose terms expire at such meeting shall be elected for a term of office to expire in accordance with the related Share Designation, with each Director to hold office until his or her successor shall have been duly elected and qualified, subject, however, to such Director’s earlier death, resignation, disqualification or removal. If the number of Directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of Directors in each class as nearly equal as possible, and any additional Director of any class elected to fill a vacancy resulting from an increase in such class or from the death, resignation or removal from office of a Director or other cause shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of Directors shorten the term of any incumbent Director. Directors need not be Members.

Section 5.4 Removal.

(a) Prior to the Trigger Event, subject to (i) the terms of the Shareholder’s Agreements and (ii) the rights of the holders of any class or series of Shares specified in the related Share Designation, if any, to elect and/or remove additional Directors, any Director may be removed from time to time and at any time, either for or without cause, upon the affirmative vote of a Share Majority acting in accordance with the TBOC and this Agreement (including any Share Designation).

(b) On and after the Trigger Event, subject to (i) the terms of the Shareholder’s Agreements and (ii) the rights of the holders of any class or series of Shares specified in the related Share Designation, if any, to elect and/or remove additional Directors and except as otherwise provided herein, any Director may be removed only for cause, upon the affirmative vote of the holders of at least 66 2/3% of the voting power of the Outstanding Voting Shares, voting together as a single class and acting at a meeting of the Members in accordance with the TBOC and this Agreement (including any Share Designation). Except as applicable Law otherwise provides, cause for the removal of a Director shall be deemed to exist only if the Director whose removal is proposed: (A) has been convicted of a felony by a court of competent jurisdiction and that conviction is no longer subject to direct appeal; (B) has been found to have been grossly negligent in the performance of his or her duties to the Company in any matter of substantial importance to the Company by (1) the affirmative vote of at least 80% of the disinterested Directors then in office at any meeting of the Board of Directors called for that purpose or (2) a court of competent jurisdiction; or (C) has been adjudicated by a court of competent jurisdiction to be mentally incompetent. Notwithstanding the foregoing, in the event that a party to a Shareholder’s Agreement provides notice to the Company to remove a Director designated by such Member pursuant to the terms of such Shareholder’s Agreement, the Company shall take all necessary action to cause such removal, to the extent permitted by applicable Law.

Section 5.5 Resignations. Any Director may resign at any time by giving notice of such Director’s resignation in writing to the Company. Any such resignation shall take effect at the time specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.6 Vacancies. Subject to (a) the terms of the Shareholder’s Agreements, and (b) the rights of the holders of any class or series of Shares specified in the related Share Designation then Outstanding, if any, any newly created directorship that results from an increase in the number of Directors or any vacancy on the Board of Directors shall be filled (i) prior to the Trigger Event, by the affirmative vote of a majority of the total number of Directors then in office, even if less than a quorum, or by a sole remaining Director, or the affirmative vote of a Share Majority acting at a meeting of the Members or by written consent (if and then only to the extent permitted) in accordance with the TBOC and this Agreement (including any Share Designation) and (ii) on or after the Trigger Event, solely by the affirmative vote of a majority of the total number of Directors then in office, even if less than a quorum, or by a sole remaining Director, and shall not be filled by the Members. Any Director elected or appointed to fill a vacancy not resulting from an increase in the number of Directors shall hold office for the remaining term of his or her predecessor and until his or her successor is elected and qualified or until his or her earlier death, resignation, disqualification or removal. Subject to the terms of (A) the Shareholder’s Agreements and (B) the rights of the holders of any class or series of Shares specified in the related Share Designation, if any, any Director elected or appointed prior to the Trigger Event to fill a vacancy resulting from an increase in the number of Directors shall hold office for a term to expire at the next succeeding annual meeting of Members after his or her election or appointment, and any Director elected or appointed on and after the Trigger Event to fill a vacancy resulting from an increase in the number of Directors shall be assigned to such class as the Board of Directors determines is appropriate, subject, however, to such Director’s earlier death, resignation, disqualification or removal.

Section 5.7 Nomination of Directors. Only Persons who are nominated in accordance with the procedures set forth in Section 14.11(a)(ii) shall be eligible for election as Directors of the Company, except as may be otherwise provided in the Shareholder’s Agreements and any Share Designation with respect to the right of Members of any class of Shares to nominate and elect a specified number of Directors.

Section 5.8 Chairman of Meetings. The Board of Directors may elect a member of the Board of Directors as Chairman of the Board of Directors (the “Chairman of the Board”). Unless otherwise determined by the Board of Directors, the Chairman of the Board shall preside at all meetings of the Board of Directors and be chairman of all Member meetings. In the absence of the Chairman of the Board, meetings of Members shall be presided over by the Chief Executive Officer if he or she is a Director or, in the absence of the Chief Executive Officer, by another Person designated by the Board of Directors. The Chairman of the Board shall perform all duties incidental to his or her office that may be required by Law and all such other duties as are properly required by the Board of Directors. The Chairman of the Board shall make reports to the Board of Directors and shall see that all orders and resolutions of the Board of Directors and of any committee thereof are carried into effect. The Chairman of the Board may also serve as Chief Executive Officer, if so appointed by the Board of Directors.

Section 5.9 Place of Meetings. The Board of Directors may hold meetings, both regular and special, either within or without the State of Texas.

Section 5.10 Regular Meetings. The Board of Directors may, by resolution, provide the time and place (if any) for the holding of regular meetings without any notice other than such resolution.

Section 5.11 Special Meetings. Special meetings of the Board of Directors shall be called at the request of the Chairman of the Board, the Chief Executive Officer or a majority of the Board of Directors then in office. The Person or Persons authorized to call special meetings of the Board of Directors may fix the place, if any, date and time of the meetings. Any business may be conducted at a special meeting of the Board of Directors.

Section 5.12 Action Without Meeting. Any action required or permitted to be taken at any meeting by the Board of Directors or any committee thereof, as the case may be, may be taken without a meeting if a consent thereto is signed or transmitted electronically, as the case may be, by members of the Board of Directors or of such committee, as the case may be, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members of the Board of Directors or of such committee entitled to vote thereon were present and voted. Such writing or electronic transmission shall be filed with the minutes of proceedings of the Board of Directors or such committee.

Section 5.13 Notice. Notice of any special meeting of the Board of Directors shall be given to each Director at his or her business or residence in writing by hand delivery, first-class or overnight mail, courier service or electronic transmission or orally by telephone. If mailed by first-class mail, such notice shall be deemed adequately delivered if deposited in the United States mails so addressed, with postage thereon prepaid, at least five days before such meeting. If by overnight mail or courier service, such notice shall be deemed adequately delivered if the notice is delivered

to the overnight mail or courier service company at least 24 hours before such meeting. If by electronic transmission, such notice shall be deemed adequately delivered if the notice is transmitted at least 24 hours before such meeting. If by telephone or by hand delivery, the notice shall be given at least 24 hours prior to the time set for the meeting and shall be confirmed by electronic transmission that is sent promptly thereafter. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of such meeting, except for amendments to this Agreement.

Section 5.14 Meetings by Remote Communication. Members of the Board of Directors, or any committee thereof, may participate in a meeting of the Board of Directors or such committee by means of conference telephone or other communications equipment by means of which all Persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 5.15 Quorum. At all meetings of the Board of Directors, a majority of the then total number of Directors in office shall constitute a quorum for the transaction of business. At all meetings of any committee of the Board of Directors, the presence of a majority of the total number of members of such committee (assuming no vacancies) shall constitute a quorum. The act of a majority of the Directors or committee members present at any meeting at which there is a quorum shall be the act of the Board of Directors or such committee, as the case may be. If a quorum shall not be present at any meeting of the Board of Directors or any committee, a majority of the Directors or members, as the case may be, present thereat may adjourn the meeting from time to time without further notice other than announcement at the meeting unless (a) the date, time and place, if any, of the adjourned meeting are not announced at the time of adjournment, in which case notice conforming to the requirements of Section 5.13 of this Agreement shall be given to each Director, or (b) the meeting is adjourned for more than 24 hours, in which case the notice referred to in clause (a) shall be given to those Directors not present at the announcement of the date, time and place of the adjourned meeting.

Section 5.16 Waiver of Notice. Whenever notice to any Director is required to be given under this Agreement, a written waiver, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a Person at any such meeting of the Directors shall constitute a waiver of notice of such meeting, except when the Person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Directors need be specified in any written waiver of notice unless so required by resolution of the Board of Directors. All waivers and approvals shall be filed with the Company records or made part of the minutes of the meeting.

Section 5.17 Regulations. To the extent consistent with applicable Law and this Agreement, the Board of Directors may adopt such rules and regulations for the conduct of meetings of the Board of Directors and for the management of the affairs and business of the Company as the Board of Directors may deem appropriate.

Section 5.18 Minutes. The Board of Directors and each committee shall keep regular minutes of their meetings and proceedings and each committee shall report the same to the Board of Directors at the next meeting thereof. Unless otherwise determined by the Board of Directors, the Secretary of the Company shall act as secretary at each meeting of the Board of Directors. In case the Secretary shall be absent from any meeting of the Board of Directors, an Assistant Secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the Secretary and all the Assistant Secretaries, the chairman of the meeting may appoint any Person to act as secretary of the meeting.

Section 5.19 Remuneration. Each Director shall receive remuneration for such Director’s services as determined by the Board of Directors at any time and from time to time by resolution. The Board of Directors may also likewise provide that the Company shall reimburse each Director for any expenses paid by such Director on account of such Director’s attendance at any meeting. Nothing in this Section 5.19 shall be construed to preclude any Director from serving the Company in any other capacity and receiving remuneration therefor.

Section 5.20 Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Board of Directors and any Officer authorized by the Board of Directors to act on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Board of Directors or any Officer as if it were the Company’s sole party in interest, both legally and beneficially. Each Member hereby waives, to the fullest extent permitted by Law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Board of Directors or any Officer in connection with any such dealing. In no event shall any Person dealing with the Board of Directors or any Officer or its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Board of Directors or any Officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Board of Directors or any Officer or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Section 5.21 Consent Rights.

(a) So long as Double Eagle and its Affiliates directly or indirectly own at least 20% of the Outstanding Voting Shares, the Company shall not take and shall take all necessary action to cause any member of the Company Group not to take, directly or indirectly (whether by amendment, merger, consolidation, reorganization or otherwise), any action (or enter into an agreement to take any action) to (i) increase or decrease the size of the Board of Directors or any committee of the Board of Directors or take any such action with respect to the governing body of any member of the Company Group or (ii) incur debt for borrowed money (or liens securing such debt) in an amount less cash that exceeds the Company’s Consolidated Adjusted EBITDA (calculated on a pro forma basis for such incurrence and any acquisition being funded by such

debt) for the four quarter period for which financial statements are available immediately prior to the proposed date of incurrence of such debt by 4.00 to 1.00, in each case, without the prior consent of Double Eagle. For the purpose of clarity, if, at any time, Double Eagle and its Affiliates own less than 20% of the Outstanding Voting Shares, the Company shall no longer need the express approval of Double Eagle prior to taking any action contemplated by this Section 5.21(a).

(b) So long as Double Eagle and its Affiliates directly or indirectly own at least 20% of the Outstanding Voting Shares, the Company shall not and shall take all necessary action to cause each member of the Company Group not to, directly or indirectly (whether by amendment, merger, consolidation, reorganization or otherwise) make (or enter into an agreement to make) any amendment, modification, or waiver of this Agreement or any other governing documents of the Company that materially and adversely affects Double Eagle and its Affiliates or their respective rights under this Agreement, without the prior consent of Double Eagle, which consent may be withheld in its discretion. For the purpose of clarity, if, at any time, Double Eagle and its Affiliates own less than 20% of the Outstanding Voting Shares, the Company shall no longer need the express approval of Double Eagle prior to taking any action contemplated by this Section 5.21(b).

(c) Nothing in this Section 5.21, or the exercise of the rights contemplated hereby (including any grant or withholding of consent, as the case may be), shall be deemed to create or otherwise result in any duty, obligation, or liability on the part of Double Eagle, express or implied, in equity or otherwise. In addition, with respect to any Director who is also a director, officer, employee or principal of Double Eagle or its Affiliates, no act or omission of such director, officer, employee or principal in his or her capacity as such shall (i) be deemed to be an act or omission of such person in his or her capacity as a Director or (ii) be deemed to create or otherwise result in any duty, obligation, or liability on the part of such person in his or her capacity, express or implied, in equity or otherwise.

ARTICLE VI

EXCULPATION, INDEMNIFICATION, ADVANCES AND INSURANCE

Section 6.1 Exculpation. Subject to other applicable provisions of this Article VI to the fullest extent permitted by applicable Law as it presently exists or may hereafter be amended, the Indemnified Persons shall not be liable to the members of the Company Group, any Director, any Member or any holder of any equity interest in any Subsidiary of the Company by virtue of being an Indemnified Person or for any acts or omissions in their capacity as an Indemnified Person or otherwise in connection with the Company, this Agreement or the business and affairs of the members of the Company Group.

Section 6.2 Indemnification.

(a) The Indemnified Persons shall be indemnified by the Company, to the fullest extent permitted by Law as it presently exists or may hereafter be amended (provided, that no such amendment shall limit an Indemnified Person’s rights to indemnification hereunder with respect to any actions or events occurring prior to such amendment), against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements) arising by virtue of being an Indemnified Person or for any acts or omissions in their capacity as an Indemnified Person or

otherwise in connection with the Company, this Agreement or the business and affairs of the members of the Company Group, or any investment made or held by any member of the Company Group, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company under the TBOC, a Director or Officer of any member of the Company Group, or an officer, director, member, partner, fiduciary or trustee of another Person or any employee benefit plan at the request of the Company. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of any member of the Company Group (including any indebtedness that any member of the Company Group has assumed or taken subject to), and the Officers are hereby authorized and empowered, on behalf of the Company, to enter into one or more indemnity agreements consistent with the provisions of this Article VI in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this Section 6.2(a) that the Company indemnify each Indemnified Person to the fullest extent permitted by Law.

(b) The provisions of this Agreement, to the extent they restrict the duties and liabilities of an Indemnified Person otherwise existing at Law or in equity, including Section 6.3, are agreed by each Member to modify such duties and liabilities of the Indemnified Person to the extent permitted by Law, provided that nothing in this Agreement shall limit the effect of Section 101.256 of the TBOC.

(c) Any Indemnified Person may apply to the Business Court in the Eleventh Business Court Division of the State of Texas or any other court of competent jurisdiction in the State of Texas for indemnification to the extent otherwise permissible under Article VI. The basis of such indemnification by a court shall be a determination by such court that indemnification of the Indemnified Person is proper in the circumstances because such Indemnified Person has met the applicable standards of conduct set forth in Section 6.2(a). Notice of any application for indemnification pursuant to this Section 6.2(c) shall be given to the Company promptly upon the filing of such application. If successful, in whole or in part, the Indemnified Person seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

(d) To the fullest extent permitted by Law, expenses (including attorneys’ fees) incurred by an Indemnified Person in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company as authorized in this Section 6.2.

(e) The indemnification and advancement of expenses provided by or granted pursuant to this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under this Agreement, or any other agreement, vote of Members or disinterested Directors or otherwise, and shall continue as to an Indemnified Person who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnified Person unless otherwise provided in a written agreement with such Indemnified Person or in the writing pursuant to which such Indemnified Person is indemnified, it being the policy of the Company that indemnification of the

Persons specified in Section 6.2(a) shall be made to the fullest extent permitted by Law. The provisions of this Article VI shall not be deemed to preclude the indemnification of any Person who is not specified in Section 6.2(a) but whom the Company has the power or obligation to indemnify under the provisions of the TBOC.

(f) The Company may purchase and maintain insurance on behalf of any Person entitled to indemnification under this Article VI against any liability asserted against such Person and incurred by such Person in any capacity to which they are entitled to indemnification hereunder, or arising out of such Person’s status as such, whether or not the Company would have the power or the obligation to indemnify such Person against such liability under the provisions of this Article VI.

(g) The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, inure to the benefit of the heirs, executors and administrators of any Person entitled to indemnification under this Article VI.

(h) The Company may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to officers, employees and agents of the Company and to the officers, employees and agents of the Company Group similar to those conferred in this Article VI to Indemnified Persons.

(i) If this Article VI or any portion of this Article VI shall be invalidated on any ground by a court of competent jurisdiction the Company shall nevertheless indemnify each Indemnified Person as to expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement with respect to any action, suit, proceeding or investigation, whether civil, criminal or administrative, including a grand jury proceeding or action or suit brought by or in the right of the Company, to the full extent permitted by any applicable portion of this Article VI that shall not have been invalidated.

(j) Each of the Indemnified Persons may, in the performance of his, her or its duties, consult with legal counsel and accountants, and any act or omission by such Person on behalf of the Company in furtherance of the interests of the Company in reliance upon, and in accordance with, the advice of such legal counsel or accountants as to matters the Indemnified Person believes are within such Person’s professional or expert competence will be full justification for any such act or omission, and such Person will be fully protected for such acts and omissions.

(k) An Indemnified Person shall not be denied indemnification in whole or in part under this Article VI because the Indemnified Person had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(l) Any liabilities that an Indemnified Person incurs resulting from acting on behalf of the Company (whether as a fiduciary or otherwise) in connection with the operation, administration or maintenance of an employee benefit plan or any related trust or funding mechanism (whether such liabilities are in the form of excise taxes assessed by the United States

Internal Revenue Service, penalties assessed by the Department of Labor, restitutions to such a plan or trust or other funding mechanism or to a participant or beneficiary of such plan, trust or other funding mechanism, or otherwise) shall be treated as liabilities indemnifiable under this Article VI, to the maximum extent permitted by Law.

(m) A Director shall, in the performance of his duties, be fully protected in relying upon the records of the Company and on such information, opinions, reports or statements presented to the Company by any of the Officers or employees of the Company or any other Group Member, or committees of the Board of Directors, or by any other Person as to matters the Director believes are within such other Person’s professional or expert competence.

(n) Any amendment, modification or repeal of this Article VI or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of any indemnitee under this Article VI as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted and provided such Person became an indemnitee hereunder prior to such amendment, modification or repeal.

Section 6.3 Duties of Officers and Directors.

(a) Except with respect to actions taken or omitted with respect to conflicts of interests (Section 6.4) and business opportunities (Section 6.5), the duties and obligations owed to the Company and the Members by the Officers and Directors shall be those duties and obligations applicable to officers and directors, respectively, of a Texas corporation under Texas Law. The duties and obligations owed to the Company and the Members by the Officers and Directors in respect of matters contemplated by Section 6.4 and Section 6.5 shall not be those duties and obligations applicable to officers and directors, respectively, of a Texas corporation under the Texas law, but rather such duties and obligations shall solely be governed by the requirements set forth in Section 6.4 and Section 6.5, as applicable.

(b) The Board of Directors shall have the right to exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it thereunder either directly or by or through the duly authorized Officers, and the Board of Directors shall not be responsible for the misconduct or negligence on the part of any such Officer duly appointed or duly authorized by the Board of Directors in Good Faith.

(c) The Board of Directors, when acting on behalf of the Company in its capacity as the managing member of EagleRock Land Operating, shall have the right to approve amendments to the OpCo Agreement relating to the Redemption of OpCo Units (together with the cancellation of a corresponding number of Class B Shares) for Class A Shares without any duty to the Company.

Section 6.4 Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties.

(a) Unless otherwise expressly provided in this Agreement, whenever a potential conflict of interest exists or arises between a Sponsor, one or more Directors, Officers, equity owners or their respective Affiliates, on the one hand, and the Company, any Group Member or any Member other than a Sponsor, one or more Directors, Officers, such equity owners or their respective Affiliates, on the other, any resolution or course of action by the Board of Directors in respect of such conflict of interest shall be permitted and deemed approved by all Members, and shall not constitute a breach of this Agreement, of any agreement contemplated herein, or of any duty stated or implied by Law or equity, including any fiduciary duty, if the resolution or course of action in respect of such conflict of interest is (i) approved by Special Approval, (ii) approved by the vote of holders of Outstanding Voting Shares representing a majority of the total votes that may be cast by all Outstanding Voting Shares in the election of Directors that are held by disinterested parties, (iii) on terms that are, when taken together in their entirety, determined by the Board of Directors to be no less favorable to the Company, Group Member or Member other than such Sponsor, Director, Officer, such equity owner or such Affiliates, as applicable, than those generally being provided to or available from unrelated third parties, (iv) determined by the Board of Directors to be fair and reasonable to the Company taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Sponsors, Company, Group Member or Member) or (v) with respect to any election on behalf of EagleRock Land Operating to settle a Redemption with a Cash Election (as defined in the OpCo Agreement), approved by the Board of Directors or a committee of the Board of Directors that has been delegated the authority to make such elections. The Board of Directors shall be authorized, but not required, in connection with its resolution of such conflict of interest to seek Special Approval of such resolution, and the Board of Directors may also adopt a resolution or course of action that has not received Special Approval. If Special Approval is sought, any such determination, action or omission by the Board of Directors or any committee thereof, as applicable, will for all purposes be presumed to have been in Good Faith and in any proceeding brought by any Member or the Company challenging such approval, the Person bringing or prosecuting such proceeding shall have the burden of proving that such determination, action or omission was not in Good Faith. If Special Approval is not sought and the Board of Directors, or committee thereof, as applicable, approves the resolution or course of action taken with respect to a conflict of interest, then it shall be presumed that, in making its decision, the Board of Directors (or committee thereof) acted in accordance with any and all of its duties, whether express or implied, in equity or otherwise, and in any proceeding brought by any Member or by or on behalf of such Member or any other Member or the Company challenging such approval, the Person bringing or prosecuting such proceeding shall have the burden of overcoming such presumption. Notwithstanding anything to the contrary in this Agreement, the existence of the conflicts of interest described in the Registration Statement are hereby approved by all Members and shall not constitute a breach of this Agreement or of any duty otherwise existing at Law, in equity or otherwise. Nothing in this Section 6.4 or otherwise in this Agreement shall limit the effect of Section 101.255 of the TBOC.

(b) The Members hereby authorize the Board of Directors, on behalf of the Company as a direct or indirect shareholder, partner or member of a Group Member, to approve of actions by the applicable governing body of such Group Member similar to those actions permitted to be taken by the Board of Directors pursuant to this Section 6.4.

Section 6.5 Outside Activities.

(a) Except as set forth in Section 6.5(b): (i) the Sponsors, each officer and director of a Sponsor, and each Officer and Director of the Company and their respective Affiliates (each an “Unrestricted Party”) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by the Company or any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of the Company or any Group Member or business interests and activities with any of the Company’s clients, customers, vendors or employees, and none of the same shall constitute a breach of this Agreement or any duty otherwise existing at Law, in equity or otherwise to the Company or any Group Member or any Member (other than to the extent such activity is in breach of any express obligation contained in this Agreement or any other agreement to which such Person and any member of the Company Group are parties); and (ii) neither the doctrine of “corporate opportunity” nor any analogous doctrine shall apply to the Unrestricted Parties. The Company and each Member hereby renounce any interest or expectancy in, or right to be offered an opportunity to participate in, any business opportunity which may be available to or known by the Unrestricted Parties, except as provided in Section 6.5(b). Subject to Section 6.5(b), the Unrestricted Parties shall have no obligation hereunder or resulting from any duty expressed or implied by Law to present, offer or communicate business opportunities to the Members, the Company or its Affiliates that may become available to or known by an Unrestricted Party. None of any Group Member, any Member or any other Person shall have any rights by virtue of an Officer’s or Director’s duties as an Officer or Director, this Agreement or any Group Member Agreement in any business ventures of an Unrestricted Party.

(b) The Company and each Member do not renounce any interest in any business opportunity offered to any Sponsor or any Officer, Director or their respective Affiliates if such Sponsor or such Officer, Director or their respective Affiliates engages in such business or activity resulting from or using information that the Company establishes by a preponderance of the evidence is confidential information of any member of the Company Group, and the provisions of subsection (a) above shall not apply to any such business opportunity. With respect to the Sponsors or any Officer, Director or their respective Affiliates, as applicable, the term “confidential information” does not include any information that (i) at the time of disclosure, is available to the public, other than as a result of a disclosure by such person in breach of a duty or obligation of confidentiality, (ii) is already in the possession of such person or becomes available to such person on a non-confidential basis from a source other than the Company Group (provided, however, that such source is not, to such person’s knowledge, bound by a contractual, legal or fiduciary obligation of confidentiality to the Company Group with respect to such information) or (iii) has been or was independently developed by such person.

ARTICLE VII

COMMITTEES

Section 7.1 Designation, Powers. Subject to the terms of the Shareholder’s Agreements, the Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors of the Company. Any such committee shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company to the extent provided in the resolution of the Board of Directors and may authorize the seal of the Company to be affixed to all papers which may require it.

Section 7.2 Procedure; Meetings; Quorum. Any committee designated pursuant to Section 7.1 shall choose its own chairman by a majority vote of the members then in attendance in the event the chairman has not been selected by the Board of Directors and shall meet at such times and at such place or places as may be provided by the charter of such committee or by resolution of such committee or resolution of the Board of Directors. At every meeting of any such committee, the presence of a majority of all the members thereof shall constitute a quorum and the affirmative vote of a majority of the members present at a meeting where a quorum is present shall be necessary for the adoption by it of any resolution. The Board of Directors shall adopt a charter for each committee for which a charter is required by applicable Laws, regulations or stock exchange rules, may adopt a charter for any other committee, and may adopt other rules and regulations for the governance of any committee not inconsistent with the provisions of this Agreement or any such charter, and each committee may adopt its own rules and regulations of governance and may create one or more subcommittees, in each case to the extent not inconsistent with this Agreement or any charter or other rules and regulations adopted by the Board of Directors.

Section 7.3 Alternate Members of Committees. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee.

ARTICLE VIII

OFFICERS

Section 8.1 Officers.

(a) The Board of Directors shall have the power and authority to appoint such officers with such titles, authority and duties as determined by the Board of Directors. Such Persons so designated by the Board of Directors shall be referred to as “Officers.” Unless provided otherwise by resolution of the Board of Directors, the Officers shall have the titles, power, authority and duties described below in this Article VIII.

(b) The Officers of the Company may include a Chief Executive Officer, a President, one or more Executive Vice Presidents and Vice Presidents, a Treasurer and a Secretary, and such other Officers as the Board of Directors from time to time may deem proper. All Officers elected by the Board of Directors shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article VIII. Such Officers shall also have such powers and duties as from time to time may be conferred by the Board of Directors or by any committee thereof or, with respect to any Executive Vice President, Vice President, Treasurer or Secretary, by the Chief Executive Officer or President, if any. The Board of Directors or any committee thereof may from time to time elect, or the Chief Executive Officer or President, if any, may appoint, such other Officers and such agents, as may be necessary or desirable for the conduct of the business of the Company. Such other Officers and agents shall have such duties and shall hold their offices for such terms as shall be provided in this Agreement or as may be prescribed by the Board of Directors or such committee thereof or by the Chief Executive Officer or President, as the case may be. Any number of offices may be held by the same Person.

(c) Each Officer shall hold office until his or her successor shall have been duly elected or appointed and shall have qualified or until such Officer’s earlier death, resignation, disqualification or removal; provided, however, any Officer may be removed from office at any time by the affirmative vote of a majority of the Board of Directors or, except in the case of an Officer or agent elected by the Board of Directors, by the Chief Executive Officer or President, if any. Such removal shall be without prejudice to the contractual rights, if any, of the Person so removed. No elected Officer shall have any contractual rights against the Company for compensation by virtue of such election beyond the date of the election of such Officer’s successor or such Officer’s resignation, disqualification or removal, whichever event shall first occur, except as otherwise provided in an employment contract or under an employee deferred compensation plan. Any Officer may resign at any time upon written notice to the Secretary of the Company.

Section 8.2 Chief Executive Officer. The Chief Executive Officer shall be responsible for the general management of the affairs of the Company and shall act in a general executive capacity subject to the oversight of the Board of Directors in the administration and operation of the Company’s business and general supervision of its policies and affairs. The Chief Executive Officer shall have the authority to sign, in the name and on behalf of the Company, checks, orders, contracts, leases, notes, drafts and all other documents and instruments in connection with the business of the Company.

Section 8.3 President. The President, if any, shall have such powers and shall perform such duties as shall be assigned to him or her by the Board of Directors. In the absence (or inability or refusal to act) of the Chairman of the Board and the Chief Executive Officer, the President (if any and if he or she shall be a director) may preside when present at all meetings of the Board of Directors and be the chairman of the meeting at all Member meetings, in each case, as determined by the Board of Directors.

Section 8.4 Executive Vice Presidents and Vice Presidents. Each Executive Vice President and Vice President, if any, shall have such powers and shall perform such duties as shall be assigned to him or her by the Board of Directors, the Chief Executive Officer or the President, if any.

Section 8.5 Secretary. The Secretary shall keep or cause to be kept in one or more books provided for that purpose, the minutes of all meetings of the Board of Directors, the committees of the Board of Directors and the Members; he or she shall see that all notices are duly given in accordance with the provisions of this Agreement and as required by applicable Law; he or she shall be custodian of the records and the seal of the Company and affix and attest the seal to all Certificates of the Company (unless the seal of the Company on such certificates shall be a facsimile, as hereinafter provided) and affix and attest the seal to all other documents to be executed on behalf of the Company under its seal; and he or she shall see that the books, reports, statements, certificates and other documents and records required by Law to be kept and filed are properly kept and filed; and in general, he or she shall perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Board of Directors, the Chief Executive Officer or the President, if any.

Section 8.6 Treasurer. The Treasurer, if any, shall exercise general supervision over the receipt, custody and disbursement of corporate funds. He or she shall have such further powers and duties and shall be subject to such directions as may be granted or imposed upon him or her from time to time by the Board of Directors, the Chief Executive Officer or the President, if any.

Section 8.7 Vacancies. A newly created elected office and a vacancy in any elected office because of death, resignation or removal may be filled by the Board of Directors for the unexpired portion of the term at any meeting of the Board of Directors. Any vacancy in an office appointed by the Chief Executive Officer or the President, if any, because of death, resignation or removal may be filled by the Chief Executive Officer or the President, if any.

Section 8.8 Action with Respect to Securities of Other Companies. Unless otherwise directed by the Board of Directors, the Chief Executive Officer or President or any Officer authorized by the Chief Executive Officer or the President, shall have power to vote and otherwise act on behalf of the Company, in person or by proxy, at any meeting of security holders of or with respect to any action of security holders of any other corporation or other entity in which the Company may hold securities and otherwise to exercise any and all rights and powers that the Company may possess by reason of its ownership of securities in such other corporation.

Section 8.9 Delegation. The Board of Directors may from time to time delegate the powers and duties of any Officer to any other Officer or agent, notwithstanding any provision hereof.

Section 8.10 Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Board of Directors and any Officer authorized by the Board of Directors to act on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Board of Directors or any Officer as if it were the Company’s sole party in interest, both legally and beneficially. Each Member hereby waives, to the fullest extent permitted by Law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Board of Directors or any Officer in connection with any such dealing. In no event shall any Person dealing with the Board of Directors or any Officer or its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Board of Directors or any Officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Board of Directors or any Officer or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

ARTICLE IX

BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 9.1 Records and Accounting. The Board of Directors shall keep or cause to be kept appropriate books and records with respect to the Company’s business, including all books and records necessary to provide to the Members any information required to be provided pursuant to this Agreement. Any books and records maintained by or on behalf of the Company in the regular course of its business, including the record of the Members, books of account and records of Company proceedings, may be kept on, or be in the form of, any information storage device or method; provided, that the books and records so maintained are convertible into clearly legible written form within a reasonable period of time. The books of the Company shall be maintained, for tax and financial reporting purposes, on an accrual basis in accordance with U.S. GAAP.

Section 9.2 Fiscal Year. The fiscal year for tax and financial reporting purposes of the Company shall be a calendar year ending December 31 unless otherwise required by the Code or by Law.

Section 9.3 Reports.

(a) As soon as practicable, but in no event later than 120 days after the close of each fiscal year of the Company, the Board of Directors shall use commercially reasonable efforts to cause to be mailed or made available to each Record Holder of a Share, as of a date selected by the Board of Directors, an annual report containing financial statements of the Company for such fiscal year of the Company, presented in accordance with U.S. GAAP, including a balance sheet and statements of operations, equity and cash flows, such statements to be audited by a registered public accounting firm selected by the Board of Directors.

(b) As soon as practicable, but in no event later than 90 days after the close of each Quarter except the last Quarter of each fiscal year, the Board of Directors shall use commercially reasonable efforts to cause to be mailed or made available to each Record Holder of a Share, as of a date selected by the Board of Directors, a report containing unaudited financial statements of the Company and such other information as may be required by applicable Law, regulation or rule of any National Securities Exchange on which the Shares are listed for trading, or as the Board of Directors determines to be necessary or appropriate.

(c) The Company shall be deemed to have made a report available to each Record Holder as required by this Section 9.3 if it has either (i) filed such report with the Commission via its Electronic Data Gathering, Analysis and Retrieval system and such report is publicly available on such system or (ii) made such report available on any publicly available website maintained by the Company.

ARTICLE X

TAX MATTERS

Section 10.1 Tax Elections.

(a) The Company has made an election under Treasury Regulations Section 301.7701-3(c) to be classified as an association taxable as a corporation for U.S. federal tax purposes. The Company shall not make an election to be classified as other than an association taxable as a corporation pursuant to Treasury Regulations Section 301.7701-3.

(b) Except as otherwise provided herein, the Board of Directors shall determine whether the Company should make, change or revoke any other elections permitted by the Code.

Section 10.2 Withholding. Notwithstanding any other provision of this Agreement, the Board of Directors is authorized to take any action that may be required to cause the Company and other Group Members to comply with any withholding requirements established under the Code or any other U.S. federal, state, local or non-U.S. Law, including pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Company withholds and pays over to any taxing authority any amount in connection with any Dividend or other distribution of income to any Member, the Board of Directors may treat the amount withheld as a distribution of cash pursuant to Section 4.1 or Section 11.3, as applicable, in the amount of such withholding from such Member.

ARTICLE XI

DISSOLUTION AND LIQUIDATION

Section 11.1 Dissolution. The Company shall not be dissolved by the admission of additional Members. The Company shall dissolve, and its affairs shall be wound up, upon:

(a) an election to dissolve the Company by the Board of Directors that is approved by the holders of a Share Majority;

(b) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the TBOC; or

(c) at any time that there are no Members of the Company, unless the business of the Company is continued in accordance with the TBOC.

Section 11.2 Liquidator. Upon dissolution of the Company, the Board of Directors shall select one or more Persons to act as Liquidator. The Liquidator (if other than the Board of Directors) shall be entitled to receive such compensation for its services as may be approved by holders of a Share Majority. The Liquidator (if other than the Board of Directors) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal approved by holders of a Share Majority. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by holders of a Share Majority. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XI, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Board of Directors under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein.

Section 11.3 Liquidation. The Liquidator shall proceed to dispose of the assets of the Company, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as determined by the Liquidator, subject to the TBOC and as provided herein. The steps to be accomplished by the Liquidator are as follows:

(a) as promptly as possible after dissolution and again after final liquidation, the Liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;

(b) the Liquidator shall pay, satisfy or discharge from Company funds, or otherwise make reasonable provision for payment and discharge thereof (including the establishment of a cash fund for contingent, conditional or unmatured liabilities in such amount and for such term as the Liquidator may reasonably determine): all of the debts, liabilities and obligations of the Company (including expenses incurred in liquidation); and

(c) following the payment and satisfaction of liabilities under Section 11.3(b), all remaining assets of the Company shall be distributed to the Members in accordance with the terms of this Agreement by the end of the taxable year during which the liquidation of the Company occurs (or, if later, by 90 days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 11.3 constitutes a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the TBOC. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Section 11.4 Cancellation of Certificate of Formation. Upon the completion of the distribution of Company cash and property as provided in Section 11.3 in connection with the liquidation of the Company, the Certificate of Formation and all qualifications of the Company as a foreign limited liability company in jurisdictions other than the State of Texas shall be canceled and such other actions as may be necessary to terminate the Company shall be taken.

Section 11.5 Return of Contributions. None of any member of the Board of Directors or any Officer of the Company will be personally liable for, or have any obligation to contribute or loan any monies or property to the Company to enable it to effectuate, the return of the Capital Contributions of the Members, or any portion thereof, it being expressly understood that any such return shall be made solely from Company assets.

Section 11.6 Waiver of Partition. To the maximum extent permitted by Law, each Member hereby waives any right to partition of the Company property.

ARTICLE XII

AMENDMENT OF AGREEMENT

Section 12.1 General. Except as provided in Section 12.3 and Section 12.4, the Board of Directors may amend any of the terms of this Agreement but only in compliance with the terms, conditions and procedures set forth in this Section 12.1. If the Board of Directors desires to amend any provision of this Agreement other than pursuant to Section 12.3, then it shall first adopt a resolution setting forth the amendment proposed, declaring its advisability, and then (a) call a special meeting of the Members entitled to vote in respect thereof for the consideration of such amendment, (b) direct that the amendment proposed be considered at the next annual meeting of the Members or (c) seek the written consent of the Members. Amendments to this Agreement may be proposed only by the Board of Directors. Such special or annual meeting shall be called and held upon notice in accordance with Article XIV of this Agreement. The notice shall set forth such amendment in full or a brief summary of the changes to be effected thereby, as the Board of Directors shall deem advisable. At the meeting, a vote of Members entitled to vote thereon shall be taken for and against the proposed amendment. A proposed amendment shall be effective upon its approval by a Share Majority, unless a greater percentage is required under this Agreement or by Texas Law.

Section 12.2 Shareholder Amendments. Subject to Section 12.1, Section 12.3 and Section 12.4, this Agreement may be adopted, altered, amended or repealed by the Members of the Company only (a) prior to the Trigger Event, by the affirmative vote of holders of not less than 50% in voting power of Outstanding Voting Shares entitled to vote thereon, voting together as a single class, or (b) on and after the Trigger Event by the affirmative vote of holders of not less than 66²/₃% in voting power of Outstanding Voting Shares, voting together as a single class. No amendment hereafter made or adopted, nor any repeal of or amendment thereto, shall invalidate any prior act of the Board of Directors that was valid at the time it was taken.

Section 12.3 Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 12.1, the Board of Directors, without the approval of any Member, may amend any provision of this Agreement, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect:

(a) a change in the name of the Company, the location of the principal place of business of the Company, the registered agent of the Company or the registered office of the Company;

(b) the admission, substitution, withdrawal or removal of Members in accordance with this Agreement;

(c) a change that the Board of Directors determines to be necessary or appropriate to qualify or continue the qualification of the Company as a limited liability company under the Laws of any state;

(d) a change that the Board of Directors determines (i) does not adversely affect the Members (including adversely affecting the holders of any particular class or series of Shares as compared to other holders of other classes or series of Shares) in any material respect, (ii) to be

necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute (including the TBOC), (iii) to be necessary, desirable or appropriate to facilitate the trading of the Shares or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which Shares are or will be listed for trading, compliance with any of which the Board of Directors deems to be in the best interests of the Company and the Members, (iv) to be necessary or appropriate in connection with action taken by the Board of Directors pursuant to Section 3.5 or (v) is required to effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement or is otherwise contemplated by this Agreement;

(e) a change in the fiscal year or taxable year of the Company and any other changes that the Board of Directors determines to be necessary or appropriate resulting from a change in the fiscal year or taxable year of the Company;

(f) an amendment that the Board of Directors determines, based on the advice of counsel, to be necessary or appropriate to prevent the Company or its Directors, Officers, trustees or agents from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;

(g) an amendment that (i) sets forth the designations, rights, preferences, powers and duties of any class or series of Shares or (ii) the Board of Directors determines to be necessary or appropriate in connection with the authorization or issuance of any class or series of Shares pursuant to Section 3.2;

(h) any amendment expressly permitted in this Agreement to be made by the Board of Directors acting alone;

(i) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 3.3;

(j) an amendment that the Board of Directors determines to be necessary or appropriate to reflect and account for the formation by the Company of, or investment by the Company in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Company of activities permitted by Section 2.6;

(k) a merger, conversion or conveyance pursuant to Section 3.3(d); or

(l) any other amendments substantially similar to the foregoing.

Section 12.4 Amendment Requirements.

(a) Notwithstanding the provisions of Sections 12.1 and 12.3 (other than Section 12.3(d)), no provision of this Agreement that establishes a percentage of Outstanding Voting Shares required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage unless such amendment is approved by the affirmative vote of holders of Outstanding Voting Shares whose aggregate Outstanding Voting Shares constitute not less than the voting requirement sought to be reduced.

(b) Notwithstanding the provisions of Sections 12.1 and 12.3 (other than Section 12.3(d)), no amendment to this Agreement may (i) enlarge the obligations of any Member without its consent, unless such shall occur resulting from an amendment approved pursuant to Section 12.4(c), (ii) change Section 11.1(a), (iii) change the term of the Company or, (iv) except as set forth in Section 11.1(a), give any Person the right to dissolve the Company.

(c) Except as provided in Section 13.3, and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 12.1, any amendment that would have a material adverse effect on the rights or preferences of any class or series of Shares in relation to other classes or series of Shares must be approved by the holders of a majority of the Outstanding Shares of the class or series affected.

(d) So long as a Sponsor, directly or indirectly, own at least 10% of the Outstanding Voting Shares, no amendment, modification or waiver of this Agreement, the Certificate of Formation or any other governing documents of the Company may be made that materially and adversely affects any Sponsor without the prior consent of the Sponsors owning at least 50% of the Outstanding Voting Shares owned by all Sponsors, which consent may be withheld in their discretion.

ARTICLE XIII

MERGER, CONSOLIDATION OR CONVERSION

Section 13.1 Authority. The Company may merge or consolidate with one or more limited liability companies or other entities as described in Section 10.303 of the TBOC, or convert into any such entity, whether such entity is formed under the Laws of the State of Texas or any other state of the United States of America, pursuant to a written agreement of merger or consolidation (“Merger Agreement”), in accordance with this Article XIII.

Section 13.2 Procedure for Merger, Consolidation or Conversion. Merger, consolidation or conversion of the Company pursuant to this Article XIII requires the prior approval of the Board of Directors.

(a) If the Board of Directors shall determine to consent to the merger or consolidation, the Board of Directors shall approve the Merger Agreement, which shall set forth:

(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;

(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);

(iii) the terms and conditions of the proposed merger or consolidation;

(iv) the manner and basis of exchanging or converting the rights or securities of, or interests in, each constituent business entity for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity; and if any rights or securities of, or interests in, any constituent business entity are not to be exchanged or converted solely for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity, the cash, property, rights, or securities of or interests in, any limited liability company or other business entity which the holders of such rights, securities or interests are to receive, if any;

(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;

(vi) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 13.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger or the time stated therein); and

(vii) such other provisions with respect to the proposed merger or consolidation that the Board of Directors determines to be necessary or appropriate.

Section 13.3 Approval by Members of Merger, Consolidation or Conversion or Sales of Substantially All of the Company’s Assets.

(a) Except as provided in Section 13.3(d) and Section 13.6, the Board of Directors, upon its approval of the Merger Agreement shall direct that the Merger Agreement be submitted to a vote of Members, whether at an annual meeting or a special meeting, in either case, in accordance with the requirements of Article XII. A copy or a summary of the Merger Agreement shall be included in or enclosed with the notice of meeting.

(b) Except as provided in Section 13.3(d) and Section 13.6, the Merger Agreement as applicable, shall be approved upon receiving the affirmative vote or consent of the holders of a Share Majority unless the Merger Agreement contains any provision that, if contained in an amendment to this Agreement, the provisions of this Agreement or the TBOC would require for its approval the vote or consent of a greater percentage of the Outstanding Voting Shares or of any class or series of Members, in which case such greater percentage vote or consent shall be required for approval of the Merger Agreement.

(c) Except as provided in Section 13.3(d) and Section 13.6, after such approval by vote or consent of the Members, and at any time prior to the filing of the certificate of merger or a certificate of conversion pursuant to Section 13.4, the merger, consolidation or conversion may be abandoned pursuant to provisions therefor, if any, set forth in the Merger Agreement.

(d) Notwithstanding anything else contained in this Article XIII or in this Agreement, the Board of Directors is permitted, without Member approval, to convert the Company into a new limited liability entity (including a corporation), or to merge the Company into, or convey all of the Company’s assets to, another limited liability entity (including a corporation), which shall be newly formed and shall have no assets, liabilities or operations at the time of such conversion, merger or conveyance other than those it receives from the Company if (i) the sole purpose of such conversion, merger or conveyance is to effect a mere change in the legal form of the Company and (ii) the Board of Directors has determined that the governing instruments of the new entity provide the Members and the Board of Directors with substantially the same rights and obligations as are herein contained.

(e) Members are not entitled to dissenters’ rights of appraisal in the event of a merger, consolidation or conversion pursuant to this Article XIII, a sale of all or substantially all of the assets of any member of the Company Group, or any other similar transaction or event.

(f) The Board of Directors may not cause the Company to sell, exchange or otherwise dispose of all or substantially all of its assets, in one transaction or a series of related transactions, or approve on behalf of the Company any such sale, exchange or other disposition, without receiving the affirmative vote or consent of the holders of a Share Majority; provided, however, that the foregoing will not limit the ability of the Board of Directors to authorize the Company to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Company without the approval of any Member.

(g) Each merger, consolidation or conversion approved pursuant to this Article XIII shall provide that all holders of Class A Shares shall be entitled to receive the same consideration pursuant to such transaction with respect to each of their Class A Shares.

Section 13.4 Certificate of Merger. Upon the required approval by the Board of Directors and the Members of a Merger Agreement, a certificate of merger or certificate of conversion, as applicable, shall be executed and filed with the Secretary of State of the State of Texas in conformity with the requirements of the TBOC.

Section 13.5 Effect of Merger.

(a) At the effective time of the certificate of merger:

(i) all of the rights, privileges and powers of each of the business entities that have merged or consolidated, and all property, real, personal and mixed, and all debts due to any of those business entities shall be vested in the Surviving Business Entity and after the merger or consolidation shall be the property of the Surviving Business Entity and all other things and causes of action belonging to each of those business entities, shall be vested in the Surviving Business Entity to the extent they were of each constituent business entity;

(ii) the title to any real property vested by deed or otherwise in any of those constituent business entities shall not revert and is not in any way impaired because of the merger or consolidation;

(iii) all rights of creditors and all liens on or security interests in property of any of those constituent business entities shall be preserved unimpaired; and

(iv) all debts, liabilities and duties of those constituent business entities shall attach to the Surviving Business Entity and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it.

(b) It is the intent of the parties hereto that a merger or consolidation effected pursuant to this Article XIII shall not be deemed to result in a transfer or assignment of assets or liabilities from one entity to another.

Section 13.6 Certain Merger Rights. Notwithstanding any other provision of this Agreement, the Board of Directors, acting unilaterally and without seeking the consent of the Members, shall be entitled to cause the Company to merge with or into another Person in the same manner and in accordance with the same processes and requirements as would be applicable if the Company were a corporation subject to Section 21.459(a) through (c), Section 10.005 and Section 10.006 of the TBOC and the portion of Section 10.006 that would permit a Texas corporation to effect a merger with another entity in the same manner as it would effect a merger with a corporation pursuant to Section 21.459(a) through (c) of the TBOC, including in each case the processes and requirements whereby a corporation may consummate a merger without seeking consent of its stockholders. For purposes of applying this Section 13.6, references in the TBOC to stock of a constituent corporation shall be deemed to refer to Shares.

ARTICLE XIV

MEMBER MEETINGS

Section 14.1 Member Meetings.

(a) All acts of Members to be taken hereunder shall be taken in the manner provided in this Article XIV. The provisions of this Article XIV and other related provisions of this Agreement shall be deemed to replace the provisions of Chapter 101, Subchapter H of the TBOC to the extent permitted by applicable Law. An annual meeting of the Members for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held at such time and place as the Board of Directors shall specify in a resolution of the Board of Directors. If authorized by the Board of Directors, and subject to such guidelines and procedures as the Board of Directors may adopt, Members and proxyholders not physically present at a meeting of Members may by means of remote communication participate in such meeting and be deemed present in person and vote at such meeting, provided that the Company shall implement reasonable measures to verify that each Person deemed present and permitted to vote at the meeting by means of remote communication is a Member or proxyholder, to provide such Members or proxyholders a reasonable opportunity to participate in the meeting, and to record the votes or other action made by such Members or proxyholders.

(b) A failure to hold the annual meeting of the Members at the designated time or to elect a sufficient number of Directors to conduct the business of the Company shall not affect otherwise valid acts of the Company or work a forfeiture or dissolution of the Company. If the annual meeting for election of Directors is not held on the date designated therefor, the Directors

shall cause the meeting to be held as soon as is convenient. If there is a failure to hold the annual meeting for a period of 30 days after the date designated for the annual meeting, or if no date has been designated, for a period of 13 months after the latest to occur of the date of this Agreement or the Company’s last annual meeting, the Business Court in the Eleventh Business Court Division of the State of Texas may summarily order a meeting to be held upon the application of any Member or Director. The Business Court in the Eleventh Business Court Division of the State of Texas may issue such orders as may be appropriate, including orders designating the time and place of such meeting, the record date for determination of Members entitled to vote, and the form of notice of such meeting.

(c) All elections of Directors will be by written ballots; if authorized by the Board of Directors, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be reasonably determined that the electronic transmission was authorized by the Member or proxyholder.

(d) Special meetings of Members of the Company may be called only by the Board of Directors pursuant to a resolution adopted by the affirmative vote of a majority of the whole Board of Directors; provided, however, that prior to the Trigger Event, special meetings of the Members may also be called by the Secretary of the Company at the request of the Record Holders of a majority of the Outstanding Voting Shares. On and after the Trigger Event, subject to the rights of holders of any class or series of Shares specified in the related Share Designation, the Members shall not have the power to call or request a special meeting of the Members. The Board of Directors or a designee authorized by the Board of Directors may fix the date, time and place, if any, of any special meeting. The Board of Directors or, in the case of a meeting called at the request of the Record Holders of a majority of the Outstanding Voting Shares, the Secretary of the Company at the request of such holders, may adjourn, reschedule, postpone or cancel any special meeting of the Members previously scheduled by or on behalf of the Board of Directors.

Section 14.2 Notice of Meetings of Members.

(a) Notice, stating the place, if any, day and time of any annual or special meeting of the Members, as determined by the Board of Directors, and (i) the means of remote communications, if any, by which Members and proxyholders may be deemed to be present in person and vote at such meeting, (ii) the record date for determining the Members entitled to vote at the meeting, if such date is different from the record date for determining Members entitled to notice of the meeting, (iii) in the case of a special meeting of the Members, the purpose or purposes for which the meeting is called, as determined by the Board of Directors if applicable, or (iv) in the case of an annual meeting, those matters that the Board of Directors, at the time of giving the notice, intends to present for action by the Members, shall be delivered by the Company not less than 10 calendar days nor more than 60 calendar days before the date of the meeting, in a manner and otherwise in accordance with Section 15.1 to each Record Holder who is entitled to vote at such meeting. Such further notice shall be given as may be required by Texas Law. The notice of any meeting of the Members at which Directors are to be elected shall include the name of any nominee or nominees who, at the time of the notice, the Board of Directors intends to present for election. Only such business shall be conducted at a special meeting of Members as shall have been brought before the meeting pursuant to the Company’s notice of meeting. Any previously scheduled meeting of the Members may be adjourned, rescheduled or postponed, and any special meeting of the Members may be adjourned, rescheduled, postponed or canceled, by resolution of the Board of Directors upon public notice given prior to or on the date previously scheduled for such meeting of the Members.

(b) The Board of Directors shall designate the place, if any, of meeting, or means of remote communication, if any, for any annual meeting or for any special meeting of the Members. If no designation is made, the place of meeting shall be the principal office of the Company.

Section 14.3 Record Date. For purposes of determining the Members entitled to notice of or to vote at a meeting of the Members, the Board of Directors may set a Record Date, which shall not be less than 10 nor more than 60 days before the date of the meeting (unless such requirement conflicts with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Shares are listed for trading, in which case the rule, regulation, guideline or requirement of such exchange shall govern). If no Record Date is fixed by the Board of Directors, the Record Date for determining Members entitled to notice of or to vote at a meeting of Members shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members of record entitled to notice of or to vote at a meeting of Members shall apply to any adjournment, rescheduling or postponement of the meeting; provided, however, that the Board of Directors may fix a new Record Date for the adjourned, rescheduled or postponed meeting, and in such case shall also fix as the Record Date for Members entitled to notice of such adjourned, rescheduled or postponed meeting the same or earlier date as that fixed for determination of Members entitled to vote in accordance herewith at the adjourned, rescheduled or postponed meeting.

Section 14.4 Adjournment. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting and a new Record Date need not be fixed, if the time and place, if any, and the means of remote communications, if any, by which Members and proxyholders may be deemed to be present in person and vote at such adjourned meeting are (i) announced at the meeting at which the adjournment is taken, (ii) displayed, during the time scheduled for the meeting, on the same electronic network used to enable Members and proxyholders to participate in the meeting by means of remote communication, or (iii) set forth in the notice of meeting given in accordance with Section 14.2; unless such adjournment shall be for more than 30 days. At the adjourned meeting, the Company may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days or if a new Record Date is fixed for the adjourned meeting, a notice of the time and place, if any, and the means of remote communication, if any, of the adjourned meeting shall be given in accordance with this Article XIV.

Section 14.5 Waiver of Notice; Approval of Meeting. Whenever notice to the Members is required to be given under this Agreement, a written waiver, signed by the Person entitled to notice, or a waiver by electronic transmission by the Person entitled to notice (which shall constitute a waiver duly executed or signed by such Person), whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a Person at any such meeting of the Members shall constitute a waiver of notice of such meeting, except when the Person attends a

meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Members need be specified in any written waiver of notice unless so required by resolution of the Board of Directors. All waivers and approvals shall be filed with the Company records or made part of the minutes of the meeting.

Section 14.6 Quorum; Required Vote for Member Action; Voting for Directors.

(a) At any meeting of the Members, the holders of a majority of the Outstanding Voting Shares entitled to vote at the meeting, represented in person or by proxy, shall constitute a quorum for such meeting, notwithstanding any provision of this Agreement to the contrary; provided, however, that where a separate vote by a class or series or classes or series is required, a majority of the voting power of the class or classes or series entitled to vote on such matter, represented in person or by proxy, shall constitute a quorum of such class or classes or series with respect to such matter. The submission of matters to Members for approval and the election of Directors shall occur only at a meeting of the Members duly called and held in accordance with this Agreement at which a quorum is present; provided, however, that the Members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, if any action taken (other than adjournment) is approved by the required percentage of Outstanding Voting Shares specified in this Agreement. Any meeting of Members may be adjourned or recessed from time to time for any reason by the chairman of the meeting to another place or time, without regard to the presence of a quorum.

(b) Directors will be elected by a plurality of the votes of Outstanding Voting Shares present in person or represented by proxy and entitled to vote on the election of Directors at any annual or special meeting of Members. Cumulative voting for the election of Directors is prohibited.

(c) All matters (other than the election of Directors and non-binding advisory votes described below) submitted to Members for approval shall be determined by a majority of the votes cast affirmatively or negatively by Members holding Outstanding Voting Shares unless a greater percentage is required with respect to such matter under the TBOC, under the rules of any National Securities Exchange on which the Shares are listed for trading, or under the provisions of this Agreement, in which case the approval of Members holding Outstanding Voting Shares that in the aggregate represent at least such greater percentage shall be required.

(d) In non-binding advisory matters with more than two possible vote choices, the affirmative vote of a plurality of the Outstanding Voting Shares present in person or represented by proxy at the meeting and entitled to vote on the matter shall be the recommendation of the Members.

Section 14.7 Conduct of a Meeting; Member Lists.

(a) The Board of Directors shall have full power and authority concerning the manner of conducting any meeting of the Members, including the determination of Persons entitled to vote, the existence of a quorum, the satisfaction of the requirements of this Article XIV, the conduct of voting, the validity and effect of any proxies and the determination of any controversies, votes or challenges arising in connection with or during the meeting or voting. The Board of Directors may make such other rules and regulations consistent with applicable Law and this Agreement as it may deem advisable concerning the conduct of any meeting of the Members, including regulations in regard to the appointment of proxies, the appointment and duties of inspectors of votes, the submission and examination of proxies and other evidence of the right to vote. Except to the extent inconsistent with the rules and regulations adopted by the Board of Directors, the chairman of the meeting shall have the right and authority to convene and recess and/or adjourn (whether or not a quorum is present and for any reason or no reason) the meeting, to prescribe such rules, regulations, and procedures, and to do all such acts as, in the judgment of the chairman of the meeting, are appropriate for proper conduct of the meeting and safety of those in attendance. All minutes shall be kept with the records of the Company maintained by the Board of Directors. Such rules, regulations, or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include (i) the establishment of an agenda or order of business for the meeting; (ii) regulating the opening and closing of the polls for balloting and matters that are to be voted on by ballot; (iii) rules and procedures for maintaining order at the meeting and the safety of those present; (iv) limitations on attendance at or participation in the meeting to Members entitled to vote at the meeting, their duly authorized and constituted proxies or such other Persons as the chairman of the meeting shall determine; (v) restrictions on entry to the meeting after the time fixed for the commencement thereof; (vi) limitations on the time allotted to questions or comments by participants; and (vii) restrictions on the use of any photographic or audio or video recording devices (including cellular phones) at the meeting. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of Members are not required to be held in accordance with the rules of parliamentary procedure.

(b) No later than the tenth day before each meeting of Members, a complete list of Members entitled to vote at any meeting of Members, arranged in alphabetical order for each class or series of Shares, shall be open to the examination of any Member, for any purpose germane to the meeting, (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting or (ii) during ordinary business hours at the principal place of business of the Company. In the event that the Company determines to make the list available on an electronic network, the Company shall take reasonable steps to ensure that such information is available only to Members of the Company.

Section 14.8 Action Without a Meeting. Prior to the Trigger Event, subject to the rights of holders of any class or series of Shares specified in the related Share Designation with respect to such class or series of Shares, on any matter that is to be voted on, consented to or approved by Members, the Members may take such action without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by the Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. On and after the Trigger Event, subject to the rights of holders of any class or series of Shares specified in the related Share Designation with respect to such class or series of Shares, any action required or permitted to be taken by the Members of the Company must be taken at a duly held annual or special meeting of Members and may not be taken by any consent in writing of such Members. In order that the Company may determine the Members entitled to express consent to

an action in writing without a meeting prior to the Trigger Event, the Board of Directors may fix a Record Date, which shall not be more than ten days after the date upon which the resolution fixing the Record Date is adopted by the Board of Directors. If no Record Date for determining Members entitled to express consent to Company action in writing without a meeting is fixed by the Board of Directors, (a) when no prior action of the Board of Directors is required by applicable Law or this Agreement, the Record Date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable Law, and (b) if prior action by the Board of Directors is required by applicable Law or this Agreement, the Record Date for such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

Section 14.9 Voting and Other Rights.

(a) Only those Record Holders of Outstanding Voting Shares on the Record Date set pursuant to Section 14.3 shall be entitled to notice of, and to vote at, a meeting of Members or to act with respect to matters as to which the holders of the Outstanding Voting Shares have the right to vote or to act. All references in this Agreement to votes of, or other acts that may be taken by, the Outstanding Voting Shares shall be deemed to be references to the votes or acts of the Record Holders of such Outstanding Voting Shares on such Record Date.

(b) With respect to Outstanding Voting Shares that are held for a Person’s account by another Person (such as a broker, dealer, bank, trust company or clearing corporation, or an agent of any of the foregoing), in whose name such Outstanding Voting Shares are registered, such other Person shall, in exercising the voting rights in respect of such Outstanding Voting Shares on any matter, and unless the arrangement between such Persons provides otherwise, vote such Outstanding Voting Shares in favor of, and at the direction of, the Person who is the beneficial owner, and the Company shall be entitled to assume it is so acting without further inquiry.

Section 14.10 Proxies and Voting.

(a) On any matter that is to be voted on by Members, the Members may vote in person or by proxy, and such proxy may be granted in writing, by means of electronic transmission or as otherwise permitted by applicable Law. Any such proxy shall be filed in accordance with the procedure established for the meeting. For purposes of this Agreement, the term “electronic transmission” means any form of communication not directly involving the physical transmission of paper that creates a record that may be retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this paragraph may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

(b) The Company may, and to the extent required by Law, shall, in advance of any meeting of Members, appoint one or more inspectors to act at the meeting and make a written report thereof, which inspector or inspectors may include individuals who serve the Company in other capacities, including as Officers, employees, agents or representatives. Inspectors need not

be Members. The Company may designate one or more alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of Members, the Person presiding at the meeting may, and to the extent required by Law, shall, appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. Every vote taken by ballots shall be counted by a duly appointed inspector or inspectors.

(c) With respect to the use of proxies at any meeting of Members, the Company shall be governed by Sections 21.367 through 21.371 of the TBOC and other applicable provisions of the TBOC, as though the Company were a Texas corporation and as though the Members were stockholders of a Texas corporation.

Section 14.11 Notice of Member Business and Nominations.

(a) Annual Meetings of Members.

(i) Nominations of Persons for election to the Board of Directors and the proposal of other business to be considered by the Members at an annual meeting of Members may be made only (A) pursuant to the Company’s notice of meeting (or any supplement thereto), (B) by or at the direction of the Board of Directors or any committee thereof authorized to do so, (C) by any Member of the Company who (1) was a Member of record at the time of giving of notice provided for in this Section 14.11 and at the time of the annual meeting, (2) is entitled to vote at the meeting, (3) complies with the notice procedures and other requirements set forth in this Agreement and applicable Law and (4) in the case of business other than nominations, satisfies the requirements of Section 14.11(i), or (D) pursuant to the terms of a Shareholder’s Agreement.

In addition, if the proposal is made on behalf of a beneficial owner other than the Member of record, such beneficial owner must be the beneficial owner of Shares of the Company both at the time of giving of notice provided for in this Section 14.11 and at the time of the annual meeting. Section 14.11(a)(ii)(C) of this Agreement shall be the exclusive means for a Member to make nominations or submit other business (other than business brought properly under and in compliance with Rule 14a-8 of the Exchange Act, as may be amended from time to time) before an annual meeting of the Members, except as otherwise provided in Section 14.11(a)(ii)(D). Nothing in this Section 14.11 shall be deemed to affect any rights of Members to request inclusion of proposals or nominations in the Company’s proxy statement or proxy card pursuant to mandatory provisions of the Exchange Act and the rules and regulations thereunder, subject, in each case, to compliance with those provisions of this Agreement that are permitted under such mandatory provisions.

(ii) For any nominations or any other business to be properly brought before an annual meeting by a Member, other than any of the Sponsors, pursuant to Section 14.11(a)(ii)(C) of this Agreement, (A) the Member must have given timely notice thereof in writing to the Secretary of the Company and such notice must be in proper form, as required by this Agreement, (B) in the case of business other than nominations, such other business must otherwise be a matter that would be proper for action by the Members pursuant to this Agreement, and (C) the record Member and the beneficial owner, if any, on whose behalf any such proposal

or nomination is made, must have acted in accordance with the representations set forth in the Solicitation Statement required by this Agreement. To be timely, a Member’s notice, other than from any of the Sponsors, must be received by the Secretary of the Company at the principal executive offices of the Company not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the Public Announcement for the immediately preceding annual meeting (which anniversary, in the case of the first annual meeting of Members following the close of the IPO, shall be deemed to be May 1, 2026); provided, however, that subject to the following sentence, if the date of the annual meeting (other than the first annual meeting of Members following the close of the IPO) is scheduled for a date that has changed by more than 30 days before or after such anniversary date, or if no annual meeting was held in the prior year (other than the first annual meeting of Members following the close of the IPO), notice by the Member to be timely must be so received not earlier than the close of business on the 120th day and not later than the close of business on the later of the 90th day prior to such annual meeting or, if the first Public Announcement of the date of such annual meeting is less than 90 days prior to the date of such annual meeting, the 10th day following the day on which Public Announcement of the date of such meeting is first made by the Company. In no event shall any adjournment, rescheduling or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a Member’s notice as described above. To be in proper form, a Member’s notice, other than any of the Sponsors, (whether given pursuant to this Section 14.11(a) or Section 14.11(b)) to the Secretary of the Company must:

(A) set forth, as to the Member giving the notice and the beneficial owner, if any, on whose behalf the nomination or business is proposed (1) the name and address of such Member, as they appear on the Company’s books, and of such Member’s Member Associated Person (as defined in Section 14.11(d)), if any, (2) (A) the class or series and number of Shares that are, directly or indirectly, owned beneficially and of record by such Member and any Member Associated Person, (B) any option, warrant, convertible security, Share appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of Shares or with a value derived in whole or in part from the value of any class or series of Shares, whether or not such instrument or right shall be subject to settlement in the underlying class or series of Shares or otherwise (a “Derivative Instrument”), directly or indirectly owned beneficially by such Member or by any Member Associated Person and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of Shares held by such Member or any Member Associated Person, (C) a complete and accurate description of any agreement, arrangement or understanding between or among such Member and such Member’s Member Associated Person and any other person or persons in connection with such Member’s director nomination and the name and address of any other person(s) or entity or entities known to the Member to support such nomination, (D) a description of any proxy, contract, arrangement, understanding or relationship pursuant to which such Member or any Member Associated Person has a right to vote, directly or indirectly, any Shares, (E) any short interest in any security of the Company held by such Member or any Member Associated Person (for purposes of this Agreement, a Person shall be deemed to have a “short interest” in a security if such Person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (F) any rights to Dividends on the Shares owned beneficially by such Member or by any Member Associated Person that are

separated or separable from the underlying Shares, (G) any proportionate interest in Shares or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such Member or any Member Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, and (H) any performance-related fees (other than an asset-based fee) that such Member or any Member Associated Person is entitled to based on any increase or decrease in the value of Shares or Derivative Instruments, if any, as of the date of such notice, including any such interests held by members of such Member’s or any Member Associated Person’s immediate family sharing the same household (which information shall be supplemented by such Member and any Member Associated Person, if any, not later than ten days after the Record Date for determining the Members entitled to vote at the meeting to disclose such ownership as of the Record Date; provided, that if such date is after the date of the meeting, not later than the day prior to the meeting), (3) any other information relating to such Member and any Member Associated Person, if any, that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies for, as applicable, the proposal or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (4) a representation that the Member is a holder of record of Shares entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to bring such nomination or other business before the meeting, and (5) a representation as to whether or not such Member or any Member Associated Person intends or is part of a group that intends to deliver a proxy statement or form of proxy to holders of at least the percentage of the voting power of the Company’s Outstanding Shares required to approve or adopt the proposal or, in the case of a nomination or nominations, at least the percentage of the voting power of the Company’s Outstanding Shares reasonably believed by the Member or Member Associated Person, as the case may be, to be sufficient to elect such nominee or nominees (such representation, a “Solicitation Statement”);

(B) if the notice relates to any business other than a nomination of a director or directors that the Member proposes to bring before the meeting, set forth (1) a brief description of the business desired to be brought before the meeting, (2) the exact text of the proposal or business (including the text of any resolution proposed for consideration and in the event that such business includes a proposal to amend this Agreement, the language of the proposed amendment), and the reasons for conducting such business at the meeting, (3) any substantial interest (within the meaning of Item 5 of Schedule 14A under the Exchange Act) of such Member and Member Associated Person, if any, in such business, and (4) a complete and accurate description of all agreements, arrangements and understandings between or among such Member and such Member Associated Person, if any, and any other Person or Persons or entity or entities (including their names and addresses) in connection with the proposal of such business by such Member;

(C) set forth, as to each Person, if any, whom the Member proposes to nominate for election or reelection to the Board of Directors (1) all information relating to such Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such Person’s written consent to being named in the proxy statement as a nominee and to serving as a director, if elected, for the full term for which such Person is standing for election), (2) a description of all direct and indirect compensation and other material monetary

agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such Member and Member Associated Person, if any, and their respective Affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective Affiliates and associates, or others acting in concert therewith, on the other hand, including all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the Member making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any Affiliate or associate thereof or Person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant, and (3) a representation that such Person intends to serve a full term, if elected as a director; and

(D) with respect to each nominee for election or reelection to the Board of Directors, include (1) a completed and signed questionnaire, representation and agreement in a form provided by the Company, which form the Member must request from the Secretary of the Company in writing with no less than 7 days advance notice and (2) a written representation and agreement (in the form provided by the Secretary of the Company upon written request) that such Person (A) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any Person as to how such Person, if elected as a director of the Company, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Company or (2) any Voting Commitment that could limit or interfere with such Person’s ability to comply, if elected as a director of the Company, with such Person’s fiduciary duties under applicable Law, (B) is not and will not become a party to any agreement, arrangement or understanding with any Person other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, and (C) in such person’s individual capacity and on behalf of any Person on whose behalf the nomination is being made, would be in compliance, if elected as director of the Company, and will comply with all applicable governance, conflict of interest, confidentiality and Share ownership and trading policies and guidelines of the Company. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as a director of the Company, including information that could be relevant to a determination of whether such Person can be considered an Independent Director.

(iii) A Member, other than any of the Sponsors, providing notice of a nomination or proposal of other business to be brought before a meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice shall be true and correct (A) as of the Record Date for the meeting and (B) as of the date that is ten Business Days prior to the meeting or any adjournment, rescheduling or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary of the Company at the principal executive offices of the Company not later than five Business Days after the Record Date for the meeting (in the case of the update and supplement required to be made as of the Record Date) and not later than seven Business Days prior to the date for the meeting or any adjournment, rescheduling or postponement thereof, if practicable (or, if not practicable, on the first practicable date prior to any adjournment, rescheduling or postponement thereof (in the case of the update and supplement required to be made as of ten Business Days prior to the meeting or any adjournment, rescheduling or postponement thereof)).

(b) Special Meeting of Members.

(i) On and after the Trigger Event, only such business shall be conducted at a special meeting of Members as shall have been brought before the meeting by or at the direction of the Board of Directors. Nominations of Persons for election to the Board of Directors may be made at a special meeting of Members at which directors are to be elected pursuant to a notice of meeting (A) by or at the direction of the Board of Directors or any committee thereof (or the Members pursuant to Section 14.2 of this Agreement prior to the Trigger Event) or (B) if the Board of Directors (or the Members pursuant to Section 14.2 of this Agreement prior to the Trigger Event) has determined that directors shall be elected at such meeting, and subject to the terms of the Shareholder’s Agreements, by any Member of the Company who (1) is a Member of record at the time of giving of notice provided for in this Agreement and at the time of the special meeting, (2) is entitled to vote at the meeting, and (3) complies with the notice procedures set forth in this Agreement and applicable Law. In addition, if the nomination is made on behalf of a beneficial owner other than the Member of record, such beneficial owner must be the beneficial owner of Shares of the Company both at the time of giving of notice provided for in this Section 14.11 and at the time of the special meeting. If a special meeting of Members is called for the purpose of electing one or more directors to the Board of Directors, any such Member may nominate a Person or Persons (as the case may be), for election to such position(s) as specified in the Company’s notice of meeting, if the Member, other than any Sponsors, delivers notice with the information required by Section 14.11(a)(ii) (with the updates required by Section 14.11(a)(iii) of this Agreement with respect to any nomination (including the completed and signed questionnaire, representation and agreement required by Section 14.11(a)(ii)(D) of this Agreement)). Such notice shall be delivered to the Secretary of the Company at the principal executive offices of the Company not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which Public Announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall any adjournment, rescheduling or postponement or the announcement thereof of a special meeting commence a new time period for the giving of a Member’s notice as described above.

(c) Subject to the terms of the Shareholder’s Agreements and except as otherwise required by applicable Law or regulation promulgated under the Exchange Act, and except for director nominees and business proposed by the Board of Directors, only such Persons who are nominated in accordance with the procedures set forth in this Agreement shall be eligible to serve as directors, and only such business shall be conducted at a meeting of Members as shall have been brought before the meeting in accordance with the procedures set forth in this Agreement. Any Member or beneficial owner, if any, or Member Associated Person, directly or indirectly soliciting proxies for the election of directors must use a proxy card color other than white, which shall be reserved for exclusive use by the Company. Except as otherwise provided by applicable Law or this Agreement, the chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Agreement and applicable Law and, if any proposed nomination or business is not in compliance with this Agreement and applicable Law, to declare that such defective proposal or nomination shall be disregarded.

(d) For purposes of this Agreement, “close of business” shall mean 6:00 p.m. local time at the principal executive offices of the Company on any calendar day, whether or not the day is a Business Day, “Public Announcement” shall mean disclosure in a press release reported by Dow Jones News Service, the Associated Press, or any other national news service or in a document publicly filed or furnished by the Company with the Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder, and “Member Associated Person” shall mean, for any Member, (i) any Person controlling, directly or indirectly, or acting in concert with, such Member, (ii) any beneficial owner of Shares owned of record or beneficially by such Member or (iii) any Person controlling, controlled by or under common control with any Person referred to in the preceding clauses (i) or (ii).

(e) If a Member or beneficial owner, if any, or any Member Associated Person, intends to solicit proxies in support of any director nominee other than the Company’s nominees, such Person shall, in addition to the requirements of this Section 14.11: (i) deliver to the Company, no later than the earlier of the time provided in this Section 14.11 or the time provided in Rule 14a-19 of the Exchange Act, the notice and other information required in Rule 14a-19 of the Exchange Act; and (ii) deliver to the Company, no later than five Business Days prior to the applicable meeting of Members, reasonable evidence that it (including any others acting in concert with it) has met the requirements of Rule 14a-19 of the Exchange Act with respect to such nominees. Unless otherwise required by Law, if any Member (A) provides notice pursuant to Rule 14a-19(b) of the Exchange Act and (B) subsequently fails to comply with any requirement of Rule 14a-19 of the Exchange Act or any other rules or regulations thereunder or fails timely to provide the evidence described in the preceding clause (ii), then the Company shall disregard any proxies or votes solicited for such nominees, and such nominations shall be disregarded.

(f) In addition to the foregoing provisions of this Agreement, a Member shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Agreement; provided, however, that any references in this Agreement to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the requirements applicable to nominations or proposals as to any other business to be considered pursuant to Section 14.11(a) or Section 14.11(b) of this Agreement. Nothing in this Agreement shall be deemed to affect any rights (i) of Members to request inclusion of proposals in the Company’s proxy statement pursuant to Rule 14a-8 under the Exchange Act, subject to Section 14.11(i) or (ii) of the holders of any class or series of Shares specified in the related Share Designation if and to the extent provided for under applicable Law or this Agreement.

(g) Unless otherwise required by Law, if the Member (or a qualified representative of the Member) making a nomination or proposal under this Section 14.11 does not appear at the applicable meeting of Members to present such nomination or proposal, the nomination shall be disregarded and the proposed business shall not be transacted, as the case may be, notwithstanding that proxies in favor thereof may have been received by the Company. For purposes of this Section 14.11, to be considered a qualified representative of the Member, a Person

must be a duly authorized officer, manager or partner of such Member or must be authorized by a writing executed by such Member or an electronic transmission delivered by such Member to act for such Member as proxy at the meeting of Members and such Person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of Members.

(h) For any nominations or any other business to be properly brought before an annual or special meeting by any Sponsor, such Sponsor shall submit a reasonably detailed notice thereof to the Company not later than the later of the close of business on the 30th day prior to the date the Company first files its preliminary or definitive proxy statement related to such meeting pursuant to the Exchange Act or the tenth day following the day on which public announcement is first made of the date of the special meeting, and such Sponsor and the Company shall cooperate reasonably and in Good Faith with respect to the inclusion of such matters to be considered at such meeting.

(i) Notwithstanding the other provisions of this Article XIV, no Member or beneficial owner of Shares, or group of Members or beneficial owners of Shares, may submit a matter for consideration at an annual or special meeting of the Members, other than director nominations and procedural resolutions that are ancillary to the conduct of the meeting, unless such Member, beneficial owner or group (i) holds a number of Common Shares, determined as of the date of submission of the proposal, equal to at least (A) $1 million in market value or (B) 3% of the Outstanding Voting Shares, (ii) held such number of Outstanding Voting Shares for a continuous period of at least six months before the date of the meeting, (iii) holds such Common Shares throughout the entire duration of the meeting and (iv) solicits the beneficial owners of Outstanding Voting Shares representing at least 67% of Outstanding Voting Shares entitled to vote on the proposal.

ARTICLE XV

GENERAL PROVISIONS

Section 15.1 Addresses and Notices.

(a) Any notice, demand, request, report or proxy materials required or permitted to be given or made to a Member under this Agreement shall be in writing and shall be deemed given or made when delivered in person or when sent by first class United States mail or by other means of written communication to the Member at the address described below. Any notice, payment or report to be given or made to a Member hereunder shall be deemed conclusively to have been given or made, and the obligation to give such notice or report or to make such payment shall be deemed conclusively to have been fully satisfied, upon sending of such notice, payment or report to the Record Holder of such Shares at his address as shown on the records of the Transfer Agent or as otherwise shown on the records of the Company, regardless of any claim of any Person who may have an interest in such Shares by reason of any assignment or otherwise. Notwithstanding the foregoing, if (i) a Member shall consent to receiving notices, demands, requests, reports or proxy materials via electronic mail or by the Internet or (ii) the rules of the Commission shall permit any report or proxy materials to be delivered electronically or made available via the Internet, any such notice, demand, request, report or proxy materials shall be deemed given or made when delivered or made available via such mode of delivery. An affidavit

or certificate of making of any notice, payment or report in accordance with the provisions of this Section 15.1 executed by the Company, the Transfer Agent or the mailing organization shall be prima facie evidence of the giving or making of such notice, payment or report. If any notice, payment or report given or made in accordance with the provisions of this Section 15.1 is returned marked to indicate that such notice, payment or report was unable to be delivered, such notice, payment or report and, in the case of notices, payments or reports returned by the United States Postal Service (or other physical mail delivery service outside the United States of America) and any subsequent notices, payments and reports shall be deemed to have been duly given or made without further mailing (until such time as such Record Holder or another Person notifies the Transfer Agent or the Company of a change in his address) or other delivery if they are available for the Member at the principal office of the Company for a period of one year from the date of the giving or making of such notice, payment or report to the other Members. Delivery of one copy of any notice, demand, request, report or proxy materials to all Record Holders having the same address shall constitute sufficient notice to all such Members under this Agreement if such method of delivery would be permitted by the TBOC to stockholders of a Texas corporation and if permitted by the rules of the Commission. Written notice from any Record Holder to the Company shall, unless otherwise required by Law, be given by hand or registered U.S. mail, postage prepaid, return receipt requested, or courier services, charges prepaid to, and received by, the Secretary of the Company at the principal executive offices of the Company. Any notice to the Company shall be deemed given if received by the Secretary at the principal office of the Company designated pursuant to Section 2.4. The Board of Directors and the Officers may rely and shall be protected in relying on any notice or other document from a Member or other Person if believed by it to be genuine.

(b) The terms “in writing,” “written communications,” “written notice” and words of similar import shall be deemed satisfied under this Agreement by use of e-mail and other forms of electronic communication.

Section 15.2 Further Action. The parties shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement.

Section 15.3 Binding Effect. All of the terms and provisions of this Agreement shall be binding upon the parties and their respective successors and assigns, but shall inure to the benefit of and be enforceable by the successors and assigns of any Member only to the extent that they are permitted successors and assigns pursuant to the terms hereof. No party may assign its rights hereunder except as herein expressly permitted.

Section 15.4 Integration. This Agreement and the Shareholder’s Agreements constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as specifically set forth herein and therein. This Agreement is subject to the terms and provisions of the Shareholder’s Agreements in its entirety.

Section 15.5 Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

Section 15.6 Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach of any other covenant, duty, agreement or condition.

Section 15.7 Third-Party Beneficiaries. Each Member agrees that any Indemnified Person shall be entitled to assert rights and remedies hereunder as a third-party beneficiary hereto with respect to those provisions of this Agreement affording a right, benefit or privilege to such Indemnified Person. Subject to the immediately preceding sentence, nothing in this Agreement, whether express or implied, shall be construed to give any Person, other than the parties hereto or their respective successors and permitted assigns, any legal or equitable right, remedy, claim or benefit under or in respect of this Agreement.

Section 15.8 Rights of Members Independent. The rights available to the Members under this Agreement and at Law shall be deemed to be several and not dependent on each other and each such right accordingly shall be construed as complete in itself and not by reference to any other such right. Any one or more and/or any combination of such rights may be exercised by a Member and/or the Company from time to time and no such exercise shall exhaust the rights or preclude another Member from exercising any one or more of such rights or combination thereof from time to time thereafter or simultaneously.

Section 15.9 Counterparts. This Agreement may be executed in counterparts, all of which together shall constitute an agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Agreement immediately upon affixing its signature hereto or, in the case of a Person acquiring a Share pursuant to Section 3.3 without execution hereof.

Section 15.10 Applicable Law; Jurisdiction; Waiver of Jury Trial.

(a) This Agreement shall be governed by and construed according to the Laws of the State of Texas without regard to principles of conflicts of Laws.

(b) Unless the Company consents in writing to the selection of an alternative forum, the Business Court in the Eleventh Business Court Division of the State of Texas (or, if the Business Court in the Eleventh Business Court Division of the State of Texas lacks jurisdiction, the United States District Court for the Southern District of Texas, or, if the United States District Court for the Southern District of Texas lacks jurisdiction, the district courts of Harris County, Texas, in each case, subject to that court having personal jurisdiction over the indispensable parties named defendants therein) shall, to the fullest extent permitted by applicable Law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, Officer, employee, Member or agent of the Company to the Company or the Company’s Members, (iii) any action asserting a claim against the Company or any director or Officer, Member or other employee of the Company arising pursuant to any provision of the TBOC or this Agreement, or (iv) any

action asserting a claim against the Company or any director or Officer, Member or other employee of the Company for any other internal entity claims (as defined in Section 2.115 of the TBOC). Unless the Company consents in writing to the selection of an alternative forum, the United States District Court for the Southern District of Texas shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Any Person purchasing or otherwise acquiring any interest in Shares of the Company shall be deemed to have notice of and consented to the provisions of this Section 15.10.

(c) If any provision or provisions of this Section 15.10 shall be held to be invalid, illegal or unenforceable as applied to any Person or circumstance for any reason whatsoever, then, to the fullest extent permitted by Law, the validity, legal and enforceability of such provisions in any other circumstance and of the remaining provisions of this Section 15.10 (including each portion of any sentence of this Section 15.10 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other Persons or entities and circumstances shall not in any way be affected or impaired thereby. The provisions of this Section 15.10 shall not apply to actions brought to enforce any duty or liability created by the Exchange Act.

(d) To the fullest extent permitted by Law, if any action the subject matter of which is within the scope of Section 15.10(a) is filed in a court other than a court located within the State of Texas (a “Foreign Action”) in the name of any Member, such Member shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Texas in connection with any action brought in any such court to enforce Section 15.10(a) (an “FSC Enforcement Action”) and (ii) having service of process made upon such Member in any such FSC Enforcement Action by service upon such Member’s counsel in the Foreign Action as agent for such Member.

(e) No Member shall have, and each Member hereby waives, any right to trial by jury in any action, proceeding or counterclaim concerning an internal entity claim (as defined in Section 11.05 of the TBOC). Each Member shall be deemed to have notice of and to have consented to the provisions of this Section 15.10(e).

Section 15.11 Derivative Proceedings. In addition to the requirements of Section 101.452 of the TBOC, in order to institute a derivative proceeding, a Member must beneficially own a number of Shares of the Company equaling greater than 2.5% of the outstanding Shares of the Company. The provisions of Chapter 101, Subchapter J of the TBOC, other than Section 101.463 of the TBOC, which shall not apply, shall otherwise apply in connection with a derivative proceeding.

Section 15.12 Invalidity of Provisions. If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by Law, be reformed and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provisions or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

Section 15.13 Consent of Members. Each Member hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or consent of less than all of the Members, such action may be so taken upon the concurrence of less than all of the Members and each Member shall be bound by the results of such action.

Section 15.14 Expenses. Except as otherwise provided in this Agreement, each party shall bear its own expenses in connection with the transactions contemplated by this Agreement.

Section 15.15 Facsimile Signatures. The use of facsimile signatures affixed in the name and on behalf of the Transfer Agent and registrar of the Company on certificates representing Shares is expressly permitted by this Agreement.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.


EAGLEROCK LAND, LLC

By:		/s/ Greg Pipkin Jr.
Name: Greg Pipkin Jr.
Title: Chief Executive Officer

Signature Page to the Second Amended and Restated

Company Agreement of EagleRock Land, LLC

Exhibit 4.1

CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT EAGLEROCK LAND, LLC TREATS AS PRIVATE OR CONFIDENTIAL.

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 15, 2026, by and among EagleRock Land, LLC, a Texas limited liability company (the “Company”), and each of the other parties listed on the signature pages hereto (the “Initial Holders” and, together with the Company, the “Parties”).

WHEREAS, in connection with, and in consideration of, the transactions contemplated by the Company’s Registration Statement on Form S-1 (File No. 333-295113) filed by the Company in connection with its initial public offering (the “Initial Public Offering”, and such Registration Statement, the “IPO Registration Statement”) and declared effective by the Securities and Exchange Commission (the “Commission”), the Initial Holders have requested, and the Company has agreed to provide, registration rights with respect to the Registrable Securities (as hereinafter defined) as set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party hereto, the Parties hereby agree as follows:

1. Definitions. As used in this Agreement, the following terms have the meanings indicated:

“Affiliate” of any specified Person means any other person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such specified Person. For purposes of this definition, “control” of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. For the avoidance of doubt, for purposes of this Agreement, the Holders shall not be considered Affiliates of the Company.

“Agreement” has the meaning set forth in the preamble.

“Automatic Shelf Registration Statement” means an “automatic shelf registration statement” as defined under Rule 405.

“AW Holders” means each AW party set forth on the signature page of this Agreement and their Affiliates.

“Blackout Period” has the meaning set forth in Section 3(o).

“Board” means the board of directors of the Company.

“Business Day” means any day other than a Saturday, Sunday, any federal holiday or any other day on which banking institutions in the State of Texas or the State of New York are authorized or required to be closed by law or governmental action.

“Class A Shares” means the Class A shares representing limited liability company interests in the Company.

“Class B Shares” means the Class B shares representing limited liability company interests in the Company.

“Commission” has the meaning set forth in the preamble.

“Common Shares” means the Class A Shares and the Class B Shares.

“Company” has the meaning set forth in the preamble.

“Company Securities” means any equity interest of any class or series in the Company.

“Demand Notice” has the meaning set forth in Section 2(a)(i).

“Demand Registration” has the meaning set forth in Section 2(a)(i).

“DE IV Midco Holders” means Double Eagle IV Midco, LLC, a Delaware limited liability company, its Affiliates, any of their respective transferees and any of their respective successors or assigns under this Agreement.

“EagleRock LLC Agreement” means the Second Amended and Restated Company Agreement of EagleRock Land, LLC, a Texas limited liability company, dated as of even date herewith, as may be amended from time to time.

“Effective Date” means the time and date that a Registration Statement is first declared effective by the Commission or otherwise becomes effective.

“Effectiveness Period” has the meaning set forth in Section 2(a)(ii).

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

“Holder” means (i) each Initial Holder unless and until such Initial Holder ceases to hold any Registrable Securities; and (ii) any holder of Registrable Securities to whom registration rights conferred by this Agreement have been transferred in compliance with Section 8(e) hereof; provided that any Person referenced in clause (ii) shall be a Holder only if such Person agrees in writing to be bound by and subject to the terms set forth in this Agreement.

“Holder Indemnified Persons” has the meaning set forth in Section 6(a).

“Holder Lock-Up Period” has the meaning set forth in Section 3(q).

“Initial Holders” has the meaning set forth in the preamble.

“Initiating Holder(s)” means the Holder(s) delivering a Demand Notice or an Underwritten Offering Notice, as applicable.

“Lock-Up Period” has the meaning set forth in the underwriting agreement entered into by the Company in connection with the initial underwritten public offering of Class A Shares.

“Losses” has the meaning set forth in Section 6(a).

“Managing Underwriter” means, with respect to any Underwritten Offering or Overnight Underwritten Offering, the book running lead manager or managers of such Underwritten Offering or Overnight Underwritten Offering.

“Minimum Amount” has the meaning set forth in Section 2(a)(i).

“OpCo Units” has the meaning given to such term in the EagleRock LLC Agreement.

“Overnight Underwritten Offering” means an Underwritten Offering that is expected to be launched after the close of trading on one trading day and priced before the open of trading on the next succeeding trading day.

“Parties” has the meaning set forth in the preamble.

“Permitted Transfer” means a transfer (i) as one or more bona fide gifts or charitable contributions, or for bona fide estate planning purposes, (ii) upon death by will, testamentary document or intestate succession, (iii) if by a natural Person, to any member of such Person’s immediate family (no more remote than first cousin) or to any trust for the direct or indirect benefit of such Person or his or her immediate family or to a trust or beneficiary of the trust or the estate of a beneficiary of such trust, (iv) to a family partnership, limited liability company or other entity of which such transferor or his or her immediate family are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (v) to a nominee or custodian of a Person to whom a disposition or transfer would be permissible under clauses (i) through (iv) above, (vi) in the case of a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an Affiliate of the transferor, or to any investment fund or other entity which fund or entity controls or manages or is controlled or managed by, or is under common control with, the transferor or its Affiliates or (B) as part of a direct or indirect distribution, transfer or other disposition by the transferor to its shareholders, partners, members or other equityholders or to the estate of any such shareholders, partners, members or other equityholders, or (vii) by operation of law, such as pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; provided however, in each case, (A) such transfer or distribution shall not involve a disposition for value, and (B) it shall be a condition to the transfer or distribution by any Restricted Holder that the donee, devisee, transferee or distributee, as the case may be, shall agree, in writing, to be bound by the terms and conditions of the Special Lock-Up set forth in Section 7(c).

“Person” means an individual, corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, estate, trust, government (or an agency or subdivision thereof) or other entity of any kind.

“Piggyback Registration” has the meaning set forth in Section 2(c)(i).

“Piggyback Registration Notice” has the meaning set forth in Section 2(c)(i).

“Piggyback Registration Request” has the meaning set forth in Section 2(c)(i).

“Proceeding” means any action, claim, suit, proceeding or investigation (including a preliminary investigation or partial proceeding, such as a deposition) pending or, to the knowledge of the Company, to be threatened.

“Prospectus” means the prospectus included in a Registration Statement (including a prospectus that includes any information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A, Rule 430B or Rule 430C promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“Registrable Securities” means with respect to a Holder, the Shares beneficially owned by such Holder; provided, however, that Registrable Securities shall not include any Shares that (i) have been registered under the Securities Act and disposed of pursuant to an effective Registration Statement or otherwise transferred to a Person who is not entitled to the registration and other rights hereunder, (ii) have been sold or transferred by such Holder pursuant to Rule 144 (or any similar provision then in force under the Securities Act) and the transferee thereof does not receive “restricted securities” as defined in Rule 144, and (iii) after the one year anniversary of the expiration of the Lock-Up Period, in the aggregate with all other Shares held by such Holder or its Affiliates, represent less than 5% of the Common Shares that are outstanding at such time and are eligible for resale without restriction (including any volume or manner of sale restriction) under Rule 144 (or any similar provision then in force under the Securities Act) and (iv) cease to be outstanding (whether as a result of repurchase and cancellation, conversion or otherwise).

“Registration Expenses” has the meaning set forth in Section 5.

“Registration Statement” means a registration statement of the Company in the form required to register under the Securities Act and other applicable law the resale of the Registrable Securities in accordance with the intended plan of distribution of each Holder of Registrable Securities included therein, and including any Prospectus, amendments and supplements to each such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“Requested Underwritten Offering” has the meaning set forth in Section 2(b).

“Requested Underwritten Offering Minimum Condition” has the meaning set forth in Section 2(a)(iv).

“Restricted Holder” means each of the Initial Holders, their Affiliates, any of their respective transferees in any Permitted Transfer and any of their respective successors or assigns under this Agreement, except for (i) the DE IV Midco Holders and (ii) the Shallow Valley Holders, provided, however, that each Shallow Valley Holder shall become a Restricted Holder as provided in Section 7(c).

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act.

“Rule 405” means Rule 405 promulgated by the Commission pursuant to the Securities Act.

“Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act.

“Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act.

“Securities” means Common Shares and OpCo Units.

“Securities Act” means the Securities Act of 1933, as amended.

“Selling Expenses” means all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities and fees and disbursements of counsel for any Holder (except as set forth in Section 5).

“Shallow Valley Holders” means each Shallow Valley Ranch party set forth on the signature page to this Agreement, their Affiliates, any of their respective transferees pursuant to Section 7(c)(viii) and any of their respective successors or assigns under this Agreement.

“Shallow Valley Minimum Sale Event” has the meaning set forth in Section 7(c)(ii).

“Shares” means (i) the Class A Shares held by the Holders or their Affiliates at any time, including the Class A Shares that may be delivered upon redemption of OpCo Units (and a corresponding number of Class B Shares) held by the Holders at any time, and (ii) any other equity interests of the Company or equity interests in any successor of the Company issued in respect of such shares by reason of or in connection with any stock dividend, stock split, combination, reorganization, recapitalization, conversion to another type of entity or similar event involving a change in the capital structure of the Company. For purposes of this Agreement, a Person shall be deemed to be a holder of Shares and such Shares shall be deemed to be in existence whenever such Person has the right to acquire such Shares (upon conversion, exchange or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right other than vesting), whether or not such acquisition has actually been effected, and such Person shall be entitled to exercise the rights of a holder of Shares.

“Shelf Registration Statement” means a Registration Statement of the Company filed with the Commission on Form S-3 or Form S-1, as applicable, based on the Company’s eligibility at the time of such filing (or any successor form or other appropriate form under the Securities Act), for an offering to be made on a continuous or delayed basis pursuant to Rule 415 (or any similar rule that may be adopted by the Commission) covering the Registrable Securities, as applicable.

“Special Lock-Up” has the meaning set forth in Section 7(c)(i).

“Special Lock-Up Legend” has the meaning set forth in Section 7(c)(vii).

“Special Lock-Up Termination” has the meaning set forth in Section 7(c)(iv).

“Suspension Period” has the meaning set forth in Section 8(b).

“TCW Holders” means each TCW party set forth on the signature page to this Agreement and their Affiliates.

“Total Minimum Sale Event” has the meaning set forth in Section 7(c)(iii).

“Total Minimum Sale Threshold” has the meaning set forth in Section 7(c)(i).

“Trading Market” means the principal national securities exchange on which Registrable Securities are listed.

“Transfer” means any of the following: to (i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any Securities, or any options or warrants to purchase any Securities, or any securities convertible into, exchangeable for or that represent the right to receive Securities, (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Securities or other securities, in cash or otherwise, or (iii) make any demand for or exercise any right with respect to a Requested Underwritten Offering or an Underwritten Piggyback Offering, except as expressly provided in Section 7(c)(ix), provided, however, that for purposes of this Agreement, “Transfer” shall not include any Permitted Transfer (as such term is defined in this Agreement).

“Underwritten Offering” means an underwritten offering of Class A Shares for cash (whether a Requested Underwritten Offering or in connection with a public offering of Class A Shares by the Company, its shareholders or both), excluding an offering relating solely to an employee benefit plan, an offering relating to a transaction registered on Form S-4 or S-8 or an offering on any registration statement form that does not permit secondary sales.

“Underwritten Offering Notice” has the meaning set forth in Section 2(b).

“Underwritten Offering Piggyback Notice” has the meaning set forth in Section 2(c)(ii).

“Underwritten Offering Piggyback Request” has the meaning set forth in Section 2(c)(ii).

“Underwritten Piggyback Offering” has the meaning set forth in Section 2(c)(ii).

“VWAP” means, as of a specified date and in respect of Registrable Securities, the volume weighted average price for such security on the Trading Market for the five trading days immediately preceding, but excluding, such date.

“WKSI” means a “well known seasoned issuer” as defined under Rule 405.

Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms; (b) references to Sections refer to Sections of this Agreement; (c) the terms “include,” “includes,” “including” and words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof,” “hereto,” “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) unless the context otherwise requires, the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to any law or statute shall include all rules and regulations promulgated thereunder, and references to any law or statute shall be construed as including any legal and statutory provisions consolidating, amending, succeeding or replacing the applicable law or statute; (h) references to any Person include such Person’s successors and permitted assigns; and (i) references to “days” are to calendar days unless otherwise indicated.

2. Registration.

(a) Demand Registration.

(i) At any time after the expiration of the Lock-Up Period, any Holder(s) shall have the option and right, exercisable by delivering a written notice to the Company (a “Demand Notice”), to require the Company to, pursuant to the terms of and subject to the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (a “Demand Registration”). The Demand Notice must set forth the number of Registrable Securities that the Initiating Holder(s) intend to include in such Demand Registration and the intended methods of disposition thereof. Notwithstanding anything to the contrary herein, in no event shall the Company be required to effectuate a Demand Registration unless the Registrable Securities of the Initiating Holder(s) and their respective Affiliates to be included therein have an aggregate value, based on the VWAP as of the date of the Demand Notice, of at least $50 million (the “Minimum Amount”).

(ii) Within 15 Business Days after the receipt of the Demand Notice (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, within 30 Business Days thereof), the Company shall, subject to the limitations of this Section 2(a), file a Registration Statement in accordance with the terms and conditions of the Demand Notice. The Company shall use all commercially reasonable efforts to cause such Registration Statement to become and remain effective as soon as reasonably practicable after the filing thereof under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”).

(iii) The plan of distribution included in any Shelf Registration Statement shall include all methods of distribution permitted by applicable law, including Underwritten Offerings, at-the-market transactions, brokerage transactions (including on a Trading Market or over-the-counter), Rule 144 sales, private transactions, “bought deals,” Overnight Underwritten Offerings, block trades, trades through options, short sales, forward sales, puts, agented transactions, stock lending transactions and hedging and other derivative transactions. The Company hereby agrees with each Holder that, in connection with any offering under an effective Shelf Registration Statement in accordance with such plan of distribution, the Company will negotiate in good faith and execute all indemnities, underwriting, agency or other agreements and other documents reasonably required under the terms of such arrangements, including using all commercially reasonable efforts to facilitate due diligence and procure customary legal opinions and auditor “comfort” letters.

(iv) Subject to the other limitations contained in this Agreement, the Company is not obligated hereunder to (A) file any Registration Statement pursuant to a Demand Registration within 90 days after the closing of any Requested Underwritten Offering, unless as a result of Section 2(d), the Requested Underwritten Offering includes less than (the “Requested Underwritten Offering Minimum Condition”) the lesser of (i) Registrable Securities of the Initiating Holder(s) having an aggregate value, based on the VWAP as of the effective date of the related Registration Statement, of $50 million, and (ii) two-thirds of the number of Registrable Securities the Initiating Holder(s) set forth in the applicable Underwritten Offering Notice, or (B) effect a subsequent Demand Registration pursuant to a Demand Notice if a Registration Statement covering all of the Registrable Securities held by the Initiating Holder(s) shall have become and remains effective under the Securities Act and is sufficient to permit offers and sales of the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Notice. No Demand Registration shall be deemed to have occurred for purposes of this Section 2(a)(iv) if the Registration Statement relating thereto does not become effective or is not maintained effective for its entire Effectiveness Period, in which case the Initiating Holder(s) shall be entitled to an additional Demand Registration in lieu thereof.

(v) A Holder may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement. Upon receipt of a notice from an Initiating Holder that such Initiating Holder is withdrawing an amount of its Registrable Securities such that the remaining amount of Registrable Securities to be included in the Demand Registration is below the Minimum Amount, the Company may cease all efforts to secure effectiveness of the applicable Registration Statement.

(vi) The Company may include in any such Demand Registration other Company Securities for sale for its own account or for the account of any other Person, subject to Section 2(d).

(vii) Subject to the limitations contained in this Agreement, the Company shall effect any Demand Registration on such appropriate registration form of the Commission (A) as shall be selected by the Company and (B) as shall permit the disposition of the Registrable Securities in accordance with the intended method or methods of disposition specified in the Demand Notice; provided that if the Company becomes, and is at the time of its receipt of a Demand Notice, a WKSI, the Demand Registration for any offering and selling of Registrable Securities shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or any equivalent or successor form under the Securities Act (if available to the Company). If at any time a Registration Statement on Form S-3 is effective and a Holder provides written notice to the Company that it intends to effect an offering of all or part of the Registrable Securities included on such Registration Statement, the Company will amend or supplement such Registration Statement as may be necessary in order to enable such offering to take place.

(viii) Without limiting Section 3, in connection with any Demand Registration pursuant to and in accordance with this Section 2(a), the Company shall (A) promptly prepare and file or cause to be prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the securities laws of such jurisdictions as the Holders shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would become subject to general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration and (2) such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities subject to such Demand Registration on the Trading Market and (B) do any and all other acts and things that may be reasonably necessary or appropriate or reasonably requested by the Holders to enable the Holders to consummate a public sale of such Registrable Securities in accordance with the intended timing and method or methods of distribution thereof.

(ix) In the event a Holder transfers Registrable Securities included on a Registration Statement and such Registrable Securities remain Registrable Securities following such transfer, at the request of such Holder, the Company shall amend or supplement such Registration Statement as may be necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to such Registration Statement; provided that in no event shall the Company be required to file a post-effective amendment to the Registration Statement unless such Registration Statement includes only Registrable Securities held by the Holder, Affiliates of the Holder or transferees of the Holder.

(b) Requested Underwritten Offering. Any Initiating Holder(s) then able to effectuate a Demand Registration pursuant to the terms of Section 2(a), ignoring for purposes of such determination Section 2(a)(iv)(B), but subject to the Special Lock-Up set forth in Section 7(c), shall have the option and right, exercisable by delivering written notice to the Company of its intention to distribute Registrable Securities by means of an Underwritten Offering (an

“Underwritten Offering Notice”), to require the Company, pursuant to the terms of and subject to the limitations of this Agreement, to effectuate a distribution of any or all of its Registrable Securities by means of an Underwritten Offering pursuant to a new Demand Registration or pursuant to an effective Registration Statement covering such Registrable Securities (a “Requested Underwritten Offering”); provided, that the Registrable Securities of such Holder(s) requested to be included in such Requested Underwritten Offering have an aggregate value of at least equal to the Minimum Amount as of the date of such Underwritten Offering Notice. The Underwritten Offering Notice must set forth the number of Registrable Securities that such Holder intends to include in such Requested Underwritten Offering. The Managing Underwriter of a Requested Underwritten Offering shall be designated by the Initiating Holder, subject to the consent of the Company (not to be unreasonably withheld or delayed). Notwithstanding the foregoing, the Company is not obligated to effect a Requested Underwritten Offering within 90 days after the closing of a Requested Underwritten Offering, unless as a result of Section 2(d), the prior Requested Underwritten Offering failed to satisfy the Requested Underwritten Offering Minimum Condition.

(i) If the Company shall at any time propose to file a registration statement under the Securities Act with respect to an offering of Class A Shares (other than a registration statement on Form S-4, Form S-8 or any successor forms thereto or filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), whether or not for its own account, then the Company shall promptly notify all Holders of such proposal reasonably in advance of (and in any event at least five Business Days before) the anticipated filing date (the “Piggyback Registration Notice”). The Piggyback Registration Notice shall offer Holders the opportunity to include for registration in such registration statement the number of Registrable Securities as they may request in writing (a “Piggyback Registration”). The Company shall include in each such Piggyback Registration such Registrable Securities for which the Company has received written requests for inclusion therein (“Piggyback Registration Request”) within two Business Days after sending the Piggyback Registration Notice. Each Holder shall be permitted to withdraw all or part of such Holder’s Registrable Securities from a Piggyback Registration by giving written notice to the Company of its request to withdraw; provided that such request must be made in writing prior to the effectiveness of such registration statement and such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the Piggyback Registration as to which such withdrawal was made. Any withdrawing Holder shall continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of Class A Shares, all upon the terms and conditions set forth herein.

(ii) If the Company shall at any time propose to conduct an Underwritten Offering (including a Requested Underwritten Offering), whether for its own account or of the account of other holders, then the Company shall promptly notify all Holders of such proposal at least five Business Days before (or at least two Business Days before in connection with a “bought deal” or Overnight Underwritten Offering) the commencement of the offering, which notice shall set forth the principal terms and conditions of the issuance, including the proposed offering price (or range of offering prices), the anticipated filing date of the related

registration statement (if applicable) and the number of Class A Shares that are proposed to be registered (the “Underwritten Offering Piggyback Notice”). Receipt of any Underwritten Offering Piggyback Notice required to be provided in this Section 2(c)(ii) to Holders shall be kept confidential by the Holder until such proposed Underwritten Offering is (i) publicly announced or (ii) such Holder receives notice that such proposed Underwritten Offering has been abandoned, which such notice shall be provided promptly by the Company to each Holder. Subject to the Special Lock-Up set forth in Section 7(c), the Underwritten Offering Piggyback Notice shall offer Holders the opportunity to include in such Underwritten Offering (and any related registration, if applicable) the number of Registrable Securities as they may request in writing (an “Underwritten Piggyback Offering”); provided, however, that in the event that the Company proposes to effectuate the subject Underwritten Offering pursuant to an effective Shelf Registration Statement of the Company other than an Automatic Shelf Registration Statement, only Registrable Securities of Holders which are subject to an effective Shelf Registration Statement may be included in such Underwritten Piggyback Offering, unless the Company is then able to file an Automatic Shelf Registration Statement and in the reasonable judgment of the Company, the filing of the same including Registrable Securities of Holders that are not otherwise included in an effective Shelf Registration Statement would not have a material adverse effect on the price, timing or distribution of the Class A Shares in such Underwritten Piggyback Offering. Subject to the Special Lock-Up set forth in Section 7(c), the Company shall include in each such Underwritten Piggyback Offering such Registrable Securities for which the Company has received written requests for inclusion therein (“Underwritten Offering Piggyback Request”) within two Business Days after sending the Underwritten Offering Piggyback Notice (or one Business Day in connection with a “bought deal” or Overnight Underwritten Offering). Notwithstanding anything to the contrary in this Section 2(c)(ii), if the Underwritten Offering pursuant to this Section 2(c)(ii) is a “bought deal” (other than a variable price reoffer) or Overnight Underwritten Offering and the Managing Underwriter advises the Company in writing that the inclusion of any Registrable Securities pursuant to this Section 2(c)(ii) would have a material adverse effect on the price, timing or distribution of the Class A Shares in such Underwritten Offering, no such notice shall be required. Each Holder shall be permitted to withdraw all or part of such Holder’s Registrable Securities from an Underwritten Piggyback Offering at any time, and such Holder shall continue to have the right to include any Registrable Securities in any subsequent Underwritten Offerings, all upon the terms and conditions set forth herein.

(iii) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2(c) at any time in its sole discretion whether or not any Holder has elected to include Registrable Securities in such Registration Statement. The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 5 hereof.

(d) Priority in Underwritten Offerings. In connection with an Underwritten Offering, if the Managing Underwriter of any such Underwritten Offering advises the Company, and the Company advises the Holders in writing, that, in the reasonable opinion of the Managing Underwriter, the total amount of Class A Shares (or securities convertible into or exercisable or exchangeable for Class A Shares) that the Holders and any other Persons (including the Company) intend to include in such Underwritten Offering (and any related registration, if applicable) exceeds the number that can be included in such Underwritten Offering without being likely to have a material adverse effect on the price, timing or distribution of the Class A Shares offered or

the market for the Class A Shares (or securities convertible into or exercisable or exchangeable for Class A Shares), then the Class A Shares to be included in such Underwritten Offering (in each case subject to the other terms and provisions of this Agreement) shall include the number of Class A Shares that such Managing Underwriter, in its reasonable opinion, advises the Company can be sold without having such adverse effect, with such number to be allocated, subject to the Special Lock-Up set forth in Section 7(c), as follows (in each case, with respect to such Persons that have validly requested to include Class A Shares in such Underwritten Offering in accordance with this Agreement or otherwise pursuant to rights of registration granted by the Company):

(i) if the offering was initiated for and on behalf of the Company:

(A) first, to the Company;

(B) second, to the Holders, pro rata in accordance with the number of Registrable Securities then held by each such Holder; and

(C) third, to all other holders of Class A Shares entitled to participate in such Underwritten Offering, pro rata in accordance with the number of Class A Shares then held by such other holders;

(ii) in the case of a Requested Underwritten Offering:

(A) first, the Holders, pro rata based on the relative number of Registrable Securities then held by each such Holder;

(B) second, to the Company; and

(C) third, pro rata among all other holders of Class A Shares entitled to participate in such Underwritten Offering, pro rata in accordance with the number of Class A Shares then held by such other holders;

(iii) if the offering was not initiated for and on behalf of the Company and was initiated for and on behalf of any holder of registration rights (other than any Holder):

(A) first, to such other holders and the Holders, pro rata based on the number of Class A Shares held by such other holders and the Holders;

(B) second, to the Company; and

(C) third, pro rata among all other holders of Class A Shares proposed to be included in such offering based on the number of Class A Shares held by such other holders.

Notwithstanding the foregoing, if (I) an offering was initiated by the Holders, (II) the Holders are unable to include in the offering all of the Class A Shares included in the Underwritten Offering Piggyback Request and (III) the underwriters in such offering exercise their option to purchase up to an additional 15% of the shares sold in such offering, the shares to be included in such option closings shall be allocated (x) first, to the Holders, pro rata in accordance with the number of Registrable Securities then held by each such Holder until all shares included in the Underwritten Offering Piggyback Request are sold, and (y) second, to the Company.

3. Registration and Underwritten Offering Procedures.

The procedures to be followed by the Company and each Holder electing to sell Registrable Securities in a Registration Statement pursuant to this Agreement, and the respective rights and obligations of the Company and such Holders, with respect to the preparation, filing and effectiveness of such Registration Statement and the effectuation of any Underwritten Offering, are as follows:

(a) In connection with a Demand Registration, the Company will, at least five Business Days prior to the anticipated filing of the Registration Statement and any related Prospectus or any amendment or supplement thereto (other than, after effectiveness of the Registration Statement, any filing made under the Exchange Act that is incorporated by reference into the Registration Statement or any filing of a prospectus the purpose of which is to update the Registration Statement for an Exchange Act report that cannot be incorporated by reference), (i) furnish to such Holders copies of all such documents prior to filing and (ii) consider in good faith such comments as such Holders reasonably shall propose prior to the filing thereof.

(b) In connection with a Piggyback Registration, Underwritten Piggyback Offering or a Requested Underwritten Offering, the Company will, at least two Business Days (or one Business Day in the case of any Overnight Underwritten Offering or “bought deal”) prior to the anticipated filing of any initial Registration Statement that identifies the Holders and any related Prospectus or any amendment or supplement thereto (other than amendments and supplements that do not materially alter the previous disclosure or do nothing more than name Holders and provide information with respect thereto), as applicable, (i) furnish to such Holders copies of any such Registration Statement or related Prospectus or amendment or supplement thereto that identify the Holders and any related Prospectus or any amendment or supplement thereto (other than amendments and supplements that do not materially alter the previous disclosure or do nothing more than name Holders and provide information with respect thereto) prior to filing and (ii) consider in good faith such comments as such Holders reasonably shall propose prior to the filing thereof.

(c) The Company will use all commercially reasonable efforts to as promptly as reasonably practicable (i) prepare and file with the Commission such amendments, including post-effective amendments, and supplements to each Registration Statement and the Prospectus used in connection therewith as may be necessary under applicable law to keep such Registration Statement continuously effective with respect to the disposition of all Registrable Securities covered thereby for its Effectiveness Period and, subject to the limitations contained in this Agreement, prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities held by the Holders; (ii) cause the related Prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; and (iii) respond to any comments received from the Commission with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably practicable provide such Holders true and complete copies of all correspondence from and to the Commission relating to such Registration Statement that pertains to such Holders as selling shareholders but not any comments that would result in the disclosure to such Holders of material and non-public information concerning the Company.

(d) The Company will comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the Registration Statements and the disposition of all Registrable Securities covered by each Registration Statement.

(e) The Company will notify such Holders who are included in a Registration Statement as promptly as reasonably practicable: (i) (A) when a Prospectus or any prospectus supplement or post-effective amendment to a Registration Statement in which such Holder is included has been filed; (B) when the Commission notifies the Company whether there will be a “review” of the applicable Registration Statement and whenever the Commission comments in writing on such Registration Statement (in which case the Company shall provide true and complete copies thereof and all written responses thereto to each of such Holders that pertain to such Holders as selling shareholders); and (C) with respect to each applicable Registration Statement or any post-effective amendment thereto, when the same has been declared effective; (ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to such Registration Statement or Prospectus or for additional information that pertains to such Holders as sellers of Registrable Securities; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and (v) of the occurrence (but not the details) of any event or passage of time that makes any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided, however, that no notice by the Company shall be required pursuant to this clause (e) in the event that the Company either promptly files a prospectus supplement to update the Prospectus or a Form 8-K or other appropriate Exchange Act report that is incorporated by reference into the Registration Statement, which in either case, contains the requisite information that results in such Registration Statement no longer containing any untrue statement of material fact or omitting to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading).

(f) The Company will use all commercially reasonable efforts to avoid the issuance of or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, as promptly as reasonably practicable, or if any such order or suspension is made effective during any Blackout Period or Suspension Period, as promptly as reasonably practicable after such Blackout Period or Suspension Period is over.

(g) During the Effectiveness Period, the Company will furnish to each such Holder, without charge, at least one conformed copy of each Registration Statement and each amendment thereto, together with all exhibits, to the extent requested by such Holder, including documents incorporated by reference into such Registration Statement and documents, including earnings releases, furnished to the Commission under the Exchange Act, promptly after the filing with or furnishing of such documents to the Commission; provided, that the Company will not have any obligation to provide any document pursuant to this clause that is available on the Commission’s EDGAR system.

(h) The Company will promptly deliver to each Holder, without charge, as many copies of each Prospectus or Prospectuses (including each form of prospectus) authorized by the Company for use and each amendment or supplement thereto as such Holder may reasonably request during the Effectiveness Period. Subject to the terms of this Agreement, including Section 8(b), the Company consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.

(i) The Company will cooperate with such Holders to facilitate the timely issuance of certificates or book-entry notations evidencing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates or book-entry notations shall be free of all restrictive legends indicating that the Registrable Securities are unregistered or unqualified for resale under the Securities Act, Exchange Act or other applicable securities laws, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holder may request in writing. In connection therewith, if required by the Company’s transfer agent, the Company will promptly, after the Effective Date of the Registration Statement, cause an opinion of counsel as to the effectiveness of the Registration Statement to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent which authorize and direct the transfer agent to issue such Registrable Securities without any such legend upon sale by the Holder of such Registrable Securities under the Registration Statement. Further, subject to Section 7(c)(vii), if a Registration Statement covering the resale of Shares by a Holder is effective under the Securities Act and such Holder delivers to the Company a representation and/or “will comply” letter, as applicable, reasonably acceptable to the Company, the Company shall instruct the transfer agent to remove any legend, notation or similar designation restricting transferability of the Registrable Securities from the certificates or book-entries evidencing such Registrable Securities. Any fees of the Company, the Company’s counsel and the Company’s transfer agent relating to any such legend removal shall be borne by the Company.

(j) Upon the occurrence of any event contemplated by Section 3(e), as promptly as reasonably practicable, the Company will prepare a supplement or amendment, including a post-effective amendment, if required by applicable law, to the affected Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, no Registration Statement nor any Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(k) With respect to Underwritten Offerings, subject to the right of a Holder to withdraw such Holder’s Registrable Securities from an Underwritten Offering in accordance with the terms of this Agreement, (i) the right of any Holder to include such Holder’s Registrable Securities in an Underwritten Offering shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein, (ii) each Holder participating in such Underwritten Offering severally agrees to enter into an underwriting agreement in customary form and sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled to select the Managing Underwriter hereunder and (iii) each Holder participating in such Underwritten Offering severally agrees to complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents customarily and reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each Holder that, in connection with any Underwritten Offering in accordance with the terms hereof, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to facilitate due diligence and procure customary legal opinions and auditor “comfort” letters.

(l) For a reasonable period prior to the filing of any Registration Statement and prior to an Underwritten Offering, the Company will make available, upon reasonable notice at the Company’s principal place of business or such other reasonable place, for inspection during normal business hours by a representative or representatives of the selling Holders, the Managing Underwriter and any attorneys or accountants retained by such selling Holders or underwriters, all such financial and other information and books and records of the Company, and cause the officers, employees, counsel and independent certified public accountants of the Company to respond to such inquiries, as shall be reasonably necessary (and in the case of counsel, not violate an attorney-client privilege in such counsel’s reasonable belief) to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that any information that is not generally publicly available at the time of delivery of such information shall be kept confidential by such Persons unless disclosure of such information is required by court or administrative order or, in the opinion of counsel to such Person, law, in which case, such Person shall be required to give the Company written notice of the proposed disclosure prior to such disclosure and, if requested by the Company, assist the Company in seeking to prevent or limit the proposed disclosure.

(m) In connection with any Requested Underwritten Offering, the Company will use all commercially reasonable efforts to cause appropriate officers and employees to be available, on a customary basis and upon reasonable notice, to meet with prospective investors in presentations, meetings and road shows.

(n) Each Holder agrees to furnish to the Company any other information regarding the distribution of such securities as the Company reasonably determines is required to be included in any Registration Statement or any Prospectus or prospectus supplement relating to an Underwritten Offering.

(o) Notwithstanding any other provision of this Agreement, the Company shall not be required to file a Registration Statement (or any amendment thereto) or effect a Requested Underwritten Offering (or, if the Company has filed a Shelf Registration Statement and has included Registrable Securities therein, the Company shall be entitled to suspend the offer and sale of Registrable Securities pursuant to such Registration Statement) for a period of up to 60 days if (i) the Board determines that a postponement is in the best interest of the Company and its shareholders generally due to a proposed transaction involving the Company and determines in good faith that the Company’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement, (ii) the Board determines such registration would render the Company unable to comply with applicable securities laws or (iii) the Board determines such registration or offering would require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential (any such period, a “Blackout Period”); provided that in no event shall any Blackout Periods continue for more than 90 days in the aggregate during any consecutive 12-month period. provided, further, that the Company shall not defer or suspend its obligations in the manner contemplated by this Section 3(o) more than two times in any 12-month period.

(p) In connection with an Underwritten Offering, the Company shall use all commercially reasonable efforts to provide to each Holder named as a selling securityholder in any Registration Statement a copy of any auditor “comfort” letters or customary legal opinions, in each case that have been provided to the Managing Underwriter in connection with the Underwritten Offering, not later than the Business Day prior to the effective date of such Registration Statement.

(q) In connection with any Underwritten Offering, any Holder that together with its Affiliates owns 10% or more of the outstanding Class A Shares, shall execute a customary “lock-up” agreement with the underwriters of such Underwritten Offering containing a lock-up period equal to the shorter of (A) the shortest number of days that a director of the Company, “executive officer” (as defined under Section 16 of the Exchange Act) of the Company or any shareholder of the Company (other than a Holder or director or employee of, or consultant to, the Company) who owns 10% or more of the outstanding Class A Shares contractually agrees to with the underwriters of such Underwritten Offering not to sell any securities of the Company following such Underwritten Offering and (B) 60 days from the date of the execution of the underwriting agreement with respect to such Underwritten Offering (each such period, a “Holder Lock-Up Period”).

4. No Inconsistent Agreements; Additional Rights. The Company shall not hereafter enter into, without the prior written consent of the Holders owning the majority of the Registrable Securities outstanding at such time, and is not currently a party to, any agreement with respect to its securities that is on parity with, superior to or inconsistent with or that in any way violates, equates or subordinates rights granted to the Holders by this Agreement, and any such agreement shall be considered void ab initio (it being acknowledged and agreed by the Company and the Holders that the agreement referred to in Section 8(k) is not such an agreement).

5. Registration Expenses. All Registration Expenses incident to the Parties’ performance of or compliance with their respective obligations under this Agreement or otherwise, including in connection with any Demand Registration, Requested Underwritten Offering, Piggyback Registration or Underwritten Piggyback Offering (in each case, excluding any Selling Expenses), shall be borne by the Company, whether or not any Registrable Securities are sold pursuant to a Registration Statement. “Registration Expenses” shall include, without limitation, all (i) registration and filing fees (including fees and expenses (A) with respect to filings required to be made with the Trading Market, (B) in compliance with applicable state securities or “Blue Sky” laws and (C) with respect to filings with FINRA), (ii) printing expenses (including expenses of printing certificates for Company Securities and of printing Prospectuses if the printing of Prospectuses is reasonably requested by a Holder of Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel, auditors and accountants for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement, including fees and expenses of any underwriters, placement agents and their counsel (but not the underwriting discounts or commissions payable to such underwriters or placement agents), (vii) the fees and expenses of one law firm of national standing and one local counsel per applicable jurisdiction, in each case selected by the Holders owning the majority of the Registrable Securities to be included in any such registration or offering, and (viii) all expenses relating to marketing the sale of the Registrable Securities, including expenses related to conducting a “road show.” In addition, the Company shall be responsible for all of its expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including expenses payable to third parties and including all salaries and expenses of their officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on the Trading Market.

6. Indemnification.

(a) The Company shall indemnify and hold harmless each Holder, its Affiliates and each of their respective employees, advisors, agents, representatives, partners, officers, and directors (collectively, “Holder Indemnified Persons”), to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, joint or several, costs (including reasonable costs of preparation, investigation and defense and reasonable attorneys’ fees, charges and disbursements) and expenses, judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Holder Indemnified Person may be involved, or is threatened to be involved, as a party or otherwise, under the Securities Act or otherwise (collectively, “Losses”), as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which any Registrable Securities were registered, in any preliminary prospectus (if the Company authorized the use of such preliminary prospectus prior to the Effective Date), or in any summary or final prospectus or free writing prospectus (if such free writing prospectus was authorized for use by the Company) or in any amendment or supplement thereto (if used during the period the Company is required to keep the Registration Statement current), or arising out of, based upon or resulting from the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not misleading; provided, however, that the Company shall not be liable to any Holder Indemnified Person to the extent that any such claim arises out of, is based upon or results from an untrue or alleged untrue statement or omission or alleged

omission made in such Registration Statement, such preliminary, summary or final prospectus or free writing prospectus or such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder Indemnified Person specifically for use in the preparation thereof. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement. This indemnity shall be in addition to any liability the Company may otherwise have and shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder Indemnified Person or any indemnified party and shall survive the transfer of such securities by such Holder. Notwithstanding anything to the contrary herein, this Section 6 shall survive any termination or expiration of this Agreement indefinitely.

(b) In connection with any Registration Statement in which a Holder participates, such Holder shall, severally and not jointly, indemnify and hold harmless the Company, its Affiliates and each of their respective officers, directors and any agent thereof, to the fullest extent permitted by applicable law, from and against any and all Losses as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, in any preliminary prospectus (if used prior to the Effective Date of such Registration Statement), or in any summary or final prospectus or free writing prospectus or in any amendment or supplement thereto (if used during the period the Company is required to keep the Registration Statement current), or arising out of, based upon or resulting from the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not misleading, but only to the extent that the same are made in reliance and in conformity with information relating to the Holder furnished in writing to the Company by such Holder expressly for use therein. This indemnity shall be in addition to any liability such Holder may otherwise have and shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any indemnified party. Notwithstanding anything to the contrary contained herein, in no event shall the liability of any selling Holder hereunder be greater than the amount of the net proceeds received by such Holder from the sale of the Registrable Securities giving rise to such indemnification obligation.

(c) Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim or there may be reasonable defenses available to the indemnified party that are different from or additional to those available to the indemnifying party, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (in addition to any local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party there may be one or more legal or equitable defenses available to such indemnified party that are in addition to or may conflict with those available to another indemnified party with respect to such claim. Failure to give prompt written notice shall not release the indemnifying party from its obligations hereunder.

(d) If the indemnification provided for in this Section 6 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any Losses referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall to the extent permitted by applicable law contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and of the indemnified party, on the other, in connection with the untrue or alleged untrue statement of a material fact or the omission to state a material fact that resulted in such Losses, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided, that in no event shall any contribution by a Holder hereunder exceed the net proceeds from the offering received by such Holder.

7. Sales Pursuant to Rule 144 and Special Lock-Up.

(a) Current Public Filings. The Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable the Holders to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144. Upon the request of any Holder in connection with that Holder’s sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements.

(b) Company Obligations Regarding Rule 144 Transfers. In addition to the Company’s obligations set forth in Section 3(i) of this Agreement, the Company shall instruct the transfer agent to remove any legend, notation or similar designation restricting transferability of the Registrable Securities from the certificates or book-entries evidencing Registrable Securities if (i) such Shares are sold or transferred pursuant to Rule 144, (ii) such Shares are eligible for sale under Rule 144 without the requirement that the Company has complied with the public reporting requirements of the Exchange Act or (iii) a Registration Statement covering the resale of such Shares by such Holder is effective under the Securities Act and such Holder delivers to the Company a representation and/or “will comply” letter, as applicable, that is reasonably acceptable to the Company. Each Holder agrees to provide the Company, its counsel and/or the transfer agent with evidence reasonably requested by it in order to cause the removal of such legend, including, as may be appropriate, any information the Company deems necessary to determine that the legend, notation or similar designation is no longer required under the Securities Act or applicable state laws, including a certification, to the extent applicable, that the holder is not an Affiliate of the Company (and a covenant to inform the Company if it should thereafter become an Affiliate and to consent to exchange any certificates or instruments representing any Shares for ones bearing an appropriate restrictive legend) and regarding the length of time such Shares have been held. Any legal opinion required by the Company’s transfer agent in connection with any legend removal shall be delivered by the Company’s counsel, and any fees of the Company, the transfer agent and Company counsel associated with the issuance of any such legal opinion or the removal of such legend shall be borne by the Company.

(i) No Restricted Holder shall Transfer any Securities beneficially owned by such Restricted Holder (the “Special Lock-Up”) until such time as the DE IV Midco Holders and the Shallow Valley Holders have collectively sold, in one or more transactions, Securities for aggregate gross proceeds of at least $300 million (the “Total Minimum Sale Threshold”).

(ii) Richard H. Coats shall promptly notify the Company and Double Eagle IV Midco, LLC when the Shallow Valley Holders have collectively sold (the “Shallow Valley Minimum Sale Event”), in one or more transactions, Securities for aggregate gross proceeds of at least $95 million and, in the event that the Total Minimum Sale Threshold has not been reached at the time of the Shallow Valley Minimum Sale Event, each Shallow Valley Holder shall become a Restricted Holder, subject to the Special Lock-Up hereunder with respect to any remaining Securities beneficially owned by each such Shallow Valley Holder.

(iii) Double Eagle IV Midco, LLC shall promptly notify the Company when the DE IV Midco Holders and the Shallow Valley Holders have collectively reached the Total Minimum Sale Threshold (the “Total Minimum Sale Event”).

(iv) The Special Lock-Up shall terminate, and the restrictions set forth in this Section 7(c) shall no longer apply to any Restricted Holder (the “Special Lock-Up Termination”), upon the occurrence of the earlier of: (A) the Total Minimum Sale Event; (B) the expiration of the 18-month period after the date of this Agreement; and (C) the date on which Double Eagle IV Midco, LLC or its designee terminates the Special Lock-Up in its sole discretion and notifies the Company of any such earlier termination.

(v) The Company shall promptly notify each Person who is then a Restricted Holder of the Special Lock-Up Termination pursuant to Section 7(c)(iv)(A) and, to the extent applicable, Section 7(c)(iv)(C).

(vi) Prior to the Special Lock-Up Termination in accordance with Section 7(c)(iv), Double Eagle IV Midco, LLC may waive or release, in whole or in part, the Special Lock-Up with respect to any or all Restricted Holders, or a specific number of Class A Shares held by any such Restricted Holder, at any time in its sole discretion upon prior written notice to the Company, and the Company shall promptly notify such Restricted Holder or Restricted Holders, as applicable, of any such waiver or release.

(vii) During such time as the Special Lock-Up is in effect, the Company shall instruct its transfer agent that any certificate or book-entry representing Securities held by each Person who is then a Restricted Holder shall bear a contractual restrictive legend indicating that such Securities are subject to the Special Lock-Up (the “Special Lock-Up Legend”), and shall

further instruct the transfer agent to promptly remove the Special Lock-Up Legend (A) from all Securities held by the Restricted Holders upon the Special Lock-Up Termination in accordance with this Section 7(c)(iv) and (B) from the Class A Shares held by any Restricted Holder with respect to which, to the extent applicable, Double Eagle IV Midco, LLC has waived or released the Special Lock-Up in its sole discretion.

(viii) Prior to the Special Lock-Up Termination, no Shallow Valley Holder shall effect any transfer that would constitute a Permitted Transfer, but for the operation of clause (B) of the last proviso included in the definition thereof, unless each transferee has agreed in writing to be bound by the terms and conditions of this Section 7(c) as they apply to a Shallow Valley Holder.

(ix) The Special Lock-Up shall not apply to (A) any demand for a Requested Underwritten Offering exercised by TCW Holders or AW Holders in accordance with the terms and conditions set forth in Section 2(b) or (B) any exercise of piggyback rights with respect to an Underwritten Piggyback Offering by TCW Holders or AW Holders in accordance with the terms and conditions set forth in Section 2(c), in each case subject to Section 2(d).

8. Miscellaneous.

(a) Remedies. In the event of actual or potential breach by the Company of any of its obligations under this Agreement, each Holder, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company agrees that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate.

(b) Discontinued Disposition. Subject to Section 3(o), each Holder agrees that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in clauses (ii) through (v) of Section 3(e), such Holder will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until such Holder’s receipt of the copies of the supplemental Prospectus or amended Registration Statement as contemplated by Section 3(j) or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement (a “Suspension Period”). The Company may provide appropriate stop orders to enforce the provisions of this Section 8(b).

(c) Amendments and Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed by the Company and Holders that hold a majority of the Registrable Securities as of the date of such waiver or amendment; provided, that any waiver or amendment that would have a disproportionate adverse effect on a Holder relative to the other Holders shall require the consent of such Holder. The Company shall provide prior notice to all Holders of any proposed waiver or amendment. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any Party to exercise any right hereunder in any manner impair the exercise of any such right.

(d) Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile or electronic mail as specified in this Section 8(d) prior to 5:00 p.m. Central Time on a Business Day, (ii) the Business Day after the date of transmission, if such notice or communication is delivered via facsimile or electronic mail as specified in this Agreement later than 5:00 p.m. Central Time on any date and earlier than 11:59 p.m. Central Time on such date, (iii) the Business Day following the date of mailing, if sent by nationally recognized overnight courier service (iv) upon actual receipt by the Party to whom such notice is required to be given. The address for such notices and communications shall be as follows:


If to the Company:		EagleRock Land, LLC Attention: Bobby Hunt 9655 Katy Freeway, Suite 375 Houston, Texas 77024 Electronic mail: [***]

With copy to:		Vinson & Elkins L.L.P. Attention: Michael S. Telle; Scott D. Rubinsky 845 Texas Avenue, Suite 4700 Houston, Texas 77002 Electronic mail: [email protected]; [email protected]

If to any Person who is then the registered Holder:		To the address of such Holder as it appears in the applicable register for the Registrable Securities or such other address as may be designated in writing by such Holder (including on the signature pages hereto).

(e) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. Except as provided in this Section 8(e), this Agreement, and any rights or obligations hereunder, may not be assigned without the prior written consent of the Company (acting through the Board) and the Holders. Notwithstanding anything in the foregoing to the contrary, the rights of a Holder pursuant to this Agreement with respect to all or any portion of its Registrable Securities may be assigned without such consent (but only with all related obligations) with respect to such Registrable Securities (and any Registrable Securities issued as a dividend or other distribution with respect to, in exchange for or in replacement of such Registrable Securities) by such Holder to a transferee of such Registrable Securities; provided (i) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the Registrable Securities with respect to which such registration rights are being assigned and (ii) such transferee or assignee agrees in writing to be bound by and subject to the terms set forth in this Agreement. The Company may not assign its rights or obligations hereunder without the prior written consent of the Holders.

(f) No Third Party Beneficiaries. Nothing in this Agreement, whether express or implied, shall be construed to give any Person, other than the parties hereto or their respective successors and permitted assigns, any legal or equitable right, remedy, claim or benefit under or in respect of this Agreement.

(g) Execution and Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile or electronic mail transmission, such signature shall create a valid binding obligation of the Party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such signature delivered by facsimile or electronic mail transmission were the original thereof.

(h) Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Texas. Each of the Parties irrevocably submits to the exclusive jurisdiction of the Business Court in the Eleventh Business Court Division of the State of Texas (or, if the Business Court in the Eleventh Business Court Division of the State of Texas lacks jurisdiction, the United States District Court for the Southern District of Texas, or, if the United States District Court for the Southern District of Texas lacks jurisdiction, the district courts of Harris County, Texas, in each case, subject to that court having personal jurisdiction over the indispensable parties named defendants therein) for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each Party anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the Parties irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

(i) Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

(j) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties shall use their reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(k) Entire Agreement. This Agreement, together with that certain Blocker Redemption Right Agreement, dated as of May 15, 2026, among the Company, EagleRock Land Operating, LLC and one of the AW Holders, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior contracts or agreements with respect to the subject matter hereof and the matters addressed or governed hereby, whether oral or written.

(l) Termination. Except for Section 6, this Agreement shall terminate as to any Holder, when (i) the Special Lock-Up Termination has occurred and (ii) all Registrable Securities held by such Holder no longer constitute Registrable Securities.

[THIS SPACE LEFT BLANK INTENTIONALLY]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.


COMPANY:

EAGLEROCK LAND, LLC

By:		/s/ Greg Pipkin Jr.
Name:		Greg Pipkin Jr.
Title:		Chief Executive Officer

Signature Page to Registration Rights Agreement

HOLDERS:

DOUBLE EAGLE PARTY:

Address for notice for the Double Eagle party:

c/o Double Eagle IV Midco, LLC

3724 Hulen Street

Fort Worth, Texas 76107

Attention: Blake Carpenter

Electronic mail: [email protected]

Signature Page to Registration Rights Agreement


DOUBLE EAGLE IV MIDCO, LLC

By:		/s/ John Sellers
Name:		John Sellers
Title:		Co-CEO

Signature Page to Registration Rights Agreement

SHALLOW VALLEY RANCH PARTIES:

Address for notice for each Shallow Valley Ranch party:

c/o Shallow Valley Owners

P.O. Box 3327

Midland, Texas 79702

Attention: Richard Coats

Electronic mail: [email protected]

Signature Page to Registration Rights Agreement


ABYSS INC.

By:		/s/ Mark T. Dehlinger
Name:		Mark T. Dehlinger
Title:		Secretary

CACTUS ENERGY, INC.

By:		/s/ Richard H. Coats
Name:		Richard H. Coats
		Title: President

By:		/s/ Richard H. Coats
Name:		Richard H. Coats

By:		/s/ Mark T. Dehlinger
Name:		Mark T. Dehlinger

By:		/s/ Richard H. Coats Jr.
Name:		Richard H. Coats Jr.

By:		/s/ Charles R. Wiggins
Name:		Charles R. Wiggins

By:		/s/ Christopher Keegan Faudree
Name:		Christopher Keegan Faudree

Signature Page to Registration Rights Agreement

L&E PARTY:

Address for notice for the L&E party:

Lea & Eddy Holdings, LLC

413 Veterans Airpark Lane, Suite 200

Midland, Texas 79705

Attention: Elo Peter Omavuezi

Electronic mail: [email protected]

Signature Page to Registration Rights Agreement


LEA & EDDY HOLDINGS, LLC

By:		/s/ Elo Peter Omavuezi
Name:		Elo Peter Omavuezi
Title:		Secretary and Treasurer

Signature Page to Registration Rights Agreement

TCW PARTIES:

Address for notice for each of the TCW parties

except CCLF Holdings (D41) LLC:

TCW Asset Management Company, LLC

200 Clarendon Street, 19^th Floor

Boston, Massachusetts 02116

Attention: Obaid Khan

Electronic mail: [email protected]

Address for notice for CCLF Holdings (D41) LLC:

Nico Chavez

4640 Admiralty Way, 11^th Floor

Marina del Rey, California 90292

Electronic mail: [email protected]

Signature Page to Registration Rights Agreement


TCW DIRECT LENDING PRIVATE FUND VIII LP

By: TCW Asset Management Company LLC, its Investment Advisor

By:		/s/ Suzanne Grosso
		Suzanne Grosso, Managing Director

TCW DIRECT LENDING STRUCTURED SOLUTIONS 2022 LLC

By: TCW Asset Management Company LLC, its Collateral Manager

By:		/s/ Suzanne Grosso
		Suzanne Grosso, Managing Director

TCW BRAZOS FUND LLC

By: TCW Asset Management Company LLC, its Investment Advisor

By:		/s/ Suzanne Grosso
		Suzanne Grosso, Managing Director

TCW SKYLINE LENDING LP

By: TCW Asset Management Company LLC, its Investment Advisor

By:		/s/ Suzanne Grosso
		Suzanne Grosso, Managing Director

Signature Page to Registration Rights Agreement


TCW WV FINANCING LLC

By: TCW Asset Management Company LLC, its Collateral Manager

By:		/s/ Suzanne Grosso
		Suzanne Grosso, Managing Director

SAFETY NATIONAL CASUALTY CORPORATION

By: TCW Asset Management Company LLC, its Investment manager and Attorney-in-Fact

By:		/s/ Suzanne Grosso
		Suzanne Grosso, Managing Director

RELIANCE STANDARD LIFE INSURANCE
COMPANY

By: TCW Asset Management Company LLC, its Investment manager and Attorney-in-Fact

By:		/s/ Suzanne Grosso
		Suzanne Grosso, Managing Director

PHILADELPHIA INDEMNITY INSURANCE
COMPANY

By: TCW Asset Management Company LLC, its Investment manager and Attorney-in-Fact

By:		/s/ Suzanne Grosso
		Suzanne Grosso, Managing Director

Signature Page to Registration Rights Agreement


TCW DIRECT LENDING STRUCTURED
SOLUTIONS 2019 LLC

By: TCW Asset Management Company LLC, its Investment Advisor

By:		/s/ Suzanne Grosso
		Suzanne Grosso, Managing Director

TCW MARINA SL LLC

By: TCW Asset Management Company LLC, its Investment Advisor

By:		/s/ Suzanne Grosso
		Suzanne Grosso, Managing Director

TCW DIRECT LENDING VIII LLC

By:		/s/ Andrew Kim
		Andrew Kim, Chief Financial Officer

TCW SPECIALTY LENDING LLC

By:		/s/ Andrew Kim
		Andrew Kim, Chief Financial Officer

TCW STAR DIRECT LENDING LLC

By:		/s/ Andrew Kim
		Andrew Kim, Chief Financial Officer

Signature Page to Registration Rights Agreement


CCLF HOLDINGS (D41) LLC

By:		/s/ Stephen Nesbitt
		Stephen Nesbitt, President

Signature Page to Registration Rights Agreement

AW PARTIES:

Address for notice for each of the AW parties:

c/o Alpha Wave Global, LP

667 Madison Avenue, 19^th Floor

New York, New York 10065

Attention: Credit Ops

Electronic mail: [email protected]

Signature Page to Registration Rights Agreement


AWC AQUA, LLC, acting through its Managing Member, AWC Master Fund A, LP

By:		/s/ Cathy Weist
		Cathy Weist, Authorized Signatory

AWC Master Fund A, LP, acting through its general partner, Alpha Wave Credit GP, Ltd

By:		/s/ Cathy Weist
		Cathy Weist, Authorized Signatory

Signature Page to Registration Rights Agreement

Exhibit 10.1

AMENDED AND RESTATED

COMPANY AGREEMENT

EAGLEROCK LAND OPERATING, LLC

DATED AS OF MAY 15, 2026

THE UNITS IN EAGLEROCK LAND OPERATING, LLC HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE AND ANY OTHER APPLICABLE SECURITIES LAWS; (II) THE TERMS AND CONDITIONS OF THIS AGREEMENT; AND (III) ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BETWEEN THE MANAGING MEMBER AND THE APPLICABLE MEMBER. THE UNITS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS, THIS AGREEMENT, AND ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BY THE MANAGING MEMBER AND THE APPLICABLE MEMBER. THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH UNITS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME.

Table of Contents


ARTICLE I DEFINITIONS		2

Section 1.1	Definitions	2
Section 1.2	Construction	14

ARTICLE II ORGANIZATION OF THE LIMITED LIABILITY COMPANY		15

Section 2.1	Formation	15
Section 2.2	Filing	15
Section 2.3	Name	15
Section 2.4	Registered Office; Registered Agent	15
Section 2.5	Principal Office; Principal Place of Business	16
Section 2.6	Purpose	16
Section 2.7	Powers	16
Section 2.8	Term	16
Section 2.9	Intent	16
Section 2.10	Title to Company Assets	16

ARTICLE III OWNERSHIP AND CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS		16

Section 3.1	Authorized Equity Securities; General Provisions With Respect to Equity Securities and Debt Securities	16
Section 3.2	Voting Rights	20
Section 3.3	Capital Contributions; Unit Ownership	21
Section 3.4	Capital Accounts	21
Section 3.5	Other Matters	22
Section 3.6	Redemption of Units	23

ARTICLE IV ALLOCATIONS OF PROFITS AND LOSSES		31

Section 4.1	Profits and Losses	31
Section 4.2	Special Allocations	32
Section 4.3	Allocations for Tax Purposes in General	34
Section 4.4	Income Tax Allocations with Respect to Depletable Properties	35
Section 4.5	Other Allocation Rules	36

ARTICLE V DISTRIBUTIONS		37

Section 5.1	Distributions	37
Section 5.2	Tax-Related Distributions	38
Section 5.3	Distribution Upon Withdrawal	38
Section 5.4	Issuance of New Equity Securities	38

ARTICLE VI MANAGEMENT		38

Section 6.1	The Managing Member; Fiduciary Duties	38
Section 6.2	Officers	40
Section 6.3	Warranted Reliance on Others	41


Section 6.4	Indemnification	41
Section 6.5	Maintenance of Insurance or Other Financial Arrangements	42
Section 6.6	Resignation or Termination of Managing Member	42
Section 6.7	No Inconsistent Obligations	43
Section 6.8	Reclassification Events of PubCo	43
Section 6.9	Certain Costs and Expenses	43

ARTICLE VII ROLE OF MEMBERS		44

Section 7.1	Rights or Powers	44
Section 7.2	Voting	44
Section 7.3	Various Capacities	45
Section 7.4	Outside Activities	45

ARTICLE VIII TRANSFERS OF INTERESTS		46

Section 8.1	Restrictions on Transfer	46
Section 8.2	Notice of Transfer	47
Section 8.3	Transferee Members	48
Section 8.4	Legend	48

ARTICLE IX ACCOUNTING; CERTAIN TAX MATTERS		49

Section 9.1	Books of Account	49
Section 9.2	Tax Elections	49
Section 9.3	Tax Returns; Information	50
Section 9.4	Company Representative	50
Section 9.5	Withholding Tax Payments and Obligations	51

ARTICLE X DISSOLUTION AND TERMINATION		53

Section 10.1	Liquidating Events	53
Section 10.2	Bankruptcy	53
Section 10.3	Procedure	54
Section 10.4	Rights of Members	55
Section 10.5	Notices of Dissolution	55
Section 10.6	Reasonable Time for Winding Up	55
Section 10.7	No Deficit Restoration	55

ARTICLE XI GENERAL		56

Section 11.1	Amendments; Waivers	56
Section 11.2	Further Action	57
Section 11.3	Binding Effect	57
Section 11.4	Certain Representations by Members	57
Section 11.5	Entire Agreement	57
Section 11.6	Rights of Members Independent	57
Section 11.7	Governing Law	58
Section 11.8	Jurisdiction and Venue	58
Section 11.9	Headings	58


Section 11.10	Counterparts	58
Section 11.11	Notices	58
Section 11.12	Representation By Counsel; Interpretation	59
Section 11.13	Severability	59
Section 11.14	Consent of Members	59
Section 11.15	Expenses	59
Section 11.16	Waiver of Jury Trial	60
Section 11.17	No Third Party Beneficiaries	60

iii

AMENDED AND RESTATED

COMPANY AGREEMENT

EAGLEROCK LAND OPERATING, LLC

This AMENDED AND RESTATED COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of May 15, 2026, among EagleRock Land Operating, LLC, a Texas limited liability company (the “Company”), EagleRock Land, LLC, a Texas limited liability company (“PubCo”), the Existing Owners (as defined herein) set forth on the signature pages hereto, the other Members set forth on the signature pages hereto, and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the TBOC. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.

RECITALS

WHEREAS, the Company was formed pursuant to a Certificate of Formation filed in the office of the Secretary of State of the State of Texas on February 26, 2026, as amended from time to time, and is governed by that certain Limited Liability Company Agreement dated as of February 26, 2026 (the “Existing LLC Agreement”);

WHEREAS, the Persons party to this Agreement, among others, previously entered into that certain Contribution Agreement, dated as of the even date herewith, pursuant to which such Persons agreed that, among other things, in connection with the closing of PubCo’s initial underwritten public offering (the “IPO”) of Class A Shares, the Company shall be reorganized pursuant to the terms of such Contribution Agreement (the “Contribution Agreement”);

WHEREAS, it is contemplated that PubCo will, subject to the approval of its Board (as defined herein), issue 17,300,000 Class A Shares to the public for cash in the IPO;

WHEREAS, pursuant to the Contribution Agreement, (i) PubCo will contribute all of the net proceeds received by it from the IPO to the Company in exchange for a number of Units equal to the number of Class A Shares issued in the IPO and the sole managing member interest in the Company pursuant to which PubCo shall become the sole managing Member of the Company (in its capacity as managing Member as well as in any other capacity, the “Managing Member”) and (ii) the Existing Owners set forth on the signature pages hereto will contribute certain entities and assets to the Company, as more fully described therein, in exchange for a number of Units set forth therein;

WHEREAS, each Unit (other than any Unit held by PubCo) may be redeemed, at the election of the holder of such Unit (together with the surrender and delivery by such holder of one Class B Share), for one Class A Share in accordance with the terms and conditions of this Agreement and the company agreement, as may be amended from time to time, of PubCo (the “PubCo Agreement”); and

WHEREAS, the Members of the Company desire to amend and restate the Existing LLC Agreement and adopt this Agreement, which shall supersede and replace the Existing LLC Agreement in its entirety as of the date even herewith.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Existing LLC Agreement is hereby amended and restated and the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. As used in this Agreement and the Schedules and Exhibits attached to this Agreement, the following definitions shall apply:

“5% Owner” means any Member that together with its Affiliates, directly or indirectly, has a pecuniary interest in at least 5% of the Units outstanding at the time of the IPO, except for any member of the PubCo Holdings Group.

“Action” means any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity.

“Adjusted Basis” has the meaning given such term in Section 1011 of the Code.

“Adjusted Capital Account Deficit” means the deficit balance, if any, in such Member’s Capital Account at the end of any Fiscal Year or other taxable period, with the following adjustments:

(a)

credit to such Capital Account any amount that such Member is obligated to restore under Treasury Regulations Section 1.704-1(b)(2)(ii)(c), as well as any addition thereto pursuant to the next to last sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) after taking into account thereunder any changes during such year in Company Minimum Gain and Member Minimum Gain; and

(b)

debit to such Capital Account the items described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

This definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

“Affiliate” has the meaning ascribed to such term in Rule 12b-2 promulgated under the Exchange Act.

“Agreement” is defined in the preamble to this Agreement.

“beneficially own” and “beneficial owner” shall be as defined in Rule 13d-3 of the rules promulgated under the Exchange Act.

“Board” means the board of directors of PubCo.

“Call Election Notice” is defined in Section 3.6(f)(ii).

“Call Right” is defined in Section 3.6(f)(i).

“Capital Account” means, with respect to any Member, the Capital Account maintained for such Member in accordance with Section 3.4.

“Capital Contribution” means, with respect to any Member, the amount of cash and the initial Gross Asset Value of any property (other than cash) contributed to the Company by such Member. Any reference to the Capital Contribution of a Member will include any Capital Contributions made by a predecessor holder of such Member’s Units to the extent that such Capital Contribution was made in respect of Units Transferred to such Member.

“Cash Election” is defined in Section 3.6(a)(iv) and shall also include any election by PubCo to purchase Units for cash pursuant to an exercise of the Call Right set forth in Section 3.6(f).

“Cash Election Amount” means, with respect to a particular Redemption or an exercise of the Call Right for which a Cash Election has been made, an amount of cash equal to the product of (a) the number of Class A Shares that would have been received in such Redemption or exercise of the Call Right if a Cash Election had not been made and (b) the Unit Redemption Price.

“Change of Control Redemption Date” is defined in Section 3.6(h).

“Chief Executive Officer” means the Person appointed as the Chief Executive Officer of the Company by the Managing Member pursuant to Section 6.2.

“Class A Shares” means, as applicable, (a) the Class A shares representing limited liability company interests of PubCo or (b) following any consolidation, merger, reclassification or other similar event involving PubCo, any shares or other securities of PubCo or any other Person or cash or other property that become payable in consideration for the Class A Shares or into which the Class A Shares are exchanged or converted as a result of such consolidation, merger, reclassification or other similar event.

“Class B Shares” means, as applicable, (a) the Class B shares representing limited liability company interests of PubCo or (b) following any consolidation, merger, reclassification or other similar event involving PubCo, any shares or other securities of PubCo or any other Person or cash or other property that become payable in consideration for the Class B Shares or into which the Class B Shares are exchanged or converted as a result of such consolidation, merger, reclassification or other similar event.

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding Law).

“Commission” means the U.S. Securities and Exchange Commission, including any governmental body or agency succeeding to the functions thereof.

“Company” is defined in the preamble to this Agreement.

“Company Level Taxes” means any U.S. federal, state or local taxes, additions to tax, penalties and interest payable by the Company or any of its Subsidiaries as a result of any examination of the Company’s or any of its Subsidiaries’ affairs by any U.S. federal, state or local tax authorities, including resulting administrative and judicial proceedings under the Partnership Tax Audit Rules.

“Company Minimum Gain” has the meaning of “partnership minimum gain” set forth in Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d). It is further understood that Company Minimum Gain shall be determined in a manner consistent with the rules of Treasury Regulations Section 1.704-2(b)(2), including the requirement that if the adjusted Gross Asset Value of property subject to one or more Nonrecourse Liabilities differs from its adjusted tax basis, Company Minimum Gain shall be determined with reference to such Gross Asset Value.

“Company Representative” has the meaning assigned to the term “partnership representative” in Section 6223 of the Code and any Treasury Regulations or other administrative or judicial pronouncements promulgated thereunder and any “designated individual,” if applicable, as defined in the Treasury Regulations promulgated thereunder (including, in each case, any similar capacity or role under relevant state or local Law), as appointed pursuant to Section 9.4.

“Contract” means any written agreement, contract, lease, sublease, license, sublicense, obligation, promise or undertaking.

“Contribution Agreement” is defined in the recitals to this Agreement.

“control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract, credit arrangement or otherwise.

“Corresponding OpCo Equity Securities” is defined in Section 3.1(e).

“Corresponding PubCo Equity Securities” is defined in Section 3.1(e).

“Covered Audit Adjustment” means an adjustment to any partnership-related item (within the meaning of Section 6241(2)(B) of the Code) to the extent such adjustment results in an “imputed underpayment” as described in Section 6225(b) of the Code or any analogous provision of state or local Law.

“Covered Person” is defined in Section 6.4(a).

“Debt Securities” means any and all debt instruments or debt securities that are not convertible or exchangeable into Equity Securities.

“Depletable Property” means each separate oil and gas property as defined in Section 614 of the Code.

“Depreciation” means, for each Fiscal Year or other taxable period, an amount equal to the depreciation, amortization, or other cost recovery deduction (excluding depletion) allowable with respect to an asset for such Fiscal Year or other taxable period, except that (a) with respect to any such property the Gross Asset Value of which differs from its Adjusted Basis for U.S. federal income tax purposes and which difference is being eliminated by use of the “remedial method” pursuant to Treasury Regulations Section 1.704-3(d), Depreciation for such Fiscal Year or other taxable period shall be the amount of book basis recovered for such Fiscal Year or other taxable period under the rules prescribed by Treasury Regulations Section 1.704-3(d)(2), and (b) with respect to any other such property the Gross Asset Value of which differs from its Adjusted Basis for U.S. federal income tax purposes at the beginning of such Fiscal Year or other taxable period, Depreciation shall be an amount that bears the same ratio to such beginning Gross Asset Value as the U.S. federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year or other taxable period bears to such beginning Adjusted Basis; provided, however, that if the Adjusted Basis for U.S. federal income tax purposes of an asset at the beginning of such Fiscal Year or other taxable period is zero, Depreciation with respect to such asset shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Company Representative.

“Discount” means any underwriters’ discounts or commissions and brokers’ fees or commissions, including, for the avoidance of doubt, any deferred discounts or commissions and brokers’ fees or commissions payable in connection with or as a result of any Public Offering.

“Economic Risk of Loss” has the meaning set forth in Treasury Regulations Section 1.752-2(a).

“Effective Time” means the time and date of the initial closing of the IPO.

“Equity Securities” means (a) with respect to a partnership, limited liability company or similar Person, any and all units, interests, rights to purchase, warrants, options or other equivalents of, or other ownership interests in, any such Person as well as debt or equity instruments convertible, exchangeable or exercisable into any such units, interests, rights or other ownership interests and (b) with respect to a corporation, any and all shares, interests, participation or other equivalents (however designated) of corporate stock, including all common stock and preferred stock, or warrants, options or other rights to acquire any of the foregoing, including any debt instrument convertible or exchangeable into any of the foregoing.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder (or any corresponding provisions of succeeding Law).

“Excess Tax Amount” is defined in Section 9.5(c).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (or any corresponding provisions of succeeding Law).

“Existing LLC Agreement” is defined in the recitals to this Agreement.

“Existing Owners” means (a) Lea & Eddy Holdings, LLC, a Texas limited liability company, Double Eagle IV Midco, LLC, a Delaware limited liability company, Abyss Inc, a Texas corporation, Cactus Energy, Inc., a Texas corporation, Richard H. Coats, Charles R. Wiggins, Richard H. Coats Jr., Christopher Keegan Faudree and Mark T. Dehlinger and (b) the Permitted Transferees of the Persons described in clause (a).

“Fair Market Value” means the fair market value of any property as determined in Good Faith by the Managing Member (after taking into account such factors as the Managing Member shall deem appropriate).

“Federal Bankruptcy Code” means Title 11 of the United States Code, as amended, and the rules and regulations promulgated thereunder (or any corresponding provisions of succeeding Law).

“Fiscal Year” means the fiscal year of the Company, which shall end on December 31 of each calendar year unless, for U.S. federal income tax purposes, another fiscal year is required. The Company shall have the same fiscal year for U.S. federal income tax purposes and for accounting purposes.

“Fund Entity” is defined in the definition of Transfer.

“Good Faith” means, when applied to the actions or omissions of any Person, at the time of such action or omission such person held a subjective belief that such action is in, or not opposed to, the best interests of the Company and its Subsidiaries.

“Gross Asset Value” means, with respect to any asset, the asset’s Adjusted Basis for U.S. federal income tax purposes (which, in the case of any Depletable Property, shall be determined pursuant to Treasury Regulations Section 1.613A-3(e)(3)(iii)(c)), except as follows:

(a)

the initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross Fair Market Value of such asset as of the date of such contribution;

(b)

the Gross Asset Values of all Company assets shall be adjusted to equal their respective gross Fair Market Values as of the following times: (i) the acquisition of an interest (or additional interest) in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution to the Company or in exchange for the performance of more than a de minimis amount of services to or for the benefit of the Company; (ii) the distribution by the Company to a Member of more than a de minimis amount of Company assets as consideration for an interest in the Company; (iii) the liquidation of the Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g)(1); (iv) the acquisition of an interest in the Company by any new or existing Member upon the exercise of a Non-Compensatory Option in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(s); or (v) any other event to the extent determined by the Company Representative to be permitted and necessary or appropriate to properly reflect Gross Asset Values in accordance with the standards set forth in Treasury Regulations Section 1.704-1(b)(2)(iv)(q); provided, however, that adjustments pursuant to clauses (i), (ii) and (iv) above shall be made only if the Company Representative reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company. If any Non-Compensatory Options are outstanding upon the occurrence of an event described in this paragraph (b)(i) through (b)(v), the Company shall adjust the Gross Asset Values of its properties in accordance with Treasury Regulations Sections 1.704-1(b)(2)(iv)(f)(1) and 1.704-1(b)(2)(iv)(h)(2);

(c)

the Gross Asset Value of any Company asset distributed to any Member shall be adjusted to equal the gross Fair Market Value of such asset on the date of such distribution;

(d)

the Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the Adjusted Basis of such assets pursuant to Section 734(b) of the Code (including any such adjustments pursuant to Treasury Regulations Section 1.734-2(b)(1)), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m) and subsection (g) in the definition of “Profits” or “Losses” below or Section 4.2(h); provided, however, that the Gross Asset Value of a Company asset shall not be adjusted pursuant to this subsection to the extent the Company Representative determines that an adjustment pursuant to subsection (b) of this definition is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subsection (d); and

(e)

if the Gross Asset Value of a Company asset has been determined or adjusted pursuant to subsections (a), (b) or (d) of this definition of Gross Asset Value, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits, Losses, Simulated Depletion and other items allocated pursuant to Article IV.

“Indebtedness” means (a) all indebtedness for borrowed money (including capitalized lease obligations, sale-leaseback transactions or other similar transactions, however evidenced), (b) any other indebtedness that is evidenced by a note, bond, debenture, draft or similar instrument, (c) notes payable and (d) lines of credit and any other agreements relating to the borrowing of money or extension of credit.

“Interest” means the entire interest of a Member in the Company, including the Units and all of such Member’s rights, powers and privileges under this Agreement and the TBOC.

“Investment Company Act” means the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (or any corresponding provisions of succeeding Law).

“IPO” is defined in the recitals to this Agreement.

“Law” means any statute, Law, ordinance, regulation, rule, code, order, requirement or rule of Law (including common Law) of any Governmental Entity.

“Legal Action” is defined in Section 11.8.

“Liability” means any liability or obligation, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated and whether due or to become due, regardless of when asserted.

“Liquidating Event” is defined in Section 10.1.

“Managing Member” is defined in the recitals to this Agreement.

“Member” means any Person that executes this Agreement as a Member, and any other Person admitted to the Company as an additional or substituted Member, that has not made a disposition of such Person’s entire Interest.

“Member Minimum Gain” has the meaning ascribed to “partner nonrecourse debt minimum gain” set forth in Treasury Regulations Section 1.704-2(i). It is further understood that the determination of Member Minimum Gain and the net increase or decrease in Member Minimum Gain shall be made in the same manner as required for such determination of Company Minimum Gain under Treasury Regulations Sections 1.704-2(d) and 1.704-2(g)(3).

“Member Nonrecourse Debt” has the meaning of “partner nonrecourse debt” set forth in Treasury Regulations Section 1.704-2(b)(4).

“Member Nonrecourse Deductions” has the meaning of “partner nonrecourse deductions” set forth in Treasury Regulations Sections 1.704-2(i)(1) and 1.704-2(i)(2).

“Minority Member Redemption Date” is defined in Section 3.6(g).

“Minority Member Redemption Notice” is defined in Section 3.6(g).

“National Securities Exchange” means an exchange registered with the Commission under Section 6(a) of the Exchange Act.

“Non-Compensatory Option” has the meaning set forth in Treasury Regulations Section 1.721-2(f).

“Nonrecourse Deductions” has the meaning assigned that term in Treasury Regulations Section 1.704-2(b).

“Nonrecourse Liability” is defined in Treasury Regulations Section 1.704-2(b)(3).

“Officer” is defined in Section 6.2(b).

“Opportunities Exempt Party” is defined in Section 7.4.

“Partnership Tax Audit Rules” means Sections 6221 through 6241 of the Code, as amended, together with any final or temporary Treasury Regulations, Revenue Rulings, and case Law interpreting Sections 6221 through 6241 of the Code, as amended (and any analogous provision of state or local tax Law).

“Permitted Transferee” means, with respect to any Member, (a) any Affiliate of such Member, (b) any current or former officer, employee, manager, director, partner, shareholder, co-investor, affiliated investment fund, management entity or investment vehicle or member of such Member or any successor of such Persons, (c) any successor entity of such Member, (d) any Person established for the benefit of, and beneficially owned solely by, such Member, (e) with respect to any Member that is a natural person or of which a majority of the outstanding Equity Securities and voting power with respect to the election of directors (or the selection of any other similar governing body in the case of an entity other than a corporation) are beneficially owned by a single natural person, a trust established by or for the benefit of such natural person of which only such natural person and his immediate family members are beneficiaries, (f) upon the death of any Member that is a natural person, an executor, administrator or beneficiary of the estate of the deceased Member, and (g) any 5% Owner.

“Person” means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act.

“Plan Asset Regulations” means the regulations issued by the U.S. Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations, or any successor regulations as the same may be amended from time to time.

“Proceeding” is defined in Section 6.4(a).

“Profits” or “Losses” means, for each Fiscal Year or other taxable period, an amount equal to the Company’s taxable income or loss for such year or period, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in taxable income or loss), with the following adjustments (without duplication):

(a)

any income or gain of the Company that is exempt from U.S. federal income tax or otherwise described in Section 705(a)(1)(B) of the Code and not otherwise taken into account in computing Profits or Losses shall be added to such taxable income or loss;

(b)

any expenditures of the Company described in Section 705(a)(2)(B) of the Code or treated as Section 705(a)(2)(B) of the Code expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses, shall be subtracted from such taxable income or loss;

(c)

in the event the Gross Asset Value of any Company asset is adjusted pursuant to subsection (b) or (c) of the definition of Gross Asset Value above, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the Gross Asset Value of the Company asset) or an item of loss (if the adjustment decreases the Gross Asset Value of the Company asset) from the disposition of such asset and shall, except to the extent allocated pursuant to Section 4.2, be taken into account for purposes of computing Profits or Losses;

(d)

gain or loss resulting from any disposition of Company assets (other than Depletable Property) with respect to which gain or loss is recognized for U.S. federal income tax purposes shall be computed with reference to the Gross Asset Value of the asset disposed of, notwithstanding that the adjusted tax basis of such asset differs from its Gross Asset Value;

(e)

gain resulting from any disposition of Depletable Property with respect to which gain is recognized for U.S. federal income tax purposes shall be treated as being equal to the corresponding Simulated Gain;

(f)

in lieu of the depreciation, amortization and other cost recovery deductions (excluding depletion) taken into account in computing such taxable income or loss, there shall be taken into account Depreciation;

(g)

to the extent an adjustment to the adjusted tax basis of any asset pursuant to Section 734(b) of the Code is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Account balances as a result of a distribution other than in liquidation of a Member’s interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or an item of loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses; and

(h)

any items of income, gain, loss or deduction that are specifically allocated pursuant to the provisions of Section 4.2 shall not be taken into account in computing Profits or Losses for any taxable year, but such items available to be specially allocated pursuant to Section 4.2 will be determined by applying rules analogous to those set forth in subparagraphs (a) through (g) above.

“Property” means all real and personal property owned by the Company from time to time, including both tangible and intangible property.

“PubCo” is defined in the recitals to this Agreement.

“PubCo Agreement” is defined in the recitals to this Agreement.

“PubCo Change of Control” means the acquisition of greater than 50% of the outstanding PubCo Shares entitled to vote in the election of directors of PubCo by any Person, other than the Existing Owners or an Affiliate of the Existing Owners, in a transaction approved by (i) the Board and (ii) so long as the Existing Owners, directly or indirectly, own at least 20% of the outstanding Units, the Existing Owners owning at least 50% of the Interests owned by all Existing Owners. Notwithstanding the foregoing, a “PubCo Change of Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of related transactions immediately following which the beneficial holders of the Class A Shares, Class B Shares, or other Equity Securities of PubCo immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in and voting control over, and own substantially all of the shares of, an entity which owns all or substantially all of the assets of PubCo immediately following such transaction or series of transactions.

“PubCo Change of Control Information” is defined in Section 3.6(h).

“PubCo Holdings Group” means PubCo and each Subsidiary of PubCo (other than the Company and its Subsidiaries), if any.

“PubCo Shares” means all classes and series of limited liability company interests of PubCo, including the Class A Shares and the Class B Shares.

“Public Offering” means an underwritten offering and sale of Equity Securities to the public pursuant to a registration statement, including a “bought” deal or “overnight” public offering.

“Reclassification Event” means any of the following: (a) any reclassification or recapitalization of PubCo Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination or any transaction subject to Section 3.1(g)), (b) any merger, consolidation or other combination involving PubCo, or (c) any sale, conveyance, lease, or other disposal of all or substantially all the properties and assets of PubCo to any other Person, in each of clauses (a), (b) or (c), as a result of which holders of PubCo Shares shall be entitled to receive cash, securities or other property for their PubCo Shares.

“Redeemed Units” is defined in Section 3.6(a)(iii)(A).

“Redeeming Member” is defined in Section 3.6(a)(i).

“Redemption” is defined in Section 3.6(a)(i).

“Redemption Contingency” is defined in Section 3.6(a)(iii)(C).

“Redemption Date” means (a) the later of (i) the date that is five Business Days after the applicable Redemption Notice Date and (ii) if the Company or PubCo has made a valid Cash Election with respect to the relevant Redemption, the first Business Day on which the Company or PubCo has available funds to pay the Cash Election Amount, which in no event shall be more than ten Business Days after the Redemption Notice Date, or (b) such later date (i) specified in the Redemption Notice or (ii) on which a Redemption Contingency is satisfied.

“Redemption Notice” is defined in Section 3.6(a)(iii).

“Redemption Notice Date” is defined in Section 3.6(a)(iii).

“Registration Rights Agreement” means the Registration Rights Agreement, by and among PubCo and certain of the Members, to be entered into concurrently with the closing of the IPO.

“Regulatory Allocations” is defined in Section 4.2(j).

“Retraction Notice” is defined in Section 3.6(b)(i).

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (or any corresponding provisions of succeeding Law).

“Shareholder’s Agreements” means those certain Shareholder’s Agreements, dated as of the date even herewith, among PubCo and the Existing Owners party thereto.

“Simulated Basis” means the Gross Asset Value of any Depletable Property. The Simulated Basis of each Depletable Property shall be allocated to each Member pro rata, in accordance with the number of Units owned by such Member as of the time such Depletable Property is acquired by the Company (and any additions to such Simulated Basis resulting from expenditures required to be capitalized in such Simulated Basis shall be allocated among the Members in a manner designed to cause the Members’ proportionate shares of such Simulated Basis to be in accordance with their proportionate ownership of Units as determined at the time of any such additions), and shall be reallocated among the Members pro rata, in accordance with the number of Units owned by such Member as determined immediately following the occurrence of an event giving rise to an adjustment to the Gross Asset Values of the Company’s Depletable Properties pursuant to clause (b) of the definition of Gross Asset Value.

“Simulated Depletion” means, with respect to each Depletable Property, a depletion allowance computed in accordance with U.S. federal income tax principles (as if the Simulated Basis of the property were its Adjusted Basis) and in the manner specified in the Treasury Regulations Section 1.704-1(b)(2)(iv)(k)(2). For purposes of computing Simulated Depletion with respect to any Depletable Property, the Simulated Basis of such property shall be deemed to be the Gross Asset Value of such property, and in no event shall such allowance, in the aggregate, exceed such Simulated Basis.

“Simulated Gain” means the amount of gain realized from the sale or other disposition of Depletable Property as calculated in Treasury Regulations Section 1.704-1(b)(2)(iv)(k)(2).

“Simulated Loss” means the amount of loss realized from the sale or other disposition of Depletable Property as calculated in Treasury Regulations Section 1.704-1(b)(2)(iv)(k)(2).

“Sponsor” is defined in the Shareholder’s Agreements.

“Subsidiary” means, with respect to any specified Person, any other Person with respect to which such specified Person (a) has, directly or indirectly, the power, through the ownership of securities or otherwise, to elect a majority of directors or similar managing body or (b) beneficially owns, directly or indirectly, a majority of such Person’s Equity Securities.

“Tax Contribution Obligation” is defined in Section 9.5(c).

“Tax Distributions” means any distributions required to be made pursuant to Section 5.2.

“Tax Offset” is defined in Section 9.5(c).

“TBOC” means the Texas Business Organizations Code, as amended (or any corresponding provisions of succeeding Law).

“Trading Day” means a day on which the New York Stock Exchange or such other principal United States securities exchange on which the Class A Shares are listed or admitted to trading is open for the transaction of business (unless such trading shall have been suspended for the entire day).

“Transfer” means, when used as a noun, any voluntary or involuntary, direct or indirect (whether through a change of control of the Transferor or any Person that controls the Transferor, the issuance or transfer of Equity Securities of the Transferor, by operation of Law or otherwise), transfer, sale, pledge or hypothecation or other disposition and, when used as a verb, voluntarily or involuntarily, directly or indirectly (whether through a change of control of the Transferor or any Person that controls the Transferor, the issuance or transfer of Equity Securities of the Transferor or any Person that controls the Transferor, by operation of Law or otherwise), to transfer, sell, pledge or hypothecate or otherwise dispose of; provided, however, that notwithstanding anything in this Agreement to the contrary, “Transfer” shall be deemed not to include (a) any issuance or other Transfer of Equity Securities in a Member or any Person that directly or indirectly controls a Member; or (b) any issuance or other Transfer of Equity Securities or other interest (i) in any investment fund or alternative investment vehicle of an investment fund that is managed or advised by the investment manager of any Member or its Affiliates or by an Affiliate of such investment manager (a “Fund Entity”), or (ii) in any Person that directly or indirectly owns any equity or voting interest in such Fund Entity (which, for the avoidance of doubt, includes any limited partner, general partner or managing member of any such Fund Entity and any Person who directly or indirectly owns any equity or voting interest in such limited partner, general partner or managing member).

The terms “Transferee,” “Transferor,” “Transferred,” and other forms of the word “Transfer” shall have the correlative meanings.

“Transfer Agent” is defined in Section 3.6(a)(iii).

“Treasury Regulations” means pronouncements, as amended from time to time, or their successor pronouncements, which clarify, interpret and apply the provisions of the Code, and which are designated as “Treasury Regulations” by the United States Department of the Treasury.

“Trigger Event” is defined in the PubCo Agreement.

“Uniform Commercial Code” means the Uniform Commercial Code or any successor provision thereof as the same may from time to time be in effect in the State of Texas.

“Unit Redemption Price” means, with respect to a particular Redemption or an exercise of the Call Right for which a Cash Election has been made, (a) if the Class A Shares trade on a securities exchange or automated or electronic quotation system, the average of the volume-weighted closing price for a Class A Share on the principal U.S. securities exchange or automated or electronic quotation system on which the Class A Shares trade, as reported by Bloomberg, L.P., or its successor, for each of the ten consecutive full Trading Days ending on and including the last full Trading Day immediately prior to the Redemption Notice Date, subject to appropriate and equitable adjustment for any stock splits, reverse splits, share dividends or similar events affecting the Class A Shares and (b) if the Class A Shares no longer trade on a securities exchange or automated or electronic quotation system, an amount equal to the Fair Market Value of one Class A Share, as determined by the Managing Member in Good Faith, that would be obtained in an arms’ length transaction for cash between an informed and willing buyer and an informed and willing seller, neither of whom is under any compulsion to buy or sell, and without regard to the particular circumstances of the buyer or seller; provided that if PubCo conducts a Public Offering to fund any Cash Election Amount as permitted by this Agreement, then the Unit Redemption Price shall be net of each Redeeming Member’s pro rata share of any Discount in connection with such Public Offering.

“Units” means the Units issued under this Agreement and shall also include any Equity Security of the Company issued in respect of or in exchange for any such Units, whether by way of dividend or other distribution, split, recapitalization, merger, rollup transaction, consolidation, conversion or reorganization.

“U.S. GAAP” means United States generally accepted accounting principles, as in effect from time to time, consistently applied.

“Winding-Up Member” is defined in Section 10.3(a).

Section 1.2 Construction. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(a)

all accounting terms not otherwise defined herein have the meanings assigned under U.S. GAAP;

(b)

all references to currency, monetary values and dollars set forth herein shall mean United States dollars and all payments hereunder shall be made in United States dollars;

(c)

when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated;

(d)

whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”;

(e)

“or” is not exclusive;

(f)

pronouns of either gender or neuter shall include, as appropriate, the other pronoun forms;

(g)

the terms “in writing,” “written communications,” “written notice” and words of similar import shall be deemed satisfied under this Agreement by use of e-mail and other forms of electronic communication; and

(h)

the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement.

ARTICLE II

ORGANIZATION OF THE LIMITED LIABILITY COMPANY

Section 2.1 Formation. The Company has been formed as a limited liability company pursuant to the provisions of the TBOC upon the terms, provisions and conditions set forth in this Agreement.

Section 2.2 Filing. The Company’s Certificate of Formation has been filed with the Secretary of State of the State of Texas in accordance with the TBOC. The Members shall execute such further documents (including amendments to such Certificate of Formation) and take such further action as is appropriate to comply with the requirements of Law for the formation or operation of a limited liability company in Texas and in all states and counties where the Company may conduct its business.

Section 2.3 Name. The name of the Company is “EagleRock Land Operating, LLC.” The Company’s business may be conducted under any other name or names, as determined by the Managing Member. The words “Limited Liability Company,” “LLC,” or similar words or letters shall be included in the Company’s name where necessary for the purpose of complying with the Laws of any jurisdiction that so requires. The Managing Member may change the name of the Company at any time and from time to time and shall notify the Members of such change in the next regular communication to the Members.

Section 2.4 Registered Office; Registered Agent. Unless and until changed by the Managing Member, the registered office of the Company in the State of Texas shall be located at 1999 Bryan St., Suite 900, Dallas, Texas 75201-3136, Dallas County, and the registered agent for service of process on the Company in the State of Texas at such registered office shall be Capitol Services, Inc.

Section 2.5 Principal Office; Principal Place of Business. Unless and until changed by the Managing Member, the principal office of the Company shall be located at 9655 Katy Freeway, Suite 375, Houston, Texas 77024. The Company may maintain offices at such other place or places within or outside the State of Texas as the Managing Member may designate. The principal place of business of the Company shall be located in such place as is determined by the Managing Member from time to time.

Section 2.6 Purpose. The purpose of the Company shall be to engage in any business activity that lawfully may be conducted by a limited liability company organized under the Laws of the State of Texas and, in connection therewith, to exercise all of the rights and powers conferred upon the Company pursuant to the agreements relating to such business activity.

Section 2.7 Powers. The Company shall be empowered and authorized to do, take, and engage in, any and all acts and things necessary, appropriate, desirable, advisable, ancillary or incidental for the furtherance and accomplishment of the purposes described in Section 2.6.

Section 2.8 Term. The Company’s term commenced upon the filing of the Certificate of Formation in accordance with the TBOC and shall be perpetual, unless and until it is dissolved, its affairs are wound up and it is terminated in accordance with the provisions of Article X. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate of Formation as provided in the TBOC.

Section 2.9 Intent. It is the intent of the Members that the Company be operated in a manner consistent with its treatment as a “partnership” for U.S. federal and state income tax purposes. It is also the intent of the Members that the Company not be operated or treated as a “partnership” for purposes of Section 303 of the Federal Bankruptcy Code. Neither the Company nor any Member shall take any action inconsistent with the express intent of the parties hereto as set forth in this Section 2.9.

Section 2.10 Title to Company Assets. Title to Company assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Company as an entity, and no Member or Officer, individually or collectively, shall have any ownership interest in such Company assets or any portion thereof. Title to any or all of the Company assets may be held in the name of the Company or one or more nominees, as the Managing Member may determine. All Company assets shall be recorded as the property of the Company in its books and records, irrespective of the name in which record title to such Company assets is held.

ARTICLE III

OWNERSHIP AND CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS

Section 3.1 Authorized Equity Securities; General Provisions With Respect to Equity Securities and Debt Securities.

(a)

Subject to the provisions of this Agreement, the Company shall be authorized to issue from time to time such number of Units and such other Equity Securities as the Managing Member shall determine in accordance with Section 3.3. Each authorized Unit and other Equity Security may be issued pursuant to such agreements as the Managing Member shall approve, including pursuant to options and warrants. The Company may reissue any Units or other Equity Securities that have been repurchased or acquired by the Company.

(b)

Except to the extent explicitly provided otherwise herein (including Section 3.3), each outstanding Unit shall be identical.

(c)

Initially, none of the Units or other Equity Securities will be represented by certificates. If the Managing Member determines that it is in the interest of the Company to issue certificates representing the Units or other Equity Securities, certificates will be issued and the Units or other Equity Securities will be represented by those certificates, and this Agreement shall be amended as necessary or desirable to reflect the issuance of certificated Units or other Equity Securities for purposes of the Uniform Commercial Code. Nothing contained in this Section 3.1(c) shall be deemed to authorize or permit any Member to Transfer its Units or other Equity Securities except as otherwise permitted under this Agreement.

(d)

The total number of Units or other Equity Securities issued and outstanding and held initially by the Members as of the date hereof is set forth on Exhibit A. The Company shall, without the requirement of additional action or approval by the Managing Member or any other Person, update such schedule of Members in the books and records to reflect any Transfers of Interests, the issuance of additional Units or other Equity Securities and subdivisions or combinations of Units, in each case, from time to time in accordance with the terms of this Agreement.

(e)

If, at any time after the Effective Time, PubCo issues a Class A Share or any other Equity Security of PubCo (other than Class B Shares), (i) one or more members of the PubCo Holdings Group shall concurrently contribute to the Company the net proceeds (in cash or other property, as the case may be), if any, received by PubCo for such Class A Share or other Equity Security and (ii) the Company shall concurrently issue the relevant member(s) of the PubCo Holdings Group (and the Company shall be deemed to have automatically issued to such member(s) of the PubCo Holdings Group without further action or agreement), in accordance with the contributions made by each such member pursuant to clause (i), one Unit (if PubCo issues a Class A Share), or such other Equity Security of the Company (if PubCo issues Equity Securities other than Class A Shares) corresponding to the Equity Securities issued by PubCo, and with substantially the same rights to dividends and distributions (including distributions upon liquidation, but taking into account differences resulting from any tax or other liabilities borne by PubCo) and other economic rights as those of such Equity Securities of PubCo to be issued (“Corresponding OpCo Equity Securities”); provided that if PubCo issues any Class A Shares in order to acquire or fund the acquisition from a Member (other than any member of the PubCo Holdings Group) of a number of Units (and Class B Shares) equal to the number of Class A Shares so issued, then the Company shall not issue any new Units in connection therewith and, where such Class A Shares have been issued for cash to fund such an acquisition by any member of the PubCo Holdings Group pursuant to a Cash Election, the PubCo Holdings Group shall not

be required to transfer such net proceeds to the Company, and such net proceeds shall instead be transferred by such member of the PubCo Holdings Group to such Member as consideration for such acquisition as required pursuant to Section 3.6(a)(iv). For the avoidance of doubt, if PubCo issues any Class A Shares or other Equity Security for cash to be used to fund the direct or indirect acquisition by any member of the PubCo Holdings Group of any Person or the assets of any Person, then the PubCo Holdings Group shall not be required to transfer such cash proceeds to the Company but instead such member of the PubCo Holdings Group shall be required to contribute (or cause to be contributed) such Person or the material assets and liabilities of such Person to the Company or any of its Subsidiaries. Notwithstanding the foregoing, this Section 3.1(e) shall not apply to the issuance and distribution to holders of PubCo Shares of rights to purchase Equity Securities of PubCo under a “poison pill” or similar shareholders rights plan (and upon any Redemption of Units for Class A Shares, such Class A Shares will be issued together with a corresponding right under such plan), or to the issuance under PubCo’s employee benefit plans of any warrants, options, other rights to acquire Equity Securities of PubCo or rights or property that may be converted into or settled in Equity Securities of PubCo, but shall in each of the foregoing cases apply to the issuance of Equity Securities of PubCo in connection with the exercise or settlement of such rights, warrants, options or other rights or property. Except pursuant to Section 3.6, (x) the Company may not issue any additional Units to any member of the PubCo Holdings Group unless substantially simultaneously therewith a member of the PubCo Holdings Group issues or sells an equal number of newly-issued Class A Shares to another Person, and (y) the Company may not issue any other Equity Securities of the Company to any member of the PubCo Holdings Group unless substantially simultaneously therewith a member of the PubCo Holdings Group issues or sells, to another Person, an equal number of newly-issued shares of a new class or series of Equity Securities of PubCo or such member of the PubCo Holdings Group with substantially the same rights to dividends and distributions (including distributions upon liquidation, but taking into account differences resulting from any tax or other liabilities borne by PubCo) and other economic rights as those of such Equity Securities of the Company (“Corresponding PubCo Equity Securities”). If at any time any member of the PubCo Holdings Group issues Debt Securities, such member of the PubCo Holdings Group shall transfer to the Company (in a manner to be determined by the Managing Member in its reasonable discretion) the proceeds received by such member of the PubCo Holdings Group in exchange for such Debt Securities (or if such proceeds are used to fund the direct or indirect acquisition by a member of the PubCo Holdings Group of any Person or the assets of any Person, then such Person or the material assets and liabilities of such Person) in a manner that directly or indirectly burdens the Company with the repayment of the Debt Securities. In the event any Equity Security outstanding at PubCo is exercised or otherwise converted and, as a result, any Class A Shares or other Equity Securities of PubCo are issued, (1) the corresponding Equity Security outstanding at the Company shall be similarly exercised or otherwise converted, as applicable, and an equivalent number of Units or other Equity Securities of the Company shall be issued to the PubCo Holdings Group as contemplated by the first sentence of this Section 3.1(e), and (2) the PubCo Holdings Group shall concurrently contribute to the Company the net proceeds, if any, received by the PubCo Holdings Group from any such exercise.

(f)

No member of the PubCo Holdings Group may redeem, repurchase or otherwise acquire (other than from another member of the PubCo Holdings Group) (i) except pursuant to Section 3.6, any Class A Shares (including upon forfeiture of any unvested Class A Shares) unless substantially simultaneously the Company redeems, repurchases or otherwise acquires from the PubCo Holdings Group an equal number of Units for the same price per security or (ii) any other Equity Securities of PubCo, unless substantially simultaneously the Company redeems, repurchases or otherwise acquires from the PubCo Holdings Group an equal number of Corresponding OpCo Equity Securities for the same price per security. The Company may not redeem, repurchase or otherwise acquire (x) except pursuant to Section 3.6, any Units from the PubCo Holdings Group unless substantially simultaneously the PubCo Holdings Group redeems, repurchases or otherwise acquires an equal number of Class A Shares for the same price per security from holders thereof, or (y) any other Equity Securities of the Company from the PubCo Holdings Group unless substantially simultaneously the PubCo Holdings Group redeems, repurchases or otherwise acquires for the same price per security an equal number of Corresponding PubCo Equity Securities. Notwithstanding the foregoing, to the extent that any consideration payable by the PubCo Holdings Group in connection with the redemption or repurchase of any Class A Shares or other Equity Securities of the PubCo Holdings Group consists (in whole or in part) of Class A Shares or such other Equity Securities (including in connection with the cashless exercise of an option or warrant), then the redemption or repurchase of the corresponding Units or other Equity Securities of the Company shall be effectuated in an equivalent manner.

(g)

Except pursuant to Section 3.1(i), the Company shall not in any manner effect any subdivision (by any equity split, equity distribution, reclassification, recapitalization or otherwise) or combination (by reverse equity split, reclassification, recapitalization or otherwise) of the outstanding Units or other Equity Securities of the Company unless accompanied by an identical subdivision or combination, as applicable, of the outstanding PubCo Shares or Corresponding PubCo Equity Securities, with corresponding changes made with respect to any other exchangeable or convertible securities. Unless in connection with any action taken pursuant to Section 3.1(i), PubCo shall not in any manner effect any subdivision (by any equity split, equity distribution, reclassification, recapitalization or otherwise) or combination (by reverse equity split, reclassification, recapitalization or otherwise) of the outstanding PubCo Shares or other Equity Securities of PubCo unless accompanied by an identical subdivision or combination, as applicable, of the outstanding Units or Corresponding OpCo Equity Securities, with corresponding changes made with respect to any other exchangeable or convertible securities.

(h)

Notwithstanding any other provision of this Agreement, the Company may redeem Units from the PubCo Holdings Group for cash to fund any acquisition by the PubCo Holdings Group of another Person or the assets and liabilities of such Person, provided that promptly after such redemption and acquisition, the PubCo Holdings Group contributes or causes to be contributed, directly or indirectly, such Person or the assets and liabilities of such Person to the Company or any of its Subsidiaries in exchange for a number of Units equal to the number of Units so redeemed. The Company may redeem Units from the PubCo Holdings Group for all or a portion of the stock or other equity interests of a Subsidiary of the Company held by the Company; provided that, promptly after such redemption and any related transactions, the PubCo Holdings Group contributes or causes to be contributed, directly or indirectly, the material assets and liabilities of such Subsidiary to the Company or any of its other Subsidiaries in exchange for a number of Units equal to the number of Units so redeemed.

(i)

Notwithstanding any other provision of this Agreement (including Section 3.1(e)), if the PubCo Holdings Group acquires or holds any material amount of cash in excess of any monetary obligations PubCo reasonably anticipates, PubCo may: (i) contribute such excess cash amount to the Company in exchange for a number of Units or other Equity Securities of the Company, and distribute to the holders of Class A Shares such number of Class A Shares (if the Company issues Units to PubCo) or Corresponding PubCo Equity Securities (if the Company issues Equity Securities of the Company other than Units), or (ii) use or cause to be used such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of PubCo and the Company and to the one-to-one exchange ratio between Units and Class A Shares, as PubCo (including in its capacity as the Managing Member) in Good Faith determines to be fair and reasonable to the holders of PubCo Shares and to the Members to preserve the intended economic effect of this Section 3.1, Section 3.6, and the other provisions hereof.

(j)

Upon any redemption, repurchase, exchange or other acquisition and/or cancellation by, or forfeiture to, the Company of Units held by any Person (other than as a result of any restructuring where substantially similar interests are issued to the holders of Units), an equal number of Class B Shares held by such Person shall be automatically forfeited and cancelled for no consideration.

Section 3.2 Voting Rights. No Member has any voting right except with respect to those matters specifically reserved for a Member vote under the TBOC and for matters expressly requiring the approval of Members under this Agreement. Except as otherwise required by the TBOC, each Unit will entitle the holder thereof to one vote on all matters to be voted on by the Members. Except as otherwise expressly provided in this Agreement, the holders of Units having voting rights will vote together as a single class on all matters to be approved by the Members.

Section 3.3 Capital Contributions; Unit Ownership.

(a)

Capital Contributions. Except as otherwise set forth in Section 3.1(e) with respect to the obligations of the PubCo Holdings Group, no Member shall be required to make additional Capital Contributions.

(b)

Issuance of Additional Units or Interests. Except as otherwise expressly provided in this Agreement, the Managing Member shall have the right to authorize and cause the Company to issue on such terms (including price) as may be determined by the Managing Member (i) subject to the limitations of Section 3.1, additional Units or other Equity Securities in the Company (including creating preferred interests or other classes or series of interests having such rights, preferences and privileges as determined by the Managing Member, which rights, preferences and privileges may be senior to the Units), and (ii) obligations, evidences of Indebtedness or other securities or interests convertible or exchangeable for Units or other Equity Securities in the Company; provided that, at any time following the date hereof, in each case the Company shall not issue Equity Securities in the Company to any Person unless such Person shall have executed a counterpart to this Agreement and all other documents, agreements or instruments deemed necessary or desirable by the Managing Member. Upon such issuance and execution, such Person shall be admitted as a Member of the Company. In that event, the Managing Member shall update the Company’s books and records to reflect such additional issuances. Subject to Section 11.1, the Managing Member is hereby authorized to amend this Agreement to set forth the designations, preferences, rights, powers and duties of such additional Units or other Equity Securities in the Company, or such other amendments that the Managing Member determines to be otherwise necessary or appropriate in connection with the creation, authorization or issuance of, any class or series of Units or other Equity Securities in the Company pursuant to this Section 3.3(b); provided that, notwithstanding the foregoing, the Managing Member shall have the right to amend this Agreement as set forth in this sentence without the approval of any other Person (including any Member) and notwithstanding any other provision of this Agreement (other than Section 11.1) if the Managing Member so determines that such amendment is necessary or appropriate, and then only to the extent it so determines to be necessary or appropriate, in order to consummate any offering of PubCo Shares or other Equity Securities of PubCo provided that the designations, preferences, rights, powers and duties of any such additional Units or other Equity Securities of the Company as set forth in such amendment are substantially similar to those applicable to such PubCo Shares or other Equity Securities of PubCo.

Section 3.4 Capital Accounts. A Capital Account shall be maintained for each Member in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv) and, to the extent consistent with such regulations, the other provisions of this Agreement. Each Member’s Capital Account shall be (a) increased by (i) allocations to such Member of Profits pursuant to Section 4.1 and any other items of income or gain allocated to such Member pursuant to Section 4.2, (ii) the amount of cash or the initial Gross Asset Value of any asset (net of any Liabilities assumed by the Company and any Liabilities to which the asset is subject) contributed

to the Company by such Member, and (iii) any other increases allowed or required by Treasury Regulations Section 1.704-1(b)(2)(iv), and (b) decreased by (i) allocations to such Member of Losses pursuant to Section 4.1 and any other items of deduction or loss allocated to such Member pursuant to the provisions of Section 4.2, (ii) the amount of any cash or the Gross Asset Value of any asset (net of any Liabilities assumed by the Member and any Liabilities to which the asset is subject) distributed to such Member, and (iii) any other decreases allowed or required by Treasury Regulations Section 1.704-1(b)(2)(iv). In the event of a Transfer of Units made in accordance with this Agreement (including a deemed Transfer for U.S. federal income tax purposes as described in Section 3.6(a)(v)), the Capital Account of the Transferor that is attributable to the Transferred Units shall carry over to the Transferee Member in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv)(l).

Section 3.5 Other Matters.

(a)

No Member shall be entitled to demand or to receive a return on or of its Capital Contributions or withdraw from the Company without the written consent of the Managing Member. Under circumstances requiring a return of any Capital Contributions, no Member has the right to receive property other than cash.

(b)

No Member shall receive any interest, salary, compensation, draw or reimbursement with respect to its Capital Contributions or its Capital Account, or for services rendered or expenses incurred on behalf of the Company or otherwise in its capacity as a Member, except as otherwise provided in Section 5.2, Section 6.9 or as otherwise contemplated by this Agreement.

(c)

The Liability of each Member shall be limited as set forth in the TBOC and other applicable Law and, except as expressly set forth in this Agreement or required by Law, no Member (or any of its Affiliates) shall be personally liable, whether to the Company, any of the other Members, the creditors of the Company, or any other third party, for any debt or Liability of the Company, whether arising in contract, tort or otherwise, solely by reason of being a Member of the Company.

(d)

Except as otherwise required by the TBOC, a Member shall not be required to restore a deficit balance in such Member’s Capital Account, to lend any funds to the Company or, except as otherwise set forth herein, to make any additional contributions or payments to the Company.

(e)

The Company shall not be obligated to repay any Capital Contributions of any Member.

Section 3.6 Redemption of Units.

(a)

Redemption Right.

(i)

Upon the terms and subject to the conditions set forth in this Section 3.6, each of the Members (other than the PubCo Holdings Group) (any such Member, a “Redeeming Member”) shall be entitled to cause the Company to redeem all or a portion of such Member’s Units (together with the surrender and delivery of the same number of Class B Shares) for an equivalent number of Class A Shares (a “Redemption”) or, at the Company’s election made in accordance with Section 3.6(a)(iv), cash equal to the Cash Election Amount calculated with respect to such Redemption. Upon the Redemption of all of a Member’s Units, such Member shall, for the avoidance of doubt, cease to be a Member of the Company.

(ii)

Unless otherwise approved by the Managing Member:

(A)

Except as set forth in Section 3.6(a)(ii)(B), or (C), with respect to each Redemption, a Redeeming Member shall be (1) required to redeem at least a number of Units equal to the lesser of 150,000 Units and all of the Units then held by such Redeeming Member and (2) permitted to effect a Redemption of Units no more frequently than once per calendar quarter. The Managing Member may, if it reasonably believes it necessary to be in compliance with federal securities Law or if it determines it to be in the interest of the Company for administrative purposes to coordinate redemptions by multiple Members or otherwise, adopt a policy to limit Redemptions pursuant to this Section 3.6(a)(ii)(A) to a particular date or period during each quarter by providing prior advance notice of such limitation to all Members.

(B)

Subject to Section 3.6(k), a Redeeming Member may exercise its Redemption right with respect to any of the then-held Units of such Member if such Redemption right is exercised in connection with a valid exercise of such Member’s rights to have the Class A Shares issuable in connection with such Redemption to participate in an offering of securities pursuant to, and in accordance with, the Registration Rights Agreement.

(C)

Subject to Section 3.6(k), a Redeeming Member may exercise its Redemption right no more frequently than once per calendar month with respect to any Units reasonably expected by the Redeeming Member to provide Class A Shares to be sold pursuant to a trading plan adopted pursuant to Rule 10b5-1 of the Exchange Act with respect to the Class A Shares; provided, that the Managing Member approved such trading plan for purposes of this Agreement in advance of its adoption (or amendment, if applicable) (such approval not to be unreasonably withheld, conditioned or delayed). The Managing Member may, if it reasonably believes it necessary to be in compliance with federal securities Law or if it determines it to be in the interest of the Company for administrative purposes to coordinate redemptions by multiple Members or otherwise, adopt a policy to limit Redemptions pursuant to this Section 3.6(a)(ii)(C) to a particular date or period during each calendar month by providing prior advance notice of such limitation to all Members.

(iii)

In order to exercise any Redemption right under Section 3.6(a)(i), the Redeeming Member shall provide written notice (the “Redemption Notice”) to the Company at least five Business Days prior to the Redemption Date, with a copy to PubCo (the date of delivery of such Redemption Notice, the “Redemption Notice Date”), stating:

(A)

the number of Units (together with the surrender and delivery of an equal number of Class B Shares) the Redeeming Member elects to have the Company redeem (the “Redeemed Units”);

(B)

if the Class A Shares to be received are to be issued other than in the name of the Redeeming Member, the name(s) of the Person or Persons in whose name or on whose order the Class A Shares are to be issued;

(C)

whether the exercise of the Redemption right is to be contingent (including as to timing) upon the closing of a Public Offering of the Class A Shares for which the Units will be redeemed or the closing of an announced merger, consolidation or other transaction or event to which PubCo is a party in which the Class A Shares would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property (such contingency, a “Redemption Contingency”); and

(D)

if the Redeeming Member requires the Redemption to take place on a specific Business Day, such Business Day, provided that, any such specified Business Day shall not be earlier than the date that would otherwise apply pursuant to the definition of Redemption Date.

If the Redeemed Units (and/or the Class B Shares to be transferred and surrendered) are represented by a certificate or certificates, prior to the Redemption Date, the Redeeming Member shall also present and surrender such certificate or certificates representing such Units (and/or Class B Shares) during normal business hours at the principal executive offices of the Company, or if any agent for the registration or transfer of Class A Shares is then duly appointed and acting (the “Transfer Agent”), at the office of the Transfer Agent. If required by the Managing Member, any certificate for Units and any certificate for Class B Shares (in each case, if certificated) surrendered to the Company hereunder shall be accompanied by instruments of transfer, in forms reasonably satisfactory to the Managing Member and the Transfer Agent, duly executed by the Redeeming Member or the Redeeming Member’s duly authorized representative.

(iv)

Upon receipt of a Redemption Notice, the Company shall be entitled to elect (a “Cash Election”) to settle the Redemption by delivering to the Redeeming Member, in lieu of all, but not less than all, of the applicable number of Class A Shares that would be received in such Redemption, an amount of cash equal to the Cash Election Amount for such Redemption. In order to make a Cash Election with respect to a Redemption, the Company

must provide written notice of such election to the Redeeming Member (with a copy to PubCo) no later than the second Business Day prior to the Redemption Date. If the Company fails to provide such written notice prior to such time, it shall not be entitled to make a Cash Election with respect to such Redemption without the written consent of the Redeeming Member.

(v)

For U.S. federal income (and applicable state and local) tax purposes, each of the Redeeming Member, the Company, and PubCo (and any other member of the PubCo Holdings Group, as applicable), agree to treat (A) each Redemption, to the extent that PubCo or another member of the PubCo Holdings Group contributes to the Company the consideration the Redeeming Member is entitled to receive pursuant to Section 3.6(b)(ii), and (B) in the event PubCo exercises its Call Right, each transaction between the Redeeming Member and PubCo or such other member of the PubCo Holdings Group, as a sale of the Redeeming Member’s Units (together with the same number of Class B Shares) to PubCo or such other member of the PubCo Holdings Group in exchange for Class A Shares or cash, as applicable. For U.S. federal income (and applicable state and local) tax purposes, each of the Redeeming Member, the Company, and PubCo (and any other member of the PubCo Holdings Group, as applicable), agree to treat each Redemption, to the extent PubCo does not exercise its Call Right and neither PubCo nor another member of the PubCo Holdings Group contributes to the Company the consideration the Redeeming Member is entitled to receive under Section 3.6(a)(i), as a distribution by the Company to the Redeeming Member.

(b)

Redemption Mechanics.

(i)

Subject to the satisfaction of any Redemption Contingency that is specified in the relevant Redemption Notice, the Redemption shall be completed on the Redemption Date and such Class A Shares issuable upon the Redemption, or, if a Cash Election has been made, the Cash Election Amount, as applicable, shall be delivered to the Redeeming Member as soon as reasonably practicable on or following the Redemption Date; provided, that if a valid Cash Election has not been made, the Redeeming Member may, at any time prior to the Redemption Date, revoke its Redemption Notice by giving written notice (the “Retraction Notice”) to the Company (with a copy to PubCo); provided, however, that in no event may the Redeeming Member deliver more than one Retraction Notice in any calendar quarter; provided further, that if PubCo has not complied with its obligations under the Registration Rights Agreement with respect to the Redeeming Member at the time of delivery of a Retraction Notice, such notice shall not be subject to the quarterly limitation in the immediately preceding clause. The timely delivery of a Retraction Notice shall terminate all of the Redeeming Member’s, the Company’s and PubCo’s (and any other member of the PubCo Holdings Group, as applicable) rights and obligations arising from the retracted Redemption Notice.

(ii)

Unless the Redeeming Member has timely delivered a Retraction Notice as provided in Section 3.6(b)(i) or PubCo (or such designated member(s) of the PubCo Holdings Group) has elected to exercise its Call Right pursuant to Section 3.6(f), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) (A) the Redeeming Member shall transfer and surrender the Redeemed Units (and a corresponding number of Class B Shares) to the Company, in each case free and clear of all liens and encumbrances, (B) unless, in the event of a Cash Election by the Company, the Company elects to fund any part of the consideration the Redeeming Member is entitled to receive under Section 3.6(a)(i) without a contribution from PubCo (or such other member(s) of the PubCo Holdings Group designated by PubCo), PubCo shall directly or indirectly contribute to the Company the consideration the Redeeming Member is entitled to receive under Section 3.6(a)(i) and, as described in Section 3.1(e), the Company shall issue to PubCo (or such other member(s) of the PubCo Holdings Group, as applicable) a number of Units or other Equity Securities of the Company as consideration for such contribution, (C) the Company shall (x) cancel the Redeemed Units, (y) transfer to the Redeeming Member the consideration the Redeeming Member is entitled to receive under Section 3.6(a)(i), and (z) if the Redeemed Units are certificated, issue to the Redeeming Member a certificate for a number of Units equal to the difference (if any) between the number of Units evidenced by the certificate surrendered by the Redeeming Member pursuant to clause (iii)(A) of this Section 3.6(b) and the number of Redeemed Units, and (D) PubCo shall cancel the surrendered Class B Shares. Notwithstanding any other provisions of this Agreement to the contrary, in the event that the Company makes a valid Cash Election, the PubCo Holdings Group shall only be obligated to contribute to the Company an amount in cash equal to the net proceeds (after deduction of any Discount) from the sale by PubCo of a number of Class A Shares equal to the number of Redeemed Units and Class B Shares to be redeemed with such cash or from the sale of other PubCo Equity Securities used to fund the Cash Election Amount; provided that PubCo’s Capital Account (or the Capital Account(s) of the other member(s) of the PubCo Holdings Group, as applicable) shall be increased by the amount of such Discount in accordance with Section 6.9; provided further, that the contribution of such net proceeds shall in no event affect the Redeeming Member’s right to receive the Cash Election Amount.

(iii)

Notwithstanding any other provisions of this Agreement, prior to the Trigger Event, (A) the Company may not make a Cash Election to settle a Redemption by a Sponsor and (B) PubCo may not elect to pay the Cash Election Amount in connection with its exercise of the Call Right with respect to a Redemption by such Sponsor, in each case, unless, prior to or contemporaneously with making such Cash Election or electing to pay the Cash Election Amount, as applicable, (y) PubCo has issued a number of PubCo Equity Securities at least equal to the number of Units subject to

such Redemption and (z) in the case of clause (A), PubCo shall have contributed to the Company an amount in cash equal to the net proceeds, net of any Discount (including any deferred Discounts payable in connection with or as a result of such issuance), from such issuance of such PubCo Equity Securities; provided that once an issuance of a PubCo Equity Security has been applied pursuant to this sentence to permit a Cash Election or an election to pay the Cash Election Amount in connection with the exercise of the Call Right, such issuance may not be utilized to permit a subsequent Cash Election or an election to pay the Cash Election Amount in connection with the exercise of the Call Right.

(c)

If (i) there is any reclassification, reorganization, recapitalization or other similar transaction, including pursuant to a merger or consolidation, pursuant to which the Class A Shares are converted or changed into another security, securities or other property (other than as a result of a subdivision or combination or any transaction subject to Section 3.1(g)), or (ii) except in connection with actions taken with respect to the capitalization of PubCo or the Company pursuant to Section 3.1(i), PubCo, by dividend or otherwise, distributes to all holders of the Class A Shares evidences of its Indebtedness or assets, including securities (including Class A Shares and any rights, options or warrants to all holders of the Class A Shares to subscribe for or to purchase or to otherwise acquire Class A Shares, or other securities or rights convertible into, exchangeable for or exercisable for Class A Shares) but excluding (A) any cash dividend or distribution, or (B) any such distribution of Indebtedness or assets, in either case (A) or (B) received by PubCo from the Company in respect of the Units, then upon any subsequent Redemption, in addition to the Class A Shares or the Cash Election Amount, as applicable, each Member shall be entitled to receive the amount of such security, securities or other property that such Member would have received if such Redemption had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization, other similar transaction, dividend or other distribution, taking into account any adjustment as a result of any subdivision (by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Shares are converted or changed into another security, securities or other property, or any dividend or distribution (other than an excluded dividend or distribution, as described above), this Section 3.1 shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to the Units held by the Members as of the date hereof, as well as any Units hereafter acquired by a Member and or its Permitted Transferees.

(d)

PubCo shall at all times keep available out of its authorized but unissued shares, solely for the purpose of issuance upon a Redemption, such number of Class A Shares that shall be issuable upon the Redemption of all outstanding Units (other than those Units held by any member of the PubCo Holdings Group). PubCo covenants that all Class A Shares that shall be issued upon a Redemption shall, upon issuance thereof, be validly issued, fully paid and non-assessable (except as such non-assessability may be limited by Sections 101.206 and 101.613 of the TBOC). In addition, for so long as the Class A Shares are listed on a National Securities Exchange, PubCo shall use its reasonable best efforts to cause all Class A Shares issued upon a Redemption to be listed on such National Securities Exchange at the time of such issuance.

(e)

The issuance of Class A Shares upon a Redemption shall be made without charge to the Redeeming Member for any stamp or other similar tax in respect of such issuance; provided that if any such Class A Shares are to be issued in a name other than that of the Redeeming Member, then the Person or Persons in whose name the shares are to be issued shall pay to PubCo (or such designated member(s) of the PubCo Holdings Group) the amount of any tax that may be payable in respect of any transfer involved in such issuance or shall establish to the reasonable satisfaction of PubCo that such tax has been paid or is not payable. Each of the Company and any member of the PubCo Holdings Group shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable upon a Redemption (and the Redeeming Member agrees to indemnify the Company and the PubCo Holdings Group with respect to) such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of applicable Law, and to the extent deduction and withholding is required, such deduction and withholding may be taken in Class A Shares. Prior to making such deduction or withholding, the Company shall use commercially reasonable efforts to give written notice to the Redeeming Member to reduce or avoid any such withholding. To the extent such amounts are so deducted or withheld and paid over to the relevant Governmental Entity, such amounts shall be treated for all purposes under this Agreement as having been paid to the Redeeming Member and, if withholding is taken in Class A Shares, the relevant withholding party shall be treated as having sold such Class A Shares on behalf of such Redeeming Member for an amount of cash equal to the Fair Market Value thereof at the time of such deemed sale and paid such cash proceeds to the appropriate Governmental Entity. Notwithstanding the foregoing, in the event any deduction or withholding is required upon the issuance of Class A Shares, the relevant withholding party may require the Redeeming Member to pay to the relevant withholding party promptly, and in any event no later than ten (10) Business Days after the Redemption Date, cash equal to the amount of any such required deduction or withholding.

(f)

Call Right.

(i)

Notwithstanding anything to the contrary in this Section 3.6(f), but subject to Section 3.6(g), a Redeeming Member shall be deemed to have offered to sell its Redeemed Units as described in the Redemption Notice to PubCo (or such other member(s) of the PubCo Holdings Group as may be designated by PubCo), which may by means of delivery of a Call Election Notice in accordance with, and subject to the terms of, this Section 3.6(f),

elect to purchase directly and acquire such Units (together with the surrender and delivery of the same number of Class B Shares) on the Redemption Date by paying to the Redeeming Member (or, on the Redeeming Member’s written order, its designee) that number of Class A Shares the Redeeming Member (or its designee) would otherwise receive pursuant to Section 3.6(a)(i) or, at the election of PubCo (or such designated member(s) of the PubCo Holdings Group), an amount of cash equal to the Cash Election Amount of such Class A Shares (the “Call Right”), whereupon PubCo (or such designated member(s) of the PubCo Holdings Group) shall acquire the Units offered for redemption by the Redeeming Member (together with the surrender and delivery of the same number of Class B Shares to PubCo for cancellation). PubCo (or such designated member(s) of the PubCo Holdings Group) shall be treated for all purposes of this Agreement as the owner of such Units; provided that if the Cash Election Amount is funded other than through the issuance of Class A Shares, such Units will be reclassified into another Equity Security of the Company if the Managing Member determines such reclassification is necessary.

(ii)

PubCo (or such designated member(s) of the PubCo Holdings Group) may, at any time prior to the Redemption Date, deliver a written notice (a “Call Election Notice”) to the Company and the Redeeming Member setting forth its election to exercise its Call Right. A Call Election Notice may be revoked by the applicable member of the PubCo Holdings Group at any time; provided that any such revocation does not prejudice the ability of the parties to consummate a Redemption on the Redemption Date. Except as otherwise provided by this Section 3.6(f), an exercise of the Call Right shall be consummated pursuant to the same timeframe and in the same manner as the relevant Redemption would have been consummated if a member of the PubCo Holdings Group had not delivered a Call Election Notice.

(g)

In the event that (i) the Members (other than the PubCo Holdings Group) beneficially own, in the aggregate, less than 5% of the then outstanding Units and (ii) the Class A Shares are listed or admitted to trading on a National Securities Exchange, PubCo (or such other member(s) of the PubCo Holdings Group designated by PubCo) shall have the right to require all such Members to effect a Redemption of all (but not less than all) of such Members’ Units (together with the surrender and delivery of the same number of Class B Shares); provided that a Cash Election shall not be permitted pursuant to such a Redemption under this Section 3.6(g). PubCo (or such designated member(s) of the PubCo Holdings Group) shall deliver written notice to the Company and each such Member of its intention to exercise its Redemption right pursuant to this Section 3.6(g) (a “Minority Member Redemption Notice”) at least five Business Days prior to the proposed date upon which such Redemption is to be effected (such proposed date, the “Minority Member Redemption Date”), indicating in such notice the number of Units (and corresponding Class B Shares) held by such Member that PubCo (or such designated member(s) of the PubCo Holdings Group) intends to require to be

subject to such Redemption. Any Redemption pursuant to this Section 3.6(g) shall be effective on the Minority Member Redemption Date. From and after the Minority Member Redemption Date, (x) the Units and Class B Shares subject to such Redemption shall be deemed to be transferred to PubCo (or such designated member(s) of the PubCo Holdings Group) on the Minority Member Redemption Date and (y) such Member shall cease to have any rights with respect to the Units and Class B Shares subject to the Redemption (other than the right to receive Class A Shares pursuant to such Redemption). Following the delivery of a Minority Member Redemption Notice and on or prior to the Minority Member Redemption Date, the Members shall take all actions reasonably requested by PubCo (or such designated member(s) of the PubCo Holdings Group) to effect such Redemption, including taking any action and delivering any document required pursuant to the remainder of this Section 3.6 to effect a Redemption.

(h)

In connection with a PubCo Change of Control, PubCo shall have the right to require each Member (other than members of the PubCo Holdings Group) to effect a Redemption of some or all of such Member’s Units (together with the surrender and delivery of the same number of Class B Shares); provided that a Cash Election shall not be permitted pursuant to such a Redemption under this Section 3.6(h). Any Redemption pursuant to this Section 3.6(h) shall be effective immediately prior to the consummation of the PubCo Change of Control (and, for the avoidance of doubt, shall not be effective if such PubCo Change of Control is not consummated) (the “Change of Control Redemption Date”). From and after the Change of Control Redemption Date, (i) the Units and Class B Shares subject to such Redemption shall be deemed to be transferred to PubCo (or such other member(s) of the PubCo Holdings Group designated by PubCo) on the Change of Control Redemption Date and (ii) such Member shall cease to have any rights with respect to the Units and Class B Shares subject to such Redemption (other than the right to receive Class A Shares pursuant to such Redemption (or, if applicable, the consideration to be paid for the Class A Shares in the PubCo Change of Control)). PubCo shall provide written notice of an expected PubCo Change of Control to all Members within the earlier of (x) five Business Days following the execution of the agreement with respect to such PubCo Change of Control and (y) ten Business Days before the proposed date upon which the contemplated PubCo Change of Control is to be effected, indicating in such notice such information as may reasonably describe the PubCo Change of Control transaction, subject to applicable Law, including the date of execution of such agreement and the proposed effective date, as applicable, the amount and types of consideration to be paid for Class A Shares in the PubCo Change of Control, any election with respect to types of consideration that a holder of Class A Shares shall be entitled to make in connection with such PubCo Change of Control, and the number of Units (and corresponding Class B Shares) held by such Member that PubCo intends to require to be subject to such Redemption (the “PubCo Change of Control Information”). Following delivery of such notice and on or prior to the Change of Control Redemption Date, the Members shall take all actions reasonably requested by PubCo to effect such Redemption, including taking any action and delivering any document required pursuant to the remainder of this Section 3.6(h) to effect a Redemption.

(i)

No Redemption shall impair the right of the Redeeming Member to receive any distributions payable on the Redeemed Units pursuant to such Redemption in respect of a record date that occurs prior to the Redemption Date for such Redemption. For the avoidance of doubt, no Redeeming Member, or a Person designated by a Redeeming Member to receive Class A Shares, shall be entitled to receive, with respect to such record date, distributions or dividends both on Redeemed Units and on Class A Shares received by such Redeeming Member, or other Person so designated, if applicable, in such Redemption.

(j)

Any Units acquired by the Company under this Section 3.6 and transferred by the Company to any member of the PubCo Holdings Group shall remain outstanding and shall not be cancelled as a result of their acquisition by the Company. Notwithstanding any other provision of this Agreement, the applicable member(s) of the PubCo Holdings Group shall be automatically admitted as a Member of the Company with respect to any Units or other Equity Securities in the Company it receives under this Agreement (including under this Section 3.6 in connection with any Redemption).

(k)

The Managing Member may impose additional limitations and restrictions on Redemptions (including limiting Redemptions or creating priority procedures for Redemptions) to the extent it determines such limitations and restrictions to be necessary or appropriate to avoid undue risk that the Company may be classified as a “publicly traded partnership” within the meaning of Section 7704 of the Code. Furthermore, the Managing Member may require any Member or group of Members to redeem all of their Units without the consent or approval of any other Person (including any affected Members) to the extent it determines reasonably that such Redemption is necessary or appropriate to avoid undue risk that the Company may be classified as a “publicly traded partnership” within the meaning of Section 7704 of the Code. Upon delivery of any notice by the Managing Member to such Member or group of Members requiring such Redemption, such Member or group of Members shall exchange, subject to exercise by PubCo (or such other member(s) of the PubCo Holdings Group designated by PubCo) of the Call Right pursuant to Section 3.6(f)(i), all of their Units effective as of the date specified in such notice (and such date shall be deemed to be a Redemption Date for purposes of this Agreement) in accordance with this Section 3.6 and otherwise in accordance with the requirements set forth in such notice.

ARTICLE IV

ALLOCATIONS OF PROFITS AND LOSSES

Section 4.1 Profits and Losses. After giving effect to the allocations under Section 4.2 and subject to Section 4.4, Profits and Losses (and, to the extent determined by the Company Representative to be necessary and appropriate to achieve the resulting Capital Account balances described below, any allocable items of income, gain, loss, deduction or credit includable in the computation of Profits and Losses) for each Fiscal Year or other taxable period shall be allocated among the Members during such Fiscal Year or other taxable period in a manner such that, after giving effect to the special allocations set forth in Section 4.2 and all distributions through the end

of such Fiscal Year or other taxable period, the Capital Account balance of each Member, immediately after making such allocation, is, as nearly as possible, equal to (a) the amount such Member would receive pursuant to Section 10.3(b) if all assets of the Company on hand at the end of such Fiscal Year or other taxable period were sold for cash equal to their Gross Asset Values taking into account any adjustments thereto for such Fiscal Year or other taxable period, all liabilities of the Company were satisfied in cash in accordance with their terms (limited with respect to each nonrecourse liability to the Gross Asset Value of the assets securing such liability), and all remaining or resulting cash was distributed, in accordance with Section 10.3(b), to the Members immediately after making such allocation, minus (b) such Member’s share of Company Minimum Gain and Member Minimum Gain, computed immediately prior to the hypothetical sale of assets, and the amount any such Member is treated as obligated to contribute to the Company, computed immediately after the hypothetical sale of assets.

Section 4.2 Special Allocations. The following allocations shall be made in the following order:

(a)

Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Members on a pro rata basis, in accordance with the number of Units owned by each Member as of the last day of such Fiscal Year or other taxable period. The amount of Nonrecourse Deductions for a Fiscal Year or other taxable period shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Fiscal Year or other taxable period over the aggregate amount of any distributions during that Fiscal Year or other taxable period of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 1.704-2(d).

(b)

Any Member Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Member who bears Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one Member bears the Economic Risk of Loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the Economic Risk of Loss. This Section 4.2(b) is intended to comply with the provisions of Treasury Regulations Section 1.704-2(i) and shall be interpreted consistently therewith.

(c)

Notwithstanding any other provision of this Agreement to the contrary, if there is a net decrease in Company Minimum Gain during any Fiscal Year or other taxable period (or if there was a net decrease in Company Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this Section 4.2(c)), each Member shall be specially allocated items of Company income and gain for such Fiscal Year or other taxable period in an amount equal to such Member’s share of the net decrease in Company Minimum Gain during such year (as determined pursuant to Treasury Regulations Section 1.704-2(g)(2)). This Section 4.2(c) is intended to constitute a minimum gain chargeback under Treasury Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

(d)

Notwithstanding any other provision of this Agreement except Section 4.2(c), if there is a net decrease in Member Minimum Gain during any Fiscal Year or other taxable period (or if there was a net decrease in Member Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this Section 4.2(d)), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the net decrease in Member Minimum Gain (as determined pursuant to Treasury Regulations Section 1.704-2(i)(4)). This Section 4.2(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(e)

Notwithstanding any provision hereof to the contrary except Section 4.2(a) and Section 4.2(b), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such allocation would cause such Member to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) at the end of such Fiscal Year or other taxable period. All Losses and other items of loss and expense in excess of the limitation set forth in this Section 4.2(e) shall be allocated to the Members who do not have an Adjusted Capital Account Deficit in proportion to their relative positive Capital Accounts but only to the extent that such Losses and other items of loss and expense do not cause any such Member to have an Adjusted Capital Account Deficit.

(f)

Notwithstanding any provision hereof to the contrary except Section 4.2(c) and Section 4.2(d), in the event any Member unexpectedly receives any adjustment, allocation or distribution described in paragraph (4), (5) or (6) of Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year or other taxable period) shall be specially allocated to such Member in an amount and manner sufficient to eliminate any Adjusted Capital Account Deficit of that Member as quickly as possible; provided that an allocation pursuant to this Section 4.2(f) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article IV have been tentatively made as if this Section 4.2(f) were not in this Agreement. This Section 4.2(f) is intended to constitute a qualified income offset under Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

(g)

If any Member has a deficit balance in its Capital Account at the end of any Fiscal Year or other taxable period that is in excess of the sum of (i) the amount that such Member is obligated to restore and (ii) the amount that the Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulations Sections 1.704-2(g)(1) and (i)(5), that Member shall be specially allocated items of Company income and gain and Simulated Gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 4.2(g) shall be made only if and to the extent that such Member would have a deficit balance in its Capital Account in excess of such sum after all other allocations provided for in this Article IV have been made as if Section 4.2(f) and this Section 4.2(g) were not in this Agreement.

(h)

To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Sections 734(b) of the Code (including any such adjustments pursuant to Treasury Regulations Section 1.734-2(b)(1)) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a distribution to any Member in complete liquidation of such Member’s Interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such item of gain or loss shall be allocated to the Members in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) if such Treasury Regulation section applies or to the Member to whom such distribution was made if Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

(i)

Simulated Depletion for each Depletable Property, and Simulated Loss for Depletable Property upon the disposition of such Depletable Property, shall be allocated among the Members in proportion to their shares of Simulated Basis in such Depletable Property.

(j)

The allocations set forth in Sections 4.2(a) through Section 4.2(i) (the “Regulatory Allocations”) are intended to comply with certain requirements of Treasury Regulations Sections 1.704-1(b) and 1.704-2. Notwithstanding any other provision of this Article IV (other than the Regulatory Allocations), the Regulatory Allocations (and anticipated future Regulatory Allocations) shall be taken into account in allocating other items of income, gain, loss and deduction among the Members so that, to the extent possible, the net amount of such allocation of other items and the Regulatory Allocations to each Member should be equal to the net amount that would have been allocated to each such Member if the Regulatory Allocations had not occurred. This Section 4.2(j) is intended to minimize to the extent possible and to the extent necessary any economic distortions which may result from application of the Regulatory Allocations and shall be interpreted in a manner consistent therewith.

(k)

Items of income, gain, loss, expense or credit resulting from a Covered Audit Adjustment shall be allocated to the Members in accordance with the applicable provisions of the Partnership Tax Audit Rules.

Section 4.3 Allocations for Tax Purposes in General.

(a)

Except as otherwise provided in this Section 4.3 or Section 4.4, each item of income, gain, loss and deduction of the Company for U.S. federal income tax purposes shall be allocated among the Members in the same manner as such item is allocated under Sections 4.1 and 4.2.

(b)

In accordance with Section 704(c) of the Code and the Treasury Regulations thereunder (including the Treasury Regulations applying the principles of Section 704(c) of the Code to changes in Gross Asset Values), items of income, gain, loss and deduction with respect to any Company property having a Gross Asset Value that differs from such property’s adjusted U.S. federal income tax basis shall, solely for U.S. federal income tax purposes, be allocated among the Members to account for any such difference using such method or methods determined by the Company Representative to be appropriate and in accordance with the applicable Treasury Regulations; provided, that the Company Representative will use the “traditional method with curative allocations,” with the curative allocations applied only to sale gain, under Treasury Regulations Section 1.704-3(c) with respect to the assets owned by the Company at the time of the IPO.

(c)

Any (i) recapture of depreciation or any other item of deduction shall be allocated, in accordance with Treasury Regulations Sections 1.1245-1(e) and 1.1254-5, to the Members who received the benefit of such deductions to the maximum extent permissible by Law, and (ii) recapture of grants or credits shall be allocated to the Members in accordance with applicable Law.

(d)

Tax credits of the Company shall be allocated among the Members as provided in Treasury Regulations Section 1.704-1(b)(4)(ii) and 1.704(b)(4)(viii).

(e)

Allocations pursuant to this Section 4.3 are solely for purposes of U.S. federal, state and local taxes and shall not affect or in any way be taken into account in computing any Member’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.

(f)

If, as a result of an exercise of a Non-Compensatory Option to acquire an interest in the Company, a Capital Account reallocation is required under Treasury Regulations Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulations Section 1.704-1(b)(4)(x).

Section 4.4 Income Tax Allocations with Respect to Depletable Properties.

(a)

Cost and percentage depletion deductions with respect to any Depletable Property shall be computed separately by the Members rather than the Company. For purposes of such computations, the U.S. federal income tax basis of each Depletable Property shall be allocated to each Member pro rata, in accordance with the number of Units owned by such Member as of the time such Depletable Property is acquired by the Company (and any additions to such U.S. federal income tax basis resulting from expenditures required to be capitalized in such basis shall be allocated among the Members in a manner designed to cause the Members’ proportionate shares of such adjusted U.S. federal income tax basis to be in accordance with their proportionate ownership of Units as determined at the time of any such additions), and shall be reallocated among the Members pro rata, in accordance with the number of Units owned by such Member as determined immediately following the occurrence of an event giving rise to an adjustment to the Gross Asset Values of the Company’s Depletable Properties pursuant to clause (b) of the definition of Gross Asset Value.

(b)

For purposes of the separate computation of gain or loss by each Member on the taxable disposition of Depletable Property, the amount realized from such disposition shall be allocated (i) first, to the Members in an amount equal to the Simulated Basis in such Depletable Property in proportion to their allocable shares thereof and (ii) second, any remaining amount realized shall be allocated consistent with the allocation of Simulated Gains.

(c)

The allocations described in this Section 4.4 are intended to be applied in accordance with the Members’ “interests in partnership capital” under Section 613A(c)(7)(D) of the Code; provided that the Members understand and agree that the Company Representative may authorize special allocations of federal income tax basis, income, gain, deduction or loss, as computed for federal income tax purposes, in order to eliminate differences between Simulated Basis and adjusted U.S. federal income tax basis with respect to Depletable Properties, in such manner as determined consistent with the principles outlined in Section 4.3(b). The provisions of this Section 4.4(c) and the other provisions of this Agreement relating to allocations under Section 613A(c)(7)(D) of the Code are intended to comply with Treasury Regulations Section 1.704-1(b)(4)(v) and shall be interpreted and applied in a manner consistent with such Treasury Regulations.

(d)

Each Member, with the assistance of the Company, shall separately keep records of its share of the adjusted tax basis in each Depletable Property, adjust such share of the adjusted tax basis for any cost or percentage depletion allowable with respect to such property and use such adjusted tax basis in the computation of its cost depletion or in the computation of its gain or loss on the disposition of such property by the Company. Upon the reasonable request of the Company, each Member shall advise the Company of its adjusted tax basis in each Depletable Property and any depletion computed with respect thereto, both as computed in accordance with the provisions of this subsection for purposes of allowing the Company to make adjustments to the tax basis of its assets as a result of certain transfers of interests in the Company or distributions by the Company. The Company may rely on such information and, if it is not provided by the Member, may make such reasonable assumptions as it shall determine with respect thereto.

Section 4.5 Other Allocation Rules.

(a)

The Members are aware of the income tax consequences of the allocations made by this Article IV and the economic impact of the allocations on the amounts receivable by them under this Agreement. The Members hereby agree to be bound by the provisions of this Article IV in reporting their share of Company income and loss for income tax purposes.

(b)

The provisions regarding the establishment and maintenance for each Member of a Capital Account and the allocations set forth herein are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Company Representative determines, that the application of these provisions would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Company Representative is authorized to make any appropriate adjustments to such provisions.

(c)

All items of income, gain, loss, deduction and credit allocable to an interest in the Company that may have been Transferred shall be allocated between the Transferor and the Transferee in accordance with a method determined by the Company Representative and permissible under Section 706 of the Code and the Treasury Regulations thereunder.

(d)

The Members’ proportionate shares of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), shall be allocated to the Members on a pro rata basis, in accordance with the number of Units owned by each Member.

ARTICLE V

DISTRIBUTIONS

Section 5.1 Distributions.

(a)

Distributions. To the extent permitted by applicable Law and this Agreement, and except as otherwise provided in Section 10.3, distributions to Members may be declared by the Managing Member out of funds legally available therefor in such amounts and on such terms (including the payment dates of such distributions) as the Managing Member shall determine using such record date as the Managing Member may designate; any such distribution shall be made to the Members as of the close of business on such record date on a pro rata basis (except that, for the avoidance of doubt, repurchases or redemptions made in accordance with Section 3.1(f) or payments made in accordance with Sections 6.4 or 6.9 need not be on a pro rata basis), in accordance with the number of Units owned by each Member as of the close of business on such record date; provided that the Managing Member shall have the obligation to make distributions as set forth in Sections 5.2 and 10.3(b)(iii); and provided further that, notwithstanding any other provision herein to the contrary, no distributions shall be made to any Member to the extent such distribution would render the Company insolvent or violate the TBOC. For purposes of the foregoing sentence, insolvency means the inability of the Company to meet its payment obligations when due as determined by the Managing Member in its Good Faith and reasonable discretion. Promptly following the designation of a record date and the declaration of a distribution pursuant to this Section 5.1, the Managing Member shall give notice to each Member of the record date, the amount and the terms of the distribution and the payment date thereof.

(b)

Successors. For purposes of determining the amount of distributions, each Member shall be treated as having made the Capital Contributions and as having received the distributions made to or received by its predecessors in respect of any of such Member’s Units.

(c)

Distributions In-Kind. Except as otherwise provided in this Agreement, any distributions may be made in cash or in kind, or partly in cash and partly in kind, as determined by the Managing Member. To the extent that the Company distributes property in-kind to the Members, the Company shall be treated as making a distribution equal to the Fair Market Value of such property for purposes of Section 5.1(a) and such property shall be treated as if it were sold for an amount equal to its Fair Market Value. Any resulting gain or loss shall be allocated to the Member’s Capital Accounts in accordance with Sections 4.1 and 4.2.

Section 5.2 Tax-Related Distributions. The Company shall, subject to any restrictions contained in any agreement to which the Company is bound, advance distributions out of legally available funds to all Members on a pro rata basis in accordance with Section 5.1, at such times and in such amounts as the Managing Member reasonably determines is necessary to enable the PubCo Holdings Group, in the aggregate, to timely satisfy any and all U.S. federal, state and local and non-U.S. tax obligations (including any Company Level Taxes, but excluding any obligations to remit any withholdings withheld from payments to third parties) owed by the PubCo Holdings Group, in the aggregate. If the PubCo Holdings Group receives a distribution described in this Section 5.2, the Company shall use commercially reasonably efforts to make any such distributions to all Members on a pro rata basis, in accordance with the number of Units owned by each Member.

Section 5.3 Distribution Upon Withdrawal. Section 101.205 of the TBOC shall not apply to any withdrawal, and no withdrawing Member shall be entitled to receive any distribution or the value of such Member’s Interest in the Company as a result of withdrawal from the Company prior to the liquidation, dissolution or termination of the Company, except as specifically provided in this Agreement.

Section 5.4 Issuance of New Equity Securities. This Article V shall be subject to and, to the extent necessary, amended to reflect the issuance by the Company of any additional Equity Securities.

ARTICLE VI

MANAGEMENT

Section 6.1 The Managing Member; Fiduciary Duties.

(a)

PubCo shall be the sole Managing Member of the Company. Except as otherwise required by Law, (i) the Managing Member shall have full and complete charge of all affairs of the Company, (ii) the management and control of the Company’s business activities and operations shall rest exclusively with the Managing Member, and the Managing Member shall make all decisions regarding the business, activities and operations of the Company (including the incurrence of costs and expenses) without the consent of any other Member and (iii) the Members

other than the Managing Member (in their capacity as such) shall not participate in the control, management, direction or operation of the activities or affairs of the Company and shall have no power to act for or bind the Company. The Managing Member shall not be compensated for its services as Managing Member of the Company except as expressly provided in this Agreement or approved by a majority in interest of the Members.

(b)

In connection with the performance of its duties as the Managing Member of the Company, except as otherwise set forth herein, including Section 6.1(c) and Section 7.4, the Managing Member will owe to the Company and the Members the same fiduciary duties as it would owe to a Texas corporation and the stockholders thereof, respectively, if it were a member of the board of directors of such a corporation and the Members were stockholders of such a corporation, provided that nothing in this Agreement shall limit the effect of Section 101.256 of the TBOC. The Members acknowledge that the Managing Member will take action through its board of directors, and that the members of the Managing Member’s board of directors will owe comparable fiduciary duties to the stockholders of the Managing Member.

(c)

Any resolution or course of action by the Managing Member in respect of any conflict of interest shall be permitted and deemed approved by all Members, and shall not constitute a breach of this Agreement, of any agreement contemplated herein, or of any duty stated or implied by Law or equity, including any fiduciary duty, if the resolution or course of action in respect of such conflict of interest is resolved by the Managing Member through the procedures set forth in, and in accordance with, Section 6.4 of the PubCo Agreement. If Special Approval (as such term is defined in the PubCo Agreement) is not sought and the Managing Member approved the resolution or course of action taken with respect to a conflict of interest pursuant to either of the standards set forth in clauses (iii) or (iv) of Section 6.4(a) of the PubCo Agreement, then it shall be presumed that, in making its decision, the Managing Member acted in accordance with any and all of its duties, whether express or implied, in equity or otherwise, and in any proceeding brought by any Person challenging such approval, the Person bringing or prosecuting such proceeding shall have the burden of overcoming such presumption. Notwithstanding anything to the contrary in this Agreement, the existence of the conflicts of interest described in the Registration Statement (as such term is defined in the PubCo Agreement) are hereby approved by all Members and shall not constitute a breach of this Agreement or of any duty otherwise existing at law, inequity or otherwise. Nothing in this Section 6.1(c) or otherwise in this Agreement shall limit the effect of Section 101.255 of the TBOC.

(d)

Notwithstanding Section 6.1(c), any transaction, agreement or arrangement between the Company, on the one hand, and any member of the PubCo Holdings Group or any Affiliate thereof (other than any wholly owned Subsidiary of the Company), on the other hand, that (i) would result in a distribution or transfer of assets of the Company having a fair market value in excess of 5% of the Company’s total assets or (ii) would materially and disproportionately affect the rights of Members other than members of the PubCo Holdings Group, shall require the prior approval of Members (other than members of the PubCo Holdings Group) holding a majority of the Units held by all Members other than members of the PubCo Holdings Group.

Section 6.2 Officers.

(a)

The Managing Member may appoint, employ or otherwise contract with any Person for the transaction of the business of the Company or the performance of services for or on behalf of the Company, and the Managing Member may delegate to any such Persons such authority to act on behalf of the Company as the Managing Member may from time to time deem appropriate.

(b)

Except as set forth herein, the Managing Member may appoint one or more Officers (each, an “Officer”) at any time, and the Officers may include a president, one or more vice presidents, a secretary, one or more assistant secretaries, a chief executive officer, a chief financial officer, a general counsel, a treasurer, one or more assistant treasurers, a chief operating officer, an executive chairman, and any other officers that the Managing Member deems appropriate. Except as set forth herein, the Officers will serve at the pleasure of the Managing Member, subject to all rights, if any, of such Officer under any contract of employment. Any individual may hold any number of offices, and an Officer may, but need not, be a Member of the Company.

(c)

Subject to this Agreement and to the rights, if any, of an Officer under a contract of employment, any Officer may be removed, either with or without cause, by the Managing Member. Any Officer may resign at any time by giving written notice to the Managing Member. Any resignation will take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation will not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the Officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause will be filled in the manner prescribed in this Agreement for regular appointments to that office.

(d)

Unless the Managing Member decides otherwise, if an Officer’s title is one commonly used for an officer of a Texas corporation, the assignment of such title shall constitute the delegation to such Officer of the authority and duties that are normally associated with that office if such Officer held such office for a Texas corporation, subject to any restrictions on such authority imposed by the Managing Member. In connection with the performance of their duties as Officers, the Officers shall owe to the Company and the Members the same fiduciary duties as they would owe if the Company was a Texas corporation and the Members were stockholders thereof, except as otherwise set forth herein, including Section 6.1(c) and Section 7.4, provided that nothing in this Agreement shall limit the effect of Section 101.256 of the TBOC.

Section 6.3 Warranted Reliance on Others. In exercising their authority and performing their duties under this Agreement, the Managing Member and the Officers shall be entitled to rely on information, opinions, reports, or statements of the following Persons or groups unless they have actual knowledge concerning the matter in question that would cause such reliance to be unwarranted:

(a)

one or more employees or other agents of the Company or subordinates whom the Managing Member or Officer believes to be reliable and competent in the matters presented; and

(b)

any attorney, public accountant, financial advisor, investment banker or other Person as to matters which the Managing Member or Officer believes to be within such Person’s professional or expert competence.

Section 6.4 Indemnification.

(a)

The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (provided that no such amendment shall limit a Covered Person’s rights to indemnification hereunder with respect to any actions or events occurring prior to such amendment), any Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that he, or a Person for whom he is the legal representative, is or was (w) a Person entitled to indemnification under the Existing LLC Agreement, (x) a Member, an Officer, or acting as the Managing Member or Company Representative or, while the Managing Member, entitled to indemnification under the Existing LLC Agreement, (y) a Member, an Officer, or acting as the, Managing Member or Company Representative, or (z) is or was serving at the request of the Company as a member, director, officer, trustee, employee or agent of another limited liability company or of a corporation, partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (each, a “Covered Person”), whether the basis of such Proceeding is an alleged action or failure to take action in an official capacity as a member, director, officer, trustee, employee or agent, or in any other capacity while serving as a member, director, officer, trustee, employee or agent, against all expenses, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement), reasonably incurred or suffered by such Covered Person in connection with such Proceeding. The Company shall, to the fullest extent not prohibited by applicable Law as it presently exists or may hereafter be amended (provided that no such amendment shall limit a Covered Person’s rights to indemnification hereunder with respect to any actions or events occurring prior to such amendment), pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition; provided that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered

Person to repay all amounts advanced if it should be ultimately determined by final judicial decision from which there is no further right to appeal that the Covered Person is not entitled to be indemnified under this Section 6.4 or otherwise. The rights to indemnification and advancement of expenses under this Section 6.4 shall be contract rights and such rights shall continue as to a Covered Person who has ceased to be a member, director, officer, trustee, employee or agent and shall inure to the benefit of his heirs, executors and administrators. Notwithstanding the foregoing provisions of this Section 6.4, except for Proceedings to enforce rights to indemnification and advancement of expenses, the Company shall indemnify and advance expenses to a Covered Person in connection with a Proceeding (or part thereof) initiated by such Covered Person only if such Proceeding (or part thereof) was authorized by the Managing Member.

(b)

To the fullest extent permitted by applicable Law, no Covered Persons shall be liable to the Company, any Subsidiary, any director, any Officer, any Member or any holder of any equity interest in the Company or any Subsidiary by virtue of being an Covered Person or for any acts or omissions in his capacity as a Covered Person or otherwise in connection with this Agreement or the business and affairs of the Company and its Subsidiaries.

Section 6.5 Maintenance of Insurance or Other Financial Arrangements. In compliance with applicable Law, the Company (with the approval of the Managing Member) may purchase and maintain insurance or make other financial arrangements on behalf of any Person who is or was a Member, employee or agent of the Company, or at the request of the Company is or was serving as a manager, director, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, for any Liability asserted against such Person and Liability and expenses incurred by such Person in such Person’s capacity as such, or arising out of such Person’s status as such, whether or not the Company has the authority to indemnify such Person against such Liability and expenses.

Section 6.6 Resignation or Termination of Managing Member. PubCo shall not, by any means, resign as, cease to be or be replaced as Managing Member except in compliance with this Section 6.6. No termination or replacement of PubCo as Managing Member shall be effective unless proper provision is made, in compliance with this Agreement, so that the obligations of PubCo, its successor (if applicable) and any new Managing Member and the rights of all Members under this Agreement and applicable Law remain in full force and effect. No appointment of a Person other than PubCo (or its successor, as applicable) as Managing Member shall be effective unless PubCo (or its successor, as applicable) and the new Managing Member (as applicable) provide all other Members with contractual rights, directly enforceable by such other Members against PubCo (or its successor, as applicable) and the new Managing Member (as applicable), to cause (a) PubCo to comply with all its obligations under this Agreement (including its obligations under Section 3.6) other than those that must necessarily be taken in its capacity as Managing Member and (b) the new Managing Member to comply with all the Managing Member’s obligations under this Agreement.

Section 6.7 No Inconsistent Obligations. The Managing Member represents that it does not have any contracts, other agreements, duties or obligations that are inconsistent with its duties and obligations (whether or not in its capacity as Managing Member) under this Agreement and covenants that, except as permitted by Section 6.1, it will not enter into any contracts or other agreements or undertake or acquire any other duties or obligations that are inconsistent with such duties and obligations.

Section 6.8 Reclassification Events of PubCo. If a Reclassification Event occurs, the Managing Member or its successor, as the case may be, shall, as and to the extent necessary, amend this Agreement in compliance with Section 11.1, and enter into any necessary supplementary or additional agreements, to ensure that, following the effective date of the Reclassification Event: (a) the redemption rights of holders of Units set forth in Section 3.6 provide that each Unit (together with the surrender and delivery of one Class B Share) is redeemable for the same amount and same type of property, securities or cash (or combination thereof) that one Class A Share becomes exchangeable for or converted into as a result of the Reclassification Event and (b) PubCo or the successor to PubCo, as applicable, is obligated to deliver such property, securities or cash upon such redemption. PubCo shall not consummate or agree to consummate any Reclassification Event unless the successor Person, if any, becomes obligated to comply with the obligations of PubCo (in whatever capacity) under this Agreement.

Section 6.9 Certain Costs and Expenses. The Company shall (a) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its Subsidiaries) incurred in pursuing and conducting, or otherwise related to, the activities of the Company and (b) at the direction of the Managing Member, reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines that any costs, fees or expenses of any member of the PubCo Holdings Group are related to the business and affairs of the Company or of the Managing Member that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings Group), the Managing Member may cause the Company to pay or bear all expenses of such member of the PubCo Holdings Group, including, without limitation, costs of securities offerings not borne directly by Members, board of directors compensation and meeting costs, costs of periodic reports to stockholders of PubCo, litigation costs and damages arising from litigation, accounting and legal costs, and where any member of the PubCo Holdings Group pays or bears any expenses or any other obligations of the Company or its Subsidiaries through the transfer or forfeiture by such member of the PubCo Holdings Group of any Units or other Equity Securities of the Company (or Equity Securities of any other member(s) of the PubCo Holdings Group that directly or indirectly owns Equity Securities of the Company), in which case the Managing Member shall be deemed to automatically cause the Company to issue to such member of the PubCo Holdings Group (and the Company shall be deemed to have automatically issued to such member of the PubCo Holdings Group without further action or agreement) a number of Units or such other Equity Securities equal to the number of Units or other Equity Securities, as applicable, transferred or forfeited (or held directly or indirectly by the other member(s) of the PubCo Holdings Group whose Equity Securities were transferred or forfeited); provided that the Company shall not pay or bear any income tax obligations of any member of the PubCo Holdings Group. In the event that (i) Class A Shares or other Equity Securities of PubCo are sold to underwriters in any Public Offering after

the Effective Time, in each case, at a price per share that is lower than the price per share for which such Class A Shares or other Equity Securities of PubCo are sold to the public in such Public Offering after taking into account any Discounts and (ii) the proceeds from such Public Offering are used to fund the Cash Election Amount for any Redeemed Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group for such Discount by treating such Discount as an additional Capital Contribution made by the relevant member of the PubCo Holdings Group to the Company, with the Company issuing Units in respect of such deemed Capital Contribution in accordance with Section 3.6(b)(ii), and increasing such member’s Capital Account by the amount of such Discount. For the avoidance of doubt, any payments made to or on behalf of the Managing Member or any other member of the PubCo Holdings Group pursuant to this Section 6.9 shall not be treated as a distribution pursuant to Section 5.1(a) but shall instead be treated as an expense of the Company. Consequently, except as otherwise required by applicable Law, notwithstanding anything else in this Agreement, the Members and the Company agree that, for U.S. federal and applicable state and local income tax purposes, any payment or other satisfaction (including by way of transfer or forfeiture of Equity Securities) by any member of the PubCo Holdings Group of any expenses or any other obligations of the Company or its Subsidiaries, together with the reimbursement by the Company to the relevant member of the PubCo Holdings Group in accordance with the second sentence of this paragraph, is intended to be treated as though the Company paid the relevant expense or other obligation (including by way of deemed issuance of Units or other Equity Securities of the Company, where applicable) directly to the relevant creditor or other payee in direct satisfaction of the Company’s (or its Subsidiary’s) own obligation.

ARTICLE VII

ROLE OF MEMBERS

Section 7.1 Rights or Powers. Other than the Managing Member, the Members, acting in their capacity as Members, shall not have any right or power to take part in the management or control of the Company or its business and affairs or to act for or bind the Company in any way. Notwithstanding the foregoing, the Members have all the rights and powers specifically set forth in this Agreement and, to the extent not inconsistent with this Agreement, in the TBOC. A Member, any Affiliate thereof or an employee, stockholder, agent, director or officer of a Member or any Affiliate thereof, may also be an employee or be retained as an agent of the Company. The existence of these relationships and acting in such capacities will not result in the Member (other than the Managing Member) being deemed to be participating in the control of the business of the Company or otherwise affect the limited liability of the Member. Except as specifically provided herein, a Member (other than the Managing Member) shall not, in its capacity as a Member, take part in the operation, management or control of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company.

Section 7.2 Voting.

(a)

Meetings of the Members of the Company may be called upon the written request of Members holding at least fifty percent (50%) of the outstanding Units. Such request shall state the location of the meeting and the nature of the business to be transacted at the meeting. Written notice of any such meeting shall be given to all Members not less than two (2) Business Days and not more than thirty (30) days

prior to the date of such meeting. Members may vote in person, by proxy or by telephone at any meeting of the Members and may waive advance notice of such meeting. Whenever the vote or consent of Members is permitted or required under this Agreement, such vote or consent may be given at a meeting of the Members or may be given in accordance with the procedure prescribed in this Section 7.2. Except as otherwise expressly provided in this Agreement, the affirmative vote of the Members holding a majority of the outstanding Units shall constitute the act of the Members.

(b)

Each Member may authorize any Person or Persons to act for it by proxy on all matters in which such Member is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by such Member or its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Member executing it.

(c)

Each meeting of Members shall be conducted by an Officer designated by the Managing Member or such other natural Person as the Managing Member deems appropriate.

(d)

On any matter that is to be voted on, consented to or approved by Members, the Members may take such action without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by the Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted.

Section 7.3 Various Capacities. The Members acknowledge and agree that the Members or their Affiliates will from time to time act in various capacities, including as a Member and as the Company Representative.

Section 7.4 Outside Activities. To the fullest extent permitted by applicable Law, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Member, any of their respective Affiliates, or any of their respective officers, directors, agents, shareholders, members, and partners (each, an “Opportunities Exempt Party”). The Company renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, or right to be offered an opportunity to participate in, any business opportunity which may be available to or known by an Opportunities Exempt Party. No Opportunities Exempt Party who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Company or any of its Subsidiaries shall have any duty to communicate or offer such opportunity to the Company. No Opportunities Exempt Party shall have any obligation hereunder, or as a result of any duty expressed or implied by Law, to present, offer or communicate business opportunities to the Members, the Company or its Affiliates that may become available to or known by such Opportunities Exempt Party; provided that such Opportunities Exempt Party may not engage in such business opportunities using confidential or proprietary information provided by or on behalf of the Company or any of its Subsidiaries to such Opportunities Exempt Party. No amendment or repeal of this Section 7.4 shall apply to or have any effect on the liability

or alleged liability of any Opportunities Exempt Party for or with respect to any opportunities of which any such Opportunities Exempt Party becomes aware prior to such amendment or repeal. Any Person purchasing or otherwise acquiring any interest in any Units shall be deemed to have notice of and consented to the provisions of this Section 7.4. Neither the alteration, amendment or repeal of this Section 7.4, nor the adoption of any provision of this Agreement inconsistent with this Section 7.4, shall eliminate or reduce the effect of this Section 7.4 in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Section 7.4, would accrue or arise, prior to such alteration, amendment, repeal or adoption. The Members expressly acknowledge and agree that, subject to the terms of any other agreement to which they may be bound, notwithstanding any duty otherwise existing at Law or in equity the Members and their respective Affiliates are permitted to have, and may presently or in the future have, investments or other business relationships with entities engaged in the business of the Company or any of its Subsidiaries other than through the Company or any of its Subsidiaries. Without limiting the other provisions of this Agreement and except as otherwise set forth herein, no Member shall owe any fiduciary duties to the Company or any other Member or any other Person bound by this Agreement with respect to actions taken by such Member in such Member’s capacity as such.

ARTICLE VIII

TRANSFERS OF INTERESTS

Section 8.1 Restrictions on Transfer.

(a)

Except as provided in Section 3.6 or this Article VIII, no Member shall Transfer all or any portion of its Interest (including any Units or other Equity Securities in the Company) without the Managing Member’s prior written consent. If, notwithstanding the provisions of this Section 8.1(a), all or any portion of a Member’s Interests are Transferred in violation of this Section 8.1(a), involuntarily, by operation of Law or otherwise, then without limiting any other rights and remedies available to the other parties under this Agreement or otherwise, the Transferee of such Interest (or portion thereof) shall not be admitted to the Company as a Member or be entitled to any rights as a Member hereunder, and the Transferor will continue to be bound by all obligations hereunder, unless and until the Managing Member consents in writing to such admission. Any attempted or purported Transfer of all or a portion of a Member’s Interests in violation of this Section 8.1(a) shall be null and void and of no force or effect whatsoever. Notwithstanding anything herein to the contrary, no Class B Shares may be Transferred unless a corresponding number of Units are Transferred therewith to the same Person receiving such Class B Shares in accordance with this Agreement.

(b)

Notwithstanding Section 8.1(a), without the Managing Member’s consent, a Member may Transfer all or a portion of its Units (together with the same number of Class B Shares) to a Permitted Transferee. In the case of multiple immediately successive Transfers, the provisions of this Section 8.1(b) shall apply mutatis mutandis to any Permitted Transferee as though such Permitted Transferee were admitted as a Member.

(c)

In addition to any other restrictions on Transfer herein contained, including the provisions of this Article VIII, in no event may any Transfer or assignment of Interests (including any Units or other Equity Securities in the Company) by any Member be made (i) to any Person who lacks the legal right, power or capacity to own Interests; (ii) to any Person who is not a “U.S. Person” (within the meaning of Section 7701(a)(30) of the Code); (iii) if such Transfer (A) would be considered to be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Treasury Regulations Section 1.7704-1, (B) would result in the Company having more than 100 partners, within the meaning of Treasury Regulations Section 1.7704-1(h)(1) (determined taking into account the rules of Treasury Regulations Section 1.7704-1(h)(3)), or (C) would present an undue risk that the Company be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code or a successor provision or otherwise become taxable as a corporation pursuant to the Code or successor of the Code; (iv) if such Transfer would cause the Company to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3 (14) of ERISA) or a “disqualified person” (as defined in Section 4975(e)(2) of the Code); (v) if such Transfer would, in the opinion of counsel to the Company, cause any portion of the assets of the Company to constitute assets of any employee benefit plan pursuant to the Plan Asset Regulations or otherwise cause the Company to be subject to regulation under ERISA; (vi) if such Transfer requires the registration of such Interests or any Equity Securities issued upon any exchange of such Interests, pursuant to any applicable U.S. federal or state securities Laws; or (vii) if such Transfer subjects the Company to regulation under the Investment Company Act or the Investment Advisors Act of 1940, as amended (or any succeeding Laws). Any attempted or purported Transfer of all or a portion of a Member’s Interests in violation of this Section 8.1(c) shall be null and void and of no force or effect whatsoever.

Section 8.2 Notice of Transfer.

(a)

Other than in connection with Transfers made pursuant to Section 3.6, each Member shall, after complying with the provisions of this Agreement, but in any event at least ten Business Days following any Transfer of Interests, give written notice to the Company of such Transfer. Each such notice shall describe the manner and circumstances of the Transfer.

(b)

A Member making a Transfer (including a deemed Transfer for U.S. federal income tax purposes as described in Section 3.6(a)(v)) permitted by this Agreement shall (i) (A) at least five Business Days prior to such Transfer, deliver to the Company an affidavit of non-foreign status with respect to such Member that satisfies the requirements of Section 1446(f)(2) of the Code, or (B) no more than 15 Business Days following such Transfer, provide to the Company proof that the transferee Member has properly withheld and remitted to the Internal Revenue Service the amount of tax required to be withheld upon the Transfer by Section 1446(f) of the Code, and (ii) at least five Business Days prior to such Transfer, deliver to the Company a properly completed and executed IRS Form W-9 (dated no earlier than 20 days prior to the Transfer) with respect to such transferee Member.

Section 8.3 Transferee Members. A Transferee of Interests (including any Units or other Equity Securities in the Company) pursuant to this Article VIII shall have the right to become a Member only if (a) the requirements of this Article VIII are met, (b) such Transferee executes an instrument reasonably satisfactory to the Managing Member agreeing to be bound by the terms and provisions of this Agreement and assuming all of the Transferor’s then existing and future Liabilities arising under or relating to this Agreement, (c) such Transferee represents that the Transfer was made in accordance with this Agreement and all applicable securities Laws, and such other reasonable representations as reasonably requested by the Managing Member, (d) the Transferor or Transferee shall have reimbursed the Company for all reasonable expenses (including attorneys’ fees and expenses) of any Transfer or proposed Transfer of all or a portion of a Member’s Interest, whether or not consummated, or (e) if such Transferee is a natural person and such Transferee and his or her spouse is a resident of a community property jurisdiction, then such Transferee’s spouse shall also execute an instrument reasonably satisfactory to the Managing Member agreeing to be bound by the terms and provisions of this Agreement to the extent of his or her community property or quasi-community property interest, if any, in such Member’s Interest. Unless agreed to in writing by the Managing Member, the admission of a Member shall not result in the release of the Transferor from any Liability that the Transferor may have to each remaining Member or to the Company under this Agreement or any other Contract between the Managing Member, the Company or any of its Subsidiaries, on the one hand, and such Transferor or any of its Affiliates, on the other hand. Written notice of the admission of a Member shall be sent promptly by the Company to each remaining Member.

Section 8.4 Legend. Each certificate representing a Unit, if any, will be stamped or otherwise imprinted with a legend in substantially the following form (or if Units are issued in book-entry form, a notation in the following form will be maintained in the Company’s or Transfer Agent’s, as applicable, ownership ledger):

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).

THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT.

THE TRANSFER AND VOTING OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE AMENDED AND RESTATED COMPANY AGREEMENT OF EAGLEROCK LAND OPERATING, LLC DATED AS OF MAY 15, 2026 AMONG THE MEMBERS LISTED THEREIN, AS IT MAY BE AMENDED, SUPPLEMENTED AND/OR RESTATED FROM TIME TO TIME, AND NO TRANSFER OF THESE SECURITIES WILL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE ISSUER OF SUCH SECURITIES.”

ARTICLE IX

ACCOUNTING; CERTAIN TAX MATTERS

Section 9.1 Books of Account. The Managing Member shall keep or cause to be kept at the principal office of the Company appropriate books and records with respect to the Company’s business, including all books and records necessary to provide to the Members any information required pursuant to this Agreement. The books of the Company shall be maintained, for tax and financial reporting purposes, in accordance with U.S. GAAP. The Company shall permit each holder of at least five percent (5%) of the then outstanding Units and each of their respective designated representatives at such Member’s sole cost and expense to examine the books and records of the Company at the principal office of the Company or such other location as the Managing Member shall reasonably approve during normal business hours and upon reasonable notice for any purpose reasonably related to such Member’s interest as a member of the Company.

Section 9.2 Tax Elections.

(a)

The Company and any eligible Subsidiary shall make an election (or continue a previously made election) pursuant to Section 754 of the Code (and any similar provisions of applicable U.S. state or local Law) for the taxable year of the Company that includes the date hereof and shall not thereafter revoke such election. In addition, the Company shall make the following elections on the appropriate forms or tax returns, if permitted under the Code or applicable Law:

(i)

to adopt the calendar year as the Company’s Fiscal Year;

(ii)

to adopt the accrual method of accounting for U.S. federal income tax purposes;

(iii)

to elect to amortize the organizational expenses of the Company as permitted by Section 709(b) of the Code;

(iv)

except where the Company Representative elects to apply Section 9.5(e), to elect out of the application of the partnership-level audit and adjustment rules of the Partnership Tax Audit Rules by making an election under Section 6226(a) of the Code, commonly known as the “push out” election, or any analogous election under state or local tax Law, if applicable; and

(v)

except as otherwise provided herein, any other election the Company Representative may deem appropriate and in the best interests of the Company.

(b)

Upon request of the Company Representative, each Member shall cooperate in Good Faith with the Company in connection with the Company’s efforts to make any election pursuant to this Section 9.2.

Section 9.3 Tax Returns; Information. The Company Representative shall arrange for the preparation and timely filing of all income and other tax and informational returns of the Company at the sole cost and expense of the Company (except as set forth in Section 6.9). For any taxable period (or portion thereof) during which any 5% Owner held any direct or indirect interest (other than through PubCo) in the Company, the Company Representative shall provide to each 5% Owner: (a) within forty-five (45) days after the end of each taxable year, a copy of the Company’s draft of the U.S. federal income tax return of the Company, together with a draft Schedule K-1 for such 5% Owner’s review and comment, (b) before April 30^th of the following year, a copy of each approved final U.S. federal income tax return for such taxable year, together with any statements and schedules (including final Schedule K-1) or other information which a Member may require in connection with such Member’s own tax affairs, and (c) within thirty (30) days after the end of the Company’s third fiscal quarter of each taxable year, with an estimate of such 5% Owner’s share of the Company’s taxable income for such taxable year as of the end of such fiscal quarter. The Company shall consider any comments to the U.S. federal income tax return of the Company or Schedule K-1 from the 5% Owners in Good Faith. Each Member acknowledges and agrees that such Member may be required to file tax returns on an extended basis. The Members agree to (a) take all actions reasonably requested by the Company or the Company Representative to comply with the Partnership Tax Audit Rules, including where applicable, filing amended returns as provided in Sections 6225 or 6226 of the Code and providing confirmation thereof to the Company Representative and (b) furnish to the Company (i) all reasonably requested certificates or statements relating to the tax matters of the Company (including without limitation an affidavit of non-foreign status pursuant to Section 1446(f)(2) of the Code), and (ii) all pertinent information in its possession relating to the Company’s operations that is reasonably necessary to enable the Company’s tax returns to be prepared and timely filed.

Section 9.4 Company Representative. The Managing Member is specially authorized and appointed to act as the Company Representative and to designate a “designated individual” in accordance with Treasury Regulations Section 301.6223-1(b)(3). The Company and the Members (including any Member designated as the Company Representative prior to the date hereof) shall cooperate fully with each other and shall use reasonable best efforts to cause the Managing Member (or any other Person subsequently designated) to become the Company Representative with respect to any taxable period of the Company with respect to which the statute of limitations has not yet expired, including (as applicable) by filing certifications pursuant to Treasury Regulations Section 301.6231(a)(7)-1(d). In acting as the Company Representative, the Managing Member shall act, to the maximum extent possible, to cause income, gain, loss, deduction, credit of the Company and adjustments thereto, to be allocated or borne by the Members in the same manner as such items or adjustments would have been borne if the Company could have effectively made an election under Section 6221(b) of the Code (commonly known as the “election out”) or similar state or local provision with respect to the taxable period at issue. The Company Representative may retain, at the Company’s expense, such outside counsel, accountants and other professional consultants as it may reasonably deem necessary in the course of fulfilling its obligations as Company Representative. With respect to any taxable period (or portion thereof) during which any 5% Owner held any direct or indirect interest (other than through PubCo) in the Company: (a) the Company Representative shall (i) consult with such 5% Owner and consider in Good Faith its recommendation prior to taking any material action in its capacity as the Company Representative under this Agreement, (ii) keep such 5% Owner informed of the status of any audit or other proceeding relating to the tax matters of the Company, and (iii) give prompt written notice to such 5% Owner of any material notices it receives from any taxing authority concerning Company tax matters, including any notice of audit, any notice of action with respect to a revenue agent’s report, any notice of a 30-day appeal letter and any notice of a deficiency in tax; and (b) neither the Company Representative nor the Company shall settle or compromise any such audit or other proceeding without such 5% Owner’s prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed.

Section 9.5 Withholding Tax Payments and Obligations.

(a)

Withholding Tax Payments. Each of the Company and its Subsidiaries may withhold from distributions, allocations or portions thereof if it is required to do so by any applicable rule, regulation or Law, and each Member hereby authorizes the Company and its Subsidiaries to withhold or pay on behalf of or with respect to such Member any amount of U.S. federal, state or local or non-U.S. taxes that the Company Representative determines, in Good Faith, that the Company or any of its Subsidiaries is required to withhold or pay with respect to any amount distributable or allocable to such Member pursuant to this Agreement.

(b)

Tax Audits. To the extent that any tax is paid by (or withheld from amounts payable to) the Company or any of its Subsidiaries as a result of an audit or other proceeding with respect to such tax and the Company Representative determines, in Good Faith, that such tax specifically relates to one or more particular Members (including any Company Level Taxes), such tax shall be treated as an amount of taxes withheld or paid with respect to such Member pursuant to this Section 9.5. Notwithstanding any provision to the contrary in this Section 9.5, the payment by the Company of Company Level Taxes shall, consistent with the Partnership Tax Audit Rules, be treated as the payment of a Company obligation and shall be treated as paid with respect to a Member to the extent the deduction with respect to such payment is allocated to such Member pursuant to Section 4.2(k), and such payment shall not be treated as a withholding from distributions, allocations, or portions thereof with respect to a Member. Any determinations made by the Company Representative pursuant to this Section 9.5 shall be binding on the Members.

(c)

Tax Contribution and Indemnity Obligation. Any amounts withheld or paid with respect to a Member pursuant to Section 9.5(a) or (b) (other than the payment of Company Level Taxes) shall be offset against any distributions to which such Member is entitled concurrently with such withholding or payment (a “Tax Offset”); provided that the amount of any distribution subject to a Tax Offset shall be treated as having been distributed to such Member pursuant to Section 5.1, Section 5.2 or Section 10.3(b)(iii) at the time such Tax Offset is made. To the extent that (i) there is a payment of Company Level Taxes relating to a Member or (ii) the amount of such Tax Offset exceeds the distributions to which such Member is entitled during the same Fiscal Year as such withholding or payment (“Excess Tax Amount”), the amount of such (A) Company Level Taxes or (B) Excess Tax Amount, as applicable, shall, upon notification to such Member by the Company Representative, give rise to an obligation of such Member to make a Capital Contribution to the Company (a “Tax Contribution Obligation”), which Tax Contribution Obligation shall be immediately due and payable. In the event a Member defaults with respect to its Tax Contribution Obligation, the Company

shall be entitled to offset the amount of a Member’s Tax Contribution Obligation against distributions to which such Member would otherwise be subsequently entitled until the full amount of such Tax Contribution Obligation has been contributed to the Company or has been recovered through offset against distributions, and, for the avoidance of doubt, any such offset shall be treated as distributed to such Members pursuant to Section 5.3 or Section 10.3, as applicable, at the time such offset is made. In the case of a Tax Contribution Obligation arising from the payment of Company Level Taxes, then to the extent that the Managing Member determines it is appropriate for purposes of properly maintaining Capital Accounts, (x) any payment by a Member with respect to a Tax Contribution Obligation shall increase such Member’s Capital Account but shall not reduce the amount (if any) that a Member is otherwise obligated to contribute to the Company, and (y) any recovery of such Tax Contribution Obligation through an offset against distributions to such Member shall not reduce such Member’s Capital Account by the amount of such offset. Each Member hereby unconditionally and irrevocably grants to the Company a security interest in such Member’s Units to secure such Member’s obligation to pay the Company any amounts required to be paid pursuant to this Section 9.5. Each Member shall take such actions as the Company may reasonably request in order to perfect or enforce the security interest created hereunder. Each Member hereby agrees to indemnify and hold harmless the Company, the other Members, the Company Representative and the Managing Member from and against any liability (including any liability for Company Level Taxes) with respect to income attributable to or distributions or other payments to such Member.

(d)

Continued Obligations of Former Members. Any Person who ceases to be a Member shall be deemed to be a Member solely for purposes of this Section 9.5, and the obligations of a Member pursuant to this Section 9.5 shall survive until thirty (30) days after the closing of the applicable statute of limitations on assessment with respect to the taxes withheld or paid by the Company or a Subsidiary that relate to the period during which such Person was actually a Member; provided, that if the Managing Member determines that seeking indemnification for Company Level Taxes from a former Member is not practicable, or that seeking such indemnification has failed, then, in either case, the Managing Member may (i) recover any liability for Company Level Taxes from the substituted Member that acquired directly or indirectly the applicable interest in the Company from such former Member or (ii) treat such liability for Company Level Taxes as a Company expense.

(e)

Company Representative Discretion Regarding Recovery of Taxes. Notwithstanding the foregoing, the Company Representative may choose not to recover an amount of Company Level Taxes or other taxes withheld or paid with respect to a Member under this Section 9.5 to the extent that there are no distributions to which such Member is entitled that may be offset by such amounts, if the Company Representative determines, in its reasonable discretion, that such a decision would be in the best interests of the Members (e.g., where the cost of recovering the amount of taxes withheld or paid with respect to such Member is not justified in light of the amount that may be recovered from such Member).

ARTICLE X

DISSOLUTION AND TERMINATION

Section 10.1 Liquidating Events. The Company shall dissolve and commence winding up and liquidating upon the first to occur of the following (each, a “Liquidating Event”):

(a)

the sale, exchange or other disposition of all or substantially all of the assets and properties of the Company and those of its Subsidiaries;

(b)

the determination of the Managing Member, together with the approval of a majority in interest of the Members to dissolve, wind up, and liquidate the Company;

(c)

the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the TBOC; and

(d)

at any time that there are no Members of the Company, unless the business of the Company is continued in accordance with the TBOC.

The Members hereby agree that the Company shall not dissolve prior to the occurrence of a Liquidating Event and that no Member shall seek a dissolution of the Company, under Section 11.314 of the TBOC or otherwise, other than based on the matters set forth in subsections (a) and (b) above. If it is determined by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Liquidating Event, the Members hereby agree to continue the business of the Company without a winding up or liquidation. In the event of a dissolution pursuant to Section 10.1(b), the relative economic rights of each class of Units immediately prior to such dissolution shall be preserved to the greatest extent practicable with respect to distributions made to Members pursuant to Section 10.3 in connection with such dissolution, taking into consideration tax and other legal constraints that may adversely affect one or more parties to such dissolution and subject to compliance with applicable Law and regulations, unless, with respect to any class of Units, holders of a majority of the Units of such class consent in writing to a treatment other than as described above.

Section 10.2 Bankruptcy. For purposes of this Agreement, the “bankruptcy” of a Member shall mean the occurrence of any of the following: (a) any Governmental Entity shall take possession of any substantial part of the property of that Member or shall assume control over the affairs or operations thereof, or a receiver or trustee shall be appointed, or a writ, order, attachment or garnishment shall be issued with respect to any substantial part thereof, and such possession, assumption of control, appointment, writ or order shall continue for a period of 90 consecutive days; (b) a Member shall admit in writing of its inability to pay its debts when due, or make an assignment for the benefit of creditors; or apply for or consent to the appointment of any receiver, trustee or similar officer or for all or any substantial part of its property; or shall institute (by petition, application, answer, consent or otherwise) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debts, dissolution, liquidation, or similar proceeding under the Laws of any jurisdiction; or (c) a receiver, trustee or similar officer shall be appointed for such Member

or with respect to all or any substantial part of its property without the application or consent of that Member, and such appointment shall continue undischarged or unstayed for a period of 90 consecutive days or any bankruptcy, insolvency, reorganization, arrangements, readjustment of debt, dissolution, liquidation or similar proceedings shall be instituted (by petition, application or otherwise) against that Member and shall remain undismissed for a period of 90 consecutive days.

Section 10.3 Procedure.

(a)

In the event of the dissolution of the Company for any reason, the Managing Member shall commence to wind up the affairs of the Company and to liquidate the Company’s assets; provided that if the Managing Member is in bankruptcy or dissolved, another Member, who shall be appointed by the affirmative vote of the holders of a majority of the then-outstanding Units or as otherwise provided by Law (“Winding-Up Member”) shall commence to wind up the affairs of the Company. Subject to Section 10.4(a), the Managing Member or the Winding-Up Member, as applicable, shall have full right and unlimited discretion to determine in Good Faith the time, manner and terms of any sale or sales of the Property or other assets pursuant to such liquidation, having due regard to the activity and condition of the relevant market and general financial and economic conditions; provided that, at the reasonable request of any Member the Winding-Up Member shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable. The Members shall continue to share profits, losses and distributions during the period of liquidation in the same manner and proportion as though the Company had not dissolved. The Company shall engage in no further business except as may be necessary, in the reasonable discretion of the Managing Member or the Winding-Up Member, as applicable, to preserve the value of the Company’s assets during the period of dissolution and liquidation. The costs of liquidation shall be borne as an expense of the Company.

(b)

Following the payment of all expenses of liquidation and the allocation of all Profits and Losses as provided in Article IV, the proceeds of the liquidation and any other funds of the Company shall be distributed in the following order of priority:

(i)

First, to the payment and discharge of all of the Company’s debts and Liabilities to creditors (whether third parties or Members), in the order of priority as provided by Law, except any obligations to the Members in respect of their Capital Accounts;

(ii)

Second, to set up such cash reserves that the Managing Member or the Winding-Up Member, as applicable, reasonably deems necessary for contingent or unforeseen Liabilities or future payments (solely to third parties, other than amounts described in Section 6.9) described in Section 10.3(b)(i) (which reserves when they become unnecessary shall be distributed in accordance with the provisions of subsection (iii), below); and

(iii)

Third, the balance to the Members, pro rata in accordance with the number of Units owned by each Member.

(c)

Except as provided in Section 10.4(a), no Member shall have any right to demand or receive property other than cash upon the dissolution, liquidation and termination of the Company.

(d)

Upon the completion of the liquidation of the Company and the distribution of all proceeds of the liquidation and any other funds of the Company, the Company shall terminate and the Managing Member or the Winding-Up Member, as the case may be, shall have the authority to execute and record a certificate of cancellation of the Company, as well as any and all other documents required to effectuate the dissolution and termination of the Company.

Section 10.4 Rights of Members.

(a)

To the maximum extent permitted by Law, each Member irrevocably waives any right that it may have to maintain an action for partition with respect to the property of the Company.

(b)

Except as otherwise provided in this Agreement, (i) each Member shall look solely to the assets of the Company for the return of its Capital Contributions, and (ii) no Member shall have priority over any other Member as to the return of its Capital Contributions, distributions or allocations or rights upon dissolution or liquidation of the Company.

Section 10.5 Notices of Dissolution. In the event a Liquidating Event occurs or an event occurs that would, but for the provisions of Section 10.1, result in a dissolution of the Company, the Company shall, within 10 days thereafter, (a) provide written notice thereof to each of the Members and to all other parties with whom the Company regularly conducts business (as determined by the Managing Member), and continue to keep such parties apprised of matters relevant to the winding up of the Company and (b) comply, in a timely manner, with all filing and notice requirements under the TBOC or any other applicable Law.

Section 10.6 Reasonable Time for Winding Up. A reasonable time shall be allowed for the orderly winding up of the business and affairs of the Company and the liquidation of its assets in order to minimize any losses that might otherwise result from such winding up.

Section 10.7 No Deficit Restoration. No Member shall be personally liable for a deficit Capital Account balance of that Member, it being expressly understood that the distribution of liquidation proceeds shall be made solely from existing Company assets.

ARTICLE XI

GENERAL

Section 11.1 Amendments; Waivers.

(a)

The terms and provisions of this Agreement may be waived, modified or amended (including by means of merger, consolidation or other business combination to which the Company is a party) by the Managing Member together with a majority in interest of the Members; provided, however that no waiver, modification or amendment shall be effective until at least five Business Days after written notice is provided to the Members, and, for the avoidance of doubt, any Member shall have the right to file a Redemption Notice in accordance with Section 3.6 prior to the effectiveness of any material waiver, modification or amendment; and provided, further, that no amendment to this Agreement may:

(i)

modify the limited liability of any Member, or increase the liabilities or obligations of any Member, in each case, without the consent of each such affected Member;

(ii)

materially alter or change any rights, preferences or privileges of any Interests in a manner that is different or prejudicial relative to any other Interests, without the approval of Members holding 50% of the Interests affected in such a different or prejudicial manner; or

(iii)

adversely affect the Existing Owners, without prior consent of the Existing Owners owning at least 50% of the Interests owned by all Existing Owners, which consent may be withheld in their discretion, such consent right to exist only so long as the Existing Owners, directly or indirectly, own at least 20% of the outstanding Units.

(b)

Notwithstanding the foregoing subsection (a), the Managing Member, acting alone, may amend this Agreement, or update the books and records of the Company, (i) to reflect matters of an administrative nature that are necessary in order to implement the substantive provisions hereof, (ii) to reflect the admission of new Members, Transfers of Interests, the issuance of additional Units or Equity Securities, as provided by the terms of this Agreement, and, subject to Section 11.1(a), subdivisions or combinations of Units made in compliance with Section 3.1(g), (iii) to the minimum extent necessary to comply with or administer in an equitable manner the Partnership Tax Audit Rules in any manner determined by the Managing Member and (iv) as necessary to avoid the Company being classified as a “publicly traded partnership” within the meaning of Section 7704(b) of the Code.

(c)

No waiver of any provision or default under, nor consent to any exception to, the terms of this Agreement or any agreement contemplated hereby shall be effective unless in writing and signed by the party to be bound and then only to the specific purpose, extent and instance so provided. No failure by any party to insist upon strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach of any other covenant, duty, agreement or condition.

Section 11.2 Further Action. The parties hereto shall execute and deliver all documents, provide all information and take or refrain from taking action from time to time, upon the reasonable request of another party thereto, as may be necessary or appropriate to achieve the purposes of this Agreement.

Section 11.3 Binding Effect. All of the terms and provisions of this Agreement shall be binding upon the parties and their respective successors and assigns, but shall inure to the benefit of and be enforceable by the successors and assigns of any Member only to the extent that they are permitted successors and assigns pursuant to the terms hereof. No party may assign its rights hereunder except as herein expressly permitted.

Section 11.4 Certain Representations by Members. Each Member, by executing this Agreement and becoming a Member, whether by making a Capital Contribution, by admission in connection with a permitted Transfer, or otherwise, represents and warrants to the Company and the Managing Member, as of the date of its admission as a Member, that such Member (or, if such Member is disregarded for U.S. federal income tax purposes, such Member’s regarded owner for such purpose) is either: (a) not a partnership, grantor trust, or Subchapter S corporation for U.S. federal income tax purposes (e.g., an individual or a Subchapter C corporation), or (b) is a partnership, grantor trust, or Subchapter S corporation for U.S. federal income tax purposes, but (i) permitting the Company to satisfy the 100-partner limitation set forth in Treasury Regulations Section 1.7704-1(h)(1)(ii) is not a principal purpose of any beneficial owner of such Member in investing in the Company through such Member, (ii) such Member was formed for business purposes prior to or in connection with the investment by such Member in the Company or for estate planning purposes, and (iii) no beneficial owner of such Member has a redemption or similar right with respect to such Member that is intended to correlate to such Member’s right to Redemption pursuant to Section 3.6.

Section 11.5 Entire Agreement. This Agreement, together with all Exhibits and Schedules hereto and all other agreements referenced therein and herein, including the Contribution Agreement, the Shareholder’s Agreements and the Registration Rights Agreement, constitute the entire agreement between the parties hereto pertaining to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as specifically set forth herein and therein.

Section 11.6 Rights of Members Independent. The rights available to the Members under this Agreement and at Law shall be deemed to be several and not dependent on each other and each such right accordingly shall be construed as complete in itself and not by reference to any other such right. Any one or more and/or any combination of such rights may be exercised by a Member and/or the Company from time to time and no such exercise shall exhaust the rights or preclude another Member from exercising any one or more of such rights or combination thereof from time to time thereafter or simultaneously.

Section 11.7 Governing Law. This Agreement, the legal relations between the parties and any Action, whether contractual or non-contractual, instituted by any party with respect to matters arising under or growing out of or in connection with or in respect of this Agreement shall be governed by and construed in accordance with the Laws of the State of Texas applicable to contracts made and performed in such State and without regard to conflicts of Law doctrines, except to the extent that certain matters are preempted by federal Law or are governed as a matter of controlling Law by the Law of the jurisdiction of organization of the respective parties.

Section 11.8 Jurisdiction and Venue. The parties hereto hereby agree and consent to be subject to the jurisdiction of the Business Court in the Eleventh Business Court Division of the State of Texas (or, if the Business Court in the Eleventh Business Court Division of the State of Texas lacks jurisdiction, the United States District Court for the Southern District of Texas, or, if the United States District Court for the Southern District of Texas lacks jurisdiction, the district courts of Harris County, Texas, in each case, subject to that court having personal jurisdiction over the indispensable parties named defendants therein) over any action, suit or proceeding (a “Legal Action”) arising out of or in connection with this Agreement. The parties hereto irrevocably waive the defense of an inconvenient forum to the maintenance of any such Legal Action. Each of the parties hereto further irrevocably consents to the service of process out of any of the aforementioned courts in any such Legal Action by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address set forth in this Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail. Nothing in this Section 11.8 shall affect the right of any party hereto to serve legal process in any other manner permitted by Law.

Section 11.9 Headings. The descriptive headings of the Articles, Sections and subsections of this Agreement are for convenience only and do not constitute a part of this Agreement.

Section 11.10 Counterparts. This Agreement and any amendment hereto or any other agreement (or document) delivered pursuant hereto may be executed in one or more counterparts and by different parties in separate counterparts. All of such counterparts shall constitute one and the same agreement (or other document) and shall become effective (unless otherwise provided therein) when one or more counterparts have been signed by each party and delivered to the other party.

Section 11.11 Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via electronic mail as specified in this Section 11.11 prior to 5:00 p.m. in the time zone of the receiving party on a Business Day, (b) the Business Day after the date of transmission, if such notice or communication is delivered via facsimile or electronic mail as specified in this Agreement no later than 5:00 p.m. in the time zone of the receiving party on any date, (c) the Business Day following the date of mailing, if sent by nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as follows:

If to the Company or the Managing Member, addressed to it at:

EagleRock Land Operating, LLC

9655 Katy Freeway, Suite 375

Houston, Texas 77024

Electronic mail: [***]

Attention: Robert W. Hunt Jr.

With copies (which shall not constitute notice) to:

EagleRock Land, LLC

9655 Katy Freeway, Suite 375

Houston, Texas 77024

Electronic mail: [***]

Attention: Robert W. Hunt Jr.

Vinson & Elkins L.L.P.

845 Texas Ave, Suite 4700

Houston, TX 77002

Electronic mail: [email protected]; [email protected]

Attention: Michael S. Telle; Scott D. Rubinsky

or to such other address or to such other Person as either party shall have last designated by such notice to the other parties.

Section 11.12 Representation By Counsel; Interpretation. The parties acknowledge that each party to this Agreement has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of Law, or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the party that drafted it has no application and is expressly waived.

Section 11.13 Severability. If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by Law, be reformed and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provisions or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

Section 11.14 Consent of Members. Each Member hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or consent of the Managing Member or less than all of the Members, such action may be so taken upon the determination of the Managing Member or the concurrence of less than all of the Members, as applicable, and each Member shall be bound by the results of such action.

Section 11.15 Expenses. Except as otherwise provided in this Agreement, each party shall bear its own expenses in connection with the transactions contemplated by this Agreement.

Section 11.16 Waiver of Jury Trial. EACH OF THE COMPANY, THE MEMBERS, THE MANAGING MEMBER AND ANY INDEMNITEES SEEKING REMEDIES HEREUNDER, HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE.

Section 11.17 No Third Party Beneficiaries. Except as expressly provided in Section 6.4 and Section 10.3, nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto and their respective successors and permitted assignees, any rights or remedies under this Agreement or otherwise create any third party beneficiary hereto.

[Signatures on Next Page]

IN WITNESS WHEREOF, each of the parties hereto has caused this Amended and Restated Company Agreement to be executed as of the day and year first above written.


COMPANY: EAGLEROCK LAND OPERATING, LLC

By:		/s/ Greg Pipkin Jr.
Name:		Greg Pipkin Jr.
Title: Chief Executive Officer

PUBCO, as Managing Member:

EAGLEROCK LAND, LLC

By:		/s/ Greg Pipkin Jr.
Name:		Greg Pipkin Jr.
Title: Chief Executive Officer

SIGNATURE PAGE TO

AMENDED AND RESTATED COMPANY AGREEMENT OF

EAGLEROCK LAND OPERATING, LLC


EXISTING OWNERS:

LEA & EDDY HOLDINGS, LLC

By:		/s/ Elo Peter Omavuezi
Name:		Elo Peter Omavuezi
Title: Secretary and Treasurer

SIGNATURE PAGE TO

AMENDED AND RESTATED COMPANY AGREEMENT OF

EAGLEROCK LAND OPERATING, LLC


EXISTING OWNERS:

DOUBLE EAGLE IV MIDCO, LLC

By:		/s/ John Sellers
Name:		John Sellers
Title:		Co-Chief Executive Officer

SIGNATURE PAGE TO

AMENDED AND RESTATED COMPANY AGREEMENT OF

EAGLEROCK LAND OPERATING, LLC


EXISTING OWNERS:

ABYSS INC.

By:		/s/ Mark T. Dehlinger
Name:		Mark T. Dehlinger
Title:		Secretary

CACTUS ENERGY, INC.

By:		/s/ Richard H. Coats
Name:		Richard H. Coats
		Title: President

By:		/s/ Richard H. Coats
Name:		Richard H. Coats

By:		/s/ Mark T. Dehlinger
Name:		Mark T. Dehlinger

By:		/s/ Richard H. Coats Jr.
Name:		Richard H. Coats Jr.

By:		/s/ Charles R. Wiggins
Name:		Charles R. Wiggins

By:		/s/ Christopher Keegan Faudree
Name:		Christopher Keegan Faudree

SIGNATURE PAGE TO

AMENDED AND RESTATED COMPANY AGREEMENT OF

EAGLEROCK LAND OPERATING, LLC


OTHER MEMBERS:

TCW DIRECT LENDING PRIVATE FUND VIII LP

By: TCW Asset Management Company LLC, its Investment Advisor

By:		/s/ Ryan Carroll
		Ryan Carroll, Managing Director

TCW DIRECT LENDING STRUCTURED SOLUTIONS 2022 LLC

By: TCW Asset Management Company LLC, its Collateral Manager

By:		/s/ Ryan Carroll
		Ryan Carroll, Managing Director

TCW BRAZOS FUND LLC

By: TCW Asset Management Company LLC, its Investment Advisor

By:		/s/ Ryan Carroll
		Ryan Carroll, Managing Director

TCW SKYLINE LENDING LP

By: TCW Asset Management Company LLC, its Investment Advisor

By:		/s/ Ryan Carroll
		Ryan Carroll, Managing Director

SIGNATURE PAGE TO

AMENDED AND RESTATED COMPANY AGREEMENT OF

EAGLEROCK LAND OPERATING, LLC


OTHER MEMBERS:

TCW DL HDR LLC

By: TCW Asset Management Company LLC, the Collateral Manager of TCW DL VIII Financing LLC

By:		/s/ Ryan Carroll
		Ryan Carroll, Managing Director

TCW WV FINANCING LLC

By: TCW Asset Management Company LLC, its Collateral Manager

By:		/s/ Ryan Carroll
		Ryan Carroll, Managing Director

SAFETY NATIONAL CASUALTY CORPORATION

By: TCW Asset Management Company LLC, its Investment manager and Attorney-in-Fact

By:		/s/ Ryan Carroll
		Ryan Carroll, Managing Director

RELIANCE STANDARD LIFE INSURANCE
COMPANY

By: TCW Asset Management Company LLC, its Investment manager and Attorney-in-Fact

By:		/s/ Ryan Carroll
		Ryan Carroll, Managing Director

SIGNATURE PAGE TO

AMENDED AND RESTATED COMPANY AGREEMENT OF

EAGLEROCK LAND OPERATING, LLC


OTHER MEMBERS:

PHILADELPHIA INDEMNITY INSURANCE COMPANY

By: TCW Asset Management Company LLC, its Investment manager and Attorney-in-Fact

By:		/s/ Ryan Carroll
		Ryan Carroll, Managing Director

TCW DL HDR-S LLC

By: TCW Asset Management Company LLC, Investment Advisor of TCW Star Direct Lending LLC

By:		/s/ Ryan Carroll
		Ryan Carroll, Managing Director

TCW DIRECT LENDING STRUCTURED SOLUTIONS 2019 LLC

By: TCW Asset Management Company LLC, its Investment Advisor

By:		/s/ Ryan Carroll
		Ryan Carroll, Managing Director

TCW MARINA SL LLC

By: TCW Asset Management Company LLC, its Investment Advisor

By:		/s/ Ryan Carroll
		Ryan Carroll, Managing Director

SIGNATURE PAGE TO

AMENDED AND RESTATED COMPANY AGREEMENT OF

EAGLEROCK LAND OPERATING, LLC


OTHER MEMBERS:

CCLF HOLDINGS (D41) LLC

By:		/s/ Stephen Nesbitt
		Stephen Nesbitt, President

SIGNATURE PAGE TO

AMENDED AND RESTATED COMPANY AGREEMENT OF

EAGLEROCK LAND OPERATING, LLC


OTHER MEMBERS:

AWC AQUA, LLC, acting through its Managing Member, AWC Master Fund A, LP

By:		/s/ Cathy Weist
		Cathy Weist, Authorized Signatory

SIGNATURE PAGE TO

AMENDED AND RESTATED COMPANY AGREEMENT OF

EAGLEROCK LAND OPERATING, LLC

EXHIBIT A

[Intentionally omitted.]

Exhibit 10.6

PRODUCED WATER RECYCLING RIGHTS AGREEMENT

This PRODUCED WATER RECYCLING RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 15, 2026 (the “Effective Date”) by and among EagleRock Land Operating, LLC, a Texas limited liability company (“Landowner”), Hydrosource Midstream, LLC, a Texas limited liability company (“Hydrosource Midstream”) and Hydrosource Logistics, LLC, a Texas limited liability company (“Hydrosource Logistics”, and collectively with Hydrosource Midstream, “Operator”). Landowner and Operator are sometimes referred to herein each individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein that are not defined in the other provisions of this Agreement have the respective meanings set forth in Article I.

RECITALS:

WHEREAS, Landowner owns or controls the Lands, and Landowner desires to grant to Operator the exclusive right to utilize the surface of the Lands for the Water Rights, in each case, subject to the terms and conditions of this Agreement; and

WHEREAS, Operator desires to utilize the surface of the Lands for the Water Rights and to operate its business associated with such Water Rights, in each case, subject to the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS; CONSTRUCTION

Section 1.1 Definitions. The following capitalized terms have the following respective meanings:

“Additional Facility” has the meaning set forth in Section 2.2(b).

“Affected Lands” has the meaning set forth in Section 2.1(f).

“Affiliate” unless otherwise provided herein, means (a) with respect to Landowner, only Landowner and its direct and indirect subsidiaries; and (b) with respect to Operator, only Operator and its direct and indirect subsidiaries (excluding Landowner and its direct and indirect subsidiaries); and the term “Affiliated” shall have a correlative meaning. For clarity, Landowner and Operator shall not be considered Affiliates for purposes of this Agreement or otherwise.

“Agreement” has the meaning set forth in the preamble.

“Annual Cap” has the meaning set forth in Section 2.11(a).

“Approved Facility” has the meaning set forth in Section 2.2(d).

“Approved Storage Volume” has the meaning set forth in Section 2.4(j).

“Barrel” means forty-two (42) U.S. gallons.

“Change in Control” means, with respect to a Party, the occurrence of any of the following events: (a) the sale, transfer, or other disposition (in one transaction or a series of related transactions) of all or substantially all of such Party’s assets to any Person; or (b) any merger, consolidation, or other transaction or series of related transactions as a result of which (i) any Person or group of Persons (other than the then-current equity holders of Operator or their Affiliates) becomes the beneficial owner, directly or indirectly, of more than fifty percent (50%) of the outstanding voting interests or equity securities of such Party, or (ii) such Party is merged or consolidated with or into another Person and, as a result of such merger or consolidation, the equity holders of such Party immediately prior to such transaction do not own more than fifty percent (50%) of the outstanding voting interests or equity securities of the surviving or resulting entity.

“Change in Law” means the occurrence of any of the following after the Effective Date: (a) the enactment of any new and applicable Law; (b) the modification of any existing applicable Law; or (c) a change in the interpretation or application of any applicable Law by a Governmental Authority having jurisdiction (including a change resulting from guidance documents or rulings issued by such Governmental Authority), in each such case of clauses (a) – (c) which has a material and adverse impact on the business and day to day operations of Landowner or its Affiliates.

“Confidential Information” means: (a) all information, materials and data provided by one Party or any of its Affiliates (the “Disclosing Party”) to the other Party or any of its Affiliates (the “Receiving Party”) under this Agreement or in connection with performance under this Agreement; and (b) the terms of this Agreement or any other Transaction Document. Confidential Information does not include (i) information that was in or comes into the lawful possession of the Receiving Party without confidentiality restrictions at the time of acquiring such information; (ii) information that is or becomes public knowledge without the fault of the Receiving Party; (iii) information that is or becomes available to the Receiving Party on an unrestricted basis from a source having a right to make such disclosure; or (iv) information that is developed by the Receiving Party independent of Confidential Information received hereunder.

“Conflicting Dedication” means any dedication, commitment, contract, or agreement with a Third Party that (a) purports to dedicate, commit, or grant any right with respect to the Lands or any Water Rights associated therewith to any Person other than Operator, or (b) otherwise conflicts with, limits, or restricts Landowner’s ability to fully perform its obligations under this Agreement or to grant Operator the exclusive rights contemplated herein.

“Contract Year” means (a) the period commencing on the Effective Date and ending on December 31 of the calendar year in which the Effective Date occurs and (b) each subsequent twelve (12) month period commencing on January 1 and ending on December 31.

“Curtailment” has the meaning set forth in Section 2.1(f).

“Desert Ram South Lands” means the lands described on Part 2 of Exhibit A-1.

“Disclosure Recipients” means, with respect to any Receiving Party, such Party’s Affiliates, directors, officers, employees, representatives, agents, investors, lenders, accountants, attorneys or other financial or professional advisors, in each case that receive Confidential Information of the Disclosing Party.

“Disposal Facilities” means any facilities and equipment intended to transport, store, process, treat, separate, evaporate and/or dispose of Produced Water, in each case, for the ultimate disposal thereof, including Disposal Wells, as well as all evaporation facilities, ponds, pipelines and related infrastructure, as applicable.

“Disposal Well” means a Produced Water injection well owned and operated by Operator (or its Affiliates) and its related facilities and equipment that is permitted by the Railroad Commission of Texas, the New Mexico Oil & Gas Conservation Division, or other applicable Governmental Authority and used to inject Produced Water only into and stored in non-commercial hydrocarbon productive zones or intervals underlying the Lands, but only to the extent that such well has a surface location within the Lands. For the avoidance of doubt, Disposal Wells shall not be used to, and shall not include any wells or related facilities and equipment used to, inject and/or store any non-hydrocarbon gases (including carbon dioxide) or non-oilfield liquid wastes into or beneath the Lands.

“Due Date” has the meaning set forth in Section 2.7(a).

“Easement” has the meaning set forth in Section 2.3(a).

“Effective Date” has the meaning set forth in the preamble.

“Environmental Laws” means any applicable Law that pertains to (a) pollution or pollution control, (b) the protection of the environment (including natural resources and threatened or endangered species) or relating to public or worker health or safety, or (c) the management, transportation, release or disposal of Hazardous Materials and the remediation of contamination in connection with the operations under any Lease or Easement, including the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq., the Solid Waste Disposal Act (as amended by the Resource Conservation and Recovery Act), 42 U.S.C. § 6901 et seq., the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq., the Federal Safe Drinking Water Act, 42 U.S.C. §§ 300f-300, the Federal Air Pollution Control Act, 42 U.S.C. § 7401 et seq., the Oil Pollution Act, 33 U.S.C. § 2701 et seq., the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq., the Endangered Species Act, 16 U.S.C. § 1531 et seq., the Clean Air Act, 42 U.S.C. §§ 7401 et seq., Clean Water Act, 33 U.S.C. §§ 1251 et seq., Rivers and Harbors Act, 33 U.S.C. §§ 401 and 40, National Environmental Policy Act, 42 U.S.C. §§ 4321 et seq., Fish & Wildlife Coordination Act, 16 U.S.C. §§ 661 et seq., Resource Conservation & Recovery Act, 42 U.S.C. §§ 6901 et seq., each as amended, and any analogous state Laws, and the regulations and orders promulgated by a Governmental Authority thereunder.

“Event of Bankruptcy” means, with respect to any Party, any of the following: (a) making a general assignment for the benefit of creditors; (b) filing a voluntary petition in bankruptcy; (c) filing a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any bankruptcy, insolvency or other similar law; (d) seeking, consenting to, or acquiescing in the appointment of a trustee, receiver or liquidator of such Party, or of all or any substantial part of its properties or assets under any bankruptcy, insolvency or other similar law; or (e) (i) the passage of one hundred twenty (120) days after the commencement of any involuntary proceeding against such Party, seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any bankruptcy, insolvency or other similar law, if the proceeding has not been dismissed, (ii) the passage of ninety (90) days after the appointment without its consent or acquiescence of a trustee, receiver or liquidator of such Party, or of all or any substantial part of its properties or assets, if the appointment is not vacated or stayed, or (iii) the passage of ninety (90) days after the expiration of any such stay, if the appointment is not vacated.

“Excess Maintenance CapEx Notice” has the meaning set forth in Section 2.11(b).

“Excess Maintenance Capital Expenditures” has the meaning set forth in Section 2.11(b).

“Extension Term” has the meaning set forth in Section 4.1.

“Facilities” means, collectively, the Initial Facilities and the Additional Facilities developed on the Lands pursuant to this Agreement, including Disposal Facilities, Recycling Facilities, Fresh Water Facilities, Produced Water Facilities and associated layflat lines, pipelines, ponds, pumps, risers, roads, electrical facilities, and other related infrastructure and equipment, in each case located or to be located on the Lands.

“Fresh Water” means groundwater that may be produced from any subsurface water-bearing formation or aquifer that may be used in oil and gas operations or for some other beneficial purpose, but excluding Produced Water and Recycled Water.

“Fresh Water Facilities” means any and all facilities, systems, and equipment used to receive, handle, store, treat, blend, transfer, and transport Fresh Water for use in oil and gas operations or other beneficial purposes, including layflat lines, pipelines, ponds, tanks, pump stations, risers, manifolds, Meters, power and electrical facilities, access roads, and other related infrastructure and equipment, in each case located or to be located on the Lands and owned and operated by Operator (or its Affiliates); provided, however, that “Fresh Water Facilities” expressly excludes Recycling Facilities and Disposal Facilities.

“Fresh Water Sourcing Services” has the meaning set forth in Section 2.1(b).

“Fresh Water Sourcing Services Fee” has the meaning set forth in Section 2.4(e).

“Governmental Authority” means (a) any federal, state, local, municipal, tribal or other government, (b) any governmental, regulatory or administrative agency, commission, body or other authority exercising or entitled to exercise any administrative, executive, judicial, legislative, regulatory or taxing authority or other taxing power, and (c) any court or governmental tribunal.

“Hazardous Material” means any substance, material, or waste regulated or that may form the basis of liability under, or impose standards of conduct pursuant to, any Environmental Law, including any substance regulated as “hazardous,” “toxic,” a “pollutant,” a “contaminant,” a “waste,” or words of similar meaning and regulatory effect.

“Hydrosource Logistics” has the meaning set forth in the preamble.

“Hydrosource Midstream” has the meaning set forth in the preamble.

“Idle Storage Period” has the meaning set forth in Section 2.4(j).

“Idle Water Storage Fee” has the meaning set forth in Section 2.4(j).

“Initial Facilities” means the Produced Water Facilities, Fresh Water Facilities, and Recycling Facilities existing on the Lands as of the Effective Date and described on Exhibit B hereto.

“Initial Term” has the meaning set forth in Section 4.1.

“Invoice” has the meaning set forth in Section 2.7(a).

“Landowner” has the meaning set forth in the preamble.

“Landowner Default” has the meaning set forth in Section 5.1.

“Landowner Facilities” has the meaning set forth in Section 2.11(a).

“Landowner Group” has the meaning set forth in Section 8.1.

“Landowner’s Representative” has the meaning set forth in Section 9.10.

“Lands” means, collectively, (a) all lands, real property rights, surface rights, surface licenses, easements and rights of use described on Exhibit A-1 attached hereto and (b) from the Effective Date until the date that is the two (2) year anniversary of the Effective Date, all lands, real property rights, surface rights, surface licenses, easements and rights of use located within the five (5) mile radius surrounding the New Mexico Lands as described on Exhibit A-2 attached hereto to the extent and only to the extent owned or leased by Landowner or its Affiliates during such time (provided, that the Parties agree and acknowledge that such lands described in this clause (b) shall automatically no longer be included as part of the “Lands” from and after the second (2^nd) anniversary of the Effective Date and thereafter shall no longer be covered by this Agreement or the Water Rights granted hereunder).

“Law” means any applicable statute, law (including common law and Environmental Laws), rule, regulation, requirement, ordinance, order, code, ruling, writ, injunction, decree, or other official act of or by any Governmental Authority.

“Lease” has the meaning set forth in Section 2.3(a).

“Losses” has the meaning set forth in Section 8.1.

“Memorandum” has the meaning set forth in Section 9.25.

“Meters” has the meaning set forth in Section 2.6.

“Minimum Royalty Payment” has the meaning set forth in Section 2.4(c).

“NGL” means NGL Water Solutions Permian, LLC or its applicable successor-in-interest.

“NGL Supply Agreement” means that certain Produced Water Treatment and Supply Agreement dated as of April 4, 2024 by and between NGL Water Solutions Permian, LLC, a Texas limited liability company, and Hydrosource Logistics.

“Operator” has the meaning set forth in the preamble.

“Operator Default” has the meaning set forth in Section 5.3.

“Operator Group” has the meaning set forth in Section 8.2.

“Operator’s Representative” has the meaning set forth in Section 9.10.

“Operator Return” has the meaning set forth in Section 2.11(c).

“Other Lands” means other lands owned or leased by Landowner or its applicable Affiliate during the Term for which Operator or its applicable Affiliate has the right to transport and/or dispose of Produced Water, transport and/or dispose of Fresh Water or transport Recycled Water and for which Landowner or its applicable Affiliate receives a fee or royalty, excluding, for the avoidance of doubt, the Lands.

“Overdue Rate” means the lesser of one percent (1%) per month and the maximum rate permitted by Law.

“Party” and “Parties” have the meanings set forth in the preamble.

“Payback Period” has the meaning set forth in Section 2.11(c).

“Permit” means a permit to construct and operate a Disposal Facility (including a Disposal Well), Recycling Facility, Produced Water Facility, Fresh Water Facility or other pond that is validly issued and approved by the Railroad Commission of Texas, the New Mexico Oil Conservation Division, or other Governmental Authority having jurisdiction.

“Person” means an individual, a partnership (general, limited or limited liability), a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other entity or organization, or a Governmental Authority.

“Produced Water” means any produced water, flowback water, brine water, saltwater, associated incidental hydrocarbons, trace amounts of oil industry chemicals or various trace solids, and any other water borne liquid substances generated as waste in connection with drilling for and producing hydrocarbons, but excluding Fresh Water and Recycled Water.

“Produced Water Facilities” means any and all facilities, systems, and equipment used to collect, gather, receive, handle, meter, store, transfer, and transport Produced Water, including layflat lines, pipelines, trunk lines, gathering lines, pump stations, storage tanks and ponds, risers, manifolds, Meters, power and electrical facilities, access roads, and other related infrastructure and equipment, in each case located or to be located on the Lands and owned and operated by Operator (or its Affiliates); provided, however, that “Produced Water Facilities” expressly excludes Recycling Facilities and Disposal Facilities.

“Project Limitation” has the meaning set forth in Section 2.2(c).

“Project Proposal” has the meaning set forth in Section 2.2(b).

“Qualified Midstream Operator” means, with respect to any Person, that such Person, together with its Affiliates, has the requisite experience and capabilities to manage and operate the acquired assets and business of Operator as reasonably determined by Landowner; provided, that a Person will be deemed to be a Qualified Midstream Operator if (a) a majority of the individual members of the executive management team (including Senior Vice Presidents and above) operating the business of Operator as of immediately prior to the consummation of the applicable transaction (including pursuant to any services or similar agreement) will continue to operate the assets acquired from Operator immediately following the consummation of the applicable transaction (including pursuant to any services or similar agreement) or (b) such Person (1) is a midstream water services provider and a material part of such Person’s current operations involve operating assets that are similar to those of Operator, (2) has never filed a voluntary bankruptcy proceeding or been declared bankrupt involuntarily, and (3) has not been denied or prohibited by any Governmental Authority from holding any material permits, licenses or approvals necessary to operate such Person’s midstream water assets, in each case, as a result of the quality of such Person’s past operations or such Person’s prior failures to materially comply with material permits, licenses or approvals, or otherwise had any such material permits, licenses or approvals rescinded or revoked by any Governmental Authority due to a material violation thereof.

“Recycled Water” means any water obtained pursuant to the NGL Supply Agreement (or otherwise) and recycled and/or treated for re-use, including all water produced, treated, blended with other water, recycled and sold from NGL’s Produced Water pipelines or other NGL facilities, whether located on or off the Lands.

“Recycled Water Royalty” has the meaning set forth in Section 2.4(b)(i).

“Recycling Facilities” means any facilities and equipment owned and operated by Operator (or its Affiliates) intended to transport, store and/or treat Produced Water (and/or blend Produced Water with Fresh Water) for the purpose of making such Produced Water or blended water available to customers for use or reuse in oil and gas drilling, exploration, and completion operations, including ponds, pipelines, aeration and/or chemical treating facilities and related infrastructure, as applicable, but excluding Disposal Facilities.

“Representing Party” has the meaning set forth in Section 3.1.

“Required Insurance” is defined in Section 9.16(a).

“Residual Improvements” has the meaning set forth in Section 4.2(b).

“Royalties” means, collectively, the Transit Tariff, the Recycled Water Royalty, the Solid Waste Royalty (if applicable), Idle Water Storage Fee, and the Skim Oil Fee.

“Sand Mine Facilities” has the meaning set forth in Section 2.13.

“Sand Mine Option” has the meaning set forth in Section 2.13.

“Skim Oil” means oil, condensate and other liquid hydrocarbons recovered from Produced Water.

“Skim Oil Fee” has the meaning set forth in Section 2.4(b)(iv).

“Solid Waste Facilities” means the facilities described on Part 2 of Exhibit A-1.

“Solid Waste Facility Option” has the meaning set forth in Section 2.10(a).

“Solid Waste Option Termination Date” has the meaning set forth in Section 2.10(a).

“Solid Waste Royalty” has the meaning set forth in Section 2.4(d).

“Storage Consent” has the meaning set forth in Section 2.4(i).

“Surface Damages” means the surface damages and corresponding rates described on Schedule 2.4; provided, that such rates may be escalated in accordance with Section 2.4.

“Term” has the meaning set forth in Section 4.1.

“Third Party” means any Person that is not a Party or an Affiliate of a Party to this Agreement.

“Transaction Documents” means this Agreement, together with any Lease and any Easement delivered pursuant to this Agreement, in each case that is executed and delivered by the Parties in accordance with this Agreement.

“Transit Tariff” has the meaning set forth in Section 2.4(b)(ii).

“Water Rights” has the meaning set forth in Section 2.1(a).

Section 1.2 Construction. Unless the context otherwise requires: a term has the meaning assigned to it; “or” is not exclusive; words in the singular include the plural, and words in the plural include the singular; provisions apply to successive events and transactions; the words “herein,” “hereof” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision; all references herein to Articles, Sections, paragraphs, subparagraphs and clauses shall be deemed to be references to Articles, Sections, paragraphs, subparagraphs and clauses of this Agreement unless the context shall otherwise require; the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”; the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; references to “$” or “dollars” shall mean United States dollars; unless otherwise expressly provided herein, any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, restated, waived or otherwise modified or supplemented, including (i) in the case of agreements or instruments and references to all attachments thereto and instruments incorporated therein, by waiver or consent, and (ii) in the case of statutes, by succession of comparable successor statutes.

ARTICLE II

FACILITIES; WATER RIGHTS; ACCESS RIGHTS

Section 2.1 Grant of Water Rights.

(a) Water Rights. Subject to the terms and conditions set forth in this Agreement and the Transaction Documents and any Conflicting Dedications, Landowner hereby grants to Operator the sole and exclusive right during the Term to utilize the surface of the Lands for the treatment, processing and recycling of Produced Water and Recycled Water for use in oil and gas operations and any necessary handling and transportation associated therewith, including the right to install, maintain, modify, own, operate and remove any facilities, infrastructure and equipment in connection therewith (“Water Rights”). For the avoidance of doubt, the foregoing exclusivity is limited to Landowner’s rights to grant Water Rights on the Lands and shall not be construed to prevent any operator or lessee from (i) recycling, treating, or disposing of water produced from such operator’s or lessee’s own wells on the Lands using such operator’s or lessee’s own equipment or facilities or (ii) engaging a third-party service provider to provide such recycling, treatment, or disposal services solely for the benefit of such operator’s or lessee’s own operations on the Lands.

(b) Freshwater Sourcing Services. On an as-needed basis and to the extent requested by Landowner in writing, Operator shall assist Landowner and its Affiliates in the sourcing and logistics of Fresh Water (“Fresh Water Sourcing Services”) pursuant to a purchase order substantially in the form attached hereto as Exhibit D, whereby Landowner or its designee shall purchase Fresh Water identified and sourced by Operator from Operator pursuant to the terms thereof.

(c) Non-Exclusive Access Right. Subject to the terms and conditions set forth in this Agreement and payment of the applicable Surface Damages, Landowner hereby grants to Operator the non-exclusive right to use the existing roads located on the Lands, at no additional cost except for the obligation to maintain pursuant to the next succeeding sentence, in connection with the construction, development, operation, maintenance, relocation, and/or removal of the Facilities. Operator shall (i) comply with any reasonable rules and regulations of Landowner provided in writing to Operator in connection with the exercise of such access rights and (ii) maintain all existing roads utilized by Operator in reasonably good repair; provided, that to the extent maintenance of such existing road is required and responsibility for damages cannot be definitively determined, responsibility for such maintenance shall be apportioned appropriately between Operator and such other operators or Persons that utilize such road, based upon their proportionate use of such road as determined by Landowner in its reasonable discretion. To the extent Operator desires to construct new roads to access the Facilities following the Effective Date, Operator shall submit a Project Proposal for such new road in accordance with the terms and conditions of Section 2.2, and if such new road is approved and constructed, such new road(s) shall be subject to the above requirements.

(d) Reservations. Landowner reserves, excepts and excludes any rights from Landowner’s and its Affiliates’ commitment provided for in Section 2.1(a) other than those rights expressly described as the Water Rights. For the avoidance of doubt, such reserved rights include data center infrastructure, traditional and renewable power generation, transmission and storage facilities and related commercial development, or any purpose other than water recycling for use in oil and gas operations. Notwithstanding anything herein to the contrary, (i) the rights granted to Operator under this Agreement are subject to the terms of all existing oil, gas and mineral leases and all existing easements, rights-of-way, surface use agreements and other agreements or interests covering or affecting the Lands, in each case, that are filed of public record or disclosed to Operator in writing as of the Effective Date, and (ii) Landowner may amend such existing agreements and enter into agreements with and grant rights to any other Persons without Operator’s prior written consent, except to the extent the same are in contravention of Operator’s rights under Section 2.1(a) or Section 2.1(b) or unreasonably interfere, as reasonably determined by Landowner, with then-existing Facilities or any other rights set forth in this Agreement.

(e) Existing Dedications and Subsequently Acquired Interests. Notwithstanding anything herein to the contrary, Landowner shall have the right to comply with any Conflicting Dedications set forth on Schedule IV. Landowner shall not enter into, extend or renew any Conflicting Dedication during the Term. Upon the termination of any Conflicting Dedication, the Lands and all rights associated therewith that are owned or controlled by Landowner, or that Landowner has the right to use or grant, subject to such Conflicting Dedication will automatically become subject to the commitments in this Article II.

(f) Exclusive Water Rights Releases. If, for any reason other than a Landowner Default, Operator fails to conduct operations in connection with Operator’s Water Rights and such failure results in no Royalties being paid to Landowner pursuant to this Agreement with respect to all or any portion of the Lands for more than one hundred twenty (120) consecutive days or one hundred eighty (180) days out of three hundred sixty-five (365) days (each, a “Curtailment”), then, notwithstanding Operator’s obligations under Section 2.4(c), Operator’s Water Rights shall no longer be sole and exclusive with regards to the Lands affected by the Curtailment (the “Affected Lands”), and Landowner shall be free to contract with any Third Party for non-exclusive Water Rights on the Affected Lands. Notwithstanding any other provision herein, it is the Parties’ intent that all Water Rights on the Lands which have not been specifically subject to a loss of exclusivity under this Section 2.1(f) shall remain the exclusive right of Operator, and the Water Rights and all other related exclusive rights and commitments relating thereto as provided hereunder shall remain in full force and effect for the duration of the Term with respect to such Water Rights and Lands.

Section 2.2 Additional Facilities and Project Proposals.

(a) Initial Facilities. As of the Effective Date, Landowner hereby acknowledges, accepts and consents to each of the Initial Facilities identified on Exhibit B. The Parties hereby agree to promptly enter into Leases and Easements with respect to each of the Initial Facilities.

(b) Additional Facilities. From time to time during the Term, Operator may propose that additional Facilities be constructed, owned, and operated by Operator on the Lands, including (i) additional layflat lines, pipelines, roads, electrical facilities, and other related infrastructure and equipment reasonably necessary or convenient in connection with the operation of the Initial Facilities and (ii) other Recycling Facilities, Produced Water and Recycled Water pipelines or related facilities and equipment, Fresh Water pipelines or related facilities and equipment and other Facilities (each, an “Additional Facility” and each such proposal, a “Project Proposal”). Each Project Proposal shall be submitted to Landowner in writing and include (x) a reasonably detailed description of the proposed Additional Facilities, (y) the portions of the Lands on which the Additional Facilities are proposed to be located, including a survey of such lands prepared by Operator and (z) such other information related to such Additional Facilities that is reasonably requested by Landowner. Subject to Section 2.2(c), Landowner shall accept and consent in writing (email being sufficient) to each Project Proposal for an Additional Facility described in clause (i) or (ii) above within thirty (30) days from the date of receipt of the Project Proposal. Subject to Section 2.2(c), if Landowner does not timely accept and consent to a Project Proposal, Landowner shall be deemed to have accepted and consented to such Project Proposal. Operator shall promptly notify Landowner in writing (email being sufficient) of any expected material changes, alterations or amendments to the applicable Additional Facilities throughout the course of the development of such Additional Facilities; provided, that for the avoidance of doubt, any material change to the location, scope or purpose of an Additional Facility shall require the prior written consent of Landowner, which consent shall not be unreasonably withheld, conditioned or delayed.

(c) Project Limitations. If Landowner determines in good faith that a Project Proposal conflicts with any then-existing or definitively proposed use or business operations conducted by Landowner or Third Parties on the Lands, including then-existing or definitively proposed oil and gas operations, Produced Water and/or Recycled Water operations (each, a “Project Limitation”), then Landowner shall notify Operator in writing of such determination and the basis therefor within thirty (30) days from the date of receipt of the Project Proposal, and the Parties shall negotiate in good faith for not less than thirty (30) days to amend the Project Proposal in an effort to identify a mutually acceptable alternate location on the Lands for such Project Proposal that would not be subject to a Project Limitation, including allowing Operator to permit and stake potential Additional Facility locations on the Lands. If the Parties are unable to mutually agree on a revised Project Proposal within such thirty (30)-day period, then Operator shall not pursue such Additional Facility. For the avoidance of doubt, if Landowner does not provide written notice of any objection to a Project Proposal that is subject to a Project Limitation within thirty (30) days from the date of receipt of the Project Proposal, Landowner shall be deemed to have accepted and consented to such Project Proposal for all purposes to the extent that Landowner is not expressly prohibited from doing so by a valid existing instrument to which Landowner is a party.

(d) Approved Facility. Upon Landowner’s acceptance and consent to, or deemed consent to, a Project Proposal in accordance with this Section 2.2, the applicable Additional Facility shall be deemed an “Approved Facility.”

Section 2.3 Leases and Easements.

(a) For each of the Initial Facilities, Landowner and Operator shall use commercially reasonable efforts to promptly execute and deliver, as applicable, such (i) surface use agreements substantially in the form of Schedule I hereto (each, a “Lease”) and/or (ii) easements substantially in the form of Schedule II hereto (each, an “Easement”), which shall cover the applicable portion(s) of the Lands, in each case, as are necessary or convenient in connection with such Initial Facilities, with such modifications to each such Lease and/or Easement forms as may be necessary to incorporate the specific terms of the applicable Initial Facility.

(b) For each Approved Facility, Landowner and Operator or their applicable Affiliates shall, within thirty (30) days of Landowner’s acceptance (or deemed acceptance) of any Approved Facility, execute and deliver, as applicable, such Leases and/or Easements covering the applicable portion(s) of the Lands, in each case, as are necessary or convenient in connection with such Approved Facility, with such modifications to each such Lease and/or Easement forms as may be necessary to incorporate the specific terms of the applicable Approved Facility.

Section 2.4 Surface Damages; Royalty; Minimum Royalty Payment.

(a) Operator shall pay to Landowner the applicable Surface Damages for the applicable Facilities constructed and/or utilized by Operator pursuant to this Agreement or any other operations or business of Operator or its Affiliates on the Lands pursuant to this Agreement. For the avoidance of doubt, Operator shall not owe any Surface Damages with respect to the Initial Facilities as the same exist on the Effective Date, but shall owe any applicable Surface Damages with respect to the Initial Facilities to the extent the same arise after the Effective Date. Not later than December 31 of each year, Landowner shall determine, in its reasonable discretion and with reference to market-based surface damages in the approximate vicinity of the applicable Facilities, the applicable Surface Damages for all Leases and Easements that are executed in the immediately succeeding calendar year or any other operations or business conducted by Operator or its Affiliates hereunder, and shall provide notice to Operator thereof along with reasonable supporting documentation; provided, that if Landowner or its applicable Affiliate has received surface damages from one or more Third Parties in the approximate vicinity of the applicable Facilities within the prior twelve (12) months, the adjusted Surface Damages shall not exceed the highest surface damages paid to Landowner or its applicable Affiliate by a Third Party in the approximate vicinity of the applicable Facilities within the prior twelve (12) months. If Landowner does not make this determination and provide notice and the required documentation to Operator thereof in accordance with this Section 2.4(a), the then-current Surface Damages shall continue in effect. Other than any Surface Damages as determined in accordance with this Section 2.4(a) and the amounts set forth in Section 2.4(b), Section 2.4(c), Section 2.4(d) and Section 2.4(i) or otherwise expressly set forth in this Agreement, Operator will not be obligated to pay any royalties, throughputs, or other fees with respect to Operator’s use of or access to the Lands in accordance with this Agreement.

(b) Each month during the Term, Operator shall pay to Landowner (without duplication) the following amounts in consideration of the Water Rights granted to Operator pursuant to Article II (the calculation of which is further set forth in the illustrative examples set forth on Exhibit E):

(i)

(A) thirty-one percent (31%) of the gross selling price for each Barrel of Recycled Water stored, treated, processed, recycled, disposed, purchased or sold, within the Lands, by Operator or its Affiliates less applicable taxes, and (B) from the Effective Date until the date that is the two (2) year anniversary of the Effective Date, five percent (5%) of the gross selling price for each Barrel of Recycled Water stored, transported, treated, processed, disposed, recycled, purchased and sold, as applicable, in New Mexico outside the Lands, by Operator or its Affiliates, net of royalty or other payments owed to Third Party landowners (collectively, the “Recycled Water Royalty”);

(ii)

with respect to any volumes of raw Produced Water or Recycled Water that are transported across or through the Lands solely for purposes of transit to a Recycling Facility or Disposal Facility located outside the Lands (and for which no Recycled Water Royalty or other Royalty under Section 2.4(b) is payable to Landowner with respect to such volumes), Operator shall pay to Landowner, in lieu of any other Royalty under this Section 2.4(b), a transit tariff equal to two cents ($0.02) per Barrel upon entry of such volumes onto the Lands and two cents ($0.02) per Barrel upon exit of such volumes from the Lands (the “Transit Tariff”), for a combined aggregate tariff of four cents ($0.04) per Barrel transported across the Lands. For the avoidance of doubt, if Operator is transporting raw Produced Water or Recycled Water across the Lands pursuant to the NGL Supply Agreement or otherwise in a manner that will ultimately generate a Recycled Water Royalty or other Royalty payable to Landowner under Section 2.4(b) (with respect to such volumes), then the Transit Tariff shall not apply to such volumes and the applicable Royalty under Section 2.4(b) shall govern;

(iii)

for all raw Produced Water sourced pursuant to the NGL Supply Agreement, a written consent prior to such sale of raw Produced Water and fifty percent (50%) of the gross selling price for each Barrel of raw Produced Water received by Operator or its Affiliates less the amount paid to NGL for the raw Produced Water; and

(iv)

fifty percent (50%) of the gross revenue received by Operator or its Affiliates from the sale of Skim Oil recovered from the Facilities or other operations on the Lands (the “Skim Oil Fee”).

(c) In the event that the aggregate Recycled Water Royalty and Transit Tariff payable and thereafter timely paid by Operator to Landowner during any Contract Year through and including the fifth (5th) Contract Year following the Effective Date is less than five million dollars ($5,000,000) for such Contract Year (as escalated in accordance with Section 2.5, the “Minimum Royalty Payment”), Operator shall pay to Landowner an amount equal to the shortfall in such Contract Year (if any).

(d) If Operator exercises the Solid Waste Facility Option pursuant to Section 2.10(a), then Operator shall pay to Landowner ten percent (10%) of the gross revenue received by Operator from the Solid Waste Facilities, excluding any deductions for operating or capital costs, depreciation, overhead, fees or royalties payable to any Third Parties (the “Solid Waste Royalty”).

(e) To the extent that Operator provides Landowner with Fresh Water Sourcing Services as requested by Landowner, Landowner shall pay to Operator a fee equal to six percent (6%) of the gross selling price for each Barrel of Fresh Water sourced and sold (“Fresh Water Sourcing Services Fee”).

(f) Notwithstanding anything to the contrary herein, with respect to any Produced Water volumes or Recycled Water volumes that are transported across or enter the Lands more than once, Operator shall incur the applicable Royalty set forth in Section 2.4(b) with respect to the first instance that such volumes cross the Lands, and shall not incur an additional Royalty with respect to subsequent crossings for such volumes.

(g) Notwithstanding anything to the contrary herein, with respect to any Produced Water volumes or Recycled Water volumes that are transported across or enter the Lands and subsequently enter or cross Other Lands, Operator shall incur the applicable fee or royalty with respect to the first instance that such volumes cross the Lands or Other Lands, as applicable, and shall not incur an additional fee or royalty with respect to subsequent crossings of the Lands or Other Lands, as applicable, for such volumes.

(h) In each case of calculating the gross revenue and gross selling price under this Section 2.4, the amounts shall be reduced by any applicable sale, use or gross receipts taxes imposed directly on such gross revenue and gross selling price.

(i) Operator shall not store any Fresh Water, Produced Water or Recycled Water in any pond, pit, or other storage infrastructure located on the Lands without the prior written consent of Landowner (each such consent, a “Storage Consent”). Each Storage Consent shall specify, at a minimum, (A) the location of the applicable pond, pit, or storage infrastructure, (B) the maximum aggregate volume of Fresh Water, Produced Water or Recycled Water approved for storage thereunder (the “Approved Storage Volume”), and (C) any other conditions or limitations imposed by Landowner in its reasonable discretion. In the event that any Fresh Water, Produced Water or Recycled Water volume stored on the Lands pursuant to a valid Storage Consent is not transported, recycled, treated, processed, or disposed of within sixty (60) days of the date on which such volumes were first stored in the applicable pond, pit, or storage infrastructure under such Storage Consent (each such 60-day period, an “Idle Storage Period”), then Operator shall pay to Landowner a storage fee of fifty thousand dollars ($50,000) for each completed Idle Storage Period (the “Idle Water Storage Fee”). For the avoidance of doubt, the Idle Water Storage Fee shall be

due and payable on the sixty-first (61st) day following the commencement of any Idle Storage Period, and shall continue to accrue and be due and payable every sixty (60) days thereafter for so long as such volumes remain idle on the Lands. The Idle Water Storage Fee shall be invoiced by Landowner and paid by Operator in accordance with Section 2.7. The obligation to pay the Idle Water Storage Fee shall be in addition to, and shall not in any way reduce, limit, or offset, any Royalty, Minimum Royalty Payment, Surface Damage, or other amounts owed under this Agreement.

Section 2.5 Escalation. Beginning on the first (1^st) anniversary of the Effective Date, and on each annual anniversary thereafter, the Transit Tariff, the Minimum Royalty Payment and the Idle Water Storage Fee shall automatically increase by the amount of any upward percentage change of the immediately preceding year (if any), in the Consumer Price Index for All Urban Consumers or its most comparable successor, as published by the Department of Labor or its most comparable successor; provided, that any such adjustment shall not exceed three percent (3%) for any Contract Year, and the Transit Tariff, the Minimum Royalty Payment and the Idle Water Storage Fee, as applicable, shall never be decreased.

Section 2.6 Meters. Operator, at its sole cost, risk, and expense, shall provide, operate and maintain properly calibrated flow meters (the “Meters”) at each (a) Disposal Facility, (b) receipt point at which one of Operator’s Produced Water pipelines brings Produced Water onto the Lands, (c) receipt point on the Lands at which Produced Water originally produced on the Lands enters Operator’s Disposal Facilities, (d) receipt point on the Recycling Facilities at which Produced Water is treated and becomes Recycled Water, (e) Solid Waste Facility and (f) any other necessary locations on the Facilities, all to the extent necessary to calculate the amounts owed by Operator pursuant to Section 2.4 and in compliance with all Laws and Prudent Industry Practices.

Section 2.7 Payment.

(a) Invoices and Due Date. No later than the fifteenth (15th) day following the end of each month during the Term (and, in the case of the Minimum Royalty Payment, the applicable Contract Year to which the Minimum Royalty Payment relates), Operator shall deliver to Landowner an invoice (“Invoice”) setting forth (i) the Produced Water volumes, Recycled Water volumes, Skim Oil sales and Solid Waste Royalties (if applicable) for which Operator owes a payment to Landowner pursuant to Section 2.4 for such subject month and calculated as provided for in Section 2.4, as applicable, as well as any other amounts due and payable under this Agreement, and (ii) payments owed by Operator for any Surface Damages (to the extent not previously paid), in each case, as set forth in the applicable Lease or Easement for the subject month. Operator shall pay in full any undisputed amounts due as reflected on the applicable Invoice by check or ACH transfer to Landowner’s designated bank account on or prior to the date that is sixty (60) days following the end of the month with respect to which such amounts are owed (the “Due Date”). If any undisputed amount due hereunder remains unpaid for sixty (60) days after the Due Date for such statement, interest on such amounts will accrue at the Overdue Rate from the Due Date through and including the date the owing Party actually makes payment.

(b) Shortfall Payment. No later than the last day of each Contract Year, Operator shall deliver to Landowner an Invoice setting forth the shortfall amount calculated as provided for in Section 2.4(c). Operator shall pay in full any undisputed amounts due as reflected on the applicable Invoice by check or ACH transfer to Landowner’s designated bank account on or prior to the date that is thirty (30) days following the end of such Contract Year.

(c) Disputes. In the event Landowner disputes in good faith all or any portion of an Invoice, then the undisputed portion, if any, shall be due and payable in accordance with Section 2.7(a). In the event that the dispute is resolved in favor of Landowner, then Operator shall promptly pay the disputed amount plus interest at the Overdue Rate from the date the disputed payment was originally due pursuant to Section 2.7(a) through, and including, the date paid.

(d) Audit. At any time on no less than thirty (30) days’ notice (but no more frequently than once in any twelve (12)-month period), either Party may, at the sole cost and expense of the requesting Party, conduct an audit of the other Party’s accounts, invoices and other documents related to the Lands and operations pursuant to this Agreement, including records of Produced Water and Recycled Water volumes sourced, disposed of, transported or recycled on the Lands, Skim Oil recovered from Operator’s Facilities or other operations on the Lands. Such examination shall use electronic records or, solely to the extent original documents are required, take place in the office location where such books and records are kept in the normal course of business; provided, that no examination may unreasonably interfere in the ongoing job responsibilities of the personnel of any Party. In the event the Parties mutually determine there was an Operator overpayment, Operator shall be due credit by Landowner for the amount of such overpayment on the next succeeding statement following such determination. In the event the Parties mutually determine there was an Operator underpayment, such amount shall be immediately due and payable, and Operator shall pay Landowner within thirty (30) days of such determination.

(e) Inspection. Landowner shall have the right to access and enter the Lands and any Operator facilities, improvements, equipment, records, and areas where Operator conducts its business activities on, under, or relating to the Lands at any time and from time to time for the purpose of observing, inspecting, photographing, measuring, and auditing Operator’s activities on the Facilities and, and to verify compliance with this Agreement and applicable Law. Operator shall provide reasonable cooperation to facilitate such inspections, including access to non-privileged books and records directly relating to operations on the Lands. Landowner shall at all times observe all posted safety notices and instructions, use required personal protective equipment, and be accompanied by an Operator representative if reasonably required for safety or security.

(f) Operator Credit Support. In the event Landowner, in the exercise of reasonable judgment, has reasonable grounds for insecurity regarding Operator’s payment or performance of any of Operator’s obligations under this Agreement and determines Operator’s credit to be unsatisfactory in Landowner’s reasonable opinion based on analysis of the financial information of Operator, or of a Person that guarantees Operator’s obligations under this Agreement, then within five (5) business days after Landowner’s written notice, Operator shall provide to Landowner, at Landowner’s sole option, one or more of the following forms of credit support: (A) an irrevocable standby letter of credit issued by a bank or financial institution incorporated in the United States, having a satisfactory long-term credit rating and net assets of not less than US$5,000,000, in form and substance reasonably acceptable to Landowner, for the benefit of Landowner and guaranteeing Operator’s obligations under this Agreement; (B) an absolute, unconditional and continuing full-recourse guarantee from a corporate guarantor that is an Affiliate

of Operator, with net assets of not less than US$5,000,000, in form reasonably acceptable to Landowner or (C) a pre-payment of the Minimum Royalty Payment for the applicable Contract Year, which pre-payment shall be credited against the Minimum Royalty Payment otherwise due and payable for such Contract Year pursuant to Section 2.4(c). Operator shall, within two (2) business days following Landowner’s written request, provide reasonable documentation evidencing Operator’s or any guarantor’s creditworthiness.

Section 2.8 Waiver of Rights. Notwithstanding anything herein to the contrary and subject to the opportunity to cure provided herein, Operator shall not have any rights under this Article II with respect to a particular Approved Facility if, at the time of execution of a Lease or Easement for such Approved Facility, as applicable, (a) the applicable representations and warranties of Operator in Article III are not true and correct in all material respects or (b) if there exists an uncured Operator Default.

Section 2.9 Taxes. During the Term of this Agreement, Landowner shall be responsible for paying all ad valorem taxes assessed on the Lands. Operator shall pay any personal property taxes assessed specifically against the Facilities during the Term.

Section 2.10 Solid Waste Rights Option.

(a) Grant of Option; Term; Scope. Subject to the terms and conditions of this Agreement, Landowner grants to Operator an exclusive option (the “Solid Waste Facility Option”) to elect, at any time during the period commencing on the Effective Date and ending on the second (2nd) anniversary of the Effective Date (the “Solid Waste Option Termination Date”), to obtain a lease or surface use agreement for a portion of the Desert Ram South Lands for the development, construction, ownership, operation, maintenance, repair, replacement and removal of Solid Waste Facilities, together with non-exclusive access rights over existing and future roads, all as further described in a lease to be negotiated in good faith consistent with the terms of this Section 2.10.

(b) Option Exercise; Lease Execution. Operator may exercise the Solid Waste Facility Option by written notice to Landowner prior to the Solid Waste Option Termination Date, whereupon the Parties shall negotiate, execute and deliver a surface lease or surface use agreement substantially in the form of Schedule I (with customary modifications for Solid Waste Facilities), which shall include the Solid Waste Royalty and other customary provisions, within sixty (60) days following such notice. If the Parties are unable to agree on the lease within such period despite good-faith negotiations, Landowner shall have no further obligation to grant such rights and the Solid Waste Facility Option shall automatically terminate.

(c) Surface Damages; Easements. Any Solid Waste Facilities and associated infrastructure shall be subject to Surface Damages determined in accordance with Section 2.4(a) and to one or more Easements under Section 2.3, in each case reflecting the footprint and linear facilities actually utilized, in addition to the Solid Waste Royalty under Section 2.4(d).

(d) Water and Other Inputs. Operator shall (i) purchase from Landowner, at then-prevailing market rates, all water and other resources available from Landowner and reasonably required for the construction and operation of the Solid Waste Facilities, and (ii) pay Landowner for all Easements and Surface Damages associated therewith.

(e) Permits. To the extent Landowner holds any Governmental Authority permits specifically and exclusively covering proposed Solid Waste Facilities on the Desert Ram South Lands as of the date that Operator exercises the Solid Waste Facility Option, Landowner shall cooperate reasonably to assign or transfer such permits to Operator at Operator’s sole cost and expense (including all transfer fees and incremental costs), subject to Governmental Authority approval and any applicable conditions; provided, that Landowner shall not be required to provide any indemnity, security, or ongoing obligation to effect such transfer beyond executing reasonable assignment instruments. Otherwise, if Operator exercises the Solid Waste Facility Option, then Operator shall be responsible, at its sole cost and expense, to obtain any permits necessary for the construction of any Solid Waste Facilities.

Section 2.11 Maintenance; Maintenance Capital Expenditures.

(a) To the extent any of the assets, facilities or other personal property located on the Lands that are owned by Landowner or its Affiliates from time to time during the Term (the “Landowner Facilities”) are utilized by either Party in connection with this Agreement, Operator shall be responsible for the maintenance of all such Landowner Facilities, with such maintenance done in accordance with all applicable Laws, Prudent Industry Practices and otherwise as requested by Landowner. Operator shall be responsible for the cost and expense of all such maintenance, except as otherwise provided herein. Operator may not incur maintenance capital expenditures for which Landowner is responsible without the prior written consent of Landowner. Landowner shall reimburse Operator for authorized maintenance capital expenditures, up to an aggregate annual cap of one million dollars ($1,000,000) (the “Annual Cap”) within sixty (60) days after receipt of reasonably detailed invoices and supporting documentation from Operator.

(b) In the event Operator determines that maintenance capital expenditures in excess of the Annual Cap are necessary or advisable in any given calendar year (such excess amounts, the “Excess Maintenance Capital Expenditures”), Operator shall deliver to Landowner a written notice setting forth in reasonable detail the nature, scope, and estimated cost of such Excess Maintenance Capital Expenditures (the “Excess Maintenance CapEx Notice”). Within thirty (30) days following receipt of an Excess Maintenance CapEx Notice, Landowner shall elect, by written notice to Operator, one of the following options:

(i)

Landowner may elect not to consent to the Excess Maintenance Capital Expenditures, in which case Operator shall not incur such Excess Maintenance Capital Expenditures and shall continue to maintain the Landowner Facilities within the scope of previously authorized expenditures;

(ii)

Landowner may elect to fund the Excess Maintenance Capital Expenditures directly;

(iii)

Landowner may elect to engage a Third Party to fund the Excess Maintenance Capital Expenditures on such terms as Landowner may negotiate with such Third Party in its sole discretion, provided that any such Third Party arrangement shall not materially interfere with Operator’s operations under this Agreement. In the event Landowner elects this option, Operator shall reasonably cooperate with Landowner and such Third Party to facilitate the completion of the applicable maintenance work; or

(iv)

Landowner may elect to have Operator fund the Excess Maintenance Capital Expenditures, in which case Operator shall advance the funds necessary to complete the applicable maintenance work, and future royalty payments otherwise payable to Landowner under this Agreement shall be adjusted as set forth below to reimburse Operator for such funded amounts.

(c) If Landowner elects the option set forth in clause (iv) above, then the Royalties otherwise due to Landowner under this Agreement shall be reduced on a going-forward basis until Operator has been fully reimbursed for the Excess Maintenance Capital Expenditures so funded, together with an annual markup of not less than fifteen percent (15%) per annum, compounded annually (the “Operator Return”), subject to a maximum payback period of two (2) years from the date such Excess Maintenance Capital Expenditures are incurred (the “Payback Period”). The total amount to be reimbursed to Operator through such Royalty adjustments shall not exceed the Excess Maintenance Capital Expenditures plus the Operator Return calculated over the Payback Period. For purposes of illustration, if Operator funds Excess Maintenance Capital Expenditures of one million dollars ($1,000,000), the total reimbursement amount would be calculated as follows: $1,000,000 × 1.15 (Year 1 markup at 15%) × 1.15 (Year 2 markup at 15%) = $1,322,500. Accordingly, the maximum amount recoverable by Operator through royalty adjustments in such example would be $1,322,500. Any Royalty adjustments pursuant to this Section 2.11(c) shall be applied pro rata across Royalties due during the Payback Period, and Operator shall provide Landowner with quarterly statements reflecting the outstanding balance and amounts recovered.

(d) If Landowner fails to deliver a written election notice within the thirty (30)-day period specified above, then Landowner shall be deemed to have elected not to consent to the Excess Maintenance Capital Expenditures pursuant to clause (i) above.

Section 2.12 Operation of Facilities. Operator shall operate the Facilities and conduct all of its operations and business on the Lands under this Agreement in accordance with all applicable Law, Permits, and Prudent Industry Practices.

Section 2.13 Sand Mine. Subject to the terms and conditions of this Agreement and further negotiation and agreement by the Parties on the applicable commercial terms (including royalty rates, option period, surface damages, and permitted uses), Landowner and Operator agree to negotiate in good faith, at any time during the period commencing on the Effective Date and ending on the second (2nd) anniversary of the Effective Date, the terms of an exclusive option (the “Sand Mine Option”) to be granted by Landowner to Operator for the development, construction, ownership, and operation of sand mining facilities on a portion of the Lands to be mutually agreed upon by the Parties (the “Sand Mine Facilities”). If the Parties reach agreement on such terms within such period, the Sand Mine Option shall be set forth in a written amendment to this Agreement or a separate written agreement executed and delivered by the Parties. If the Parties are unable to agree on the terms of the Sand Mine Option within such period, despite good-faith negotiations, neither Party shall have any further obligation to the other with respect to the Sand Mine Facilities under this Agreement. For the avoidance of doubt, no Sand Mine Option or rights with respect to Sand Mine Facilities shall be deemed granted hereunder absent a separate written agreement executed and delivered by both Parties.

ARTICLE III

REPRESENTATIONS AND WARRANTIES; CERTAIN COVENANTS

Section 3.1 Reciprocal Representations and Warranties. Each Party (such Party, the “Representing Party”) represents and warrants to the other Party that, as of the Effective Date and as of the execution of each Lease and Easement:

(a) Organization. The Representing Party is duly organized, validly existing and in good standing under the Laws of the State of its formation and is qualified to do business and is in good standing in the State of Texas and State of New Mexico.

(b) Authority; Binding Effect. The Representing Party has all requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to carry out the transactions contemplated hereby and thereby. The Representing Party has taken (or caused to be taken) all acts required to be taken by it to authorize the execution, delivery and performance by the Representing Party of this Agreement and the other Transaction Documents. This Agreement has been duly executed and delivered by the Representing Party and constitutes its valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, moratorium, reorganization or similar Laws affecting the rights of creditors generally and by principles of equity, whether considered in a proceeding at Law or in equity.

(c) Non-Contravention. The execution, delivery and performance of this Agreement by the Representing Party does not and will not (i) conflict with, or result in, any violation of or constitute a breach or default (with notice or lapse of time, or both) under (A) any provision of its organizational documents, or (B) any Law, court order, agreement, instrument or license applicable to the Representing Party, or (ii) require the submission of any notice, report, consent or other filing with or from any Governmental Authority or other Person, other than such consents that are customarily obtained after the transfer of instruments similar to the Lease or Easement, as applicable.

(d) Compliance with Laws; Permits. The Representing Party is in material compliance with all applicable Laws, rules and regulations; holds and is in material compliance with the terms of all permits, licenses, leases or other government authorizations required to be obtained or maintained in connection with performance of its obligations under this Agreement, and all such permits are valid and in full force and effect.

(e) Legal Proceedings. There are no proceedings pending or, to the Representing Party’s knowledge, threatened in writing against or affecting the Representing Party before any court, governmental agency, regulatory body or arbitrator that could reasonably be expected to materially adversely affect the ability of the Representing Party to perform its obligations under this Agreement.

(f) Bankruptcy; Solvency. There are no bankruptcy, reorganization or receivership proceedings pending, or, to the Representing Party’s actual knowledge, threatened against the Representing Party or an Affiliate of the Representing Party. The Representing Party is not insolvent and will not be rendered insolvent by any of the transactions contemplated by this Agreement.

Section 3.2 Reporting Requirements. With respect to all (i) Facilities and (ii) Approved Facilities, Operator shall furnish Landowner upon Landowner’s request with reasonable access to the following data and reports within the applicable time frames set forth below, to the extent related to the applicable Facilities located on the Lands and owned or operated by Operator or its Affiliates:

(a) Reasonably promptly following receipt thereof, copies of all material correspondence received by Operator or its Affiliates from any Governmental Authority, along with any material correspondence (including any reports) sent by Operator or its Affiliates to any Governmental Authority, including, without limitation, correspondence relating to Permits;

(b) Reasonably promptly following receipt thereof, copies of all written notices regarding material violations or potential material violations of, or material liability under, any of Laws;

(c) Prompt notice of any (i) incidents involving loss of life or bodily injury or illness at the Facilities or Lands, (ii) incidents involving material damage to, loss of or loss of use of any Facility or other property owned or used on the Lands, (iii) material releases or spills of Produced Water or Hazardous Material or other violation of applicable Environmental Laws and (iv) safety violation or lost-time incident while operating the Facilities;

(d) Reasonably promptly following the receipt thereof, copies of all claims, demands, or actions or threatened claims, demands or actions, in each case, which are of a material nature;

(e) Reasonably promptly following receipt or preparation by Operator or its Affiliates, copies of all surveys, including in a digitally recorded format if such exists;

(f) Daily drilling reports (if any), in Excel format if available, which shall be provided within thirty (30) days after the end of each calendar month; and

(g) Promptly following receipt thereof, copies of all material correspondence, notices, reports, and other written communications received or sent by Operator or its Affiliates pursuant to or in connection with the NGL Supply Agreement, including, without limitation, (i) any notice of default, breach, or alleged default or breach under the NGL Supply Agreement, (ii) any notice of termination, expiration, or non-renewal of the NGL Supply Agreement, (iii) any claim, demand, or assertion of rights or remedies by or against NGL, (iv) any request or notice relating to the amendment, modification, or waiver of any term of the NGL Supply Agreement, and (v) any other correspondence that could reasonably be expected to have a material effect on (1) the rights or obligations of Operator under the NGL Supply Agreement, (2) the value of the NGL Supply Agreement to Landowner or (3) Landowner under this Agreement. Operator shall deliver copies of all such correspondence to Landowner within five (5) business days of receipt or transmission, as applicable. Operator shall, upon Landowner’s reasonable request, provide Landowner with copies of any other correspondence or communications relating to the NGL Supply Agreement.

Section 3.3 NGL Supply Agreement.

(a) Operator represents and warrants to Landowner that (i) the NGL Supply Agreement is in full force and effect, and (ii) neither party under the NGL Supply Agreement is in default thereunder, and no event has occurred that, with the giving of notice or the lapse of time or both, would constitute a default by any party under the NGL Supply Agreement.

(b) Operator covenants and agrees that, throughout the Term, Operator shall fully perform and comply with all of its obligations, covenants, and duties under the NGL Supply Agreement, including, without limitation, Operator’s obligation to receive and take delivery of water from the NGL pipeline(s) in accordance with the terms thereof.

(d) [***]

(e) [***]

(f) [***]

ARTICLE IV

TERM AND TERMINATION

Section 4.1 Term. The term of this Agreement shall commence on the Effective Date and shall continue until December 31, 2035 (the “Initial Term”), except as otherwise provided in this Section 4.1. Following the Initial Term, this Agreement shall automatically renew for an additional three (3) year extension term (the “Extension Term” and collectively with the Initial Term, the “Term”) unless either Party provides notice of termination at least one hundred eighty (180) days prior to the expiration of the then-current term. The Parties may mutually agree in writing to terminate this Agreement at any time with respect to all or any portion of the Lands, in which case, Section 4.2 below shall apply only to such terminated Lands. No Party may terminate this Agreement except as provided in this Article IV and Article V.

Section 4.2 Effect of Termination.

(a) In the event this Agreement is terminated in accordance with the terms and conditions of this Agreement, the Parties shall have no further rights or obligations hereunder; provided, that (i) no such termination shall relieve any Party of any liabilities or obligations that accrued prior to the date of such termination, (ii) the termination of this Agreement shall not affect any Lease or Easement executed and delivered prior to the date of such termination, and (iii) the provisions of this Section 4.2, Section 1.2, Section 2.4, Section 2.5, Section 2.7, Section 3.2, Article V, Article VI, Article VII, Article VIII and Article IX, together with the definitions in Section 1.1 used in such Sections and Articles shall survive the termination of this Agreement.

(b) Upon the expiration of the Term, Landowner shall have the right, but not the obligation, to be exercised within sixty (60) days after the expiration of the Term by delivering written notice to Operator, to acquire any or all fixtures, equipment, facilities, improvements owned or leased by Operator or its Affiliates that are located on the Lands (the “Residual Improvements”) for $1,000 free and clear of any liens or encumbrances, and any Residual Improvements that Landowner does not elect to acquire shall, within six (6) months after the expiration of the Term, be removed by Operator, and such Lands shall be remediated and restored to substantially the same condition as existed prior to the installation of such Residual Improvements.

ARTICLE V

EVENTS OF DEFAULT

Section 5.1 Landowner Default. Landowner shall be in default of this Agreement (each, a “Landowner Default”): (a) upon an Event of Bankruptcy with respect to Landowner or (b) if Landowner is in material breach of any of its obligations under this Agreement, and Landowner fails to cure such breach within thirty (30) days (or ten (10) days for an obligation to pay any undisputed sums of money owed) following delivery to Landowner of a notice from Operator stating with reasonable particularity the nature and extent of such material breach or if a remedy cannot be effected within such initial thirty (30)-day period, an additional reasonable period no longer than ninety (90) days, provided, that Landowner has commenced pursuit of a remedy within the initial thirty (30)-day period and diligently pursues such remedy to completion.

Section 5.2 Operator Remedies Against Landowner Default. If a Landowner Default occurs and is uncured and continuing after the cure periods set forth in Section 5.1(b), and without prejudice to any of Operator’s other rights under this Agreement or any other Transaction Document, then during the period in which Landowner Default is continuing, Operator shall have the right to take one or more of the following actions: (a) suspend performance under this Agreement and/or the other applicable Transaction Document, provided, that this shall not affect any rights or obligations under any Lease or Easement executed and delivered prior to the date of such suspension; (b) pursue specific performance of this Agreement and/or the other applicable Transaction Documents; (c) terminate this Agreement or (d) pursue any and all other rights and remedies available at law or in equity subject however to the limitations in this Agreement.

Section 5.3 Operator Default. Operator shall be in default of this Agreement (each, an “Operator Default”): (a) upon an Event of Bankruptcy with respect to Operator, (b) if Operator is in material breach of any of its obligations under this Agreement, and Operator fails to cure such breach within thirty (30) days (or ten (10) days for an obligation to pay any undisputed sums of money owed) following delivery to Operator of a written notice from Landowner stating with reasonable particularity the nature and extent of such material breach, or if a remedy cannot be effected within such initial thirty (30)-day period, an additional reasonable period no longer than ninety (90) days, provided, that Operator has commenced remedy within the initial thirty (30)-day period and diligently pursues such remedy to completion, (c) if Operator suffers a Change in Control without Landowner’s prior written consent as required pursuant to Section 9.4(b) (such consent not to be unreasonably withheld, conditioned or delayed) or (d) if Operator or a parent entity thereof sells all or a material portion of its consolidated assets and another entity reasonably satisfactory to Landowner does not assume Operator’s obligations under this Agreement.

Section 5.4 Landowner Remedies Against Operator Default. If an Operator Default occurs and is uncured and continuing after the cure periods provided in Section 5.3(b), and without prejudice to any of Landowner’s other rights under this Agreement or any other Transaction Document, then during the period in which the Operator Default is continuing, Landowner shall have the right to take one or more of the following actions: (a) suspend performance under this Agreement and/or the other applicable Transaction Document, provided, that this shall not affect any rights or obligations under any Lease or Easement executed and delivered prior to the date of such suspension; (b) pursue specific performance of this Agreement and/or the other applicable Transaction Documents; (c) terminate this Agreement or (d) pursue any and all other rights and remedies available at law or in equity subject however to the limitations in this Agreement.

ARTICLE VI

NOTICES

Section 6.1 Notices. All notices and communications required or permitted under this Agreement shall be in writing and addressed as indicated below, and any communication or delivery hereunder shall be deemed to have been duly delivered upon the earliest of: (a) actual receipt by the Party to be notified; (b) three (3) business days after deposit with the U.S. Postal Service, certified mail, postage prepaid, return receipt requested; (c) if by email transmission, upon read receipt confirmation by the recipient (with the receiving Party being obligated to respond affirmatively to any read receipt requests delivered by the other Party); or (d) by Federal Express overnight delivery (or other reputable overnight delivery service), two (2) days after deposited with such service. Addresses for all such notices and communication shall be as follows:


To Operator:		Hydrosource Midstream, LLC
		413 Veterans Airpark Lane
		Midland, TX 79705
		Attn: Mark Machen
		E-mail: [email protected]
		and

		Hydrosource Logistics, LLC
		413 Veterans Airpark Lane
		Midland, TX 79705
		Attn: Athel Ivy
		E-mail: [email protected]

To Landowner:		EagleRock Land Operating, LLC
		9655 Katy Freeway, Suite 375
		Houston, TX 77024
		Attn: Bobby Hunt
		Telephone: [***]
		E-mail: [***]

Any Party may, upon written notice to the other Party, change the address and Person to whom such communications are to be directed.

Section 6.2 Reporting. With respect to any notices, communications and information required to be delivered pursuant to Section 3.2, such notices, communications and information shall be sufficient in all respects if given in accordance with Section 6.1 or if such notice is delivered by email to the address specified for a Person in Section 6.1.

ARTICLE VII

CONFIDENTIALITY

Section 7.1 Non-Disclosure. Each Receiving Party shall keep confidential and shall not disclose, or permit any of its Disclosure Recipients to disclose, any Confidential Information of the Disclosing Party except as required or reasonably necessary (a) to enforce this Agreement or any other Transaction Document, (b) by Law, (c) to its accountants, auditors, advisors, and/or attorneys that are subject to a professional or other obligation of confidentiality with respect to any such disclosed Confidential Information, or (d) to a potential purchaser or financing source in connection with any potential or actual sale of a Party or its applicable Affiliate (or an interest therein), any potential or actual sale or lease of any of such Party’s assets subject to this Agreement or any other Transaction Document or any bona fide equity or debt financing transaction, provided, that any such recipient is subject to a professional or other obligation of confidentiality with respect to any such disclosed Confidential Information.

Section 7.2 Required Disclosures. In the event that any Receiving Party or any of its Disclosure Recipients is required by any Law to disclose Confidential Information to any Governmental Authority, unless otherwise agreed to by the Disclosing Party, prior to such disclosure, such Receiving Party (or its Disclosure Recipients) shall promptly notify the Disclosing Party (to the extent not prohibited by Law from giving notice) in writing of such anticipated disclosure, which notification shall include the nature of the requirement of Law and the extent of the required disclosure and such Receiving Party (or its Disclosure Recipients) shall reasonably cooperate with the Disclosing Party to preserve the confidentiality of such information consistent with Law (including reasonably withholding disclosure of such Confidential Information until such time as it has been finally determined that such disclosure is required under Law). Each Receiving Party shall cause any of its Disclosure Recipients to which it discloses any Confidential Information to hold such information confidential to the same extent as would be required if such Disclosure Recipients were a Party, and no Receiving Party or Disclosure Recipient may use any Confidential Information it receives for any purpose not contemplated by this Agreement.

ARTICLE VIII

LIABILITY AND INDEMNITY

Section 8.1 Operator Indemnity. To the maximum extent allowed by applicable Law, Operator shall be solely responsible for, and shall protect, defend, indemnify and hold harmless Landowner and its respective directors, managers, officers, agents, employees and Affiliates (“Landowner Group”) from and against claims, demands, suits, causes of action, losses, damages, liabilities, liens, encumbrances, obligations, fines, penalties, out-of-pocket costs (including attorneys’ fees and costs of investigation, litigation or arbitration) and expenses, judgments, awards, or amounts, of any kind or character, whether created by law (including statute), contract, tort, voluntary settlement or otherwise, or under judicial proceedings, administrative proceedings or otherwise (collectively, “Losses”) resulting from, arising out of or in any way related to (a) Operator Group’s presence or operations on the Lands or its activities pursuant to this Agreement, including (i) death, injury or illness to any person or loss of or damage to any property, including any death or personal injury or illness or loss or damage to property caused by the act or omission (whether negligent or otherwise), the negligence or breach of statutory duty of any member of Operator Group (except, in each case, as provided in Section

8.2); (ii) any Hazardous Material contamination or other environmental condition existing on the Lands as of the Effective Date or caused by any member of Operator Group, including clean-up actions or remediation work resulting therefrom, whether now known or hereafter discovered; (iii) claims or investigations by any Governmental Authority or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory brought by a Third Party against any member of Operator Group; (b) Operator’s performance or non-performance of this Agreement; or (c) any breach by Operator of its representations, warranties or covenants under this Agreement.

Section 8.2 Landowner Indemnity. To the maximum extent allowed by applicable Law, Landowner shall be solely responsible for, and shall protect, defend, indemnify and hold harmless Operator and its respective directors, managers, officers, agents, employees and Affiliates (“Operator Group”) from and against any Losses resulting from, arising out of or in any way related to (a) (i) death, injury or illness to any person or loss of or damage to any property, including any death or personal injury or illness or loss or damage to property caused by the act or omission (whether negligent or otherwise), the negligence or breach of statutory duty of any member of Landowner Group (except, in each case, as provided in Section 8.1); (ii) any Hazardous Material contamination or other environmental condition caused by any member of Landowner Group, including clean-up actions or remediation work resulting therefrom (except as provided in Section 8.1); (iii) claims or investigations by any Governmental Authority arising from or related to the acts or omissions of any member of Landowner Group; or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory brought by a Third Party against any member of Operator Group; (b) Landowner’s performance or non-performance of this Agreement; or (c) any breach by Landowner of its representations, warranties or covenants under this Agreement.

Notwithstanding anything to the contrary in this Agreement, the Operator Group shall not be entitled to indemnification under Section 8.2(a)(ii) to the extent that any member of Operator Group had knowledge of the facts, circumstances, or conditions giving rise to such claim for indemnification prior to the Effective Date.

Section 8.3 Exclusive Remedies. Except to the extent caused by the gross negligence, willful misconduct, willful breach or fraud, the Parties agree that the remedies set forth in this Agreement are the Parties’ exclusive remedies at all times for a breach of this Agreement, whether based in contract, tort (including negligence and strict liability), or otherwise.

Section 8.4 Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE ENTITLED TO RECOVER FROM THE OTHER PARTY ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE,

EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

ARTICLE IX

MISCELLANEOUS

Section 9.1 Applicable Law; Venue.

(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE THAT WOULD CAUSE THE APPLICATION OF THE DOMESTIC SUBSTANTIVE LAWS OF ANY OTHER JURISDICTION.

(b) THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE TEXAS BUSINESS COURT DIVISION THAT INCLUDES HARRIS COUNTY, TEXAS (OR, IF SUCH COURT DOES NOT HAVE JURISDICTION, ANY STATE AND FEDERAL COURT LOCATED IN HARRIS COUNTY, TEXAS) AND APPROPRIATE APPELLATE COURTS THEREFROM FOR THE RESOLUTION OF ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, AND EACH PARTY HEREBY IRREVOCABLY AGREES THAT ALL ACTIONS, SUITS, AND PROCEEDINGS IN RESPECT OF SUCH DISPUTE, CONTROVERSY, OR CLAIM MAY BE HEARD AND DETERMINED IN SUCH COURTS. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, (i) ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION, SUIT, OR PROCEEDING IN ANY OF THE AFORESAID COURTS, (ii) ANY CLAIM IT MAY NOW OR HEREAFTER HAVE THAT ANY SUCH ACTION, SUIT, OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, AND (iii) THE RIGHT TO OBJECT, IN CONNECTION WITH SUCH ACTION, SUIT, OR PROCEEDING, THAT ANY SUCH COURT DOES NOT HAVE ANY JURISDICTION OVER SUCH PARTY.

Section 9.2 Jury Waiver. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 9.3 Amendments. Except as otherwise provided herein, no supplement, amendment, alteration, modification, waiver or termination of this Agreement shall be binding unless executed in writing by the Parties.

Section 9.4 Assignment; Change in Control of Operator.

(a) Assignment. Neither Party may assign any of its rights or obligations under this Agreement or any portion thereof without the prior written consent of the other Party, which consent may not be unreasonably withheld or delayed; provided, that such restriction shall not apply to assignments to Affiliates so long as such assignment to an Affiliate includes the assignment of all of the assigning Party’s rights and obligations under this Agreement; provided further that (i) Landowner may assign its obligations and its rights hereunder to any purchaser or assignee of any portion of the Lands solely to the extent relating to the purchased or assigned portion of the Lands, (ii) Landowner may assign this Agreement as collateral security to a financing entity without the consent of Operator and (iii) Operator may assign its obligations and its rights hereunder to any purchaser or assignee of all or substantially all of its assets subject to this Agreement so long as Operator demonstrates that such purchaser or assignee is a Qualified Midstream Operator.

(b) Change in Control of Operator. No Change in Control of Operator shall be permitted without the prior written consent of Landowner (such consent not to be unreasonably withheld, conditioned or delayed). In the event of a Change in Control of Operator, Operator shall provide Landowner with reasonable advance written notice of any proposed Change in Control. Any attempted Change in Control in violation of this provision shall be null and void.

(c) Change in Control of Landowner. For the avoidance of doubt, no Change in Control of Landowner shall require consent from Operator, and any such Change in Control shall not constitute a breach or default under this Agreement or give rise to any consent right, termination right, or other remedy in favor of Operator.

Section 9.5 Disclaimer.

(a) EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY TRANSACTION DOCUMENT, THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF.

(b) IN FURTHERANCE OF, AND WITHOUT LIMITING, SECTION 9.5(A), THE PARTIES AGREE AND ACKNOWLEDGE THAT, EXCEPT FOR THE EXPRESS REPRESENTATIONS, WARRANTIES, COVENANTS AND OBLIGATIONS SET FORTH IN THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS, LANDOWNER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO (I) THE LANDS, INCLUDING ANY TITLE MATTERS, CONDITION, QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, USE, ZONING, COMPLIANCE WITH LAWS, AVAILABILITY OR SUFFICIENCY OF PERMITS, ENVIRONMENTAL CONDITION OR ANY OTHER MATTER RELATING THERETO, OR (II) ANY LANDOWNER FACILITIES, INCLUDING ANY CONDITION, QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, USE, COMPLIANCE WITH LAWS, AVAILABILITY OR SUFFICIENCY OF PERMITS, ENVIRONMENTAL CONDITION OR ANY OTHER MATTER RELATING THERETO.

Section 9.6 Financing Cooperation. In connection with any financing received by Landowner or its Affiliates in connection with Landowner’s performance of this Agreement, Operator shall cooperate with and provide reasonable assistance to Landowner and any financing party in relation to their due diligence, financial, technical, scientific, engineering, accounting and environmental studies, monitoring, inspections and audits of the Lands. Operator shall (a) execute and deliver such further instruments and documents, including notices, assignments, acknowledgements, consents and related instruments that may be reasonably requested by any financing party and (b) promptly furnish documents as may reasonably be requested by any financing party to effectuate the purposes of this Agreement.

Section 9.7 Change in Law. If Landowner is required by a Change in Law to incur material fees, taxes, or expenses in connection with Landowner’s performance of its obligations under this Agreement or ownership of the Lands or the Landowner Facilities that would not have been incurred by Landowner or its Affiliates in accordance with applicable Law in effect on the Effective Date, then Landowner, in its sole discretion, may notify Operator of such Change in Law and its associated economic impact. Thereafter, Landowner shall have the right to increase any Surface Damages or Royalties or otherwise impose a separate surcharge, in each case, by the amount that, in Landowner’s reasonable good faith judgment, is necessary to recover Landowner’s proportionate share of such additional costs or expenses with the goal of preserving as closely as possible the economic arrangement prior to the Change in Law; provided, that Landowner provides Operator a detailed written explanation of the reasons and calculations for such increased amounts, royalties or fees or separate surcharge, as such increased amounts, royalties, fees or separate surcharge relates to Landowner, at least thirty (30) days prior to the implementation of such additional charge(s).

Section 9.8 Compliance with Laws and Regulations. This Agreement shall be subject to all applicable Laws and each Party shall perform its obligations hereunder in accordance with all applicable Laws. Nothing contained herein shall be construed so as to require either Party to perform such acts (or to forego performing any acts) that would cause such Party to violate any such applicable Laws.

Section 9.9 Anti-Corruption Laws. Each Party represents that in connection with this Agreement, it has complied, and will comply with, all applicable laws, regulations, rules and requirements of the United States and any other relevant jurisdiction relating to anti-bribery or anti-money laundering and represents that it has not taken and agrees that it will not take any action which would subject the other Party to fines or penalties under such laws, regulations, rules or requirements.

(a)

Each Party represents:

(i)

that it has not in violation thereof, directly or indirectly, paid, offered, given or promised, or authorized the payments of, any monies or other things of value to; and

(ii)

that it shall not, in violation thereof, directly or indirectly, pay, offer, give or promise to pay or authorize the payment of, any monies or other things of value to:

(A) a government official or an officer or employee of a government or any department, agency or instrumentality of any government;

(B) an officer or employee of a public international organization;

(C) any person acting in an official capacity for or on behalf of any government or any department, agency or instrumentality of any government or of any public international organization;

(D) any political party or official thereof;

(E) any candidate for political office; or

(F) any other person, individual or entity at the suggestion, request, or direction, or for the benefit of, any of the above-described persons and entities, in connection with this Agreement.

Section 9.10 Representative of Landowner and Operator. At all times, Operator shall have appointed an individual representative (“Operator’s Representative”) authorized and empowered to act for and on behalf of Operator on all matters concerning this Agreement and Operator’s obligations hereunder, and Landowner shall have appointed an individual representative (“Landowner’s Representative”) authorized and empowered to act for and on behalf of Landowner on all matters concerning this Agreement and Landowner’s obligations hereunder; provided, however, that neither Operator’s Representative nor Landowner’s Representative shall have the authority to amend any provision of this Agreement. Either Party may change the identity of its representative by written notification to the other Party. Landowner’s Representative may, in its sole discretion, by notice in writing, issue or rescind any previously issued, standing instructions regarding any of Landowner’s obligations hereunder.

Section 9.11 Waiver. Except as otherwise provided for in this Agreement, a waiver of any of the provisions of this Agreement shall not be deemed or shall not constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver, unless otherwise expressly provided.

Section 9.12 Relationship of the Parties. The Parties do not intend to create, and this Agreement shall not be construed to create, a partnership, an association for profit, a trust, agency, joint venture, other relationship of partnership or any fiduciary relationship between the Parties.

Section 9.13 Employees; Independent Contractor. The relationship of Operator (and its employees, agents, contractors, and subcontractors) to Landowner is that of an independent contractor, and no provision of this Agreement shall be construed to create any employer-employee relationship between Landowner and Operator or any of Operator’s employees, agents, contractors, or subcontractors. All persons employed by Operator or its Affiliates in connection with the performance of this Agreement shall be solely and exclusively employees of Operator or its Affiliates, as applicable, and shall not be deemed to be employees of Landowner for any purpose whatsoever. Neither Operator nor any of Operator’s employees, agents, contractors, or subcontractors shall be entitled to any benefits provided by Landowner to its employees, including but not limited to workers’ compensation, health insurance, retirement benefits, disability benefits,

unemployment insurance, vacation, sick leave, or any other employee benefits of any kind. Operator shall be solely responsible for all compensation, benefits, withholdings, employment taxes, and other obligations with respect to its employees, agents, contractors, and subcontractors. Neither Operator nor any of Operator’s employees, agents, contractors, or subcontractors shall have any authority to act for, bind, or commit Landowner or any of its Affiliates to any agreements, obligations, or liabilities, or to otherwise represent or hold themselves out as agents, representatives, or employees of Landowner.

Section 9.14 Severability. If any provisions of this Agreement, in whole or in part, are held invalid as a matter of Law, it is the Parties’ intent that such holding not affect the other portions of this Agreement, and that such portions that are not invalid be given effect without the invalid portion.

Section 9.15 Further Assurances. Each Party shall take such acts and execute and deliver such documents as may be reasonably required to effectuate the purposes of this Agreement.

Section 9.16 Insurance.

(a) Operator shall obtain and maintain insurance policies of the type and in the amounts set forth on Schedule III (the “Required Insurance”) and shall cause Landowner to be named as an additional insured with respect to each of the Required Insurance policies set forth on Schedule III.

(b) Operator shall cause all Required Insurance policies to contain a waiver of subrogation in favor of Landowner and each member of the Landowner Group with respect to any claims, losses, or liabilities arising out of or related to Operator’s operations under this Agreement or the performance of Operator’s obligations hereunder.

(c) Prior to commencing any operations on the Lands and annually thereafter (or promptly upon any material change, renewal, or replacement of coverage), Operator shall furnish to Landowner certificates of insurance evidencing the Required Insurance, in a form reasonably acceptable to Landowner. Such certificates shall: (i) identify all policies required under this Section 9.16; (ii) confirm that Landowner and the Landowner Group are named as additional insureds as required herein; (iii) confirm the waiver of subrogation in favor of Landowner and the Landowner Group; and (iv) provide that the insurer shall endeavor to provide Landowner with at least thirty (30) days’ prior written notice (ten (10) days in the case of non-payment of premium) of any cancellation, material modification, or non-renewal of such policies. Upon Landowner’s request, Operator shall provide Landowner with copies of the applicable insurance policies (or relevant excerpts thereof) and endorsements.

Section 9.17 Counterpart Execution. This Agreement may be executed in counterparts, each of which shall be deemed an original, and both of which taken together shall constitute one agreement. Delivery of an executed counterpart signature page by PDF is as effective as executing and delivering this Agreement in the presence of the other Party to this Agreement.

Section 9.18 No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer upon anyone, other than the Parties and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement or to constitute any Person as a third party beneficiary of this Agreement.

Section 9.19 Time of Essence. Time is of the essence with respect to the performance by each Party of its obligations under this Agreement.

Section 9.20 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of each of the Parties and their respective Affiliates and each of their respective successors and permitted assigns.

Section 9.21 Attorney’s Fees. SHOULD EITHER PARTY BE REQUIRED TO RESORT TO EMPLOYMENT OF ATTORNEYS TO ENFORCE THIS AGREEMENT, OR ANY OF ITS RIGHTS UNDER THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENTS, THE SUBSTANTIALLY PREVAILING PARTY SHALL BE ENTITLED TO REIMBURSEMENT FROM THE OTHER PARTY FOR THE SUBSTANTIALLY PREVAILING PARTY’S ATTORNEYS’ FEES.

Section 9.22 Entire Agreement. This Agreement, the other Transaction Documents, and the exhibits and schedules attached hereto and thereto constitute the entire agreement between the Parties with respect to the transactions contemplated hereunder, and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties with respect to the transactions contemplated hereunder.

Section 9.23 Joint and Several Liability. The obligations of Hydrosource Midstream and Hydrosource Logistics shall be joint and several, and each of Hydrosource Midstream and Hydrosource Logistics shall be liable for the full performance of all obligations of Operator under this Agreement.

Section 9.24 Covenant Running with the Lands. This Agreement, and the rights granted hereunder and obligations contained herein, shall be covenants running with the Lands and shall be binding upon and inure to the benefit of each of the Parties and their respective successors and permitted assigns. Any sale, conveyance, grant, transfer, assignment or other disposition of all or any portion of the Lands (or the Landowner Facilities) or the Facilities, as applicable, shall be made expressly subject to this Agreement, and this Agreement or the applicable portion hereof shall be assumed by the purchaser or assignee, and both this Agreement and the Lands (or the Landowner Facilities) or the Facilities, as applicable, shall otherwise be sold or assigned in accordance with Section 9.4(a).

Section 9.25 Recording Memorandum. Contemporaneously with their execution and delivery of this Agreement, the Parties shall execute a recording memorandum that is substantially identical in form and substance to that attached hereto as Exhibit C (the “Memorandum”). Operator may file such Memorandum in the real property records of, as applicable, Andrews, Loving, and Winkler Counties, Texas, and Eddy and Lea Counties, New Mexico, in each applicable case for purposes of conferring constructive public notice of this Agreement. Notwithstanding the foregoing, except as may be required by applicable Law or as mutually agreed in writing by the Parties, neither Party shall file of record in any county or other public records this Agreement, a copy thereof, or any portion thereof (other than the Memorandum). In the event of any conflict between recitations contained in the Memorandum and the provisions contained in this Agreement, the provisions of this Agreement shall control. The execution and recording of the Memorandum shall not limit, increase, or in any manner affect any of the terms of this Agreement, or any rights, interests, or obligations of the Parties.

Section 9.26 Conspicuousness. THE PARTIES AGREE THAT ANY PROVISION OF THIS AGREEMENT THAT IS SET FORTH IN THE STYLE OF THIS SECTION 9.26 IS CONSPICUOUS.

Section 9.27 Mutuality of Drafting. The Parties hereby stipulate and agree that each of them fully participated and was adequately represented by counsel in the negotiation and preparation of this Agreement, and the Parties further stipulate and agree that in the event of an ambiguity or other necessity for interpretation to be made of the content of this Agreement, this Agreement will not be construed in favor of or against Landowner or Operator as a consequence of one Party having had a greater role in the preparation of this Agreement, but will be construed as if the language were mutually drafted by both Parties with full assistance of counsel.

[Remainder of page intentionally left blank; signature page follows.]

This Agreement has been duly executed and delivered by the Parties effective as of the Effective Date.


LANDOWNER:

EAGLEROCK LAND OPERATING, LLC

By:		/s/ Greg Pipkin Jr.
Name:		Greg Pipkin Jr.
Title:		Chief Executive Officer

OPERATOR:

HYDROSOURCE MIDSTREAM, LLC

By:		/s/ Elo Peter Omavuezi
Name:		Elo Peter Omavuezi
Title:		Manager

HYDROSOURCE LOGISTICS, LLC

By:		/s/ Elo Peter Omavuezi
Name:		Elo Peter Omavuezi
Title:		Manager

Signature Page – Produced Water Recycling Rights Agreement

Schedule 2.4

Surface Damages

(Intentionally omitted.)

Exhibit A-1

Part 1 – Lands

(Intentionally omitted.)

Exhibit A-1-1

Part 2 – Solid Waste Facilities

Solid Waste Facility

(Intentionally omitted.)

Exhibit A-1-2

Exhibit A-2

New Mexico Lands Radius

(Intentionally omitted.)

Exhibit A-2-1

Exhibit B

Initial Facilities

(Intentionally omitted.)

Exhibit B

Exhibit C

Recording Memorandum

(Intentionally omitted.)

Exhibit C-1

Exhibit D

Form of Purchase Order

(Intentionally omitted.)

Exhibit D-1

Exhibit E

Royalty Scenario Table

(Intentionally omitted.)

Exhibit E-1

Schedule I

Form of Lease

(Intentionally omitted.)

Schedule I-1

Schedule II

Form of Easement

(Intentionally omitted.)

Schedule II-1

Schedule III

Required Insurance

(Intentionally omitted.)

Schedule III-1

Schedule IV

Conflicting Dedications

(Intentionally omitted.)

Schedule IV-1

Exhibit 10.7

WATER SYSTEM MANAGEMENT AGREEMENT

This WATER SYSTEM MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of May 15, 2026 (the “Effective Date”) by and between DE IV Flow, LLC, a Delaware limited liability company (“Owner”), DEF Operating, LLC, a Delaware limited liability company (“Operator”). Owner and Operator are sometimes referred to herein each individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein that are not defined in the other provisions of this Agreement have the respective meanings set forth in Article I.

RECITALS:

WHEREAS, Owner owns the Water System, which provides for the storage, transportation, treatment, processing, disposal, purchase, and sale of water, including produced water, fresh water, blended water, treated water, and recycled water;

WHEREAS, Owner and Operator are parties to the Gathering Agreements, pursuant to which Operator is obligated to provide certain water supply, disposal and related services to the Upstream Operators; and

WHEREAS, Operator shall provide the Services, including to operate, maintain, repair and optimize the Water System to satisfy Operator’s obligations under the Gathering Agreements, in exchange for the consideration to be paid hereunder.

ARTICLE I

DEFINITIONS; CONSTRUCTION

Section 1.1 Definitions. The following capitalized terms have the following respective meanings:

“Affiliate” unless otherwise provided herein, means (a) with respect to Owner, only Owner and its direct and indirect subsidiaries; and (b) with respect to Operator, only Operator and its direct and indirect subsidiaries (excluding Owner and its direct and indirect subsidiaries); and the term “Affiliated” shall have a correlative meaning. For clarity, Owner and Operator shall not be considered Affiliates for purposes of this Agreement.

“Agreement” has the meaning set forth in the preamble.

“Annual Minimum Royalty” has the meaning set forth in Section 2.5(b).

“Barrel” means forty-two (42) U.S. gallons.

“Brackish Water” means water with salinity levels between seawater and freshwater.

“Change in Control” means, with respect to a Person, the occurrence of any of the following events: (a) the sale, transfer, or other disposition (in one transaction or a series of related transactions) of all or substantially all of such Person’s assets to any other Person; or (b) any merger, consolidation, or other transaction or series of related transactions as a result of which (i) any other Person or group of Persons (other than the then-current equity holders of such Person or their Affiliates) becomes the beneficial owner, directly or indirectly, of more than fifty percent (50%) of the outstanding voting interests or equity securities of such Person, or (ii) such Person is merged or consolidated with or into another Person and, as a result of such merger or consolidation, the equity holders of such Person immediately prior to such transaction do not own more than fifty percent (50%) of the outstanding voting interests or equity securities of the surviving or resulting entity.

“Change in Law” means the occurrence of any of the following after the Effective Date: (a) the enactment of any new and applicable Law; (b) the modification of any existing applicable Law; or (c) a change in the interpretation or application of any applicable Law by a Governmental Authority having jurisdiction (including a change resulting from guidance documents or rulings issued by such Governmental Authority), in each such case of clauses (a) through (c) which has a material and adverse impact on the business and day to day operations of Owner or its Affiliates.

“Claim Notice” has the meaning set forth in Section 2.11.

“Confidential Information” means: (a) all information, materials and data provided by one Party or any of its Affiliates (the “Disclosing Party”) to the other Party or any of its Affiliates (the “Receiving Party”) under this Agreement or in connection with performance under this Agreement; and (b) the terms of this Agreement. Confidential Information does not include (i) information that was in or comes into the lawful possession of the Receiving Party without confidentiality restrictions at the time of acquiring such information; (ii) information that is or becomes public knowledge without the fault of the Receiving Party; (iii) information that is or becomes available to the Receiving Party on an unrestricted basis from a source having a right to make such disclosure; or (iv) information that is developed by the Receiving Party independent of Confidential Information received hereunder.

“DE Gathering Agreement Required Connections” means those certain connection and infrastructure obligations set forth on Exhibit A-6.

“DE Gathering Agreements” means (a) that certain Amended and Restated Supply Water Purchase and Produced Water Gathering and Disposal Agreement dated March 15, 2026, by and among DEF Operating, LLC, DE IV Flow, LLC, and DE Reagan, LLC and (b) that certain Amended and Restated Supply Water Purchase and Produced Water Gathering and Disposal Agreement dated March 15, 2026, by and among DEF Operating, LLC, DE IV Flow, LLC, and DE West Texas, LLC.

“Deliverables” has the meaning set forth in Section 2.2(b).

“Direct Costs” means all: (a) costs and expenses paid or incurred to purchase and transport Fresh Water sold to generate the Revenue; (b) costs and expenses paid or incurred to treat, recycle and transport recycled water sold to generate the Revenue; (c) costs and expenses paid or incurred to transport and dispose of Produced Water; (d) ad valorem taxes assessed on the Water System; (e) any sales and similar transactional taxes collected from Operator or Owner pursuant to this Agreement and the Gathering Agreements; (f) costs and expenses paid or incurred to operate, maintain and repair the Water System or perform the Services, including any Maintenance Capital Expenditures; (g) costs and expenses paid or incurred to respond to an emergency or replace, repair or remediate any assets associated with the Water System that are damaged or destroyed by any casualty loss; (h) any costs or expenses paid or incurred with respect to the Water System that are necessary to comply with Law; (i) any costs or expenses that would constitute direct charges under Council of Petroleum Accountants Society standards; (j) the costs of any general liability insurance, excess liability insurance, business interruption insurance and oil lease property insurance maintained by Operator in connection with Services; and (k) any costs or expenses incurred to comply with the DE Gathering Agreements with respect to the DE Gathering Agreement Required Connections. An illustrative calculation of Direct Costs is set forth on Exhibit B attached hereto. For the avoidance of doubt, Operator shall be solely responsible for the disbursement of all Direct Costs incurred in connection with the Gathering Agreements or otherwise in accordance with the Services.

“Disclosure Recipients” means, with respect to any Receiving Party, such Party’s Affiliates, directors, officers, employees, representatives, agents, investors, Lenders, accountants, attorneys or other financial or professional advisors, in each case that receive Confidential Information of the Disclosing Party.

“Disposal Well” means a Produced Water injection well and its related facilities and equipment owned by Owner or its Affiliates (or its or their respective successors and permitted assigns) that is permitted by the Railroad Commission of Texas, the New Mexico Oil & Gas Conservation Division, or other applicable Governmental Authority and used to inject Produced Water only into and stored in non-commercial hydrocarbon productive zones or intervals underlying the Water System, but only to the extent that such well has a surface location within the Water System. For the avoidance of doubt, Disposal Wells shall not be used to, and shall not include any wells or related facilities and equipment used to, inject and/or store any non-hydrocarbon gases (including carbon dioxide) or non-oilfield liquid wastes into or beneath the Water System.

“Due Date” has the meaning set forth in Section 2.7(a).

“Effective Date” has the meaning set forth in the preamble.

“Environmental Laws” means any applicable Law that pertains to (a) pollution or pollution control, (b) the protection of the environment (including natural resources and threatened or endangered species) or relating to public or worker health or safety, or (c) the management, transportation, release or disposal of Hazardous Materials and the remediation of contamination in connection with the operations under the Water System, including the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq., the Solid Waste Disposal Act (as amended by the Resource Conservation and Recovery Act), 42 U.S.C. § 6901 et seq., the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq., the Federal Safe Drinking Water Act, 42 U.S.C. §§ 300f-300, the Federal Air Pollution Control Act, 42 U.S.C. § 7401 et seq., the Oil Pollution Act, 33 U.S.C. § 2701 et seq., the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq., the Endangered Species Act, 16 U.S.C. § 1531 et seq., the Clean Air Act, 42 U.S.C. §§ 7401 et seq., Clean Water Act, 33 U.S.C. §§ 1251 et seq., Rivers and Harbors Act, 33 U.S.C. §§ 401 and 40, National Environmental Policy Act, 42 U.S.C. §§ 4321 et seq., Fish & Wildlife Coordination Act, 16 U.S.C. §§ 661 et seq., Resource Conservation & Recovery Act, 42 U.S.C. §§ 6901 et seq., each as amended, and any analogous state Laws, and the regulations and orders promulgated by a Governmental Authority thereunder.

“Extension Term” has the meaning set forth in Section 4.1.

“Fresh Water Royalty” has the meaning set forth in Section 2.5(a)(iii).

“Gathering Agreements” means those certain gathering or similar agreements listed on Exhibit A-4 attached hereto, as the same may be amended, restated, supplemented, or otherwise modified from time to time. Exhibit A-4 shall be deemed automatically updated from time to time to the extent that Owner and Operator enter into any further such agreements following the Effective Date.

“Hydrosource” has the meaning set forth in Section 10.4(b).

“Initial Term” has the meaning set forth in Section 4.1.

“Invoice” has the meaning set forth in Section 2.7(a).

“Items” has the meaning set forth in Section 2.2(a).

“Lenders” means any Person providing financing to Owner or its Affiliates.

“Losses” means any claims, demands, suits, causes of action, losses, damages, liabilities, liens, encumbrances, obligations, fines, penalties, out-of-pocket costs (including attorneys’ fees and costs of investigation, litigation or arbitration) and expenses, judgments, awards, or amounts, of any kind or character, whether created by law (including statute), contract, tort, voluntary settlement or otherwise, or under judicial proceedings, administrative proceedings or otherwise.

“Maintenance Capital Expenditure” means any capital expenditures required to maintain, repair or replace any portion of the Water System including: (a) repairing or replacing any portion of the Water System as a result of a casualty loss, (b) bringing the Water System or the operation thereof into compliance with Law, and (c) replacing equipment related to the Water System that is no longer capable of functioning efficiently for its intended use.

“Midco” has the meaning set forth in Section 10.4(b).

“Net Proceeds” means gross revenue generated from the Water System (“Revenue”) minus Direct Costs incurred in connection with the Water System.

“Operator” has the meaning set forth in the preamble.

“Operating Account” has the meaning set forth in Section 2.3.

“Operator Default” has the meaning set forth in Section 5.3.

“Operator Group” has the meaning set forth in Section 8.2.

“Operator’s Representative” has the meaning set forth in Section 10.10.

“Overdue Rate” means the lesser of one percent (1%) per month and the maximum rate permitted by Law.

“Owner” has the meaning set forth in the preamble.

“Owner Default” has the meaning set forth in Section 5.1.

“Owner Group” has the meaning set forth in Section 8.1.

“Owner-Performance Notice” has the meaning set forth in Section 2.11.

“Owner’s Representative” has the meaning set forth in Section 10.10.

“Party” and “Parties” have the meanings set forth in the preamble.

“Permit” means any permit, license, registration, approval, or similar authorization to construct, own, and operate any Water System, or pond, impoundment, tank, or similar structure, equipment or facility for the production, storage, treatment, recycling, transportation, disposal or use of Produced Water or Fresh Water that is validly issued and approved by the Railroad Commission of Texas, the New Mexico Oil Conservation Division, or other Governmental Authority having jurisdiction.

“Produced Water Royalty” has the meaning set forth in Section 2.5(a)(i).

“Prudent Industry Practices” means that degree of skill, diligence and judgment, and the utilization of practices, methods, techniques and standards, that are generally expected of a reasonably prudent firm engaged in work similar in nature and extent to the management and operation of the Water System hereunder, and acting as a reasonable and prudent operator. Prudent Industry Practices are not limited to the optimum practice or method to the exclusion of others, but rather refer to commonly used and reasonable practices and methods. The Parties acknowledge and agree that actions taken, or not taken, by Operator in reliance on information, opinions, reports or statements of any attorney, public accountant, consulting engineer, engineering, procurement and construction contractor, or other third Person expert, selected by Operator, as to matters which Operator reasonably believes in good faith to be within such Person’s professional expert competence, shall be deemed to have been taken, or not taken, in accordance with Prudent Industry Practices.

“Put Agreement” has the meaning set forth in Section 10.4(b)

“Recycled Water” means any water recycled and/or treated for re-use, including all water produced, treated, blended with other water, or recycled.

“Recycled Water Royalty” has the meaning set forth in Section 2.5(a)(ii).

“Representing Party” has the meaning set forth in Section 3.1.

“Required Insurance” has the meaning set forth in Section 10.16(a).

“Retained Operator Amounts” is defined in Section 2.5(a).

“Royalty” means, collectively, the Produced Water Royalty, the Recycled Water Royalty, and the Fresh Water Royalty.

“Services” has the meaning set forth in Section 2.1(a)(ii).

“Shortfall” has the meaning set forth in Section 2.7(b).

“Shortfall Invoice” has the meaning set forth in Section 2.7(b).

“Shortfall Report” has the meaning set forth in Section 2.7(b).

“Term” has the meaning set forth in Section 4.1.

“Third Party” means any Person that is not a Party or an Affiliate of a Party to this Agreement.

“Third Party Negotiations” is defined in Section 2.1(a)(iv).

“Upstream Operators” means each Person that is a party (other than Owner or Operator) to a Gathering Agreement and that delivers or causes to be delivered Produced Water to the Water System or receives Fresh Water, Recycled Water, or water management or similar services from the Water System pursuant to such Gathering Agreement.

“Water System” means, collectively, equipment and facilities owned by Owner or its Affiliates that provide for the storage, transportation, treatment, processing, disposal, purchase and sale of produced water, fresh water, blended, treated and recycled water, including the right to install, maintain, modify, own, operate and remove any facilities, infrastructure and equipment, including Disposal Wells and all water blending, recycling, treatment and handling infrastructure and operations used in connection therewith, described on Exhibit A-1 attached hereto, and all extensions thereof and improvements or additions thereto.

paragraphs, subparagraphs and clauses shall be deemed to be references to Articles, Sections, paragraphs, subparagraphs and clauses of this Agreement unless the context shall otherwise require; the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”; the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; references to “$” or “dollars” shall mean United States dollars; unless otherwise expressly provided herein, any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, restated, waived or otherwise modified or supplemented, including (i) in the case of agreements or instruments and references to all attachments thereto and instruments incorporated therein, by waiver or consent, and (ii) in the case of statutes, by succession of comparable successor statutes.

ARTICLE II

WATER SYSTEM OPERATIONS; ACCESS RIGHTS

Section 2.1 Water System Operations.

(a) Services.

(i)

Owner grants, during the term of this Agreement and to the fullest extent permitted by applicable Law, full authority to Operator to do all things which are necessary and proper to perform the Services and carry out the duties and responsibilities of Owner (or its applicable Affiliate) and Operator under the Gathering Agreements, including the authority to execute such agreements, permits and other documents and to take such actions as may be necessary or appropriate in Operator’s reasonable judgment, for the performance of the Services so long as such activities, agreements, permits and other documents may be lawfully carried out or performed by Owner; provided, however, that in no event shall Operator’s authority hereunder be greater than or extend beyond applicable Law. Operator may delegate the authority granted by Owner to Operator pursuant to this Section 2.1(a) to contractors, subcontractors, its Affiliates or employees that are necessary or appropriate for the performance of the Services; provided, that Operator shall not permit a contractor or subcontractor to execute any agreement, permit, or other document in the name of Owner. Notwithstanding the foregoing, no such delegation of authority shall relieve Operator of any of its duties, obligations, or liabilities under this Agreement or the Gathering Agreements, and Operator shall remain fully responsible and liable for the acts, omissions, errors, negligence, and willful misconduct of any contractor, subcontractor, Affiliate, or employee to whom Operator has delegated any authority or obligation hereunder, to the same extent as if such acts, omissions, errors, negligence, or willful misconduct were those of Operator.

(ii)

Operator shall operate, maintain, repair, expand, and optimize the Water System (together with all related pipelines, pumps, tanks, disposal and recycling facilities, intake and delivery points, meters, electrical and control systems, and other appurtenant equipment), all as may be necessary in order to fulfill Owner’s and Operator’s responsibilities under the Gathering Agreements (including carrying out the DE Gathering Agreement Required Connections), in each case, subject to the terms of this Agreement, including those services described in Exhibit A-3 (the “Services”). Neither Party may expand the scope of any of the Services or add any additional services to the Services without the prior written consent of the other Party (acting in its sole discretion). Except as expressly set forth herein, Operator shall perform the Services and any of its other obligations under this Agreement at its sole cost and expense.

(iii)

Notwithstanding anything contained in this Agreement, Owner shall at all times remain the owner of the Water System (including any expansions thereof).

(iv)

Operator may engage in negotiations with Third Parties to add such Third Parties as customers to the Water System, including the negotiation of any new contracts, amendments, extensions, or other agreements with customers of the Water System and any other Third Parties (collectively, “Third Party Negotiations”), and Owner shall provide reasonable support and cooperation to Operator in connection with such Third Party Negotiations. Operator shall keep Owner informed as to the status and progress of all Third Party Negotiations on a regular and ongoing basis, including by providing Owner with prompt written notice of (A) the commencement of any material Third Party Negotiation, (B) any material developments or proposed terms arising in the course of such Third Party Negotiations, and (C) the conclusion or termination of any such Third Party Negotiation. For the avoidance of doubt, Operator’s authority to conduct Third Party Negotiations pursuant to this Section 2.1(a)(iv) shall not be deemed to authorize Operator to enter into, execute, terminate, novate, amend, or extend any contract with any customer of the Water System (including any Gathering Agreement) or any other agreement of Owner or its Affiliates without the express prior written consent of Owner as required under Section 2.1(d), such consent not to be unreasonably withheld.

(v)

Operator may perform any other services or actions as may be necessary or advisable to: (A) comply with applicable Law or any contracts or arrangement by which Owner, Operator or the Water System is bound, or (B) address an emergency.

(vi)

Notwithstanding anything contained in this Agreement, unless otherwise mutually agreed between the Parties, in no event shall the Services include (and Operator shall have no obligation with respect to): (A) any expansions of the Water System (other than the DE Gathering Agreement Required Connections) or (B) any other services Operator is prohibited from performing under the terms of this Agreement.

(b) Standard of Conduct.

(i)

Operator shall (and shall cause any of its Affiliates to, if applicable) perform its obligations under this Agreement and exercise its rights or powers under this Agreement, in each case, in compliance with this Agreement and the Gathering Agreements and in compliance in all material respects with all applicable Laws, Permits and Prudent Industry Practices.

(ii)

Operator shall be responsible for the Services and its performance in accordance with Prudent Industry Practices, regardless of any failure of any contractor, subcontractor, Affiliate or employee to perform.

(c) Operator’s Operating Authority. During the Term, Operator shall not undertake any activity that (i) violates any applicable Law in any respect that could have a materially adverse impact on Owner or its business or (ii) violates any contracts (including the Gathering Agreements), leases, orders, security instruments and other agreements to which Owner or any of its Affiliates is a party or by which Owner, its Affiliates or any of its properties is bound in any respect that could have a materially adverse impact on Owner, its Affiliates, the Water System or its business.

(d) Limitations. During the Term, except to the extent required by applicable Law or otherwise necessary to comply with any contracts or arrangements by which Owner, Operator or the Water System is bound, Operator shall not undertake any of the following activities with respect to its performance under this Agreement without the express prior written consent of Owner:

(i)

undertaking any expansion or material alteration or modification of the Water System (other than the DE Gathering Agreement Required Connections);

(ii)

creating or permitting to be incurred any lien on any asset constituting part of the Water System, with the exception of (A) tax liens created in the ordinary course of business or by operation of law and liens of mechanics and materialmen created in the ordinary course of business or by operation of law or (B) liens which are promptly disputed by Operator and as to which measures are promptly taken to obtain their removal, all of which liens shall be administered or otherwise addressed by Operator as a reasonable and prudent operator in accordance with Prudent Industry Practices;

(iii)

entering into any settlement agreement or arrangement with respect to litigation matters, proceeding or other dispute;

(iv)

entering into, executing, terminating, novating, amending, or extending any contracts with customers of the Water System (including any Gathering Agreement);

(v)

obtaining, applying for, terminating, surrendering, materially amending, or failing to renew any Permit, or taking any action or failing to take any action that would reasonably be expected to result in the revocation, suspension, material modification, or non-renewal of any Permit;

(vi)

entering into any tax settlement agreements or arrangements related to any ad valorem taxes assessed on the Water System or any sales and similar transactional taxes collected pursuant to this Agreement or the Gathering Agreements;

(vii)

entering into, amending, extending, renewing, terminating, assigning, consenting to any assignments or transfers of, issuing change orders under, or waiving any rights or obligations under, any agreement of Owner or its Affiliates or any agreement otherwise related to the Water System;

(viii)

granting of powers of attorney with respect to Owner, its Affiliates or the Water System;

(ix)

(i) lending money to any Person, incurring, guaranteeing, securing or assuming, in one or more transactions (whether or not related) any indebtedness; (ii) making prepayments or extensions of indebtedness; (iii) obligating or causing Owner or any of its Affiliates to make any expenditures or approve any growth or similar projects; or (iv) granting any credit support from Owner or its Affiliates or otherwise related to the Water System;

(x)

commencing a bankruptcy, winding up, insolvency or reorganization proceeding involving Owner or any of its Affiliates or otherwise related to the Water System;

(xi)

changing Owner’s or any of its Affiliate’s independent public accountants or auditors;

(xii)

undertaking any political or lobbying activities;

(xiii)

obligating or causing Owner or any of its Affiliates to enter into or modify any commodity, basis differential or interest rate hedging transaction; or

(xiv)

committing or agreeing to do any of the foregoing activities in clauses (i) through (xvii) above.

(e) Emergencies. Notwithstanding anything herein to the contrary, nothing in this Agreement shall prohibit Operator from taking any actions or performing any operations to the extent reasonably necessary to address an emergency that poses an imminent risk of harm to persons or material damage to property, in which case Operator shall notify Owner as soon as reasonably practicable of such emergency and any associated expenditures.

Section 2.2 Title, Documents and Data; Records.

(a) Title to all materials, equipment, supplies, consumables, spare parts and other items purchased or obtained by Operator for or on behalf of Owner and its Affiliates (as applicable) (“Items”), shall pass to and vest in Owner or its Affiliates (as applicable) free and clear of all liens and encumbrances upon the earlier of payment for or delivery to Owner of such Items and in any event no later than the passage of title from the vendor or supplier thereof. Without limiting the foregoing, wherever possible, Operator shall procure such Items in the name of Owner; provided, that if Operator reasonably determines that it is necessary or in the commercial best interest of Owner to acquire Items in the name of Operator as agent for Owner, then Operator (i) may acquire the Items in its name as agent for Owner and thereafter assign and convey to Owner such Items free and clear of all liens and encumbrances upon the earlier of payment for or delivery to Owner of such Items and in any event no later than the passage of title from the vendor or supplier thereof and (ii) shall either (A) assign to Owner the warranties, guarantees and indemnities or (B) if Operator determines such assignment is not practical, enforce such warranties, guarantees and indemnities for the benefit of Owner.

(b) All (i) written materials, data, documents and other work product prepared or developed by Operator, any Affiliate of Operator or their respective employees or contractors during the term of this Agreement for Owner in connection with the performance of the Services, including all manuals, data, designs, drawings, plans, specifications, reports, studies, forecasts, other information (collectively, the “Deliverables”), together with all intellectual property rights incorporated or imbedded therein and (ii) Owner accounts, shall belong to Owner; provided, however, that, for the avoidance of doubt, the Deliverables shall exclude any and all information developed by Operator or its Affiliates related to the upstream oil and gas business. All such Deliverables, in whatever form, including electronic copies and databases, shall be provided promptly to Owner following any termination of this Agreement.

(c) Each of Operator and Owner agrees to take such further actions and to execute, acknowledge and deliver all such further documents as are reasonably requested by the other Party giving full effect to the purpose and intent of this Section 2.2.

(d) Operator shall prepare and deliver to Owner such Deliverables as Owner may reasonably request and in the form then-currently maintained by Operator or its Affiliates, including reports required (i) under applicable Law, (ii) under any agreements entered into by or on behalf of Owner or in connection with the Water System (including the Gathering Agreements), (iii) by any Lenders, and (iv) regular reports setting forth in reasonable detail (A) the volumes of water on the Water System, (B) revenue generated in connection with the Water System, (C) operating expenses incurred in connection with the Water System, and (D) such other pertinent data and information as may be necessary or appropriate to demonstrate the financial performance of the Water System. Without limiting the foregoing, Operator shall furnish Owner with such other reports, data, and financial information as Owner may request in order to enable Owner to produce (1) monthly financial reports, (2) quarterly unaudited financial statements, and (3) annual audited financial statements, in each case in such form, with such detail, and within such timeframes as Owner may reasonably specify. Operator shall cooperate fully with Owner’s independent auditor and shall provide all information, records, documentation, and access reasonably requested by Owner’s auditor in connection with the preparation or audit of Owner’s financial statements or any other audit or review relating to the Water System or the Services.

Section 2.3 Operating Accounts.

(a) Operator shall establish a bank account or accounts (each, an “Operating Account”), which may be subject to encumbrances and control rights of Lenders only. The employees set forth on Exhibit A-5 and any replacements thereof approved by Owner in writing (such approval not to be unreasonably withheld, conditioned or delayed) shall be designated as authorized signatories to the Operating Account.

(b) All revenues attributable to the Water System received by Operator, including all amounts due to Operator under the Gathering Agreements, shall be deposited promptly into the Operating Account. Operator shall have the authority and duty, subject to the terms of this Agreement and the provisions of the Gathering Agreements, to collect all monies due under the Gathering Agreements and any other agreements relating to the Water System and to cause such amounts to be deposited into the Operating Account. Operator shall be responsible for the payment of all Direct Costs from the Operating Account or otherwise incurred in connection with the Gathering Agreements.

(c) Operator shall administer the Operating Account and shall pay, from funds available in the Operating Account, all (i) Direct Costs (ii) any other amounts expressly authorized to be paid under this Agreement, in each case, as and when due in accordance with the terms and conditions of this Agreement. Operator shall make no disbursements from the Operating Account except as authorized under this Section 2.3 and Section 2.5.

(d) Operator shall account to Owner for any expenses pursuant to this Agreement. Such monies of Owner shall be applied only to their intended use and shall in no way be deemed to be funds belonging to Operator (other than the Retained Operator Amounts).

(e) Operator shall provide Owner with monthly settlement statements detailing receipt of payments of expenses using funds in the Operating Accounts, prior to the last day of the succeeding calendar month.

(f) All interest and other benefits pertaining to the Operating Account belong to Owner.

Section 2.4 No Services Fee. For the avoidance of doubt, the only consideration Operator retains under this Agreement is the Retained Operator Amounts. Operator will not receive any incremental services fee or management fee under this Agreement.

Section 2.5 Royalty; Minimum Royalty.

(a) Each month during the Term, as consideration for Owner granting Operator the right to use the Water System to satisfy Operator’s obligations under the Gathering Agreements, Operator shall pay to Owner (without duplication) from the Operating Account or otherwise, the following royalties on a monthly basis out of Net Proceeds derived from the Water System (with the other Net Proceeds not payable to Owner hereunder to be disbursed from the Operating Account, and retained by Operator (the “Retained Operator Amounts”):

(i)

90% of the Net Proceeds for each Barrel of Produced Water stored, transported, treated, processed, disposed, purchased or sold utilizing all or any portion of the Water System (“Produced Water Royalty”);

(ii)

90% of the Net Proceeds for each Barrel of Recycled Water stored, transported, treated, processed, disposed, purchased or sold utilizing all or any portion of the Water System (“Recycled Water Royalty”); and

(iii)

90% of the Net Proceeds for each Barrel of Fresh Water and Brackish Water stored, transported, treated, processed, disposed, purchased or sold utilizing all or any portion of the Water System (“Fresh Water Royalty”).

(b) The Royalty is subject to an annual guaranteed minimum royalty of: (i) forty million dollars ($40,000,000) during each of the first five (5) Contract Years of the Initial Term, and (ii) ten million dollars ($10,000,000) during each of the last five (5) Contract Years of the Initial Term ((i) and (ii) collectively, as adjusted pursuant to Section 2.6, the “Annual Minimum Royalty”) during the Initial Term; provided, however, that if the Royalty paid during any year of the Initial Term exceeds the Annual Minimum Royalty, the excess amount shall be credited to the next succeeding year on a dollar-for-dollar basis.

Section 2.6 Escalation. Beginning on the Effective Date, and on each annual anniversary thereafter, the Annual Minimum Royalty shall automatically increase or decrease, as applicable, by the amount of any percentage change of the immediately preceding year (if any), in the Consumer Price Index for All Urban Consumers or its most comparable successor, as published by the Department of Labor or its most comparable successor; provided, that any such adjustment shall not exceed three percent (3%) for any Contract Year; provided, further, that in no event shall the Annual Minimum Royalty be decreased below the amounts set forth in Section 2.5(b).

Section 2.7 Payment.

(a) Invoices and Due Date. No later than the thirtieth (30th) day following the end of each month during the Term, Operator shall deliver to Owner an invoice (“Invoice”) setting forth (i) the Produced Water sales, Recycled Water sales and Fresh Water and Brackish Water sales for which the Operator owes a payment to Owner pursuant to Section 2.5(a) for such subject month, expressed in Barrels and calculated as provided for in Section 2.5(a)(i) – (iii), as applicable and (ii) the Retained Operator Amounts for such month. Operator shall pay in full from the Operating Account any undisputed amounts due as reflected on the applicable Invoice by check or ACH transfer to Owner’s designated bank account on or prior to the date that is sixty (60) days following the end of the month with respect to which such amounts are owed (the “Due Date”). If any undisputed amount due hereunder remains unpaid for sixty (60) days after the Due Date for such statement, interest on such amounts will accrue at the Overdue Rate from the Due Date through and including the date the owing Party actually makes payment.

(b) Shortfall Payment. In the event that the aggregate Royalty paid to Owner during any Contract Year is less than the Annual Minimum Royalty (such deficiency, a “Shortfall”), Operator shall provide Owner with a written report setting forth in reasonable detail the calculation of such Shortfall (the “Shortfall Report”), together with an invoice for the amount of the Shortfall (the “Shortfall Invoice”), within thirty (30) days following the end of such Contract Year. Operator shall directly pay to Owner the amount set forth in the Shortfall Invoice from Operator’s own funds (and not from the Operating Account) within thirty (30) days following delivery of the Shortfall Report and Shortfall Invoice to Owner.

(c) Disputes. In the event either Party disputes in good faith all or any portion of an Invoice or Shortfall Invoice, then the undisputed portion, if any, shall be due and payable in accordance with Section 2.7(a). Upon the resolution of the dispute, the non-prevailing Party shall promptly pay the prevailing Party the disputed amount plus interest at the Overdue Rate from the date the disputed payment was originally due pursuant to Section 2.7(a) through, and including, the date paid.

(d) Audit. At any time on no less than thirty (30) days’ notice (but no more frequently than twice in any twelve (12)-month period), either Party may, at the sole cost and expense of the requesting Party, conduct an audit of the other Party’s accounts, invoices and other documents related to the Water System and operations pursuant to this Agreement, including records of Produced Water, Recycled Water and Fresh Water and Brackish Water volumes stored, transported, treated, processed, disposed, purchased and sold in the Water System, or other operations with respect to the Water System and calculation of all or any portion of the Royalty. Such examination shall use electronic records or, solely to the extent original documents are required, take place in the office location where such books and records are kept in the normal course of business; provided, that no examination may unreasonably interfere in the ongoing job responsibilities of the personnel of any Party. In the event the Parties mutually determine there was an Operator overpayment, Operator shall be due credit by Owner for the amount of such overpayment on the next succeeding statement following such determination. In the event the Parties mutually determine there was an Operator underpayment, such amount shall be immediately due and payable, and Operator shall pay Owner within thirty (30) days of such determination.

(e) Inspection. Owner shall have the right to access and enter the Water System, improvements, equipment, records at any time and from time to time for the purpose of observing, inspecting, photographing, measuring, and auditing Operator’s activities with respect to the Water System and, to verify compliance with this Agreement and applicable Law. Operator shall provide reasonable cooperation to facilitate such inspections, including access to non-privileged books and records directly relating to operations with respect to the Water System. Owner shall at all times observe all posted safety notices and instructions, use required personal protective equipment, and be accompanied by an Operator representative if reasonably required for safety or security.

(f) Books and Records. Operator shall keep records and books of account relating to the Services, this Agreement or the Water System in compliance with this Agreement and in compliance in all material respects with all applicable Laws, Permits and Prudent Industry Practices.

Section 2.8 Reserved.

Section 2.9 Taxes. During the Term of this Agreement, Operator shall timely pay from the Operating Account or otherwise all (1) ad valorem taxes assessed on the Water System to the applicable Governmental Authority and (2) sales and similar transactional taxes collected from Owner or Operator pursuant to the Gathering Agreements to the applicable Governmental Authority, in each case as a Direct Cost. For the avoidance of doubt, such tax payments shall be Operator’s independent obligation as operator of the Water System, and Operator shall not be deemed to be collecting or remitting such taxes on behalf of Owner.

Section 2.10 Maintenance; Maintenance Capital Expenditures.

(a) Operator shall be responsible for the maintenance of the Water System, with such maintenance done in accordance with all applicable Laws, Prudent Industry Practices and otherwise as requested by Owner. Operator shall be responsible for the cost and expense of all such maintenance, except as otherwise provided herein. Operator shall provide Owner with prior written notice in the event that Operator anticipates that the Maintenance Capital Expenditures in any quarter shall exceed one million dollars ($1,000,000).

(b) Other than Maintenance Capital Expenditures and any capital expenditures associated with the DE Gathering Agreement Required Connections, Operator shall not incur any capital expenditures without the prior written consent of Owner. Operator shall provide Owner with prior written notice in the event that Operator anticipates that the capital expenditures associated with the DE Gathering Agreement Required Connections in any quarter shall exceed one million dollars ($1,000,000).

Section 2.11 Owner Performance Rights. Without prejudice to any other right or remedy given to Owner or Operator under this Agreement, if there is a dispute pursuant to Section 2.7(c) or Section 2.7(d) or Operator is otherwise in breach of any of its obligations under this Agreement, including performance of any of the Services, Owner shall provide Operator with a written notice (a “Claim Notice”) detailing the nature of such claimed failure or breach, and shall provide Operator with an opportunity to discuss such claim with Owner (including an opportunity for Operator to describe why Operator disagrees with such claim). Within thirty (30) Days after receipt of such Claim Notice, if such claimed failure or breach has been adequately remedied or resolved, or continues to dispute with Operator whether such failure or breach occurred, Owner shall give Operator a further written notice of Owner’s intent to perform, or cause to be performed by third parties, such obligation or Service of Operator that is the subject of such claim (an “Owner-Performance Notice”); provided, however, if any alleged failure or breach is not reasonably capable of being cured during such thirty (30) Day time period, Owner may not deliver an Owner-Performance Notice until after an additional reasonable period no longer than one-hundred eighty (180) days has elapsed. Following delivery to Operator of such Owner-Performance Notice, Owner shall have the right to perform the applicable obligation or Service or have third parties perform such obligation or Service for so long as is reasonably required to remedy or resolve the applicable failure or breach; provided, that Operator shall remain obligated to perform all of its other obligations hereunder. The fact that any such obligation or Service has been performed or caused to be performed by Owner or third parties shall not preclude Operator from disputing the validity of any such claim of failure or breach, provided that Operator provides Owner with a written protest notice that it protests the performance of such obligation or Service by Owner or third parties. Owner or any third party acting on its behalf shall not interfere with any operations of Operator that are not the subject of an Owner-Performance Notice, and Operator shall not be liable under this Agreement for any non-performance to the extent its operations are interfered with by Owner or any third party acting on its behalf outside the scope of any Owner-Performance Notice.

Section 2.12 Availability of other Rights or Remedies. The rights of Owner under Section 2.11 do not preclude Owner’s exercise of (a) other non-monetary remedies that may be available for such breach, including termination of this Agreement or equitable relief or (b) any remedies (monetary or otherwise) available for other defaults that occur concurrently with, before, or after such breach.

Section 2.13 Access to Water System. Operator and its Affiliates and other Persons engaged by Operator to perform the Services (and their respective employees and agents) shall at all times during their performance of the Services have full and free access to the Water System and Owner personnel as necessary to perform the Services. Owner and its designated representatives shall have access to the Water System at all times. Notwithstanding this Section 2.13 and the appointment of Operator hereunder to provide the Services, Owner retains the right to grant its Affiliates or any Third Parties access to and use of the Water System at all times, so long as such access or use does not cause Operator to breach its obligations under this Agreement or the Gathering Agreements.

ARTICLE III

REPRESENTATIONS AND WARRANTIES; CERTAIN COVENANTS

Section 3.1 Reciprocal Representations and Warranties. Each Party (such Party, the “Representing Party”) represents and warrants to the other Party that, as of the Effective Date:

(b) Authority; Binding Effect. The Representing Party has all requisite power and authority to enter into and perform its obligations under this Agreement and to carry out the transactions contemplated hereby and thereby. The Representing Party has taken (or caused to be taken) all acts required to be taken by it to authorize the execution, delivery and performance by the Representing Party of this Agreement. This Agreement has been duly executed and delivered by the Representing Party and constitutes its valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, moratorium, reorganization or similar Laws affecting the rights of creditors generally and by principles of equity, whether considered in a proceeding at Law or in equity.

(d) Legal Proceedings. There are no proceedings pending or, to the Representing Party’s knowledge, threatened in writing against or affecting the Representing Party before any court, governmental agency, regulatory body or arbitrator that could reasonably be expected to materially adversely affect the ability of the Representing Party to perform its obligations under this Agreement.

(e) Bankruptcy; Solvency. There are no bankruptcy, reorganization or receivership proceedings pending, or, to the Representing Party’s actual knowledge, threatened against the Representing Party or an Affiliate of the Representing Party. The Representing Party is not insolvent and will not be rendered insolvent by any of the transactions contemplated by this Agreement.

Section 3.2 Reporting Requirements. With respect to the Water System, Operator shall furnish Owner with the following data and reports within the applicable time frames set forth below:

(b) Reasonably promptly following receipt thereof, copies of all written notices regarding material violation or potential material violation of, or material liability under, any Laws;

(c) Promptly following Operator becoming aware thereof, notice of any (i) incidents involving loss of life or bodily injury or illness at the Water System, (ii) incidents involving material damage to, loss of or loss of use of any property owned or used on the Water System, and (iii) material releases or spills of Produced Water or Hazardous Material or other violation of applicable Environmental Laws.

(d) Reasonably promptly following the receipt thereof, copies of all claims, demands, or actions or threatened claims, demands or actions;

(e) Reasonably promptly following receipt or preparation by Operator or its Affiliates, copies of all surveys, including in a digitally recorded format if such exists; and

(f) Daily drilling reports (if any), in Excel format if available, which shall be provided within thirty (30) days after the end of each calendar month.

ARTICLE IV

TERM AND TERMINATION

Section 4.1 Term. The term of this Agreement shall commence on the Effective Date and shall continue until December 31, 2035 (the “Initial Term”), except as otherwise provided in this Section 4.1. Following the Initial Term, this Agreement shall automatically renew for an additional three (3) year extension term (the “Extension Term” and collectively with the Initial Term, the “Term”) unless either Party provides notice of termination at least one hundred eighty (180) days prior to the expiration of the then-current term. The Parties may mutually agree in writing to terminate this Agreement at any time. No Party may terminate this Agreement except as provided in this Article IV and Article V.

Section 4.2 Effect of Termination.

(a) In the event this Agreement is terminated in accordance with the terms and conditions of this Agreement, the Parties shall have no further rights or obligations hereunder; provided, that no such termination shall relieve any Party of any liabilities or obligations that accrued prior to the date of such termination and the provisions of this Section 4.2, Section 1.2, Section 2.4, Section 2.5, Section 2.6, Section 2.7, Section 3.2, Article V, Article VI, Article VII, Article VIII and Article X, together with the definitions in Section 1.1 used in such Sections and Articles shall survive the termination of this Agreement.

ARTICLE V

EVENTS OF DEFAULT

Section 5.1 Owner Default. Owner shall be in default of this Agreement (each, a “Owner Default”): (a) upon an Event of Bankruptcy with respect to Owner or (b) if Owner is in material breach of any of its obligations under this Agreement, and Owner fails to cure such breach within thirty (30) days (or ten (10) days for an obligation to pay any undisputed sums of money owed) following delivery to Owner of a notice from Operator stating with reasonable particularity the nature and extent of such material breach or if a remedy cannot be effected within such initial thirty (30)-day period, an additional reasonable period no longer than ninety (90) days, provided, that Owner has commenced pursuit of a remedy within the initial thirty (30)-day period and diligently pursues such remedy to completion.

Section 5.2 Operator Remedies Against Owner Default. If an Owner Default occurs and is uncured and continuing after the cure periods set forth in Section 5.1(b), and without prejudice to any of Operator’s other rights under this Agreement, then during the period in which Owner Default is continuing, Operator shall have the right to take one or more of the following actions: (a) suspend performance under this Agreement; (b) pursue specific performance of this Agreement; (c) terminate this Agreement; or (d) pursue any and all other rights and remedies available at law or in equity subject however to the limitations in this Agreement.

Section 5.3 Operator Default. Operator shall be in default of this Agreement (each, an “Operator Default”): (a) upon an Event of Bankruptcy with respect to Operator, (b) if Operator is in material breach of any of its obligations under this Agreement, and Operator fails to cure such breach within thirty (30) days (or ten (10) days for an obligation to pay any undisputed sums of money owed) following delivery to Operator of a written notice from Owner stating with reasonable particularity the nature and extent of such material breach, or if a remedy cannot be effected within such initial thirty (30)-day period, an additional reasonable period no longer than ninety (90) days, provided, that Operator has commenced remedy within the initial thirty (30)-day period and diligently pursues such remedy to completion, (c) Operator is in default under any of the Gathering Agreements, (d) if Operator suffers a Change in Control without the Owner’s prior written consent as required pursuant to Section 10.4(b) (such consent not to be unreasonably withheld, conditioned or delayed) or (e) if Operator, a parent entity thereof or a “Producer” entity (as defined in either of the DE Gathering Agreements) sells all or substantially all of its consolidated assets and another entity reasonably satisfactory to Owner does not assume Operator’s obligations under this Agreement.

Section 5.4 Owner Remedies Against Operator Default. If an Operator Default occurs and is uncured and continuing after the cure periods (if any) provided in Section 5.3(b) or Section 5.3(c), and without prejudice to any of Owner’s other rights under this Agreement, then during the period in which the Operator Default is continuing, Owner shall have the right to take one or more of the following actions: (a) suspend performance under this Agreement; (b) pursue specific performance of this Agreement; (c) terminate this Agreement; or (d) pursue any and all other rights and remedies available at law or in equity subject however to the limitations in this Agreement.

ARTICLE VI

NOTICES


To Operator:		DEF Operating, LLC
		3724 Hulen St.
		Fort Worth, Texas 76107
		Attn: Joe Brosig, VP Operations
		Email: [email protected]

To Owner:		DE IV Flow, LLC
		9655 Katy Freeway, Suite 375
		Houston, TX 77024
		Attn: Bobby Hunt
		Email: [***]

Any Party may, upon written notice to the other Party, change the address and Person to whom such communications are to be directed.

ARTICLE VII

CONFIDENTIALITY

Section 7.1 Non-Disclosure. Each Receiving Party shall keep confidential and shall not disclose, or permit any of its Disclosure Recipients to disclose, any Confidential Information of the Disclosing Party except as required or reasonably necessary (a) to enforce this Agreement, (b) by Law, (c) to Disclosure Recipients that are subject to a professional or other obligation of confidentiality with respect to any such disclosed Confidential Information, or (d) to a potential purchaser or financing source in connection with any potential or actual sale of a Party or its applicable Affiliate (or an interest therein), any potential or actual sale or lease of any of such Party’s assets subject to this Agreement or any bona fide equity or debt financing transaction, provided, that any such recipient is subject to a professional or other obligation of confidentiality with respect to any such disclosed Confidential Information. The terms and provision of this Section 7.1 shall terminate on the date that is two (2) years following the termination of this Agreement.

ARTICLE VIII

LIABILITY AND INDEMNITY

Section 8.1 Operator Indemnity. To the maximum extent allowed by applicable Law, Operator shall be solely responsible for, and shall protect, defend, indemnify and hold harmless Owner and its respective directors, managers, officers, agents, employees and Affiliates (“Owner Group”) from and against any Losses resulting from, arising out of or in any way related to (a) Operator Group’s presence at or operation of the Water System or its activities pursuant to this Agreement or performance of the Services, including (i) death, injury or illness to any person or loss of or damage to any property, including any death or personal injury or illness or loss or damage to property caused by the act or omission (whether negligent or otherwise), the negligence or breach of statutory duty of any member of Operator Group (except, in each case, as provided in Section 8.2); (ii) any Hazardous Material contamination or other environmental condition, including clean-up actions or remediation work resulting therefrom, whether now known or hereafter discovered; (iii) claims or investigations by any Governmental Authority or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory brought by a Third Party against any member of Operator Group, (b) Operator’s performance or non-performance of this Agreement (including causing any breach or other performance failure of Owner under any Gathering Agreement) or (c) Operator’s breach of any of Operator’s obligations under the Gathering Agreements.

Section 8.2 Owner Indemnity. To the maximum extent allowed by applicable Law, Owner shall be solely responsible for, and shall protect, defend, indemnify and hold harmless Operator and its respective directors, managers, officers, agents, employees and Affiliates (“Operator Group”) from and against any Losses resulting from, arising out of or in any way related to (a) the death, injury or illness to any person or loss of or damage to any property, caused by the act or omission (whether negligent or otherwise), the negligence or breach of statutory duty of Owner or otherwise caused in connection with Owner’s access to the Water System as described in Section 2.7(e) or Section 2.13 (except, in each case, as provided in Section 8.1) or (b) Owner’s performance or non-performance of this Agreement.

Section 8.4 Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE ENTITLED TO RECOVER FROM THE OTHER PARTY ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

ARTICLE IX

WARRANTY/CLAIMS

Section 9.1 Warranties. Operator shall (i) use commercially reasonable efforts to secure from vendors, suppliers and contractors, in favor of Owner and for Owner’s benefit, such warranties and guarantees as may reasonably be available regarding Items and services purchased by Operator for the Water System or for Owner in connection with the Services and (ii) in accordance with Prudent Industry Practices, enforce such warranties and guarantees (including enforcing all rights associated therewith, including warranty claims and audit rights) on behalf of Owner. With respect to any Items or services obtained by Operator from vendors, suppliers and contractors in accordance with this Agreement, the only warranties, if any, applicable thereto and available to Owner shall be those offered by such vendors, suppliers and contractors.

Section 9.2 WITHOUT LIMITING OPERATOR’S OBLIGATIONS PURSUANT TO SECTION 2.1(B), OPERATOR’S ONLY OBLIGATION IN RESPECT OF ANY WARRANTY PROVIDED BY A VENDOR, SUPPLIER OR CONTRACTOR WITH RESPECT TO ITEMS OR SERVICES OBTAINED BY OPERATOR FROM SUCH VENDORS, SUPPLIERS AND CONTRACTORS OR BREACH THEREOF SHALL BE TO ACT FOR OWNER’S INTEREST IN ENFORCEMENT OF SUCH WARRANTIES AND USE DILIGENT EFFORTS TO ENFORCE SUCH WARRANTIES; PROVIDED, THAT OPERATOR SHALL NOT HAVE THE RIGHT TO COMPROMISE ANY WARRANTY CLAIM BY SETTLING IT FOR LESS THAN THE FULL VALUE OF SUCH CLAIM WITHOUT OWNER’S PRIOR WRITTEN CONSENT.

Section 9.3 Claims. Except for Losses covered by the indemnification procedures set forth in Article VIII, any and all claims against Owner instituted by anyone other than Operator arising out of the performance of the Services that are not covered by insurance in accordance with Section 10.16 shall be settled or litigated and defended by Operator in accordance with Prudent Industry Practices. Operator shall provide written notice to Owner as soon as practicable of any claims instituted against Owner (regardless of the amount or nature of the claim). Operator shall not commence, release, compromise or settle any litigation or other dispute resolution procedure against another Person unless Operator receives Owner’s written approval.

ARTICLE X

MISCELLANEOUS

Section 10.1 Applicable Law; Venue.

Section 10.2 Jury Waiver. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 10.3 Amendments. Except as otherwise provided herein, no supplement, amendment, alteration, modification, waiver or termination of this Agreement shall be binding unless executed in writing by the Parties.

Section 10.4 Assignment; Put Agreement.

(a) Assignment. Neither Party may assign any of its rights or obligations under this Agreement or any portion thereof without the prior written consent of the other Party, which consent may not be unreasonably withheld or delayed; provided, that such restriction shall not apply to assignments to Affiliates so long as such assignment to an Affiliate includes the assignment of all of the assigning Party’s rights and obligations under this Agreement; provided further that in the case of Owner, (i) Owner may assign its obligations and its rights hereunder to any purchaser or assignee of any portion of the Water System solely to the extent relating to the purchased or assigned portion of the Water System and (ii) Owner may assign this Agreement as collateral security to a financing entity without the consent of Operator.

(b) Put Agreement. The Parties hereby acknowledge and agree that Double Eagle IV Midco, LLC, a Delaware limited liability company (“Midco”), and Hydrosource Logistics, LLC, a Texas limited liability company (“Hydrosource”) have entered into that certain Put Option Agreement dated as of even date herewith (the “Put Agreement”), pursuant to which Midco has the option to cause Hydrosource to purchase all of the outstanding equity interests of Operator pursuant to the terms and conditions set forth in the Put Agreement. Owner hereby consents to the transactions contemplated by the Put Agreement.

(c) Change in Control of Owner. For the avoidance of doubt, no Change in Control of Owner shall require consent from Operator, and any such Change in Control shall not constitute a breach or default under this Agreement or give rise to any consent right, termination right, or other remedy in favor of Operator.

Section 10.5 Disclaimer.

(a) EXCEPT AS EXPRESSLY SET FORTH HEREIN, THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF.

(b) IN FURTHERANCE OF, AND WITHOUT LIMITING, SECTION 10.5(A), THE PARTIES AGREE AND ACKNOWLEDGE THAT, EXCEPT FOR THE EXPRESS REPRESENTATIONS, WARRANTIES, COVENANTS AND OBLIGATIONS SET FORTH IN THIS AGREEMENT, OWNER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THE WATER SYSTEM, INCLUDING ANY CONDITION, QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, USE, COMPLIANCE WITH LAWS, AVAILABILITY OR SUFFICIENCY OF PERMITS, ENVIRONMENTAL CONDITION OR ANY OTHER MATTER RELATING THERETO.

Section 10.6 Reserved.

Section 10.7 Change in Law. If either Party is required by a Change in Law to incur material fees, taxes, or expenses in connection with Operator’s performance of its obligations under this Agreement or ownership of the Water System that would not have been incurred by Operator or its Affiliates or Owner or its Affiliates in accordance with applicable Law in effect on the Effective Date, then either Party may notify the other Party of such Change in Law and its associated economic impact. Upon delivery of such notice, the Parties shall, within thirty (30) days, commence good faith negotiations with the objective of amending or modifying this Agreement so as to restore each Party, to the greatest extent reasonably practicable, to the same relative economic position that such Party would have occupied had the Change in Law not occurred. Each Party shall make available to the other such information as may be reasonably necessary to evaluate the economic impact of the Change in Law and to facilitate the negotiation of appropriate adjustments.

Section 10.8 Compliance with Laws and Regulations. This Agreement shall be subject to all applicable Laws and each Party shall perform its obligations hereunder in accordance with all applicable Laws. Nothing contained herein shall be construed so as to require either Party to perform such acts (or to forego performing any acts) that would cause such Party to violate any such applicable Laws.

Section 10.9 Anti-Corruption Laws. Each Party represents that in connection with this Agreement, it has complied, and will comply with, all applicable laws, regulations, rules and requirements of the United States and any other relevant jurisdiction relating to anti-bribery or anti-money laundering and represents that it has not taken and agrees that it will not take any action which would subject the other Party to fines or penalties under such laws, regulations, rules or requirements.

(a) Each Party represents:

(i)

that it has not in violation thereof, directly or indirectly, paid, offered, given or promised, or authorized the payments of, any monies or other things of value to; and

(ii)

that it shall not, in violation thereof, directly or indirectly, pay, offer, give or promise to pay or authorize the payment of, any monies or other things of value to:

(A) a government official or an officer or employee of a government or any department, agency or instrumentality of any government;

(B) an officer or employee of a public international organization;

(C) any person acting in an official capacity for or on behalf of any government or any department, agency or instrumentality of any government or of any public international organization;

(D) any political party or official thereof;

(E) any candidate for political office; or

(F) any other person, individual or entity at the suggestion, request, or direction, or for the benefit of, any of the above-described persons and entities, in connection with this Agreement.

Section 10.10 Representative of Owner and Operator. At all times, Operator shall have appointed an individual representative (“Operator’s Representative”) authorized and empowered to act for and on behalf of Operator on all matters concerning this Agreement and Operator’s obligations hereunder, and Owner shall have appointed an individual representative (“Owner’s Representative”) authorized and empowered to act for and on behalf of Owner on all matters concerning this Agreement and Owner’s obligations hereunder; provided, however, that neither Operator’s Representative nor Owner’s Representative shall have the authority to amend any provision of this Agreement. Either Party may change the identity of its representative by written notification to the other Party. Owner’s Representative may, in its sole discretion, by notice in writing, issue or rescind any previously issued, standing instructions regarding any of Owner’s obligations hereunder.

Section 10.11 Waiver. Except as otherwise provided for in this Agreement, a waiver of any of the provisions of this Agreement shall not be deemed or shall not constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver, unless otherwise expressly provided.

Section 10.12 Relationship of the Parties. The Parties do not intend to create, and this Agreement shall not be construed to create, a partnership, an association for profit, a trust, agency, joint venture, other relationship of partnership or any fiduciary relationship between the Parties.

Section 10.13 Employees; Independent Contractor. The relationship of Operator (and its employees, agents, contractors, and subcontractors) to Owner is that of an independent contractor, and no provision of this Agreement shall be construed to create any employer-employee relationship between Owner and Operator or any of Operator’s employees, agents, contractors, or subcontractors. All persons employed by Operator or its Affiliates in connection with the performance of this Agreement shall be solely and exclusively employees of Operator or its Affiliates, as applicable, and shall not be deemed to be employees of Owner for any purpose whatsoever. Neither Operator nor any of Operator’s employees, agents, contractors, or subcontractors shall be entitled to any benefits provided by Owner to its employees, including but not limited to workers’ compensation, health insurance, retirement benefits, disability benefits, unemployment insurance, vacation, sick leave, or any other employee benefits of any kind. Operator shall be solely responsible for all compensation, benefits, withholdings, employment taxes, and other obligations with respect to its employees, agents, contractors, and subcontractors. Neither Operator nor any of Operator’s employees, agents, contractors, or subcontractors shall have any authority to act for, bind, or commit Owner or any of its Affiliates to any agreements, obligations, or liabilities, or to otherwise represent or hold themselves out as agents, representatives, or employees of Owner.

Section 10.14 Severability. If any provisions of this Agreement, in whole or in part, are held invalid as a matter of Law, it is the Parties’ intent that such holding not affect the other portions of this Agreement, and that such portions that are not invalid be given effect without the invalid portion.

Section 10.15 Further Assurances. Each Party shall take such acts and execute and deliver such documents as may be reasonably required to effectuate the purposes of this Agreement.

Section 10.16 Insurance.

(a) Operator shall obtain and maintain insurance policies of the type and in the amounts set forth on Exhibit A-2 (the “Required Insurance”) and shall cause Owner to be named as an additional insured with respect to each of the Required Insurance policies set forth on Exhibit A-2.

(b) Operator shall cause all Required Insurance policies to contain a waiver of subrogation in favor of Owner and each member of the Owner Group with respect to any claims, losses, or liabilities arising out of or related to Operator’s operations under this Agreement or the performance of Operator’s obligations hereunder.

(c) Prior to commencing any operations on the Water System and annually thereafter (or promptly upon any material change, renewal, or replacement of coverage), Operator shall furnish to Owner certificates of insurance evidencing the Required Insurance, in a form reasonably acceptable to Owner. Such certificates shall: (i) identify all policies required under this Section 10.16; (ii) confirm that Owner and the Owner Group are named as additional insureds as required herein; (iii) confirm the waiver of subrogation in favor of Owner and the Owner Group; and (iv) provide that the insurer shall endeavor to provide Owner with at least thirty (30) days’ prior written notice (ten (10) days in the case of non-payment of premium) of any cancellation, material modification, or non-renewal of such policies. Upon Owner’s request, Operator shall provide Owner with copies of the applicable insurance policies (or relevant excerpts thereof) and endorsements.

Section 10.17 Counterpart Execution. This Agreement may be executed in counterparts, each of which shall be deemed an original, and both of which taken together shall constitute one agreement. Delivery of an executed counterpart signature page by PDF is as effective as executing and delivering this Agreement in the presence of the other Party to this Agreement.

Section 10.18 No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer upon anyone, other than the Parties and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement or to constitute any Person as a third party beneficiary of this Agreement.

Section 10.19 Time of Essence. Time is of the essence with respect to the performance by each Party of its obligations under this Agreement.

Section 10.20 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of each of the Parties and their respective Affiliates and each of their respective successors and permitted assigns.

Section 10.21 Attorney’s Fees. SHOULD EITHER PARTY BE REQUIRED TO RESORT TO EMPLOYMENT OF ATTORNEYS TO ENFORCE THIS AGREEMENT, OR ANY OF ITS RIGHTS UNDER THIS AGREEMENT, THE SUBSTANTIALLY PREVAILING PARTY SHALL BE ENTITLED TO REIMBURSEMENT FROM THE OTHER PARTY FOR THE SUBSTANTIALLY PREVAILING PARTY’S ATTORNEYS’ FEES.

Section 10.22 Entire Agreement. This Agreement and the exhibits and schedules attached hereto and thereto constitute the entire agreement between the Parties with respect to the transactions contemplated hereunder, and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties with respect to the transactions contemplated hereunder.

Section 10.23 Conspicuousness. THE PARTIES AGREE THAT ANY PROVISION OF THIS AGREEMENT THAT IS SET FORTH IN THE STYLE OF THIS SECTION 10.23 IS CONSPICUOUS.

Section 10.24 Mutuality of Drafting. The Parties hereby stipulate and agree that each of them fully participated and was adequately represented by counsel in the negotiation and preparation of this Agreement, and the Parties further stipulate and agree that in the event of an ambiguity or other necessity for interpretation to be made of the content of this Agreement, this Agreement will not be construed in favor of or against Owner or Operator as a consequence of one Party having had a greater role in the preparation of this Agreement, but will be construed as if the language were mutually drafted by both Parties with full assistance of counsel.

Section 10.25 Force Majeure. Performance under this Agreement, other than to make payments due, shall be excused in the event any Party is rendered unable, wholly or in part, by force majeure to carry out its obligations under this Agreement, and, in this regard, it is agreed that, on such Party giving notice in reasonably full particulars of such force majeure, in writing, to the other Party, within a reasonable time after the occurrence of the cause relied on, then the obligations of such Party, so far as they are affected by such force majeure, shall be suspended during the continuance of any inability so caused, but for no longer period, and such cause shall, so far as possible, be remedied with all reasonable dispatch. The term “force majeure” as employed herein means, to the extent not within the reasonable control of the Party claiming force majeure, after the exercise by such Party of due diligence: acts of God; strikes, lockouts or other industrial disturbances; acts of the public enemy, sabotage, terrorist acts, wars, blockades, insurrections, civil disturbances, riots; pandemics, epidemics, quarantines, landslides, lightning, earthquakes, fires, storms, floods, and washouts; arrests, orders, directives, requisitions, and actions, orders, rules, regulations or restraints of any government and government entity; changes in law after the date of this Agreement; application of governmental curtailment rules and regulations; explosions, breakage, or accident to machinery or lines of pipe; breakdown or accident to electric transmission

lines and freezing of lines of pipe; unavailability, upon commercially reasonable terms, of labor, materials or other services; and other causes, whether of the kind herein enumerated or otherwise, not reasonably within the control of the Party claiming suspension, and which such Party is unable to overcome by the exercise of due diligence. It is understood and agreed that the settlement of strikes or lockouts is entirely within the discretion of the Party having the difficulty, and that the above requirement that any force majeure be remedied with all reasonable dispatch does not require the settlement of labor disputes, strikes or lockouts by acceding to the demands of an opposing Party when such course is inadvisable in the discretion of the Party having the difficulty.

[Remainder of page intentionally left blank; signature page follows.]

This Agreement has been executed and delivered by the Parties effective as of the Effective Date.


OWNER:

DE IV FLOW, LLC

By:		/s/ Greg Pipkin Jr.
Name:		Greg Pipkin Jr.
Title:		Chief Executive Officer

OPERATOR:

DEF Operating, LLC

By:		/s/ John Sellers
Name:		John Sellers
Title:		Co-Chief Executive Officer

Signature Page –Water System Management Agreement

Exhibit A-1

Water System

[Intentionally omitted.]

Exhibit A-1

Exhibit A-2

Required Insurance

[Intentionally omitted.]

Exhibit A-2

Exhibit A-3

Services

[Intentionally omitted.]

Exhibit A-3

Exhibit A-4

Gathering Agreements

[Intentionally omitted.]

Exhibit A-4

Exhibit A-5

Employees

[Intentionally omitted.]

Exhibit A-5

Exhibit A-6

DE Gathering Agreement Required Connections

[Intentionally omitted.]

Exhibit A-6

Exhibit B

Illustrative Calculation—Direct Costs

[Intentionally omitted.]

Exhibit B

Exhibit 10.8

EAGLEROCK LAND

LONG TERM INCENTIVE PLAN

1. Purpose. The purpose of the EagleRock Land, LLC Long Term Incentive Plan (the “Plan”) is to provide a means through which (a) EagleRock Land, LLC, a Texas limited liability company (the “Company”), and its Affiliates may attract, retain and motivate qualified persons as employees, directors and consultants, thereby enhancing the profitable growth of the Company and the Affiliates and (b) persons upon whom the responsibilities of the successful administration and management of the Company and the Affiliates rest, and whose present and potential contributions to the Company and the Affiliates are of importance, can acquire and maintain share ownership or awards the value of which is tied to the performance of the Company, thereby strengthening their concern for the Company and the Affiliates. Accordingly, the Plan provides for the grant of Options, SARs, Restricted Shares, Restricted Share Units, Share Awards, Dividend Equivalents, Other Share-Based Awards, Cash Awards, Substitute Awards, or any combination of the foregoing, as determined by the Committee in its sole discretion.

2. Definitions. For purposes of the Plan, the following terms shall be defined as set forth below:

(a) “Affiliate” means any corporation, partnership, limited liability company, limited liability partnership, association, trust or other organization that, directly or indirectly, controls, is controlled by, or is under common control with, the Company. For purposes of the preceding sentence, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any entity or organization, shall mean the possession, directly or indirectly, of the power (i) to vote more than 50% of the securities having ordinary voting power for the election of directors of the controlled entity or organization or (ii) to direct or cause the direction of the management and policies of the controlled entity or organization, whether through the ownership of voting securities, by contract, or otherwise.

(b) “ASC Topic 718” means the Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation, as amended or any successor accounting standard.

(c) “Award” means any Option, SAR, Restricted Shares, Restricted Share Unit, Share Award, Dividend Equivalent, Other Share-Based Award, Cash Award, or Substitute Award, together with any other right or interest, granted under the Plan.

(d) “Award Agreement” means any written instrument (including any employment, severance or change in control agreement) that sets forth the terms, conditions, restrictions and/or limitations applicable to an Award, in addition to those set forth under the Plan.

(e) “Board” means the Board of Directors of the Company.

(f) “Cash Award” means an Award denominated in cash granted under Section 6(i).

(g) “Change in Control” means, except as otherwise provided in an Award Agreement, the occurrence of any of the following events after the Effective Date:

(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 40% or more of either (x) the then-outstanding Class A shares representing limited liability company interests (the “Outstanding Class A Shares”) or (y) the

combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided that for purposes of this clause (i), the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company or its subsidiaries, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company or (D) any acquisition by any entity pursuant to a transaction that complies with clauses (A), (B) and (C) of clause (iii) below;

(ii) The individuals constituting the Board on the Effective Date (the “Incumbent Directors”) cease for any reason (other than death or disability) to constitute at least majority of the Board; provided that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election, by the Company’s shareholders was approved by a vote of at least two-thirds of the Incumbent Directors (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) will be considered as though such individual were an Incumbent Director, but excluding, for purposes of this proviso, any such individual whose initial assumption of office occurs as a result of an actual or threatened proxy contest with respect to election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a “person” (as used in Section 13(d) of the Exchange Act), in each case, other than the Board, which individual, for the avoidance of doubt, shall not be deemed to be an Incumbent Director for purposes of this definition, regardless of whether such individual was approved by a vote of at least two-thirds of the Incumbent Directors;

(iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or an acquisition of assets of another entity (a “Business Combination”), in each case, unless, following such Business Combination, (A) the Outstanding Class A Shares and Outstanding Company Voting Securities immediately prior to such Business Combination represent or are converted into or exchanged for securities which represent or are convertible into more than 60% of, respectively, the then-outstanding Shares or common equity interests and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors or other governing body, as the case may be, of the entity resulting from such Business Combination (including an entity which as a result of such transaction owns the Company, or all or substantially all of the Company’s assets either directly or through one or more subsidiaries), (B) no individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), excluding the Company, its subsidiaries and any employee benefit plan (or related trust) sponsored or maintained by the Company or the entity resulting from such Business Combination (or any entity controlled by either the Company or the entity resulting from such Business Combination), beneficially owns, directly or indirectly, 40% or more of, respectively, the then-outstanding Shares or common equity interests of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors or other governing body of such entity except to the extent that such ownership results solely from direct or indirect ownership of the Company that existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors or similar governing body of the entity resulting from such Business Combination were Incumbent Directors at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

Notwithstanding any provision of this Section 2(g), for purposes of an Award that provides for a deferral of compensation under the Nonqualified Deferred Compensation Rules, to the extent the impact of a Change in Control on such Award would subject a Participant to additional taxes under the Nonqualified

Deferred Compensation Rules, a Change in Control described in subsection (i), (ii), (iii), (iv), or (v) above with respect to such Award will mean both a Change in Control and a “change in the ownership of a corporation,” “change in the effective control of a corporation,” or a “change in the ownership of a substantial portion of a corporation’s assets” within the meaning of the Nonqualified Deferred Compensation Rules as applied to the Company.

(h) “Change in Control Price” means the amount determined in the following clause (i), (ii), (iii), (iv) or (v), whichever the Committee determines is applicable, as follows: (i) the price per share offered to holders of Shares in any merger or consolidation, (ii) the per share Fair Market Value of the Shares immediately before the Change in Control or other event without regard to assets sold in the Change in Control or other event and assuming the Company has received the consideration paid for the assets in the case of a sale of the assets, (iii) the amount distributed per Share in a dissolution transaction, (iv) the price per share offered to holders of Shares in any tender offer or exchange offer whereby a Change in Control or other event takes place, or (v) if such Change in Control or other event occurs other than pursuant to a transaction described in clauses (i), (ii), (iii), or (iv) of this Section 2(h), the value per Share that may otherwise be obtained with respect to such Awards or to which such Awards track, as determined by the Committee as of the date determined by the Committee to be the date of cancellation and surrender of such Awards. In the event that the consideration offered to shareholders of the Company in any transaction described in this Section 2(h) or in Section 8(e) consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash and such determination shall be binding on all affected Participants to the extent applicable to Awards held by such Participants.

(i) “Class A Shares” means Class A shares representing limited liability company interests of the Company.

(j) “Code” means the Internal Revenue Code of 1986, as amended from time to time, including the guidance and regulations promulgated thereunder and successor provisions, guidance and regulations thereto.

(k) “Committee” means a committee of two or more directors designated by the Board to administer the Plan; provided that, unless otherwise determined by the Board, the Committee shall consist solely of two or more Qualified Members.

(l) “Dividend Equivalent” means a right, granted to an Eligible Person under Section 6(g), to receive cash, Shares, other Awards or other property equal in value to dividends paid with respect to a specified number of Shares, or other periodic payments.

(m) “Effective Date” means May 15, 2026.

(n) “Eligible Person” means any individual who, as of the date of grant of an Award, is an officer or employee of the Company or of any Affiliate, and any other person who provides services to the Company or any Affiliate, including directors of the Company; provided that any such individual must be an “employee” of the Company or any of its parents or subsidiaries within the meaning of General Instruction A.1(a) to Form S-8 if such individual is granted an Award that may be settled in Shares. An employee on an approved leave of absence may be an Eligible Person.

(o) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, including the guidance, rules and regulations promulgated thereunder and successor provisions, guidance, rules and regulations thereto.

(p) “Fair Market Value” of a Share means, as of any specified date, (i) if the Shares are listed on a national securities exchange, the closing sales price of the Shares, as reported on the stock exchange composite tape on that date (or if no sales occur on such date, on the last preceding date on which such sales of the Shares are so reported); (ii) if the Shares are not traded on a national securities exchange but is traded over the counter on such date, the average between the reported high and low bid and asked prices of Shares on the most recent date on which Shares were publicly traded on or preceding the specified date; or (iii) in the event Shares are not publicly traded at the time a determination of its value is required to be made under the Plan, the amount determined by the Committee in its discretion in such manner as it deems appropriate, taking into account all factors the Committee deems appropriate, including the Nonqualified Deferred Compensation Rules. Notwithstanding this definition of Fair Market Value, with respect to one or more Award types, or for any other purpose for which the Committee must determine the Fair Market Value under the Plan, the Committee may elect to choose a different measurement date or methodology for determining Fair Market Value so long as the determination is consistent with the Nonqualified Deferred Compensation Rules and all other applicable laws and regulations.

(q) “ISO” means an Option intended to be and designated as an “incentive stock option” within the meaning of Section 422 of the Code.

(r) “Nonqualified Deferred Compensation Rules” means the limitations and requirements of Section 409A of the Code, as amended from time to time, including the guidance and regulations promulgated thereunder and successor provisions, guidance and regulations thereto.

(s) “Nonstatutory Option” means an Option that is not an ISO.

(t) “Option” means a right, granted to an Eligible Person under Section 6(b), to purchase Shares at a specified price during specified time periods, which may either be an ISO or a Nonstatutory Option.

(u) “Other Share-Based Award” means an Award granted to an Eligible Person under Section 6(h).

(v) “Participant” means a person who has been granted an Award under the Plan that remains outstanding, including a person who is no longer an Eligible Person.

(w) “Qualified Member” means a member of the Board who is (i) a “non-employee director” within the meaning of Rule 16b-3(b)(3), and (ii) “independent” under the listing standards or rules of the securities exchange upon which the Shares are traded, but only to the extent such independence is required in order to take the action at issue pursuant to such standards or rules.

(x) “Restricted Shares” means Shares granted to an Eligible Person under Section 6(d) that is subject to certain restrictions and to a risk of forfeiture.

(y) “Restricted Share Unit” means a right, granted to an Eligible Person under Section 6(e), to receive Shares, cash or a combination thereof at the end of a specified period (which may or may not be coterminous with the vesting schedule of the Award).

(z) “Rule 16b-3” means Rule 16b-3, promulgated by the SEC under Section 16 of the Exchange Act.

(aa) “SAR” means a share appreciation right granted to an Eligible Person under Section 6(c).

(bb) “SEC” means the Securities and Exchange Commission.

(cc) “Securities Act” means the Securities Act of 1933, as amended from time to time, including the guidance, rules and regulations promulgated thereunder and successor provisions, guidance, rules and regulations thereto.

(dd) “Shares” means Class A Shares and such other securities as may be substituted (or re-substituted) for Shares pursuant to Section 8.

(ee) “Share Award” means unrestricted Shares granted to an Eligible Person under Section 6(f).

(ff) “Substitute Award” means an Award granted under Section 6(j).

3. Administration.

(a) Authority of the Committee. The Plan shall be administered by the Committee except to the extent the Board elects to administer the Plan, in which case references herein to the “Committee” shall be deemed to include references to the “Board.” Subject to the express provisions of the Plan, Rule 16b-3 and other applicable laws, the Committee shall have the authority, in its sole and absolute discretion, to:

(i) designate Eligible Persons as Participants;

(ii) determine the type or types of Awards to be granted to an Eligible Person;

(iii) determine the number of Shares or amount of cash to be covered by Awards;

(iv) determine the terms and conditions of any Award, including whether, to what extent and under what circumstances Awards may be vested, settled, exercised, cancelled or forfeited (including conditions based on continued employment or service requirements or the achievement of one or more performance goals);

(v) modify, waive or adjust any term or condition of an Award that has been granted, which may include the acceleration of vesting, waiver of forfeiture restrictions, modification of the form of settlement of the Award (for example, from cash to Shares or vice versa), early termination of a performance period, or modification of any other condition or limitation regarding an Award;

(vi) determine the treatment of an Award upon a termination of employment or other service relationship;

(vii) impose a holding period with respect to an Award or the Shares received in connection with an Award;

(viii) interpret and administer the Plan and any Award Agreement;

(ix) correct any defect, supply any omission or reconcile any inconsistency in the Plan, in any Award, or in any Award Agreement; and

(x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.

The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. Any action of the Committee shall be final, conclusive and binding on all persons, including the Company and its successors and assigns, the Affiliates, shareholders, Participants, beneficiaries, and permitted transferees under Section 7(a) or other persons claiming rights from or through a Participant.

(b) Exercise of Committee Authority. At any time that a member of the Committee is not a Qualified Member, any action of the Committee relating to an Award granted or to be granted to an Eligible Person who is then subject to Section 16 of the Exchange Act in respect of the Company where such action is not taken by the full Board may be taken either (i) by a subcommittee, designated by the Committee, composed solely of two or more Qualified Members, or (ii) by the Committee but with each such member who is not a Qualified Member abstaining or recusing himself or herself from such action; provided that upon such abstention or recusal, the Committee remains composed solely of two or more Qualified Members. Such action, authorized by such a subcommittee or by the Committee upon the abstention or recusal of such non-Qualified Member(s), shall be the action of the Committee for purposes of the Plan. For the avoidance of doubt, the full Board may take any action relating to an Award granted or to be granted to an Eligible Person who is then subject to Section 16 of the Exchange Act in respect of the Company.

(c) Delegation of Authority. The Committee may delegate any or all of its powers and duties under the Plan to a subcommittee of directors or to any officer of the Company, including the power to perform administrative functions and grant Awards; provided that such delegation does not (i) violate state or corporate law, or (ii) result in the loss of an exemption under Rule 16b-3(d)(1) for Awards granted to Participants subject to Section 16 of the Exchange Act in respect of the Company. Upon any such delegation, all references in the Plan to the “Committee,” other than in Section 8, shall be deemed to include any subcommittee or officer of the Company to whom such powers have been delegated by the Committee. Any such delegation shall not limit the right of such subcommittee members or such an officer to receive Awards; provided that such subcommittee members and any such officer may not grant Awards to himself or herself, a member of the Board, or any executive officer of the Company or an Affiliate, or take any action with respect to any Award previously granted to himself or herself, a member of the Board, or any executive officer of the Company or an Affiliate. The Committee may also appoint agents who are not executive officers of the Company or members of the Board to assist in administering the Plan, provided that such individuals may not be delegated the authority to grant or modify any Awards that will, or may, be settled in Shares.

(d) Limitation of Liability. The Committee and each member thereof shall be entitled to, in good faith, rely or act upon any report or other information furnished to him or her by any officer or employee of the Company or any Affiliate, the Company’s legal counsel, independent auditors, consultants or any other agents assisting in the administration of the Plan. Members of the Committee and any officer or employee of the Company or any Affiliate acting at the direction or on behalf of the Committee shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the fullest extent permitted by law, be indemnified and held harmless by the Company with respect to any such action or determination.

(e) Participants in Non-U.S. Jurisdictions. Notwithstanding any provision of the Plan to the contrary, to comply with applicable laws in countries other than the United States in which the Company or any Affiliate operates or has employees, directors or other service providers from time to time, or to ensure that the Company complies with any applicable requirements of foreign securities exchanges, the Committee, in its sole discretion, shall have the power and authority to: (i) determine which of the Affiliates shall be covered by the Plan; (ii) determine which Eligible Persons outside the United States are eligible to participate in the Plan; (iii) modify the terms and conditions of any Award granted to Eligible Persons outside the United States to comply with applicable foreign laws or listing requirements of any foreign exchange; (iv) establish sub-plans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable (any such sub-plans and/or modifications shall be attached to the Plan as appendices), provided that no such sub-plans and/or modifications shall increase the share limitations contained in Section 4(a); and (v) take any action, before or after an Award is granted, that it deems advisable to comply with any applicable governmental regulatory exemptions or approval or listing requirements of any such foreign securities exchange. For purposes of the Plan, all references to foreign laws, rules, regulations or taxes shall be references to the laws, rules, regulations and taxes of any applicable jurisdiction other than the United States or a political subdivision thereof.

4. Shares Subject to the Plan.

(a) Number of Shares Available for Delivery. Subject to adjustment in a manner consistent with Section 8, 13,012,499 Shares are reserved and available for delivery with respect to Awards, and such total shall be available for the issuance of shares upon the exercise of ISOs.

(b) Application of Limitation to Grants of Awards. Subject to Section 4(c), no Award may be granted if the number of Shares that may be delivered in connection with such Award exceeds the number of Shares remaining available under the Plan minus the number of Shares issuable in settlement of or relating to then-outstanding Awards. The Committee may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting (as, for example, in the case of tandem or Substitute Awards) and make adjustments if the number of Shares actually delivered differs from the number of shares previously counted in connection with an Award.

(c) Availability of Shares Not Delivered under Awards. If all or any portion of an Award expires or is cancelled, forfeited, exchanged, settled in cash or is otherwise terminated without the delivery of Shares, the Shares subject to such Award (including (i) Shares forfeited with respect to Restricted Shares, and (ii) the number of Shares withheld or surrendered to the Company in payment of any exercise or purchase price of an Award or taxes relating to Awards) shall not be considered “delivered Shares” under the Plan, shall be available for delivery with respect to Awards, and shall no longer be considered issuable or related to outstanding Awards for purposes of Section 4(b). If an Award may be settled only in cash, such Award need not be counted against any Share limit under this Section 4.

(d) Shares Available Following Certain Transactions. Substitute Awards granted in accordance with applicable stock exchange requirements and in substitution or exchange for awards previously granted by a company acquired by the Company or any subsidiary or with which the Company or any subsidiary combines shall not reduce the number of Shares authorized for issuance under the Plan or the limitations on grants to non-employee members of the Board under Section 5(b), nor shall Shares subject to such Substitute Awards be added to the Shares available for issuance under the Plan as provided above (whether or not such Substitute Awards are later cancelled, forfeited or otherwise terminated).

(e) Shares Offered. The Shares to be delivered under the Plan shall be made available from (i) authorized but unissued Shares, (ii) Shares held in the treasury of the Company, or (iii) previously issued Shares reacquired by the Company, including Shares purchased on the open market.

5. Eligibility; Award Limitations for Non-Employee Members of the Board.

(a) Awards may be granted under the Plan only to Eligible Persons.

(b) In each calendar year during any part of which the Plan is in effect, a non-employee member of the Board may not be granted Awards for such individual’s service on the Board having a value (determined, if applicable, pursuant to ASC Topic 718) on the date of grant in excess of $1,000,000; provided that for any calendar year in which a non-employee member of the Board (i) first commences service on the Board, (ii) serves on a special committee of the Board, or (iii) serves as lead director or chairman of the Board, additional Awards may be granted to such non-employee member of the Board in excess of such limit; provided, further, that the limit set forth in this Section 5(b) shall be applied without regard to (A) cash fees paid to a non-employee member of the Board during such calendar year (or grants of Awards, if any, made to a non-employee member of the Board in lieu of all or any portion of such cash fees) or (B) grants of Awards, if any, made to a non-employee member of the Board during any period in which such individual was an employee of the Company or any Affiliate or was otherwise providing services to the Company or to any Affiliate other than in the capacity as a director of the Company.

6. Specific Terms of Awards.

(a) General. Awards may be granted on the terms and conditions set forth in this Section 6. Awards granted under the Plan may, in the discretion of the Committee, be granted either alone, in addition to, or in tandem with any other Award. In addition, the Committee may impose on any Award or the exercise thereof, at the date of grant or thereafter (subject to Section 10), such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine, including subjecting such awards to service- or performance-based vesting conditions. Without limiting the scope of the preceding sentence, with respect to any performance-based conditions, (i) the Committee may use one or more business criteria or other measures of performance as it may deem appropriate in establishing any performance goals applicable to an Award, (ii) any such performance goals may relate to the performance of the Participant, the Company (on a consolidated basis), or to specified subsidiaries, business or geographical units or operating areas of the Company, (iii) the performance period or periods over which performance goals will be measured shall be established by the Committee, and (iv) any such performance goals and performance periods may differ among Awards granted to any one Participant or to different Participants. To the extent provided in an Award Agreement, the Committee may exercise its discretion to reduce or increase the amounts payable under any Award.

(b) Options. The Committee is authorized to grant Options, which may be designated as either ISOs or Nonstatutory Options, to Eligible Persons on the following terms and conditions:

(i) Exercise Price. Each Award Agreement evidencing an Option shall state the exercise price per Share (the “Exercise Price”) established by the Committee; provided that except as provided in Section 6(j) or in Section 8, the Exercise Price of an Option shall not be less than the greater of (A) the par value per Share or (B) 100% of the Fair Market Value per Share as of the date of grant of the Option (or in the case of an ISO granted to an individual who owns Shares possessing more than 10% of the total combined voting power of all classes of shares of the Company or its parent or any of its subsidiaries, 110% of the Fair Market Value per Share on the date of grant).

(ii) Time and Method of Exercise; Other Terms. The Committee shall determine the methods by which the Exercise Price may be paid or deemed to be paid, the form of such payment, including cash or cash equivalents, Shares (including previously owned shares or through a cashless exercise, i.e., “net settlement”, a broker-assisted exercise, or other reduction of the amount of shares otherwise issuable pursuant to the Option), other Awards or awards granted under other plans of the

Company or any Affiliate, other property, or any other legal consideration the Committee deems appropriate (including notes or other contractual obligations of Participants to make payment on a deferred basis), the methods by or forms in which Shares will be delivered or deemed to be delivered to Participants, including the delivery of Restricted Shares subject to Section 6(d), and any other terms and conditions of any Option. In the case of an exercise whereby the Exercise Price is paid with Shares, such Shares shall be valued based on the Share’s Fair Market Value as of the date of exercise. No Option may be exercisable for a period of more than ten years following the date of grant of the Option (or in the case of an ISO granted to an individual who owns shares possessing more than 10% of the total combined voting power of all classes of shares of the Company or its parent or any of its subsidiaries, for a period of more than five years following the date of grant of the ISO).

(iii) ISOs. The terms of any ISO granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code. ISOs may only be granted to Eligible Persons who are employees of the Company or employees of a parent or any subsidiary corporation (as defined in Section 424 of the Code) of the Company. Except as otherwise provided in Section 8, no term of the Plan relating to ISOs (including any SAR in tandem therewith) shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be exercised, so as to disqualify either the Plan or any ISO under Section 422 of the Code, unless notice has been provided to the Participant that such change will result in such disqualification. ISOs shall not be granted more than ten years after the earlier of the adoption of the Plan or the approval of the Plan by the Company’s shareholders. Notwithstanding the foregoing, to the extent that the aggregate Fair Market Value of Shares subject to an ISO and the aggregate Fair Market Value of Shares of any parent or subsidiary corporation (within the meaning of Sections 424(e) and (f) of the Code) subject to any other incentive stock options of the Company or a parent or subsidiary corporation (within the meaning of Sections 424(e) and (f) of the Code) that are exercisable for the first time by a Participant during any calendar year exceeds $100,000, or such other amount as may be prescribed under Section 422 of the Code, such excess shall be treated as Nonstatutory Options in accordance with the Code. As used in the previous sentence, Fair Market Value shall be determined as of the date the ISO is granted. If a Participant shall make any disposition of Shares issued pursuant to an ISO under the circumstances described in Section 421(b) of the Code (relating to disqualifying dispositions), the Participant shall notify the Company of such disposition within the time provided to do so in the applicable award agreement.

(i) Right to Payment. A SAR is a right to receive, upon exercise thereof, the excess of (A) the Fair Market Value of one Share on the date of exercise over (B) the grant price of the SAR as determined by the Committee.

(ii) Grant Price. Each Award Agreement evidencing a SAR shall state the grant price per Share established by the Committee; provided that except as provided in Section 6(j) or in Section 8, the grant price per Share subject to a SAR shall not be less than the greater of (A) the par value per Share or (B) 100% of the Fair Market Value per Share as of the date of grant of the SAR.

(iii) Method of Exercise and Settlement; Other Terms. The Committee shall determine the form of consideration payable upon settlement, the method by or forms in which Shares (if any) will be delivered or deemed to be delivered to Participants, and any other terms and conditions of any SAR. SARs may be either free-standing or granted in tandem with other Awards. No SAR may be exercisable for a period of more than ten years following the date of grant of the SAR.

(iv) Rights Related to Options. A SAR granted in connection with an Option shall entitle a Participant, upon exercise, to surrender that Option or any portion thereof, to the extent unexercised, and to receive payment of an amount determined by multiplying (A) the difference obtained by subtracting the Exercise Price with respect to a Share specified in the related Option from the Fair Market Value of a Share on the date of exercise of the SAR, by (B) the number of shares as to which that SAR has been exercised. The Option shall then cease to be exercisable to the extent surrendered. SARs granted in connection with an Option shall be subject to the terms and conditions of the Award Agreement governing the Option, which shall provide that the SAR is exercisable only at such time or times and only to the extent that the related Option is exercisable and shall not be transferable except to the extent that the related Option is transferrable.

(d) Restricted Shares. The Committee is authorized to grant Restricted Shares to Eligible Persons on the following terms and conditions:

(i) Restrictions. Restricted Shares shall be subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Committee may impose. Except as provided in Section 7(a)(iii) and Section 7(a)(iv), during the restricted period applicable to the Restricted Shares, the Restricted Shares may not be sold, transferred, pledged, hedged, hypothecated, margined or otherwise encumbered by the Participant.

(ii) Dividends and Splits. As a condition to the grant of an Award of Restricted Shares, the Committee may allow a Participant to elect, or may require, that any cash dividends paid on a Restricted Share be automatically reinvested in additional Restricted Shares, applied to the purchase of additional Awards or deferred without interest to the date of vesting of the associated Award of Restricted Shares. Unless otherwise determined by the Committee and specified in the applicable Award Agreement, Shares distributed in connection with a Share split or Share dividend, and other property (other than cash) distributed as a dividend, shall be paid to the Award holder at the same time that the Shares or other property are distributed to shareholders generally.

(e) Restricted Share Units. The Committee is authorized to grant Restricted Share Units to Eligible Persons on the following terms and conditions:

(i) Award and Restrictions. Restricted Share Units shall be subject to such restrictions (which may include a risk of forfeiture) as the Committee may impose.

(ii) Settlement. Settlement of vested Restricted Share Units shall occur upon vesting or upon expiration of the deferral period specified for such Restricted Share Units by the Committee (or, if permitted by the Committee, as elected by the Participant). Restricted Share Units shall be settled by delivery of (A) a number of Shares equal to the number of Restricted Share Units for which settlement is due, or (B) cash in an amount equal to the Fair Market Value of the specified number of Shares equal to the number of Restricted Share Units for which settlement is due, or a combination thereof, as determined by the Committee at the date of grant or thereafter.

(f) Share Awards. The Committee is authorized to grant Share Awards to Eligible Persons as a bonus, as additional compensation, or in lieu of cash compensation any such Eligible Person is otherwise entitled to receive, in such amounts and subject to such other terms as the Committee in its discretion determines to be appropriate.

(g) Dividend Equivalents. The Committee is authorized to grant Dividend Equivalents to Eligible Persons, entitling any such Eligible Person to receive cash, Shares, other Awards, or other property equal in value to dividends or other distributions paid with respect to a specified number of Shares. Dividend Equivalents may be awarded on a free-standing basis or in connection with another Award . The Committee may provide that Dividend Equivalents that are granted as free-standing awards

shall be paid or distributed when accrued or at a later specified date and, if distributed at a later date, may be deemed to have been reinvested in additional Shares, Awards, or other investment vehicles or accrued in a bookkeeping account without interest, and subject to such restrictions on transferability and risks of forfeiture, as the Committee may specify. With respect to Dividend Equivalents granted in connection with another Award, absent a contrary provision in the Award Agreement, such Dividend Equivalents shall be paid out to the Award holder at the same time that the underlying dividend giving rise to the Dividend Equivalent was paid to shareholders generally.

(h) Other Share-Based Awards. The Committee is authorized, subject to limitations under applicable law, to grant to Eligible Persons such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares, as deemed by the Committee to be consistent with the purposes of the Plan, including convertible or exchangeable debt securities, other rights convertible or exchangeable into Shares, purchase rights for Shares, Awards with value and payment contingent upon performance of the Company or any other factors designated by the Committee, and Awards valued by reference to the book value of Shares or the value of securities of, or the performance of, specified Affiliates. The Committee shall determine the terms and conditions of such Other Share-Based Awards. Shares delivered pursuant to an Other-Share Based Award in the nature of a purchase right granted under this Section 6(h) shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including cash, Shares, other Awards, or other property, as the Committee shall determine.

(i) Cash Awards. The Committee is authorized to grant Cash Awards, on a free-standing basis or as an element of, a supplement to, or in lieu of any other Award under the Plan to Eligible Persons in such amounts and subject to such other terms as the Committee in its discretion determines to be appropriate, including for purposes of any annual or short-term incentive or other bonus program.

(j) Substitute Awards; No Repricing. Awards may be granted in substitution or exchange for any other Award granted under the Plan or under another plan of the Company or an Affiliate or any other right of an Eligible Person to receive payment from the Company or an Affiliate. Awards may also be granted under the Plan in assumption of, or substitution for, awards held by individuals who become Eligible Persons as a result of a merger, consolidation or acquisition of another entity or the assets of another entity by or with the Company or an Affiliate. Such Substitute Awards referred to in the immediately preceding sentence that are Options or SARs may have an exercise price that is less than the Fair Market Value of a Share on the date of the substitution if such substitution complies with the Nonqualified Deferred Compensation Rules and other applicable laws and exchange rules. Except as provided in this Section 6(j) or in Section 8, without the approval of the shareholders of the Company, the terms of outstanding Awards may not be amended to (i) reduce the Exercise Price or grant price of an outstanding Option or SAR, (ii) grant a new Option, SAR or other Award in substitution for, or upon the cancellation of, any previously granted Option or SAR that has the effect of reducing the Exercise Price or grant price thereof, (iii) exchange any Option or SAR for Shares, cash or other consideration when the Exercise Price or grant price per Share under such Option or SAR exceeds the Fair Market Value of a Share or (iv) take any other action that would be considered a “repricing” of an Option or SAR under the applicable listing standards of the national securities exchange on which the Shares are listed (if any).

7. Certain Provisions Applicable to Awards.

(a) Limit on Transfer of Awards.

(i) Except as provided in Sections 7(a)(iii) and (iv), each Option and SAR shall be exercisable only by the Participant during the Participant’s lifetime, or by the person to whom the Participant’s rights shall pass by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Section 7(a), an ISO shall not be transferable other than by will or the laws of descent and distribution.

(ii) Except as provided in Sections 7(a)(i), (iii) and (iv), no Award, other than a Share Award, and no right under any such Award, may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate.

(iii) To the extent specifically provided by the Committee and permitted pursuant to Form S-8 and the instructions thereto, an Award may be transferred by a Participant on such terms and conditions as the Committee may from time to time establish; provided that no Award (other than a Share Award) may be transferred to a third-party financial institution for value.

(iv) An Award may be transferred pursuant to a domestic relations order entered or approved by a court of competent jurisdiction upon delivery to the Company of a written request for such transfer and a certified copy of such order.

(b) Form and Timing of Payment under Awards; Deferrals. Subject to the terms of the Plan and any applicable Award Agreement, payments to be made by the Company or any Affiliates upon the exercise or settlement of an Award may be made in such forms as the Committee shall determine in its discretion, including cash, Shares, other Awards or other property, and may be made in a single payment or transfer, in installments, or on a deferred basis (which may be required by the Committee or permitted at the election of the Participant on terms and conditions established by the Committee); provided that any such deferred or installment payments will be set forth in the Award Agreement. Payments may include provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of Dividend Equivalents or other amounts in respect of installment or deferred payments denominated in Shares.

(c) Evidencing Shares. The Shares or other securities of the Company delivered pursuant to an Award may be evidenced in any manner deemed appropriate by the Committee in its sole discretion, including in the form of a certificate issued in the name of the Participant or by book entry, electronic or otherwise, and shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the SEC, any stock exchange upon which such Shares or other securities are then listed, and any applicable federal, state or other laws, and the Committee may cause a legend or legends to be inscribed on any such certificates to make appropriate reference to such restrictions. Further, if certificates representing Restricted Shares are registered in the name of the Participant, the Company may retain physical possession of the certificates and may require that the Participant deliver a share power to the Company, endorsed in blank, related to the Restricted Shares.

(d) Consideration for Grants. Awards may be granted for such consideration, including services, as the Committee shall determine, but shall not be granted for less than the minimum lawful consideration.

(e) Additional Agreements. Each Eligible Person to whom an Award is granted under the Plan may be required to agree in writing, as a condition to the grant of such Award or otherwise, to subject an Award that is exercised or settled following such Eligible Person’s termination of employment or service to a general release of claims and/or a noncompetition or other restricted covenant agreement in favor of the Company and the Affiliates, with the terms and conditions of such agreement(s) to be determined in good faith by the Committee.

8. Subdivision or Consolidation; Recapitalization; Change in Control; Reorganization.

(a) Existence of Plans and Awards. The existence of the Plan and the Awards granted hereunder shall not affect in any way the right or power of the Company, the Board or the shareholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of debt or equity securities ahead of or affecting Shares or the rights thereof, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding.

(b) Additional Issuances. Except as expressly provided herein, the issuance by the Company of Shares of any class, including upon conversion of shares or obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of Shares subject to Awards theretofore granted or the purchase price per Share, if applicable.

(c) Subdivision or Consolidation of Shares. The terms of an Award and the Share limitations under the Plan shall be subject to adjustment by the Committee from time to time, in accordance with the following provisions:

(i) Subject to Section 9(k), if at any time, or from time to time, the Company shall subdivide as a whole (by reclassification, by a Share split, by the issuance of a distribution on Shares payable in Shares, or otherwise) the number of Shares then outstanding into a greater number of Shares or in the event the Company distributes an extraordinary cash dividend, then, as appropriate (A) the maximum number of Shares available for delivery with respect to Awards and applicable limitations with respect to Awards provided in Section 4 and Section 5 (other than cash limits) shall be increased proportionately, and the kind of shares or other securities available for the Plan shall be appropriately adjusted, (B) the number of Shares (or other kind of shares or securities) that may be acquired under any then-outstanding Award shall be increased proportionately, and (C) the price (including the Exercise Price or grant price) for each Share (or other kind of shares or securities) subject to then-outstanding Awards shall be reduced proportionately, without changing the aggregate purchase price or value as to which outstanding Awards remain exercisable or subject to restrictions; provided that in the case of an extraordinary cash dividend that is not an Adjustment Event, the adjustment to the number of Shares and the Exercise Price or grant price, as applicable, may be made in such other manner as the Committee may determine that is permitted pursuant to applicable tax and other laws, rules and regulations. Notwithstanding the foregoing, Awards that already have a right to receive extraordinary cash dividends as a result of Dividend Equivalents or other dividend rights will not be adjusted as a result of an extraordinary cash dividend.

(ii) If at any time, or from time to time, the Company shall consolidate as a whole (by reclassification, by reverse Share split, or otherwise) the number of Shares then outstanding into a lesser number of Shares, then, as appropriate (A) the maximum number of Shares available for delivery with respect to Awards and applicable limitations with respect to Awards provided in Section 4 and Section 5 (other than cash limits) shall be decreased proportionately, and the kind of shares or other securities available for the Plan shall be appropriately adjusted, (B) the number of Shares (or other kind of shares or securities) that may be acquired under any then-outstanding Award shall be decreased proportionately, and (C) the price (including the Exercise Price or grant price) for each Share (or other kind of shares or securities) subject to then-outstanding Awards shall be increased proportionately, without changing the aggregate purchase price or value as to which outstanding Awards remain exercisable or subject to restrictions.

(d) Recapitalization. In the event of any change in the capital structure or business of the Company or other corporate transaction or event that would be considered an “equity restructuring” within the meaning of ASC Topic 718 and, in each case, that would result in an additional compensation expense to the Company pursuant to the provisions of ASC Topic 718, if adjustments to Awards with respect to such event were discretionary or otherwise not required (each such an event, an “Adjustment Event”), then the Committee shall equitably adjust (i) the aggregate number or kind of shares that thereafter may be delivered under the Plan, (ii) the number or kind of shares or other property (including cash) subject to an Award, (iii) the terms and conditions of Awards, including the purchase price or Exercise Price of Awards and performance goals, as applicable, and (iv) the applicable limitations with respect to Awards provided in Section 4 and Section 5 (other than cash limits) to equitably reflect such Adjustment Event (“Equitable Adjustments”). In the event of any change in the capital structure or business of the Company or other corporate transaction or event that would not be considered an Adjustment Event, and is not otherwise addressed in this Section 8, the Committee shall have complete discretion to make Equitable Adjustments (if any) in such manner as it deems appropriate with respect to such other event.

(e) Change in Control and Other Events. In the event of a Change in Control or other changes in the Company or the Outstanding Class A Shares by reason of a recapitalization, reorganization, merger, consolidation, combination, exchange or other relevant change occurring after the date of the grant of any Award, all outstanding awards shall immediately vest in full and, to the extent applicable, become exercisable and nonforfeitable, without the consent or approval of any holder and without any action by the Committee, unless otherwise expressly provided in an Award Agreement. In addition to the foregoing, the Committee, acting in its sole discretion without the consent or approval of any holder, may exercise any power enumerated in Section 3 (including the power to accelerate vesting, waive any forfeiture conditions or otherwise modify or adjust any other condition or limitation regarding an Award) which may vary among individual holders and which may vary among Awards held by any individual holder.

9. General Provisions.

(a) Tax Withholding. the Company and any Affiliate are authorized to withhold from any Award granted, or any payment relating to an Award, including from a distribution of Shares, taxes due or potentially payable in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company, the Affiliates and Participants to satisfy the payment of withholding taxes and other tax obligations relating to any Award in such amounts as may be determined by the Committee. The Committee shall determine, in its sole discretion, the form of payment acceptable for such tax withholding obligations, including the delivery of cash or cash equivalents, Shares (including through delivery of previously owned shares, net settlement, a broker-assisted sale, or other cashless withholding or reduction of the amount of shares otherwise issuable or delivered pursuant to the Award), other property, or any other legal consideration the Committee deems appropriate. Any determination made by the Committee to allow a Participant who is subject to Rule 16b-3 to pay taxes with Shares through net settlement or previously owned shares shall be approved by either a committee made up of solely two or more Qualified Members or the full Board. If such tax withholding amounts are satisfied through net settlement or previously owned shares, the maximum number of Shares that may be so withheld or surrendered shall be the number of Shares that have an aggregate Fair Market Value on the date of withholding or surrender equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment for the Company with respect to such Award, as determined by the Committee.

(b) Limitation on Rights Conferred under Plan. Neither the Plan nor any action taken hereunder shall be construed as (i) giving any Eligible Person or Participant the right to continue as an Eligible Person or Participant or in the employ or service of the Company or any Affiliate, (ii) interfering

in any way with the right of the Company or any Affiliate to terminate any Eligible Person’s or Participant’s employment or service relationship at any time, (iii) giving an Eligible Person or Participant any claim to be granted any Award under the Plan or to be treated uniformly with other Participants and/or employees and/or other service providers, or (iv) conferring on a Participant any of the rights of a shareholder of the Company unless and until the Participant is duly issued or transferred Shares in accordance with the terms of an Award.

(c) Governing Law; Submission to Jurisdiction. All questions arising with respect to the provisions of the Plan and Awards shall be determined by application of the laws of the State of Texas, without giving effect to any conflict of law provisions thereof, except to the extent Texas law is preempted by federal law. The obligation of the Company to sell and deliver Shares hereunder is subject to applicable federal and state laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Shares. With respect to any claim or dispute related to or arising under the Plan, the Company and each Participant who accepts an Award hereby consent to the exclusive jurisdiction, forum and venue of the state and federal courts located in Harris County, Texas.

(d) Severability and Reformation. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable law or, if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award and the remainder of the Plan and any such Award shall remain in full force and effect. If any of the terms or provisions of the Plan or any Award Agreement conflict with the requirements of Rule 16b-3 (as those terms or provisions are applied to Eligible Persons who are subject to Section 16 of the Exchange Act) or Section 422 of the Code (with respect to ISOs), then those conflicting terms or provisions shall be deemed inoperative to the extent they so conflict with the requirements of Rule 16b-3 (unless the Board or the Committee, as appropriate, has expressly determined that the Plan or such Award should not comply with Rule 16b-3) or Section 422 of the Code, in each case, only to the extent Rule 16b-3 and such sections of the Code are applicable. With respect to ISOs, if the Plan does not contain any provision required to be included herein under Section 422 of the Code, that provision shall be deemed to be incorporated herein with the same force and effect as if that provision had been set out at length herein; provided that, to the extent any Option that is intended to qualify as an ISO cannot so qualify, that Option (to that extent) shall be deemed a Nonstatutory Option for all purposes of the Plan.

(e) Unfunded Status of Awards; No Trust or Fund Created. The Plan is intended to constitute an “unfunded” plan for certain incentive awards. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other person. To the extent that any person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any general unsecured creditor of the Company or such Affiliate.

(f) Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board nor its submission to the shareholders of the Company for approval shall be construed as creating any limitations on the power of the Board or a committee thereof to adopt such other incentive arrangements as it may deem desirable. Nothing contained in the Plan shall be construed to prevent the Company or any Affiliate from taking any corporate action which is deemed by the Company or such Affiliate to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan or any Award made under the Plan. No employee, beneficiary or other person shall have any claim against the Company or any Affiliate as a result of any such action.

(g) Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine in its sole discretion whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional Shares or whether such fractional Shares or any rights thereto shall be cancelled, terminated, or otherwise eliminated with or without consideration.

(h) Interpretation. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof. Words in the masculine gender shall include the feminine gender, and, where appropriate, the plural shall include the singular and the singular shall include the plural. In the event of any conflict between the terms and conditions of an Award Agreement and the Plan, the provisions of the Plan shall control. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation”, “but not limited to”, or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter. References herein to any agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and not prohibited by the Plan.

(i) Facility of Payment. Any amounts payable hereunder to any individual under legal disability or who, in the judgment of the Committee, is unable to manage properly his financial affairs, may be paid to the legal representative of such individual, or may be applied for the benefit of such individual in any manner that the Committee may select, and the Company shall be relieved of any further liability for payment of such amounts.

(j) Conditions to Delivery of Shares. Nothing herein or in any Award Agreement shall require the Company to issue any shares with respect to any Award if that issuance would, in the opinion of counsel for the Company, constitute a violation of the Securities Act, any other applicable statute or regulation, or the rules of any applicable securities exchange or securities association, as then in effect. In addition, each Participant who receives an Award under the Plan shall not sell or otherwise dispose of Shares that is acquired upon grant, exercise or vesting of an Award in any manner that would constitute a violation of any applicable federal or state securities laws, the Plan or the rules, regulations or other requirements of the SEC or any stock exchange upon which the Shares are then listed. At the time of any exercise of an Option or SAR, or at the time of any grant of any other Award, the Company may, as a condition precedent to the exercise of such Option or SAR or settlement of any other Award, require from the Participant (or in the event of his or her death, his or her legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning the holder’s intentions with regard to the retention or disposition of the Shares being acquired pursuant to the Award and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Company, may be necessary to ensure that any disposition by that holder (or in the event of the holder’s death, his or her legal representatives, heirs, legatees, or distributees) will not involve a violation of the Securities Act, any other applicable state or federal statute or regulation, or any rule of any applicable securities exchange or securities association, as then in effect. Shares or other securities shall not be delivered pursuant to any Award until payment in full of any amount required to be paid pursuant to the Plan or the applicable Award Agreement (including any Exercise Price, grant price, or tax withholding) is received by the Company.

(k) Section 409A of the Code. It is the general intention, but not the obligation, of the Committee to design Awards to comply with or to be exempt from the Nonqualified Deferred Compensation Rules, and Awards will be operated and construed accordingly. Neither this Section 9(k) nor

any other provision of the Plan is or contains a representation to any Participant regarding the tax consequences of the grant, vesting, exercise, settlement, or sale of any Award (or the Shares underlying such Award) granted hereunder, and should not be interpreted as such. In no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with the Nonqualified Deferred Compensation Rules. Notwithstanding any provision in the Plan or an Award Agreement to the contrary, in the event that a “specified employee” (as defined under the Nonqualified Deferred Compensation Rules) becomes entitled to a payment under an Award that would be subject to additional taxes and interest under the Nonqualified Deferred Compensation Rules if the Participant’s receipt of such payment or benefits is not delayed until the earlier of (i) the date of the Participant’s death, or (ii) the date that is six months after the Participant’s “separation from service,” as defined under the Nonqualified Deferred Compensation Rules (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to the Participant until the Section 409A Payment Date. Any amounts subject to the preceding sentence that would otherwise be payable prior to the Section 409A Payment Date will be aggregated and paid in a lump sum without interest on the Section 409A Payment Date. The applicable provisions of the Nonqualified Deferred Compensation Rules are hereby incorporated by reference and shall control over any Plan or Award Agreement provision in conflict therewith.

(l) Clawback. The Plan and all Awards granted hereunder are subject to any written clawback policies that the Company, with the approval of the Board or an authorized committee thereof, may adopt either prior to or following the Effective Date, including any policy adopted to conform to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and rules promulgated thereunder by the SEC and that the Company determines should apply to Awards. Any such policy shall, to the extent required by law, or may otherwise subject a Participant’s Awards and amounts paid or realized with respect to Awards to reduction, cancelation, forfeiture or recoupment if certain specified events or wrongful conduct occur, including an accounting restatement due to the Company’s material noncompliance with financial reporting regulations or other events or wrongful conduct specified in any such clawback policy.

(m) Status under ERISA. The Plan shall not constitute an “employee benefit plan” for purposes of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.

(n) Plan Effective Date and Term. The Plan was adopted by the Board to be effective on the Effective Date. No Awards may be granted under the Plan on and after the tenth anniversary of the Effective Date. However, any Award granted prior to such termination (or any earlier termination pursuant to Section 10), and the authority of the Board or Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions or rights under such Award in accordance with the terms of the Plan, shall extend beyond such termination until the final disposition of such Award.

10. Amendments to the Plan and Awards. The Committee may amend, alter, suspend, discontinue or terminate any Award or Award Agreement, the Plan or the Committee’s authority to grant Awards without the consent of shareholders or Participants, except that any amendment or alteration to the Plan, including any increase in any share limitation, shall be subject to the approval of the Company’s shareholders not later than the annual meeting next following such Committee action if such shareholder approval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the Shares may then be listed or quoted, and the Committee may otherwise, in its discretion, determine to submit other changes to the Plan to shareholders for approval; provided that, without the consent of an affected Participant, no such Committee action may materially and adversely affect the rights of such Participant under any previously granted and outstanding Award. For purposes of clarity, any adjustments made to Awards pursuant to Section 8 will be deemed not to materially and adversely affect the rights of any Participant under any previously granted and outstanding Award and therefore may be made without the consent of affected Participants.

Exhibit 10.9

EMPLOYEE SHARE PURCHASE PLAN

WHEREAS, EagleRock Land, LLC, a Texas limited liability company (the “Company”), desires to establish an employee share purchase plan to provide employees of the Company designated by the Company with an opportunity to purchase shares of common stock of the Company through Offerings of Options at a discount so as to further incentivize them to work for the continued success of the Company;

NOW THEREFORE, the Company hereby establishes the EagleRock Land LLC Employee Share Purchase Plan (the “Plan”), effective May 15, 2026, as follows:

Section 1. Definitions.

For purposes of the Plan, the following terms shall be defined as set forth below:

(a)

“Account” means the bookkeeping account maintained by the Administrative Committee that reflects the amount of payroll deductions credited on behalf of a Participant under the Plan.

(b)

“Administrative Committee” means committee appointed to administer the Plan, which shall be the Compensation Committee or another committee consisting of not less than two directors of the Company appointed by the Board, each of whom shall qualify as non-employee directors and in the absence of such committee, the Board.

(c)

“Authorized Leave of Absence” means a bona fide leave of absence from service with the Company if the period of the leave does not exceed 90 days, or, if longer, so long as the individual’s right to reemployment with the Company is guaranteed either by statute or contract.

(d)

“Base Compensation” means base salary and overtime, excluding payments for shift differentials, incentive compensation, bonuses, and other special payments, fees, allowances or extraordinary compensation.

(e)

“Beneficiary” means the person who is entitled to receive amounts under the Plan upon the death of a Participant as determined under Section 11(m).

(f)

“Board” means the board of directors of the Company.

(g)

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time.

(h)

“Committee” means the Compensation Committee of the Board.

(i)

“Company” means EagleRock Land LLC, a Texas limited liability company.

(j)

“Corporation” has the meaning prescribed by Section 7701(a)(3) of the Code and Treasury Regulation Section 301.7701-2(b). For example, the term Corporation includes a foreign corporation (as defined in Section 7701(a)(5) of the Code) and a limited liability company that is treated as a corporation for all United States Federal income tax purposes.

(k)

“Employee” means any individual employed by the Company, which, for the avoidance of doubt, excludes (i) any independent contractor, (ii) any consultant, (iii) any individual performing services for the Company who has entered into an independent contractor or consulting agreement with the Company; (iv) any individual performing services for the Company under an independent contractor or consulting agreement, a purchase order, a supplier or staffing agreement or any other agreement that the Company enters into for services; and (v) any individual whose terms and conditions of employment are governed by a collective bargaining agreement resulting from good faith collective bargaining where participation under the Plan has been the subject of such bargaining and the collective bargaining agents have made a decision on behalf of such employee not to participate in the Plan.

(l)

“Exercise Date” means the last Trading Day of each Offering Period, which is the day that all Options that eligible Employees have elected to exercise are to be exercised.

(m)

“Five Percent Owner” means an owner of five percent or more of the total combined voting power of all classes of shares of the Company. An individual is considered to own any shares that are owned directly or indirectly by or for their brothers and sisters (whether by whole or half-blood), spouse, ancestors and lineal descendants. For purposes of determining whether an Employee is a Five Percent Owner, an Employee is considered to own shares that the Employee may purchase under outstanding options (including incentive stock options, nonqualified stock options, Options granted under the Plan or any other stock options). Further, for purposes of determining whether an Employee is a Five Percent Owner, the rules of Section 424 of the Code (relating to attribution of share ownership) shall apply. Accordingly, for purposes of determining whether an Employee is a Five Percent Owner, (i) the Employee is considered as owning the shares owned, directly or indirectly, by or for the Employee’s brothers or sisters (whether by the whole or half blood), spouse, ancestors and lineal descendants and (ii) shares owned, directly or indirectly, by or for a corporation, partnership, estate or trust is considered as being owned proportionately by or for its shareholders, partners, or beneficiaries. The determination of the percentage of the total combined voting power of all classes of shares of the Company that are owned by an individual is made by comparing the voting power or value of the shares owned (or treated as owned) by the individual to the aggregate voting power of all shares actually issued and outstanding immediately after the grant of the Option to the individual. The aggregate voting power or value of all shares actually issued and outstanding immediately after the grant of the Option does not include the voting power or value of treasury shares or shares authorized for issue under outstanding options held by the individual or any other person.

(n)

“Grant Date” means the first day of each Offering Period, which is the day all eligible Employees are granted an Option under the Plan.

(o)

“Highly Compensated Employee” has the meaning specified in Section 414(q) of the Code.

(p)

“Offering” means a given offering of Options under the Plan.

(q)

“Offering Period” means, with respect to a given Offering, the period beginning on the Grant Date and ending on the Exercise Date. The Offering Periods shall begin and end at such times as are specified by the Administrative Committee. Unless and until the Administrative Committee specifies different Offering Periods in writing, there shall be two Offering Periods during a calendar year, the first of which commences on January 1 and ends on June 30 and the second of which begins on July 1 and ends on December 31. In no event shall an Offering Period exceed 27 months.

(r)

“Option” means an option granted under the Plan to purchase Shares at the Option Price on the Exercise Date.

(s)

“Option Price” means the price per Share to be paid by each Participant upon exercise of an Option, which, subject to the following sentence, shall be 85 percent of the lesser of (i) the fair market value of a Share on the Grant Date or (ii) the fair market value of a Share on the Exercise Date. Prior to the commencement of an Offering Period, the Board, the Committee or the Administrative Committee may, in lieu of the Option Price specified in the preceding sentence, establish in writing an Option Price for an Offering that is greater than the amount specified in the preceding sentence; provided, that in no case shall such Option Price be lower than 85 percent of (i) the fair market value of a Share on the Grant Date or (ii) the fair market value of a Share on the Exercise Date, as applicable. The Option Price may be stated as either a percentage or as a dollar amount. The Option Price shall be subject to adjustment under Section 4(g).

(t)

“Participant” means a person who is eligible to be granted an Option under the Plan for the applicable Offering.

(u)

“Participating Subsidiary” means any Subsidiary of the Company that has been designated by the Administrative Committee, from time to time and in its sole discretion, as eligible to participate in the Plan; provided that each such Subsidiary is a “subsidiary corporation” within the meaning of Section 424(f) of the Code at the time of participation and that such participation will not cause the Plan to fail to satisfy the requirements of Section 423 of the Code.

(v)

“Person” shall have the meaning given in Section 3(a)(9) of the Securities Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary thereof, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of Shares of the Company.

(w)

“Plan” means the EagleRock Land LLC Employee Share Purchase Plan, as set out in this document and as it may be amended from time to time.

(x)

“Qualified Employee Share Purchase Plan” means a share purchase plan to the extent that Section 423 of the Code applies to the plan.

(y)

“Retirement” means the Participant’s voluntary termination of employment after the date on which the Participant has reached the age of 55 and has a total of at least five years of continuous employment with the Company.

(z)

“Securities Exchange Act” means the Securities Exchange Act of 1934, as amended.

(aa)

“Shares” means Class A shares representing limited liability company interests in the Company. For the avoidance of doubt, “Shares” does not include the Company’s Class B shares representing limited liability company interests, which carry no economic rights (including no right to receive dividends or distributions upon liquidation of the Company), or any preferred shares that may be established and issued by the Company’s board of directors from time to time. All Shares issued under this Plan shall be duly authorized, fully paid and non-assessable. Shares, when issued, may be represented by a certificate or by book or electronic entry.

(bb)

“Subsidiary” means, with respect to any Person, as of any date of determination, any other Person as to which such first Person owns or otherwise controls, directly or indirectly, more than 50% of the voting shares or other similar interests or a sole general partnership interest or managing member or similar interest of such other Person. An entity shall be deemed a Subsidiary of the Company for purposes of this definition only for such periods as the requisite ownership or control relationship is maintained, and only to the extent permitted by Section 424 of the Code.

(cc)

“Trading Day” means a day on which the New York Stock Exchange is open for trading.

Section 2. Purpose, Share Commitment and Intent.

(a)

Purpose. The purpose of the Plan is to provide Employees of the Company that are selected by the Company to participate in the Plan an opportunity to purchase Shares through periodic Offerings of Options to purchase Shares at a discount and strengthen the commitment of Employees to the Company, motivate Employees to faithfully and diligently perform their responsibilities and attract and retain competent and dedicated persons.

(b)

Share Commitment. The aggregate number of Shares authorized to be sold pursuant to Options granted under the Plan is 1,377,784, subject to adjustment as provided in Section 4(g). In computing the number of Shares available for grant, any Shares relating to Options which are granted, but which subsequently lapse, are cancelled or are otherwise not exercised by the final date for exercise, shall be available for future grants of Options.

(c)

Intent. It is the intention of the Company to have the Plan qualify as an “employee share purchase plan” under Section 423 of the Code. Therefore, the provisions of the Plan are to be construed in a manner that is consistent with the requirements of Section 423 of the Code.

Section 3. Eligibility.

(a)

General Requirements. Subject to Section 3(c), each Employee of the Company who is not excluded from participation pursuant to Section 3(b) is eligible to participate in a given Offering if the individual is in the employ of the Company on the Grant Date; provided, that, subject to Section 3(b), an Employee hired during an Offering Period will be eligible to participate in the next Offering. For purposes of this Section 3(a), the existence of the employment relationship between an individual and the Company will be determined under Treasury Regulation Section 1.421-1(h). Participation in the Plan by any Employee is voluntary.

(b)

Exclusions From Participation. Subject to Section 3(c), under each Offering Options will be granted to all Employees of the Company, except that one or more of the following categories of Employees may, at the discretion of the Administrative Committee, be excluded from coverage under an Offering:

(1)

Persons Employed Less Than Two Years. Employees who have been employed less than two years (or a lesser period of time) as of the Grant Date may be excluded from an Offering.

(2)

Persons Customarily Employed Less Than 20 Hours Per Week. Employees whose customary employment is 20 hours or less per week (or a lesser number of hours per week as may be specified in writing by the Administrative Committee) as of the Grant Date may be excluded from an Offering.

(3)

Persons Customarily Employed for Not More Than Five Months During a Calendar Year. Employees whose customary employment is for not more than five months in any calendar year as of the Grant Date (or a lesser number of months as may be specified in writing by the Administrative Committee) may be excluded from an Offering.

(4)

Persons Who Are Highly Compensated Employees. Employees who are Highly Compensated Employees as of the Grant Date may be excluded from an Offering. Alternatively, Employees who are Highly Compensated Employees with compensation above a certain level as of the Grant Date may be excluded from an Offering. Alternatively, Employees who are both Highly Compensated Employees and officers or subject to the disclosure requirements of Section 16(a) of the Securities Exchange Act as of the Grant Date may be excluded from an Offering. Any exclusion relating to Highly Compensated Employees must be applied in an identical manner to all Highly Compensated Employees of the Company.

(5)

Certain Residents of Foreign Jurisdictions. Employees who are residents of a foreign jurisdiction (without regard to whether they are also citizens of the United States or resident aliens within the meaning of Section 7701(b)(1)(A) of the Code) (“Foreign Residents”) may be excluded from an Offering if (1) the grant of an Option under the Offering to a citizen or resident of the foreign jurisdiction is prohibited under the laws of such jurisdiction or (2) compliance with the laws of the foreign jurisdiction would cause the Offering to violate the requirements of Section 423 of the Code.

(6)

Default Exclusions From Participation. Unless the Administrative Committee specifies in writing different exclusions are applicable with respect to a given Offering, the persons referenced in paragraphs (1), (2), (3), (4) and(5) of this Section 3(b) shall be excluded from participation in an Offering.

(7)

Use of Exclusions Other Than Default Exclusions From Participation. If the Administrative Committee determines to apply exclusions from participation with respect to a given Offering that are different than the default exclusions specified in paragraph (6) of this Section 3(b), such exclusions shall be specified in writing. Any such exclusions from participation shall be consistent with the provisions of this Section 3(b).

(c)

Limitations Upon Participation by Certain Shareholders. No Employee shall be granted an Option to the extent that the Option would cause the Employee to be a Five Percent Owner immediately after the grant. Accordingly, an Employee who is a Five Percent Owner immediately prior to the Grant Date for an Offering shall not be granted an Option for such Offering. An Employee who would become a Five Percent Owner immediately after the grant of an Option only as a result of the grant of the Option shall be granted an Option to purchase no more than the number of whole Shares that would not cause the Employee to become a Five Percent Owner.

Section 4. Options.

(a)

Terms of an Offering. The terms of an Offering shall be established by the Administrative Committee. The terms shall be set forth in writing and communicated to eligible Employees prior to the Grant Date for the Offering. The terms of an Offering shall include (1) a designation of the Company, (2) the identification of any exclusions from participation applicable to the Offering (which exclusions must be permitted under Section 3(b)), (3) the Offering Period, and (4) the Option Price. Offerings may be consecutive and overlapping, and the terms of each Offering need not be identical provided that the terms of the Plan and the Offering together satisfy the requirements of this Section 4(a) and Department of Treasury Regulations issued under Section 423 of the Code.

(b)

Grant of Option. Effective as of the Grant Date of each Offering, the Company shall grant an Option to each Participant which shall be exercisable on the Exercise Date through funds accumulated by the Participant through payroll deductions made during the Offering Period. Each Option grant is subject to the availability of a sufficient number of Shares reserved for purchase under the Plan. In the event there is an insufficient number of shares reserved for purchase under the Plan, the number of shares purchased shall be adjusted as provided in Section 4(h).

(c)

Maximum Number of Shares Subject to Option. An Option granted to an Employee for any Offering shall be for that number of whole Shares equal to the least of the number of whole Shares that may be purchased during the Offering Period (1) at the Option Price with the amount credited to the Participant’s Account on the Exercise Date, (2) under limitations established by the Administrative Committee or the Committee pursuant to Section 4(d), (3) under the limitation set forth in Section 4(e) or (4) without causing the Employee to become a Five Percent Owner. The number of Shares that may be purchased under an Option shall be subject to adjustment under Section 4(g) and Section 4(h).

(d)

Formula or Specific Share Limitation Established by the Company. The Administrative Committee may establish and announce to Participants prior to an Offering a maximum number of Shares that may be purchased by a Participant during the Offering Period. The Administrative Committee or the Committee may specify that the maximum amount of Shares that a Participant may purchase under an Offering is determined on the basis of a uniform relationship to the total compensation or the basic or regular rate of compensation, of all Employees.

(e)

Annual $25,000 Limitation. No Employee will be permitted to purchase Shares under all Qualified Employee Share Purchase Plans of the Company at a rate which exceeds $25,000 in fair market value of the Shares (determined at the time the Option is granted) for each calendar year in which any option granted to the Employee is outstanding at any time. This limitation shall be applied taking into account the rules set forth in Treasury Regulation Section 1.423-2(i) (or a successor regulation). Accordingly, in applying the limitation set forth in this Section 4(e), (1) the right to purchase Shares under an option accrues when the option (or any portion thereof) first becomes exercisable during the calendar year, (2) the right to purchase Shares under an option accrues at the rate provided in the option, but in no case may such rate exceed $25,000 of fair market value of such Shares (determined at the time such option is granted) for any one calendar year and (3) a right to purchase Shares that has accrued under one option granted pursuant to the Plan may not be carried over to any other option.

(f)

Equal Rights and Privileges. All Employees who are granted Options under an Offering must have equal rights and privileges within the meaning of Section 423 of the Code and Treasury Regulation Section 1.423-2(f). An Offering will not fail to satisfy the requirements of this Section 4(f) if, in order to comply with the laws of a foreign jurisdiction, the terms of an Option granted under the Offering to Foreign Residents are less favorable than the terms of Options granted under the Offering to Employees who are residents of the United States.

(g)

Adjustments of Options. In the event of any (1) merger, amalgamation, consolidation, reclassification, recapitalization, spin-off, spin-out, repurchase or other reorganization or corporate transaction or event, (2) ordinary or special dividend (whether in the form of cash, Shares or other property), share split or reverse share split, (3) combination or exchange of Shares, (4) other change in corporate structure, or (5) any other transaction, distribution or action, which, in any such case the Administrative Committee determines, in its sole discretion, affects the Shares such that an adjustment is appropriate, the total number of Shares authorized to be committed to the Plan, the number of Shares subject to each outstanding Option, the Option Price applicable to each Option, and/or the consideration to be received upon exercise of each Option shall be appropriately adjusted by the Administrative Committee or the Committee. For the avoidance of doubt, adjustments in accordance with this Section 4(g) shall not in any case be contrary to the rules of Section 423 of the Code. In addition, the Committee shall, in its sole discretion, have authority to provide for (a) the acceleration of the Exercise Date of outstanding Options or (b) the conversion of outstanding Options into cash or other property to be received in certain of the transactions specified in this paragraph above upon the completion of the transaction.

(h)

Insufficient Number of Shares. If the number of Shares reserved for purchase for any Offering Period is insufficient to cover the number of shares which Participants elect to purchase during such Offering Period, then the number of Shares which each Participant has a right to purchase on the Exercise Date shall be reduced to the number of Shares which the Administrative Committee shall determine by multiplying the number of Shares reserved under the Plan for such Offering Period by a fraction, the numerator of which shall be the number of Shares which the Participant elected to purchase during the Offering Period and the denominator of which shall be the total number of Shares which all Participants elected to purchase during such Offering Period.

Section 5. Payroll Deductions.

(a)

Authorization of Payroll Deductions. For an Employee to participate during a given Offering Period, they must elect to participate in the Offering by authorizing deductions from their Base Compensation prior to the beginning of the Offering Period in accordance with procedures established by the Administrative Committee or the Committee. An Employee who does not authorize payroll deductions from their Base Compensation with respect to a given Offering shall be deemed to have elected to not participate in the Offering. Unless otherwise determined by the Administrative Committee or the Committee, the Participant’s payroll deductions shall be limited to 10 percent of their Base Compensation. Subject to a Participant’s right to discontinue payroll deductions as set forth in Section 5(c) and Section 6, a Participant may not, during any Offering Period, change their percentage of payroll deduction for that Offering Period. A Participant may not make additional payments to the Participant’s Account.

(b)

Payroll Deductions Continuing. A Participant’s payroll deduction authorization may remain in effect for all ensuing Offering Periods until changed by the Participant, subject to Section 5(a), in accordance with procedures established by the Administrative Committee or the Committee.

(c)

Right to Stop Payroll Deductions. A Participant shall have the right to discontinue the Participant’s payroll deduction authorization in accordance with procedures established by the Administrative Committee or the Committee.

(d)

Accounting for Funds. As of each payroll deduction period, the Company shall cause to be credited to the Participant’s Account in a ledger established for that purpose the funds withheld from and attributable to the Participant’s cash compensation for that period. No interest shall be credited to the Participant’s Account at any time. The obligation of the Company to the Participant for this Account shall be a general corporate obligation and shall not be funded through a trust nor secured by any assets which would cause the Participant to be other than a general creditor of the Company.

(e)

Company’s Use of Funds. All payroll deductions received or held by the Company may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions.

(f)

Return of Funds. Except as specified herein, as soon as administratively practicable after the expiration of an Offering Period, payroll deductions that are not used to purchase Shares during such Offering Period will be refunded to the Participants without interest. In accordance with procedures established by the Administrative Committee or the Committee, the Company may be permitted to apply a Participant’s unused payroll deductions to purchase additional Shares during a subsequent Offering Period, but only if the amount so applied does not exceed the value of a fractional share that the Participant could not purchase during the preceding Offering Period (because purchases of fractional shares are not permitted under the Plan).

Section 6. In Service Withdrawal, Termination or Death.

(a)

In Service Withdrawal. A Participant may, at any time on or before 15 days prior to the Exercise Date, or such other date as shall be selected by the Administrative Committee or the Committee from time to time, elect to withdraw all of the funds then credited to the Participant’s Account by giving notice in accordance with the rules established by the Administrative Committee or the Committee. The amount elected to be withdrawn by the Participant shall be paid to the Participant as soon as administratively feasible. Any election by a Participant to withdraw the Participant’s cash balance under the Plan terminates the Participant’s right to exercise the Participant’s Option on the Exercise Date and the Participant’s entitlement to elect any further payroll deductions for the then-current Offering Period. If the Participant wishes to participate in any future Offering Period, they must file a new payroll deduction election within the time frame required by the Administrative Committee or the Committee for participation for that Offering Period.

(b)

Termination of Employment Prior to the Exercise Date. Except as specified in Section 6(d) and Section 6(e), if a Participant’s employment with the Company is terminated for any reason, the Option granted to the Participant for that Offering Period shall lapse. If a Participant is on an Authorized Leave of Absence, for purposes of the Plan, the Participant’s employment with the Company shall be deemed to be terminated on the later of the 91st day of such leave or the date through which the Participant’s employment is guaranteed either by statute or contract. The Participant’s funds then credited to the Participant’s Account shall be returned to the Participant as soon as administratively feasible.

(c)

Termination of Employment due to Death. If a Participant’s employment with the Company is terminated due to death, the Participant’s Beneficiary shall be refunded all of the funds then credited to the Participant’s Account as of the date of the Participant’s death.

(d)

Termination of Employment Due to Retirement Prior to the Exercise Date. If a Participant’s employment with the Company is terminated due to the Retirement of the Participant, the Participant shall withdraw all of the funds then credited to the Participant’s Account as of the Participant’s termination date.

(e)

Termination as a Result of a Disposition of Assets, a Division or an Entity. A Participant whose employment with the Company is terminated as a result of a disposition of assets, a division or an entity may, at their election by written notice to the Administrative Committee, either (1) exercise their Option as of the date of their termination of employment, in which event the Company shall apply the amount accrued under the Plan at that time to the purchase at the Option Price of Shares or (2) request payment of the Participant’s prior payroll deductions made under the Plan at that time, in which event the Company promptly shall make such payment, and thereupon the Participant’s interest in unexercised Options under the Plan shall terminate. If the Participant elects to exercise their Option, the date of their termination of employment shall be deemed to be the Exercise Date for the purpose of computing the amount of the Option Price of the Shares. As determined by the Administrative Committee, a Participant shall be deemed to have terminated their employment with the Company as a result of a disposition of assets, a division or an entity if such employment is terminated coincident with and as a result of the disposition.

Section 7. Exercise of Option.

(a)

Purchase of Shares. Subject to the provisions of the Plan, on the Exercise Date of the applicable Offering Period for an Offering, each Participant’s Account shall be used to purchase the maximum number of whole Shares that can be purchased at the Option Price for that Offering. If in any Offering the total number of Shares to be purchased by all Participants exceeds the number of Shares committed to the Plan, then each Participant shall be entitled to purchase only the Participant’s pro rata portion of the Shares remaining available under the Plan based on the balances in each Participant’s Account as of the Exercise Date. After the purchase of all Shares available on the Exercise Date, all Options granted for the Offering to the extent not used are terminated because no Option shall remain exercisable after the Exercise Date.

(b)

Accounting for Shares. After the Exercise Date of each Offering, a report shall be given to each Participant stating the amount of the Participant’s Account, the number of Shares purchased and the Option Price. Issuance of Shares. The Administrative Committee may determine in its discretion the manner of delivery of the Shares purchased under the Plan, which may be by electronic account entry into new or existing accounts, delivery of Shares certificates or any other means as the Administrative Committee, in its discretion, deems appropriate. The Administrative Committee may, in its discretion, hold the Shares certificate for any Shares or cause it to be legended in order to comply with the securities laws of the applicable jurisdiction, or should the Shares be represented by book or electronic account entry rather than a certificate, the Administrative Committee may take such steps to restrict transfer of the Shares as the Administrative Committee considers necessary or advisable to comply with applicable law.

Section 8. Administration.

(a)

General. The Plan shall be administered under the direction of the Administrative Committee who shall have the authority to administer the Plan and to make and adopt rules and regulations not inconsistent with the provisions of the Plan or the Code.

(b)

Delegation. To the extent permitted by applicable law, the Administrative Committee may delegate to one or more Employees some or all of its authority over the administration of the Plan. The Administrative Committee may appoint agents to assist it in administering the Plan.

(c)

Standard of Judicial Review of Committee Actions. The Administrative Committee has full and absolute discretion in the exercise of its authority under the Plan. Notwithstanding anything to the contrary, any action taken, or ruling or decision made by the Administrative Committee in the exercise of any of its powers and authority under the Plan shall be final and conclusive as to all parties other than the Company, including without limitation all Participants and their beneficiaries, regardless of whether the Administrative Committee or one or more of its members may have an actual or potential conflict of interest with respect to the subject matter of the action, ruling, or decision. No final action, ruling, or decision of the Administrative Committee shall be subject to de novo review in any judicial proceeding; and no final action, ruling, or decision of the Administrative Committee may be set aside unless it is held to have been arbitrary and capricious by a final judgment of a court having jurisdiction with respect to the issue.

Section 9. Participation in Plan By Designated Subsidiaries. The Administrative Committee may, from time to time and in its sole discretion, designate any Subsidiary as a “Participating Subsidiary” for purposes of the Section 423 component of the Plan, effective for any future Offering or Offering Period, provided that (i) such entity is a “subsidiary corporation” within the meaning of Section 424(f) of the Code, and (ii) its participation will not cause the Plan to fail to satisfy the requirements of Section 423 of the Code. The Administrative Committee may condition, limit, or terminate any such designation as it deems necessary or advisable to ensure compliance with Section 423 of the Code and other applicable law. The terms and conditions of this Plan may be interpreted as necessary to give effect to the inclusion of such a Participating Subsidiary.

Section 10. Termination and Amendment of the Plan.

(a)

Termination. The Company may, by action of the Board or the Committee, terminate the Plan at any time and for any reason. The Plan shall automatically terminate upon the purchase by Participants of all Shares committed to the Plan, unless the number of Shares committed to the Plan is increased by the Committee or the Board and approved by the shareholders of the Company. Upon termination of the Plan, as soon as administratively feasible there shall be refunded to each Participant the remaining funds in the Participant’s Account. The termination of the Plan shall not affect the current Options already outstanding under the Plan to the extent there are Shares committed, unless the Participants agree otherwise.

(b)

Amendment. The Board or the Committee has the right to modify, alter or amend the Plan at any time and from time to time to any extent that it deems advisable, including, without limiting the generality of the foregoing, any amendment to the Plan deemed necessary to ensure compliance with Section 423 of the Code. The Board or the Committee may suspend the operation of the Plan for any period as it may deem advisable.

However, no amendment or suspension shall operate to reduce any amounts previously allocated to a Participant’s Account, reduce a Participant’s rights with respect to Shares previously purchased and held on the Participant’s behalf under the Plan or adversely affect the current Option a Participant already has outstanding under the Plan without the Participant’s agreement. Any amendment changing the aggregate number of Shares to be committed to the Plan and any other change for which shareholder approval is required under regulations issued by the Department of Treasury must be approved by the shareholders of the Company in order to be effective.

Section 11. Miscellaneous.

(a)

Plan Not An Employment Contract. The adoption and maintenance of the Plan is not a contract between the Company and its Employees which gives any Employee the right to be retained in its employment. Likewise, it is not intended to interfere with the rights of the Company to discharge any Employee at any time or to interfere with the Employee’s right to terminate the Employee’s employment at any time.

(b)

Options Are Not Transferable. No Option granted to a Participant under the Plan is transferable by the Participant otherwise than by will or the laws of descent and distribution, and must be exercisable, during the Participant’s lifetime, only by the Participant. In the event any Participant attempts to violate the terms of this Section 11(b), any Option held by the Participant shall be terminated by the Company and, upon return to the Participant of the remaining funds in the Participant’s Account, all of the Participant’s rights under the Plan will terminate.

(c)

Voting of Shares. Shares held under the Plan for the account of each Participant shall be voted by the holder of record of those Shares in accordance with the Participant’s instructions.

(d)

No Rights of Shareholder. No eligible Employee or Participant shall by reason of participation in the Plan have any rights of a shareholder of the Company until they acquire Shares as provided in the Plan.

(e)

Governmental Regulations. The obligation to sell or deliver the Shares under the Plan is subject to the approval of all governmental authorities required in connection with the authorization, purchase, issuance or sale of the Shares.

(f)

Notices. All notices and other communication in connection with the Plan shall be in the form specified by the Administrative Committee and shall be deemed to have been duly given when sent to the Participant at the Participant’s last known address or to the Participant’s designated personal representative or beneficiary, or to the Company or its designated representative, as the case may be. Such notification, at the discretion of the Administrator, may be made via the Company’s electronic recordkeeping system.

(g)

Indemnification of the Administrative Committee, the Committee and the Board. In addition to all other rights of indemnification as they may have as directors or as members of the Administrative Committee, the Committee, the members of the Administrative Committee and the Committee shall be indemnified by the Company to the extent permitted under applicable law against the reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any Option granted under the Plan, and against all amounts paid in settlement (provided the settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any action, suit or proceeding, except in relation to matters as to which it is adjudged in the action, suit or proceeding, that the Administrative Committee or Committee member is liable for gross negligence or willful misconduct in the performance of their duties.

(h)

Tax Withholding. At the time a Participant’s Option is granted or exercised or at the time a Participant disposes of some or all of the Shares purchased under the Plan, the Participant must make adequate provision for the Company’s federal, state, foreign or other tax withholding obligations, if any, which arise upon the grant or exercise of the Option or the disposition of the Shares. At any time, the Company may, but shall not be obligated to, withhold from the Participant’s compensation the amount necessary for the Company to meet applicable withholding obligations.

(i)

Gender and Number. If the context requires it, words of one gender when used in the Plan shall include the other genders, and words used in the singular or plural shall include the other.

(j)

Data Privacy. By participating in the Plan, each Participant agrees to the collection, processing, use and transfer of personal information by the Company that employs the Participant, the Company, the Administrative Committee and the Committee in order to administer the Plan.

(k)

Notice of Disposition. By becoming a Participant in the Plan, each Participant agrees to promptly give the Administrative Committee notice of any Shares disposed of within the later of (a) one year from the Exercise Date and (b) two years from the Grant Date with respect to such Shares, and the notice shall include the number of Shares disposed of and the Exercise Date and the Grant Date for the Shares.

(l)

Dispositions in Compliance with Securities Laws. By becoming a Participant in the Plan, each Participant agrees that any dispositions of Shares by such Participant shall be in compliance with the provisions of federal, state and foreign securities laws, including the provisions of Section 16(b) of the Securities Exchange Act.

(m)

Beneficiary(ies). At the time of the Participant’s or former Participant’s death, (a) any cash in the Plan or (b) any cash and Shares in the Account shall be distributed to such Participant’s or former Participant’s (1) executor or administrator or (2) their heirs at law, if there is no administration of such Participant’s or former Participant’s estate. The Participant’s or former Participant’s executor or administrator or heirs at law, if there is no administration of such Participant’s or former Participant’s estate, shall be such Participant’s or former Participant’s Beneficiaries. Before any distribution is made, the Administrative Committee may require appropriate written documentation of (a) the appointment of the personal representative of the Participant’s estate or (b) heirship.

(n)

Severability. Each provision of this Plan may be severed. If any provision is determined to be invalid or unenforceable, that determination shall not affect the validity or enforceability of any other provision.

(o)

Binding Effect. This Plan shall be binding upon any successor of the Company.

(p)

Limitation on Liability. Under no circumstances shall the Company incur liability for any indirect, incidental, consequential or special damages (including lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the form of the act in which such a claim may be brought, with respect to this Plan or the Company’s role as Plan sponsor.

(q)

Governing Law. The Plan shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to principles of conflicts of law of such state.

Exhibit 10.10

EAGLEROCK LAND, LLC

CHANGE IN CONTROL SEVERANCE PLAN

ARTICLE I

PURPOSE

This EagleRock Land, LLC Change in Control Severance Plan has been established by the Company on May 15, 2026 (the “Effective Date”) to provide Participants with the opportunity to receive severance protection in connection with a Change in Control of the Company. The purpose of the Plan is to attract and retain talent and to assure the present and future continuity, objectivity, and dedication of management in the event of any Change in Control to maximize the value of the Company on a Change in Control. The Plan is intended to be a top hat welfare benefit plan under ERISA.

Capitalized terms used but not otherwise defined herein have the meanings set forth in Article II.

ARTICLE II

DEFINITIONS

Section 2.01 “Administrator” means the Compensation Committee of the Board or any other person or committee appointed by the Board to administer the Plan.

Section 2.02 “Affiliate” means any person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Company and any predecessors to such entity; provided, however, that a natural person shall not be considered an Affiliate.

Section 2.03 “Board” means the Board of Directors of the Company.

Section 2.04 “Cause” means with respect to a Participant, the definition of “Cause” set forth in the Participant’s individual employment agreement, severance agreement, or other written agreement with the Company, if any, as in effect at the time of the Participant’s termination of employment. In the absence of such a definition or such an agreement, “Cause” shall mean:

(a) Participant’s willful failure to substantially perform Participant’s duties (other than due to Disability) after written notice and a reasonable cure period;

(b) Participant’s willful failure to comply in any material respect with a lawful directive of the Board;

(c) Participant’s conviction of, plea of guilty or nolo contendere to, or imposition of unadjudicated probation for, any felony or any crime involving moral turpitude;

(d) Participant’s unlawful use or possession of illegal drugs on Company premises or while performing duties;

(e) Participant’s fraud, embezzlement, misappropriation, material misconduct, or breach of fiduciary duty with respect to the Company; or

(f) Participant’s material breach of any agreement with or written policy of the Company, after written notice and a reasonable cure period if curable. Determinations of Cause shall be made by the Board in good faith.

Section 2.05 “Change in Control” has the same meaning of a “Change in Control” or similar term within the Company’s then-current LTIP or the Participant’s specific award agreement, as applicable.

Section 2.06 “Change in Control Protection Period” means the period commencing one hundred eighty (180) days prior to the Closing and ending on the date that is eighteen (18) months following the Closing.

Section 2.07 “Change in Control Severance” has the meaning set forth in Section 4.02(a).

Section 2.08 “CIC COBRA Benefit” has the meaning set forth in Section 4.01(e).

Section 2.09 “Closing” means the consummation of a Change in Control.

Section 2.10 “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985.

Section 2.11 “Cobra Multiplier” shall be the number assigned to each Participant in the Participant’s Participation Agreement in order to calculate his or her CIC COBRA Benefit under Section 4.01(e).

Section 2.12 “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code shall be deemed to include a reference to any regulations promulgated thereunder.

Section 2.13 “Company” means EagleRock Land LLC a Texas limited liability company, and any successor thereto.

Section 2.14 “Disability” means with respect to any Participant, a condition such that the Participant by reason of physical or mental disability becomes unable to perform his or her normal duties for more than 180 days in the aggregate (excluding infrequent or temporary absence due to ordinary transitory illness) during any twelve (12)-month period.

Section 2.15 “Effective Date” has the meaning set forth in Article I.

Section 2.16 “Eligible Employee” means any member of the management team that the Administrator has appointed as of the Effective Date, or from time to time at the Administrator’s discretion, in each case, to be limited to individuals that the Administrator deems to be appropriate to maintain the Plan’s status as a top hat welfare benefit plan under ERISA.

Section 2.17 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

Section 2.18 “Good Reason” means with respect to a Participant, the definition of “Good Reason” set forth in the Participant’s individual employment agreement, severance agreement, or other written agreement with the Company, if any, as in effect at the time of the Participant’s termination of employment. In the absence of such a definition or such an agreement, “Good Reason” shall mean, without the Participant’s consent:

(a) a material reduction in base salary or target annual bonus opportunity;

(b) a material diminution of Participant’s title, authority, duties, or responsibilities; or

(c) a requirement that Participant relocate Participant’s principal work location more than fifty (50) miles from its then-current location; provided that Good Reason shall exist only if (1) Participant provides written notice to the Company of the existence of the condition within sixty (60) days of its initial occurrence; (2) the Company fails to cure such condition within thirty (30) days after receiving such notice; and (3) Participant resigns employment for Good Reason within thirty (30) days after the expiration of such cure period.

Notwithstanding the foregoing provisions of this Section 2.18 or any other provision of this Agreement to the contrary, any assertion by Participant of a termination for Good Reason shall not be effective unless all of the following conditions are satisfied: (A) the condition described in Section 2.18(a), (b) or (c) giving rise to Participant’s termination of employment must have arisen without Participant’s prior written consent; (B) Participant must provide written notice to the Board of the existence of such condition(s) within sixty days after the initial occurrence of such condition(s); (C) the condition(s) specified in such notice must remain uncorrected for thirty days following the Board’s receipt of such written notice; and (D) the date of Participant’s termination of employment must occur within thirty days following the expiration of the Board’s cure period in (C) above.

Section 2.19 “Lookback Bonus Amount” means the highest actual bonus paid to (or earned by) the Participant with respect to any of the three (3) fiscal years immediately preceding the fiscal year in which the Qualifying Termination (or Change in Control, if earlier) occurs. For the avoidance of doubt, any bonuses that were pro-rated based on the Participant’s employment with the Company for less than a full fiscal year shall be annualized for purposes of calculating the Lookback Bonus Amount.

Section 2.20 “LTIP” means the EagleRock Land LLC Long Term Incentive Plan, as amended, or any successor or replacement plan.

Section 2.21 “Participant” has the meaning set forth in Section 3.01.

Section 2.22 “Participation Agreement” means the latest participation agreement delivered by the Company to a Participant informing the Eligible Employee of the Eligible Employee’s participation in the Plan and containing any terms and conditions that may be applicable to the Eligible Employee in addition to or contrary to the terms of this Plan. Each Participation Agreement shall specify the Participant’s Severance Multiplier and COBRA Multiplier, and shall be binding upon the Company and any successor resulting from a Change in Control.

Section 2.23 “Plan” means this EagleRock Land LLC Change in Control Severance Plan, as may be amended and/or restated from time to time.

Section 2.24 “Qualifying Termination” means the termination of a Participant’s employment with the Company without Cause or by the Participant for Good Reason, in each case, during the Change in Control Protection Period. For purposes of clarity, a termination due to death or Disability shall not be deemed to be a Qualifying Termination pursuant to this Plan.

Section 2.25 “Release” has the meaning set forth in Section 5.01(b).

Section 2.26 “Release Expiration Date” means that date that is twenty-one (21) days following the date upon which the Company delivers the Release to the Employee (which shall occur no later than seven (7) days after the Participant’s Termination Date) or, in the event that such termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date.

Section 2.27 “Severance” has the meaning set forth in Section 4.01(a).

Section 2.28 “Severance Multiplier” shall be the number assigned to each Participant in his or her Participation Agreement in order to calculate his or her Change in Control Severance.

Section 2.29 “Specified Employee Payment Date” has the meaning set forth in Section 10.13(b).

Section 2.30 “Termination Date” means that date on which a Participant’s Qualifying Termination becomes effective. For purposes of clarity, for an applicable termination of employment that occurs prior to the Change in Control, the consummation of the Change in Control will be the date that the Participant’s Qualifying Termination occurs solely for determining benefits that may become due pursuant to this Plan.

ARTICLE III

PARTICIPATION

Section 3.01 Participants. The Administrator shall designate and provide a Participation Agreement to each Eligible Employee chosen by the Administrator to participate in the Plan (each, a “Participant”). Each Participation Agreement shall specify the Participant’s Severance Multiplier and COBRA Multiplier. The Participation Agreement shall be binding on the successors of the Company.

ARTICLE IV

CHANGE IN CONTROL SEVERANCE

Section 4.01 Change in Control Severance. If a Participant has a Qualifying Termination, then, subject to Article V, the Company will provide the Participant with the following (collectively, the “Change in Control Severance”):

(a) A lump sum cash payment equal to the Participant’s Severance Multiplier multiplied by the Participant’s annual base salary amount in effect on the date of the Termination Date (or, if Participant separates from service prior to the Change in Control, at the time of the Participant’s separation from service).

(b) Payment of the Participant’s earned but unpaid annual bonus, if any, for the fiscal year of the Company preceding the fiscal year in which the Termination Date occurs, payable on the date when bonuses for such fiscal year are otherwise paid to the Company’s executives, but in all events within the fiscal year that includes the Termination Date.

(c) A lump sum cash payment equal to the Participant’s Severance Multiplier multiplied by the greater of (x) the Participant’s target annual cash bonus for the fiscal year in which the Termination Date occurs; or (y) the Participant’s Lookback Bonus Amount.

(d) A lump sum cash payment equal to a pro-rata portion of the greater of (x) the Participant’s target annual cash bonus for the fiscal year in which the Termination Date occurs; or (y) the Participant’s Lookback Bonus Amount, in each case, pro-rated based on the number of days the Participant was employed during the fiscal year in which the Termination Date occurs (or, if Participant separates from service prior to the Change in Control, the fiscal year in which the Participant’s separation from service occurred).

(e) If the Participant elects to continue coverage for the Participant and the Participant’s spouse and eligible dependents, if any, under the Company’s group health plans pursuant to COBRA, then the Company shall provide the Participant with a lump-sum cash payment equal to (i) the Participant’s COBRA Multiplier times (ii) the monthly premiums for the Participant’s and the Participant’s covered dependents’ participation in the Company’s group health plans pursuant to COBRA, less the amount of employee contributions that would apply to such participation if the Participant were an active employee, each determined as of the Termination Date, (the “CIC COBRA Benefit”). Notwithstanding the foregoing, if the provision of the benefits described in this paragraph cannot be provided in the manner described above without penalty, tax, or other adverse impact on the Company, then the Company and the Participant shall negotiate in good faith to determine an alternative manner in which the Company may provide substantially equivalent benefits to the Participant without such adverse impact on the Company.

(f) Notwithstanding anything in this Plan to the contrary, no Change in Control Severance shall be paid unless and until the Participant has executed the Release and any applicable revocation period has expired without revocation. Subject to Section 8.13, the Change in Control Severance shall be paid as soon as practicable following the expiration of such revocation period, but in no event later than ten (10) days following the end of such a revocation period.

Section 4.02 Change in Control Equity Award Acceleration.

(a) Notwithstanding any provision in the LTIP, any successor equity incentive plan or any applicable award agreement to the contrary, effective as of the Change in Control (whether or not the Participant’s employment with the Company is terminated), all of the Participant’s outstanding or unvested equity incentive awards shall become immediately vested and no longer subject to forfeiture. With respect to any equity awards that are subject to performance-based vesting criteria, all performance goals or other vesting criteria will be deemed achieved at the maximum possible payout level applicable to such awards and all other terms and conditions will be deemed met.

(b) In the event that a Participant’s employment is terminated by the Company without Cause (excluding by reason of death or Disability) or by the Participant for Good Reason prior to the consummation of a Change in Control and (i) such termination of employment results in the forfeiture of unvested equity incentive awards, and (ii) a Change in Control is consummated within one hundred eighty (180) days thereafter, in lieu of the accelerated vesting described in Section 4.2(a) above, the Participant shall be entitled to receive an additional lump sum payment in an amount equal to the value of such forfeited equity awards as if such awards remained outstanding and vested upon the consummation of the Change in Control in accordance with Section 4.2(a) above. Any such amount that becomes due pursuant to this paragraph shall be paid to the Participant at the same time that the Participant receives the Change in Control Severance.

(c) Except as modified by this Section 4.02, upon a termination of a Participant’s employment for any reason, all outstanding equity incentive awards that the Participant holds at the time of the applicable termination of employment shall be governed by the terms and conditions of the LTIP and the Participant’s individual LTIP award agreements.

ARTICLE V

CONDITIONS

Section 5.01 Conditions. A Participant’s entitlement to any Change in Control Severance under this Plan, or the right to continue receiving such Change in Control Severance, will be subject to:

(a) The Participant executing and delivering to the Company his or her Participation Agreement in accordance with the terms thereof; and

(b) The Participant executing on or before the Release Expiration Date and not revoking within any time provided by the Company to do so, a release of all claims in a form acceptable to the Company, consistent with the form of general release on Appendix A (the “Release”), which Release shall release the Company’s respective shareholders, members, partners, officers, managers, directors, fiduciaries, employees, representatives, agents, and benefit plans (and fiduciaries of such plans) from any and all

claims, including any and all causes of action arising out of the Participant’s employment with the Company or the termination of such employment, but excluding all claims to Change in Control Severance the Participant may have under Article IV; provided, however, that if the Release is not executed and returned to the Company on or before the Release Expiration Date, and the required revocation period has not fully expired without revocation of the Release by the Participant, then the Participant shall not be entitled to any portion of the Change in Control Severance under Article IV.

ARTICLE VI

CLAIMS PROCEDURES

Section 6.01 Initial Claims. A Participant who believes he or she is entitled to a payment under the Plan that has not been received may submit a written claim for benefits to the Plan within sixty (60) days after the Participant’s Qualifying Termination. Claims should be addressed and sent to:

EagleRock Land, LLC

9655 Katy Freeway, Suite 375

Houston, Texas 77024

ATTN: Chairman of the Board or Compensation Committee

If the Participant’s claim is denied, in whole or in part, the Participant will be furnished with written notice of the denial within ninety (90) days after the Administrator’s receipt of the Participant’s written claim, unless special circumstances require an extension of time for processing the claim, in which case a period not to exceed 180 days will apply. If such an extension of time is required, then written notice of the extension will be furnished to the Participant before the termination of the initial ninety (90)-day period and will describe the special circumstances requiring the extension, and the date on which a decision is expected to be rendered. Written notice of the denial of the Participant’s claim will contain the following information:

(a) The specific reason or reasons for the denial of the Participant’s claim;

(b) References to the specific Plan provisions on which the denial of the Participant’s claim was based;

(c) A description of any additional information or material required by the Administrator to reconsider the Participant’s claim (to the extent applicable) and an explanation of why such material or information is necessary; and

(d) A description of the Plan’s review procedures and time limits applicable to such procedures, including a statement of the Participant’s right to bring a civil action under Section 502(a) of ERISA following a benefit claim denial on review.

Section 6.02 Appeal of Denied Claims. If the Participant’s claim is denied and he or she wishes to submit a request for a review of the denied claim, then the Participant, or his or her authorized representative, must follow the procedures described below:

(a) Upon receipt of the denied claim, the Participant (or his or her authorized representative) may file a request for review of the claim in writing with the Administrator. This request for review must be filed no later than sixty (60) days after the Participant has received written notification of the denial.

(b) The Participant has the right to submit in writing to the Administrator any comments, documents, records, and other information relating to his or her claim for benefits.

(c) The Participant has the right to be provided with, upon request and free of charge, reasonable access to and copies of all pertinent documents, records, and other information that is relevant to his or her claim for benefits.

(d) The review of the denied claim will take into account all comments, documents, records, and other information that the Participant submitted relating to his or her claim, without regard to whether such information was submitted or considered in the initial denial of his or her claim.

Section 6.03 Administrator’s Response to Appeal. The Administrator will provide the Participant with written notice of its decision within sixty (60) days after the Administrator’s receipt of the Participant’s written claim for review. There may be special circumstances which require an extension of this sixty (60)-day period. In any such case, the Administrator will notify the Participant in writing within the sixty (60)-day period and the final decision will be made no later than 120 days after the Administrator’s receipt of the Participant’s written claim for review. The Administrator’s decision on the Participant’s claim for review will be communicated to the Participant in writing and will clearly state:

(a) The specific reason or reasons for the denial of the Participant’s claim;

(b) Reference to the specific Plan provisions on which the denial of the Participant’s claim is based;

(c) A statement that the Participant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, the Plan and all documents, records, and other information relevant to his or her claim for benefits; and

(d) A statement describing the Participant’s right to bring an action under Section 502(a) of ERISA.

Section 6.04 Exhaustion of Administrative Remedies. The exhaustion of these claims procedures is mandatory for resolving every claim and dispute arising under the Plan. As to such claims and disputes:

(a) No claimant shall be permitted to commence any legal action to recover benefits or to enforce or clarify rights under the Plan under Section 502 or Section 510 of ERISA or under any other provision of law, whether or not statutory, until these claims procedures have been exhausted in their entirety; and

(b) In any such legal action, all explicit and implicit determinations by the Administrator (including, but not limited to, determinations as to whether the claim, or a request for a review of a denied claim, was timely filed) shall be afforded the maximum deference permitted by law.

Section 6.05 Arbitration. Subject to Section 6.04, any dispute, controversy or claim arising out of or related to the Plan shall be submitted to and decided by binding arbitration. Arbitration shall be administered exclusively by arbitration in Harris County, Texas before, and in accordance with the then-existing American Arbitration Association Employment Arbitration Rules. Any arbitral award determination shall be final and binding. The Arbitrator shall expeditiously hear and decide all matters concerning the dispute.

Section 6.06 Attorney’s Fees. The Company and each Participant shall bear their own attorneys’ fees incurred in connection with any disputes between them.

ARTICLE VII

ADMINISTRATION, AMENDMENT AND TERMINATION

Section 7.01 Administration. The Administrator has the exclusive right, power, and authority, in its sole and absolute discretion, to administer and interpret the Plan. The Administrator has all powers reasonably necessary to carry out its responsibilities under the Plan including (but not limited to) the sole and absolute discretionary authority to:

(a) administer the Plan according to its terms and to interpret Plan policies and procedures;

(b) resolve and clarify inconsistencies, ambiguities, and omissions in the Plan, and among and between the Plan and other related documents;

(c) take all actions and make all decisions regarding questions of eligibility and entitlement to benefits, and benefit amounts;

(d) make, amend, interpret, and enforce all appropriate rules and regulations for the administration of the Plan;

(e) process and approve or deny all claims for benefits; and

(f) decide or resolve any and all questions, including benefit entitlement determinations and interpretations of the Plan, as may arise in connection with the Plan.

The decision of the Administrator on any disputes arising under the Plan, including (but not limited to) questions of construction, interpretation and administration shall be final, conclusive and binding on all persons having an interest in or under the Plan. Any determination made by the Administrator shall be given deference in the event the determination is subject to judicial review and shall be overturned by a court of law only if it is arbitrary and capricious.

Section 7.02 Amendment and Termination. The Company reserves the right to amend or terminate the Plan at any time, by providing at least ninety (90) days advance written notice to each Participant; provided that, notwithstanding anything to the contrary in this Plan, no such amendment or termination that has the effect of reducing or diminishing the right of any Participant will be effective without the written consent of such Participant.

ARTICLE VIII

GENERAL PROVISIONS

Section 8.01 At-Will Employment. The Plan does not alter the status of each Participant as an at-will employee of the Company. Nothing contained herein shall be deemed to give any Participant the right to remain employed by the Company or to interfere with the rights of the Company to terminate the employment of any Participant at any time, with or without Cause.

Section 8.02 Effect on Other Plans, Agreements and Benefits.

(a) Any Change in Control Severance payable to a Participant under the Plan will be: (i) in lieu of and not in addition to any severance benefits to which the Participant would otherwise be entitled or has received under any general severance policy or severance plan maintained by the Company or any agreement between the Participant and the Company that provides for severance benefits (an “Alternative Severance Arrangement”) (unless the policy, plan or agreement expressly provides for severance benefits to be in addition to those provided under the Plan); (ii) reduced by any severance benefits to which Participant is entitled or has received pursuant to any Alternative Severance Arrangement; and (iii) reduced by any severance benefits to which the Participant is entitled by operation of a statute or government regulations.

(b) Any Change in Control Severance payable to a Participant under the Plan will not be counted as compensation for purposes of determining benefits under any other benefit policies or plans of the Company, except to the extent expressly provided therein.

Section 8.03 Mitigation. If a Participant obtains other employment, then such other employment will not affect the Participant’s rights or the Company’s obligations under the Plan.

Section 8.04 Severability. The invalidity or unenforceability of any other provision of the Plan shall not affect the validity or enforceability of any other provision of the Plan. If any other provision of the Plan is held by a court of competent jurisdiction to be illegal, invalid, void, or unenforceable, such provision shall be deemed modified, amended, and narrowed to the extent necessary to render such provision legal, valid, and enforceable, and the other remaining provisions of the Plan shall not be affected but shall remain in full force and effect.

Section 8.05 Headings and Subheadings. Headings and subheadings contained in the Plan are intended solely for convenience and no provision of the Plan is to be construed by reference to the heading or subheading of any section or paragraph.

Section 8.06 Unfunded Obligations. The amounts to be paid to Participants under the Plan are unfunded obligations of the Company. The Company is not required to segregate any monies or other assets from its general funds with respect to these obligations. Participants shall not have any preference or security interest in any assets of the Company other than as a general unsecured creditor.

Section 8.07 Successors. The Plan (including all Participation Agreements) will be binding upon any successor to the Company, its assets, its businesses, or its interest (whether as a result of the occurrence of a Change in Control or otherwise), in the same manner and to the same extent that the Company would be obligated under the Plan if no succession had taken place. In the case of any transaction in which a successor would not by the foregoing provision or by operation of law be bound by the Plan and all Participation Agreements, the Company shall require any successor to the Company to expressly and unconditionally assume the Plan and all Participation Agreements in writing and honor the obligations of the Company hereunder, in the same manner and to the same extent that the Company would be required to perform if no succession had taken place. All payments and benefits that become due to a Participant under the Plan or applicable Participation Agreement will inure to the benefit of his or her heirs, assigns, designees, or legal representatives.

Section 8.08 Transfer and Assignment. Neither a Participant nor any other person shall have any right to sell, assign, transfer, pledge, anticipate, or otherwise encumber, transfer, hypothecate, or convey any amounts payable under the Plan prior to the date that such amounts are paid, except that, in the case of a Participant’s death, such amounts shall be paid to the Participant’s beneficiaries.

Section 8.09 Waiver. Any party’s failure to enforce any provision or provisions of the Plan will not in any way be construed as a waiver of any such provision or provisions, nor prevent any party from thereafter enforcing each and every other provision of the Plan.

Section 8.10 Governing Law. To the extent not pre-empted by federal law, the Plan shall be construed in accordance with and governed by the laws of Texas without regard to conflicts of law principles. Subject to Section 6.05, any action or proceeding to enforce the provisions of the Plan will be brought only in a state or federal court located in the state of Texas, county of Harris, and each party consents to the venue and jurisdiction of such court. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.

Section 8.11 Clawback. Any amounts payable under the Plan are subject to any policy (whether in existence as of the Effective Date or later adopted) established by the Company providing for clawback or recovery of amounts that were paid to the Participant. The Company will make any determination for clawback or recovery in its sole discretion and in accordance with any applicable law or regulation.

Section 8.12 Withholding. The Company shall have the right to withhold from any amount payable hereunder any Federal, state and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation.

Section 8.13 Section 409A.

(a) The Plan is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and administered in accordance with Section 409A of the Code. Notwithstanding any other provision of the Plan, payments provided under the Plan may only be made upon an event and in a manner that complies with Section 409A of the Code or an applicable exemption. Any payments under the Plan that may be excluded from Section 409A of the Code either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A of

the Code to the maximum extent possible. For purposes of Section 409A of the Code, each installment payment provided under the Plan shall be treated as a separate payment. Any payments to be made under the Plan upon a termination of employment shall only be made upon a “separation from service” under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under the Plan comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by a Participant on account of non-compliance with Section 409A of the Code.

(b) Notwithstanding any other provision of the Plan, if any payment or benefit provided to a Participant in connection with his or her Qualifying Termination is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and the Participant is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i) of the Code, then such payment or benefit shall not be paid until the first payroll date to occur following the six (6)-month anniversary of the Qualifying Termination or, if earlier, on the Participant’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date and interest on such amounts calculated based on the applicable federal rate published by the Internal Revenue Service for the month in which the Participant’s separation from service occurs shall be paid to the Participant in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. Notwithstanding any other provision of the Plan, if any payment or benefit is conditioned on the Participant’s execution of a Release, then the first payment shall include all amounts that would otherwise have been paid to the Participant during the period beginning on the date of the Qualifying Termination and ending on the payment date if no delay had been imposed.

(c) To the extent required by Section 409A of the Code, each reimbursement or in-kind benefit provided under the Plan shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; and (ii) any right to reimbursements or in-kind benefits under the Plan shall not be subject to liquidation or exchange for another benefit.

APPENDIX A

The following Release is intended to be an example of the material terms of the

general form of Release that shall be used in connection with the

EagleRock Land, LLC Change in Control Severance Plan

FORM OF GENERAL RELEASE

SEPARATION AND GENERAL RELEASE AGREEMENT

This SEPARATION AND GENERAL RELEASE AGREEMENT (this “Agreement”) is entered into by and between [•] (“Employee”) and EagleRock Land, LLC (together with its successors, the “Company”). Employee and the Company are each referred to herein as a “Party” and together as the “Parties.” All capitalized terms used and not defined herein shall have the meaning given to them in the EagleRock Land, LLC Change in Control Severance Plan effective [_____], 2026, as amended from time to time (the “Plan”).

WHEREAS, Employee is a Participant under the Plan;

WHEREAS, Employee has experienced a Qualifying Termination;

WHEREAS, the Parties wish for Employee to receive the severance benefits set forth in this Agreement, conditioned upon Employee’s timely entry into and return to the Company [(and non-revocation, in any time provided to do so)] of this Agreement and Employee’s compliance with the terms of this Agreement;

WHEREAS, the Parties wish to resolve any and all claims that Employee has or may have against the Company or any of the other Company Parties (as defined below), including any claims that may have arisen out of Employee’s employment or the end of such employment with the Company or any of the other Company Parties.

NOW, THEREFORE, in consideration of the promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties hereby acknowledge and agree as follows:

1. Separation from Employment. Employee’s employment with the Company ended as of [Date] (the “Separation Date”). As of the Separation Date, Employee ceased to have any further employment relationship with the Company or any other Company Party. Employee acknowledges that, as of the Separation Date, Employee no longer holds any offices or other positions with the Company or any other Company Party.

2. Change in Control Severance. Provided that Employee (i) executes this Agreement on or after the Separation Date and returns a copy of this Agreement signed by Employee to the Company, care of [Name], by email to [email address] or by hand delivery or mail to [mailing address], so that it is received by [Name] no later than the 46^th calendar day after Employee first received this Agreement, [(ii) does not exercise Employee’s revocation right as set forth in Section 6 below;] and (iii) abides by each of Employee’s obligations set forth herein, then Employee shall receive the severance benefits set forth on Schedule I to this Agreement (the

A-1

“Change in Control Severance”), which Employee acknowledges and agrees represent the entirety of the severance pay and benefits Employee is eligible to receive pursuant to the Plan. Employee acknowledges and agrees that the severance benefits described herein are in full satisfaction of the Change in Control Severance (as defined in the Plan) and that Employee is not eligible for any other severance pay or benefits from the Company or any other Company Party other than the Change in Control Severance set forth in this Section 2. For the avoidance of doubt, Employee acknowledges and agrees that Employee had no right to the Change in Control Severance (or any portions thereof) but for Employee’s timely entry into [(and non-revocation of)] this Agreement and satisfaction of the terms of this Agreement.

3. Satisfaction of All Leaves and Payment Amounts; Prior Rights and Obligations. Employee acknowledges that, other than the Change in Control Severance [ and •], Employee has received all salary, bonuses, wages, and compensation due from any Company Party and has been provided all benefits, been afforded all rights, been reimbursed for all expenses and been permitted to take all required leaves (paid and unpaid) that Employee is or has been entitled to receive from any Company Party. For the avoidance of doubt, Employee acknowledges and agrees that Employee has no rights to further or future severance or termination-related pay or benefits from any Company Party other than the Change in Control Severance [ and •], and Employee is not entitled to any further or future payments from any Company Party.

4. Complete Release of Claims.

(a) For good and valuable consideration, including Employee’s receipt of the Change in Control Severance (and any part thereof), Employee hereby forever releases, discharges and acquits the Company and its past, present and future subsidiaries, affiliates, stockholders, members, managers, partners, directors, officers, employees, agents, attorneys, heirs, lenders, creditors, insurers, insureds, assigns, predecessors, successors and representatives, in their personal and representative capacities, as well as all employee benefit plans maintained by the Company or any of its affiliates and all fiduciaries and administrators of any such plans, in their personal and representative capacities (collectively, the “Company Parties” and each a “Company Party”), from liability for, and Employee hereby waives, any and all claims, damages, or causes of action of any kind related to Employee’s employment or affiliation with any Company Party, the termination of such employment or affiliation, and any other acts or omissions related to any matter occurring or existing, whether known or unknown, based on facts occurring prior to the time that Employee signs this Agreement, whether arising under federal or state laws or the laws of any other jurisdiction, including (i) any alleged violation of: (A) the Age Discrimination in Employment Act of 1967 (including as amended by the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, and Sections 1981 through 1988 of Title 42 of the United States Code, the Americans with Disabilities Act of 1990; (B) the Employee Retirement Income Security Act of 1974 (“ERISA”); (C) the Immigration Reform Control Act; (D) the Family and Medical Leave Act of 1993; (E) the Securities Exchange Act of 1934; (F) the Investment Advisers Act of 1940; (G) the Investment Company Act of 1940; (H) the Private Securities Litigation Reform Act of 1995; (I) the Sarbanes-Oxley Act of 2002; (J) the Dodd Frank Wall Street Reform and Consumer Protection Act of 2010; (K) the Worker Adjustment and Retraining Notification Act; (L) any federal, state, or local wage law; (M) any federal, state or local anti-discrimination or anti-retaliation law, including any causes of action or claims under [the Texas Labor Code (including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21

A-2

of the Texas Labor Code, and the Texas Whistleblower Act)][New Mexico Human Rights Act, Reemployment of Persons in the Armed Forces Act, Fraud Against Taxpayers Act, Promoting Financial Independence of Victims of Domestic Abuse Act, Employee Privacy Act, and New Mexico social media privacy law]; (N) any other local, state or federal law, regulation, ordinance or orders which may have afforded any legal or equitable causes of action of any nature; or (O) any public policy, contract, tort, or common law, including any claim for defamation, slander, libel, negligence, emotional distress, fraud or misrepresentation of any kind, promissory estoppel, breach of implied duty of good faith and fair dealing, breach of implied or express contract, breach of fiduciary duty or wrongful discharge; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in, or with respect to, a Released Claim (as defined below); (iii) any and all claims Employee may have under or relating to any employment contract or offer letter, or any other agreement, incentive or compensation plan or under any other benefit plan or program (including the Plan and any other severance plan); and (iv) any claim for compensation, damages or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

(b) Notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim, including a challenge to the validity of this Agreement, with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, or other federal, state or local governmental agency or commission (collectively “Governmental Agencies”) or participating in (or cooperating with) any investigation or proceeding conducted by any Governmental Agency or communicating with any Governmental Agency; however, Employee understands and agrees that, to the extent permitted by law, Employee is waiving any and all rights to recover any monetary or personal relief or recovery from a Company Party as a result of such Governmental Agency proceeding or subsequent legal actions. Nothing herein waives Employee’s right to receive an award for information provided to a Governmental Agency (including, for the avoidance of doubt, any monetary award or bounty from any governmental agency or regulatory or law enforcement authority in connection with any protected “whistleblower” activity). Nothing herein shall prohibit or restrict Employee from (i) initiating communications directly with, cooperating with, providing information or making statements to, causing information to be provided to, or otherwise assisting in an investigation by, any Governmental Agency; (ii) responding truthfully to any inquiry or legal process directed to Employee from any Governmental Agency; (iii) testifying, participating or otherwise assisting in any action or proceeding by any Governmental Agency; (iv) disclosing an act of sexual abuse or facts related to an act of sexual abuse; or (v) making any disclosures that are protected under the whistleblower provisions of any applicable law. Further, nothing in this Agreement requires Employee to obtain prior authorization before engaging in any conduct described in this Section 4(b) or to notify any Company Party that Employee engaged in any such conduct.

(c) In no event shall the Released Claims include (i) any claim for payment or receipt of the Change in Control Severance; (ii) any rights or claims based on facts that may occur after the date that this Agreement is executed by Employee; (iii) any claim to vested benefits under an employee benefit plan that is subject to ERISA and that ERISA prevents from being released pursuant to a release agreement; or (iv) any claims that cannot be waived as a matter of law, including claims for unemployment compensation benefits or workers’ compensation insurance

A-3

benefits. [Employee’s release of claims hereunder does not release any rights: (x) with respect to Employee’s right to receive indemnification pursuant to the terms of any Company Party bylaws or similar documentation or pursuant to any other written agreement between Employee and any Company Party, or (y) that Employee may have pursuant to directors and officers insurance coverage, or other insurance coverage, of which Employee is a beneficiary.]

5. Advice to Consult with Attorney; Employee’s Acknowledgements. This is an important legal document, and the Company hereby advises Employee to consult with an attorney prior to signing this Agreement. By executing and delivering this Agreement, Employee expressly acknowledges that:

(a) Employee has carefully read this Agreement;

(b) Employee has had sufficient time (and at least 45 calendar days) since this Agreement was first provided to Employee to consider this Agreement before the execution and delivery to the Company, and Employee further agrees that no changes to this Agreement after the time it was first provided to Employee, whether material or immaterial, will re-start the period for Employee to consider whether to enter into this Agreement;

(c) [Employee has been provided with (and attached to this Agreement as Exhibit A is) information (including job titles, ages, and selection information) regarding the employment termination program applicable to Employee;]

(d) Employee has been advised in writing to discuss this Agreement with an attorney before signing this Agreement, and Employee has had adequate opportunity to do so prior to executing this Agreement;

(e) Employee fully understands the final and binding effect of this Agreement; the only promises made to Employee to sign this Agreement are those stated within the four corners of this Agreement, and in entering this Agreement, Employee has not relied on any representation or statement, written or oral, of any Company Party or Company Party’s agent that is not set forth in this Agreement; and Employee is signing this Agreement knowingly, voluntarily and of Employee’s own free will; Employee relies on Employee’s own judgment in entering into this Agreement; and Employee understands and agrees to each of the terms of this Agreement; and

(f) No Company Party has provided any tax or legal advice regarding this Agreement, and Employee has had an adequate opportunity to receive sufficient tax and legal advice from advisors of Employee’s own choosing such that Employee enters into this Agreement with full understanding of the tax and legal implications thereof.

6. [Revocation Period; Effective Date. Employee has seven (7) calendar days after signing this Agreement to revoke it (such seven (7)-day period is referred to herein as the “Revocation Period”). This Agreement will not become effective or enforceable unless the Revocation Period has expired without Employee exercising Employee’s revocation right. To be effective, such revocation must be in writing received by the Company, care of [Name] [email address] [mailing address], so that it is received by no later than 11:59 p.m. central standard time, on the last day of the Revocation Period. If an effective revocation is delivered in the foregoing manner and timeframe, then no consideration shall be provided to Employee pursuant to Section 2, and the release of claims set forth in Section 4 shall be of no force or effect. Provided that Employee does not timely revoke this Agreement, it shall become effective and enforceable on the eighth (8^th) day after Employee signs this Agreement.] [Effective Date. This Agreement shall become effective and enforceable on the day Employee signs this Agreement.]

A-4

7. Ongoing Obligations. [Employee acknowledges and agrees that, in connection with Employee’s employment, Employee has obtained Confidential Information (as defined) in that certain [Name of Agreement] between Employee and the Company dated [Date] (the “Restrictive Covenant Agreement”), and that Employee has continuing obligations to the Company pursuant to the Restrictive Covenant Agreement (the “Ongoing Covenants”).] In entering into this Agreement, Employee reaffirms Employee’s commitment to abide by, and promises to abide by, the terms of the Ongoing Covenants. Notwithstanding the foregoing, nothing herein or the Ongoing Covenants shall prevent Employee from making disclosures or statements to any Governmental Agencies or otherwise engaging in any activity permitted by Section 4(b) above, or from providing truthful statements in response to any subpoena or other legal process. Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is made (1) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney and (2) solely for the purpose of reporting or investigating a suspected violation of law; (B) is made to the individual’s attorney in relation to a lawsuit for retaliation against the individual for reporting a suspected violation of law; or (C) is made in a complaint or other document filed in a lawsuit or proceeding, if such filing is made under seal.

8. Cooperation. For a period of twelve (12) months following Employee’s Separation Date, Employee agrees to provide reasonable assistance and cooperate with the Company Parties, during normal business hours, upon reasonable advance request with respect to matters within the scope of Employee’s duties and responsibilities during Employee’s employment with any Company Party (as applicable). Employee also agrees, for a period of twelve (12) months following Employee’s Separation Date, to cooperate with, and assist, the Company Parties, as they may reasonably request, in connection with any investigation, regulatory matter, lawsuit, or arbitration in which a Company Party is a subject and as to which Employee has material information. Notwithstanding any of the foregoing, no Company Party shall require Employee to provide any of the foregoing to the extent such assistance and cooperation impedes Employee’s ability to engage in full-time employment with a new employer following the Separation Date.

9. Return of Property. Employee represents and warrants that Employee has returned to the Company all property belonging to the Company and any other Company Party, including all equipment, computers, computer files, data, electronically stored information and all other information, documents and materials provided to Employee by the Company or any other Company Party in the course of Employee’s employment with any Company Party, or developed or created by Employee in the course of Employee’s employment with any Company Party, and Employee further represents and warrants that Employee has not retained a copy of any such materials in any form.

A-5

10. Withholding of Taxes and Other Employee Deductions. The Company may withhold from any payment made pursuant to this Agreement all federal, state, local, and other taxes and withholdings as may be required pursuant to any law or governmental regulation or ruling.

11. Section 409A. Neither this Agreement nor any payment or benefit provided hereunder is intended to constitute “deferred compensation” subject to the requirements of Section 409A of the Internal Revenue Code of 1986 and the United States Treasury regulations and interpretive guidance issued thereunder (collectively, “Section 409A”), and this Agreement shall be construed and administered in accordance with such intent. Notwithstanding the foregoing, the Company makes no representations that the payments or benefits provided under this Agreement comply with or are exempt from the requirements of Section 409A, and in no event shall the Company or any other Company Party be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.

12. No Admission. Nothing in this Agreement shall be construed as an admission of wrongdoing or liability on the part of the Company or any other Company Party.

13. No Waiver. No failure by any Party at any time to give notice of any breach by the other Party of, or to require compliance with, any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

14. Assignment. This Agreement is personal to Employee and may not be assigned by Employee. The Company may assign its rights and obligations under this Agreement without Employee’s consent, including to any other Company Party and to any successor (whether by merger, purchase or otherwise).

15. Severability and Modification. To the extent permitted by applicable law, the Parties agree that any term or provision of this Agreement (or part thereof) that renders such term or provision (or part thereof) or any other term or provision (or part thereof) of this Agreement invalid or unenforceable in any respect shall be severable and shall be modified or severed to the extent necessary to avoid rendering such term or provision (or part thereof) invalid or unenforceable, and such severance or modification shall be accomplished in the manner that most nearly preserves the benefit of the Parties’ bargain hereunder.

16. Applicable Law; Dispute Resolution. This Agreement is entered into under, and shall be governed for all purposes by, the laws of the state of Texas without regard to its conflicts of law principles, unless preempted by federal law (including ERISA, which is the federal law that governs the Plan and any claims made under the Plan). The Parties expressly acknowledge and agree that any judicial proceeding that may be brought hereunder must be brought in the state or federal courts, as applicable, located in the state of Texas, county of Harris. The Parties acknowledge the right of these courts to assert personal jurisdiction in any such action over the Parties and waive and release now and forever any defense to that assertion of personal jurisdiction that might otherwise exist. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

A-6

17. Counterparts. This Agreement may be executed in one or more counterparts (including portable document format (.pdf) and facsimile counterparts), each of which shall be deemed to be an original, but all of which together will constitute one and the same agreement.

18. Third-Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the Company and each other Company Party, as Employee expressly acknowledges and agrees that each Company Party that is not a signatory hereto shall be a third-party beneficiary of Employee’s representations, warranties and release of claims set forth in this Agreement.

19. Amendment; Entire Agreement. This Agreement may not be changed orally but, subject to Section 15 above, only by an agreement in writing agreed to and signed by Employee and the Company. This Agreement and the Plan (and as referenced herein, the Restrictive Covenant Agreement), constitute the entire agreement of the Parties with regard to the subject matter hereof. Notwithstanding the foregoing, this Agreement complements and is in addition to (and does not supersede or replace) any obligation Employee has to the Company or any of its affiliates (whether arising by contract, common law, statute, or otherwise) with respect to return of property or other materials, confidentiality, non-disclosure, assignment of inventions, non-disparagement, non-competition, or non-solicitation or any other restrictive covenants.

20. Interpretation. Titles and headings to Sections hereof are for the purpose of reference only and shall in no way limit, define or otherwise affect the provisions hereof. The word “or” as used herein is not exclusive and is deemed to have the meaning “and/or.” The words “herein”, “hereof”, “hereunder” and other compounds of the word “here” shall refer to the entire Agreement and not to any particular provision hereof. Unless the context requires otherwise, all references herein to a law, agreement, instrument or other document shall be deemed to refer to such law, agreement, instrument or other document as amended, supplemented, modified and restated from time to time to the extent permitted by the provisions thereof. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation”, “but not limited to”, or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed against any Party, whether under any rule of construction or otherwise. This Agreement has been reviewed by each of the Parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the Parties.

[Signatures begin on the following page]

A-7

The Parties have executed this Agreement as of the date(s) set forth beneath their signatures below.


EAGLEROCK LAND, LLC

By:
Name:
Title:
Date:

[EMPLOYEE NAME]



Date:

Signature Page to Separation and General Release Agreement

Schedule I

Subject to the terms and conditions of this Agreement and the Change in Control Severance Plan, Employee shall be entitled to receive the following Change in Control Severance:

(a) Cash Severance Payment. A lump sum cash payment of $[•], which is equal to Employee’s Severance Multiplier multiplied by Employee’s annual base salary amount in effect on the Termination Date (or, if Employee separates from service prior to the Change in Control, at the time of Employee’s separation from service).

(b) Unpaid Prior-Year Bonus. Payment of Employee’s earned but unpaid annual bonus, if any, for the fiscal year of the Company preceding the fiscal year in which the Termination Date occurs, payable on the date when bonuses for such fiscal year are otherwise paid to the Company’s executives, but in all events within the fiscal year that includes the Termination Date. The amount of this lump sum cash payment is $[•].

(c) Bonus Severance Payment. A lump sum cash payment of $[•], which is equal to Employee’s Severance Multiplier multiplied by the greater of (x) Employee’s target annual cash bonus for the fiscal year in which the Termination Date occurs or (y) Employee’s Lookback Bonus Amount.

(d) Pro-Rata Bonus. A lump sum cash payment of $[•], which is equal to a pro-rata portion of the greater of (x) Employee’s target annual cash bonus for the fiscal year in which the Termination Date occurs or (y) Employee’s Lookback Bonus Amount, in each case, pro-rated based on the number of days Employee was employed during the fiscal year in which the Termination Date occurs (or, if Employee separates from service prior to the Change in Control, the fiscal year in which Employee’s separation from service occurred).

(e) COBRA. If Employee elects to continue coverage for Employee and Employee’s spouse and eligible dependents, if any, under the Company’s group health plans pursuant to COBRA, then the Company shall provide Employee with a lump-sum cash payment of $[•], which is equal to (i) Employee’s COBRA Multiplier times (ii) the CIC COBRA Benefit. Notwithstanding the foregoing, if the provision of the benefits described in this paragraph cannot be provided in the manner described above without penalty, tax, or other adverse impact on the Company, then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide substantially equivalent benefits to Employee without such adverse impact on the Company.

The sum of the payments referred to above in (a)-(e) is equal to $[•], which shall be paid as soon as practicable following the expiration of the applicable revocation period (if any), but in no event later than ten (10) days following the end of such revocation period, subject to Section 409A.

Schedule I to Separation and General Release Agreement

EXHIBIT A

[OWBPA Disclosure]

[OWBPA disclosure information to be inserted]

The following is a listing of the ages and job titles of executives in the decisional unit who were, and were not, selected for layoff (and, if selected for layoff, were thus offered the opportunity to receive a severance payment in exchange for a release of claims):

APPENDIX B

FORM OF PARTICIPATION AGREEMENT

EAGLEROCK LAND, LLC

CHANGE IN CONTROL SEVERANCE PLAN

PARTICIPATION AGREEMENT

[•], 2026

[Participant]

Re:	Participation Agreement – EagleRock Land, LLC (the “Company”) Change in Control Severance Plan

Dear [Participant]:

We are pleased to inform you that you have been designated as eligible to participate in the EagleRock Land, LLC Change in Control Severance Plan (as it may be amended from time to time, the “Plan”). Your participation in the Plan is subject to the terms and conditions of the Plan and your execution and delivery of this agreement, which constitutes a Participation Agreement (as defined in the Plan). A copy of the Plan is attached hereto as Annex A and is incorporated herein and deemed to be part of this Participation Agreement for all purposes. The Plan provides severance payments and benefits in connection with a participant’s Qualifying Termination.

You acknowledge that receipt of payments and benefits following a Qualifying Termination under the Plan is contingent upon your execution of a general release of claims at the time of such Qualifying Termination. You further acknowledge and agree that (i) you have fully read, understand and voluntarily enter into this Participation Agreement and (ii) you have had a sufficient opportunity to consult with your personal tax, financial planning advisor and attorney about the tax, financial and legal consequences of your participation in the Plan before signing this Participation Agreement.

Pursuant to the Plan, this Participation Agreement designates the following multipliers to your Change in Control Severance:

Severance Multiplier: [•]

COBRA Multiplier: [•]

Unless otherwise defined herein, capitalized terms used in this Participation Agreement shall have the meanings set forth in the Plan. This Participation Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. This Agreement, including the Plan, shall be binding on the executors, heirs, administrators, successors and assigns of the participant and the successors and assigns of the Company and shall inure to the benefit of the respective executors, heirs, administrators, successors and assigns of the Company.

B-1

Please execute this Participation Agreement in the space provided below and send a fully executed copy to [•] no later than [•] days following the date of this letter.


Sincerely,

EAGLEROCK LAND, LLC

By:
Name:		[•]
Title:		[•]


AGREED AND ACCEPTED this ____ day of ______, 2026 by:


		[Participant]

B-2

Exhibit 10.11

CONTRIBUTION AND ASSIGNMENT AGREEMENT

BY AND AMONG

EAGLEROCK LAND, LLC,

EAGLEROCK LAND OPERATING, LLC,

LEA & EDDY HOLDINGS, LLC,

DOUBLE EAGLE IV MIDCO, LLC,

OWL EXPLORATION, L.L.C.,

SHALLOW VALLEY LAND, LLC,

CACTUS ENERGY, INC.,

ABYSS INC.,

MARK T. DEHLINGER,

AND

RICHARD H. COATS

May 4, 2026

TABLE OF CONTENTS


Article I Mergers, Contributions and Assignments		6

Section 1.01	Initial Contributions and Assignments	6
Section 1.02	Multi-Survivor Mergers	6
Section 1.03	PubCo Cash Contributions	6
Section 1.04	HoldCo Contributions	7

Article II Contributors’ Representations and Warranties		9

Section 2.01	Organization and Qualification	9
Section 2.02	Authority; Capitalization	10
Section 2.03	Title to Real Property	11
Section 2.04	Title to Personal Property	12
Section 2.05	No Brokers Fees	12
Section 2.06	No Pending or Threatened Action or Proceeding	13
Section 2.07	Non-Contravention	13
Section 2.08	Compliance with Laws; Permits	13
Section 2.09	Taxes	14
Section 2.10	Material Contracts	14
Section 2.11	Indebtedness & Undisclosed Liabilities	15
Section 2.12	No Material Adverse Change	15
Section 2.13	Environmental	15
Section 2.14	Financial Statements	15
Section 2.15	Water Wells; SWDs	16
Section 2.16	Sufficiency of Assets	17
Section 2.17	Affiliate Relationships	17
Section 2.18	S-1 Information	17
Section 2.19	Private Placement	17
Section 2.20	Bank Accounts; Powers of Attorney	18
Section 2.21	No Implied Representations	18

Article III Covenants		18

Section 3.01	Interim Operating Covenants	18
Section 3.02	Regulatory Approvals	20
Section 3.03	Public Announcements	21
Section 3.04	Commercially Reasonable Efforts; Further Assurances	21
Section 3.05	Books and Records	21
Section 3.06	Tax Matters	22
Section 3.07	Access	24
Section 3.08	Damage Recovery	25
Section 3.09	Designated Committee	25
Section 3.10	Expenses	26
Section 3.11	Additional Flow Easements	27
Section 3.12	Bank Account Cooperation	28
Section 3.13	Insurance Cooperation	28


Section 3.14	Specified Transfers	29
Section 3.15	Payment of PubCo Cash Amounts	29
Section 3.16	Wrong Pocket	29

Article IV Conditions Precedent to Closing; Closing		30

Section 4.01	Mutual Conditions Precedent	30
Section 4.02	Closing Documents	31
Section 4.03	Closing	32

Article V Termination		32

Section 5.01	Termination	32
Section 5.02	Effect of Termination	33

Article VI Survival; Damages Limitations		34

Section 6.01	Survival	34
Section 6.02	Damages Waiver	34

Article VII Obligations to Indemnify		35

Section 7.01	Contributors’ Indemnification Obligations	35
Section 7.02	Claims Process	35
Section 7.03	Limitations on Indemnification	36
Section 7.04	Satisfaction of Claims	37
Section 7.05	Exclusive Remedy	38

Article VIII Miscellaneous		38

Section 8.01	Notices	38
Section 8.02	Interpretation	38
Section 8.03	Dispute Resolution	39
Section 8.04	Defined Terms	40
Section 8.05	Further Assurances	40
Section 8.06	Governing Law	40
Section 8.07	Entire Agreement	40
Section 8.08	Successors and Assigns	40
Section 8.09	Amendments	40
Section 8.10	Severability	40
Section 8.11	Counterparts	40
Section 8.12	Compliance with Laws and Regulations	40
Section 8.13	No Third Party Beneficiaries	40
Section 8.14	Time of Essence	41
Section 8.15	Waiver	41
Section 8.16	Lea & Eddy Representation	41


ANNEXES:
Annex A	-	Definitions

EXHIBITS:
Exhibit A	-	Form of Section 1.01 Contribution Agreement
Exhibit B	-	Form of Merger Agreement
Exhibit C	-	Form of Section 1.03 Contribution Agreement
Exhibit D	-	Form of TCW Debt Agreement
Exhibit E	-	Form of Shallow Valley Entities Merger Agreement


SCHEDULES:
Schedule I	-	Dehlinger Contributed Assets
Schedule II	-	Coats Contributed Assets
Schedule III	-	Abyss Contributed Assets
Schedule IV	-	Cactus Contributed Assets
Schedule V	-	Shallow Valley Contributed Assets
Schedule VI	-	OWL Contributed Assets
Schedule VII	-	Lea & Eddy Contributed Entities
Schedule VIII	-	Contributor Percentage Interests
Lea & Eddy Disclosure Schedules
Double Eagle Disclosure Schedules
Shallow Valley Disclosure Schedules
Schedule 3.01(a)	-	Assigned Employment Agreements
Schedule 3.11	-	Additional Flow Easements
Schedule 7.03(a)	-	Limitations on Indemnification
Schedule 8.16	-	Lea & Eddy Representation

iii

CONTRIBUTION AND ASSIGNMENT AGREEMENT

THIS CONTRIBUTION AND ASSIGNMENT AGREEMENT (this “Agreement”), dated as of May 4, 2026, is entered into by and among EagleRock Land, LLC, a Texas limited liability company (“PubCo”), EagleRock Land Operating, LLC, a Texas limited liability company (“OpCo”), Lea & Eddy Holdings, LLC, a Texas limited liability company (“Lea & Eddy”), Double Eagle IV Midco, LLC, a Delaware limited liability company (“Double Eagle”), OWL Exploration, L.L.C., a Texas limited liability company (“OWL”), Shallow Valley Land, LLC, a Texas limited liability company (“Shallow Valley”), Cactus Energy, Inc., a Texas corporation (“Cactus”), Abyss Inc., a Texas corporation (“Abyss”), Mark T. Dehlinger, an individual residing in Midland County, Texas (“Dehlinger”), and Richard H. Coats, an individual residing in Midland County, Texas (“Coats” and, collectively with OWL, Shallow Valley, Cactus, Abyss and Dehlinger, the “Shallow Valley Owners”, and, the Shallow Valley Owners collectively with Lea & Eddy and Double Eagle, the “Contributors” and, the Contributors collectively with PubCo and OpCo, the “Parties” and each, individually, a “Party”).

RECITALS

WHEREAS, the Parties desire to combine their respective businesses into OpCo and to pursue an initial public offering of the Class A shares representing limited liability company interests (“Class A Shares”) of PubCo (the “IPO”);

WHEREAS, the Parties desire to enter into this Agreement in order to govern the transactions to effect such combination and such IPO;

WHEREAS, as part of such combination, the Parties desire to complete the steps described in the following recitals in substantially the order described;

WHEREAS, at least one day prior to the Closing Date, Dehlinger shall form MD EagleRock HoldCo, LLC, a Texas limited liability company (“MD HoldCo”) and, in exchange for the issuance to Dehlinger of all of the equity interests in MD HoldCo, Dehlinger shall contribute all of his right, title and interest in certain assets set forth on Schedule I (the “Dehlinger Contributed Assets”) to MD HoldCo (the “Dehlinger MD HoldCo Contribution”), which will be effected pursuant to the terms of a contribution agreement substantially in the form attached as Exhibit A (the “Form of Section 1.01 Contribution Agreement”);

WHEREAS, at least one day prior to the date of the OWL Merger Agreement (as defined below), Coats shall form OWL EagleRock HoldCo, LLC, a Texas limited liability company (“OWL HoldCo”) and, in exchange for the issuance to Coats of all of the equity interests in OWL HoldCo, Coats shall contribute all of his right, title and interest in certain assets set forth on Schedule II (the “Coats Contributed Assets”) to OWL HoldCo (the “Coats OWL HoldCo Contribution”), which will be effected pursuant to the terms of the Form of Section 1.01 Contribution Agreement;

WHEREAS, (a) at least one day prior to the date of the Shallow Valley Merger Agreement (as defined below), Shallow Valley shall form Shallow Valley EagleRock HoldCo, LLC, a Texas limited liability company (“Shallow Valley HoldCo”), as a wholly owned subsidiary, (b) at least one day prior to the date of the Cactus Merger Agreement (as defined below), Cactus shall form Cactus EagleRock HoldCo, LLC, a Texas limited liability company (“Cactus HoldCo”) as a wholly owned subsidiary, and (c) at least one day prior to the date of the Abyss Merger Agreement (as defined below), Abyss shall form Abyss EagleRock HoldCo, LLC, a Texas limited liability company (“Abyss HoldCo”), as a wholly owned subsidiary;

WHEREAS, at least one day prior to the Closing Date, PubCo shall form each of EagleRock Merger Sub 1, LLC, a Delaware limited liability company (“TCW Merger Sub 1”) and EagleRock Merger Sub 2, LLC, a Delaware limited liability company (“TCW Merger Sub 2” and, together with TCW Merger Sub 1, the “TCW Merger Subs”);

WHEREAS, one Business Day prior to the Closing Date, Abyss shall undergo a multi-survivor merger with Abyss HoldCo, pursuant to which both entities shall survive, with Abyss HoldCo surviving as a wholly owned subsidiary of Abyss (the “Abyss Merger”) and holding all of the assets set forth on Schedule III that Abyss held immediately prior to the Abyss Merger, other than the Retained Assets (as defined in the Abyss Merger Agreement) (the “Abyss Contributed Assets”), all pursuant to an Agreement and Plan of Merger to be entered into by and between Abyss and Abyss HoldCo one Business Day prior to the Closing (the “Abyss Merger Agreement”);

WHEREAS, one Business Day prior to the Closing Date, Cactus shall undergo a multi-survivor merger with Cactus HoldCo, pursuant to which both entities shall survive, with Cactus HoldCo surviving as a wholly owned subsidiary of Cactus (the “Cactus Merger”) and holding all of the assets set forth on Schedule IV that Cactus held immediately prior to the Cactus Merger, other than the Retained Assets (as defined in the Cactus Merger Agreement) (the “Cactus Contributed Assets”), all pursuant to an Agreement and Plan of Merger to be entered into by and between Cactus and Cactus HoldCo one Business Day prior to the Closing (the “Cactus Merger Agreement”);

WHEREAS, one Business Day prior to the Closing Date, Shallow Valley shall undergo a multi-survivor merger with Shallow Valley HoldCo, pursuant to which both entities shall survive, with Shallow Valley HoldCo surviving as a wholly owned subsidiary of Shallow Valley (the “Shallow Valley Merger”) and holding all of the assets set forth on Schedule V that Shallow Valley held immediately prior to the Shallow Valley Merger, other than the Retained Assets (as defined in the Shallow Valley Merger Agreement) (the “Shallow Valley Contributed Assets”), all pursuant to an Agreement and Plan of Merger to be entered into by and between Shallow Valley and Shallow Valley HoldCo one Business Day prior to the Closing (the “Shallow Valley Merger Agreement”);

WHEREAS, one Business Day prior to the Closing Date, OWL shall undergo a multi-survivor merger with OWL HoldCo, pursuant to which both entities shall survive, with OWL HoldCo surviving as a subsidiary of OWL and Coats (the “OWL Merger”) and holding all of the assets set forth on Schedule VI (Schedules I – VI, inclusive, are sometimes collectively referred to as the “Contributed Assets Schedules” and singularly as a “Contributed Assets Schedule”) that OWL and OWL HoldCo held immediately prior to the OWL Merger, other than the Retained Assets (as defined in the OWL Merger Agreement) (the “OWL Contributed Assets”), all pursuant to an Agreement and Plan of Merger to be entered into by and between OWL, Coats and OWL HoldCo one Business Day prior to the Closing (the “OWL Merger Agreement,” and together with the Abyss Merger Agreement, the Cactus Merger Agreement, and the Shallow Valley Merger Agreement, the “Merger Agreements”, all of which shall be in substantially the form attached as Exhibit B);

WHEREAS, at Closing: (a) Lea & Eddy shall contribute the Lea & Eddy PubCo Cash Amount in immediately available funds to PubCo (the “Lea & Eddy PubCo Cash Contribution”) in exchange for the Lea & Eddy PubCo Shares Amount (the “Lea & Eddy PubCo Shares”); (b) Abyss shall contribute the Abyss PubCo Cash Amount in immediately available funds to PubCo (the “Abyss PubCo Cash Contribution”) in exchange for the Abyss PubCo Shares Amount (the “Abyss PubCo Shares”); (c) Cactus shall contribute the Cactus PubCo Cash Amount in immediately available funds to PubCo (the “Cactus PubCo Cash Contribution”) in exchange for the Cactus PubCo Shares Amount (the “Cactus PubCo Shares”); (d) Shallow Valley shall contribute the Shallow Valley PubCo Cash Amount in immediately available funds to PubCo (the “Shallow Valley PubCo Cash Contribution”) in exchange for the Shallow Valley PubCo Shares Amount (the “Shallow Valley PubCo Shares”); (e) OWL shall contribute the OWL PubCo Cash Amount in immediately available funds to PubCo (the “OWL PubCo Cash Contribution”) in exchange for the OWL PubCo Shares Amount (the “OWL PubCo Shares”); (f) Coats shall contribute the Coats PubCo Cash Amount in immediately available funds to PubCo (the “Coats PubCo Cash Contribution”) in exchange for the Coats PubCo Shares Amount (the “Coats PubCo Shares”); (g) Dehlinger shall contribute the Dehlinger PubCo Cash Amount in immediately available funds to PubCo (the “Dehlinger PubCo Cash Contribution”) in exchange for the Dehlinger PubCo Shares Amount (the “Dehlinger PubCo Shares”); and (h) Double Eagle shall contribute the Double Eagle PubCo Cash Amount in immediately available funds to PubCo (the “Double Eagle PubCo Cash Contribution” and, collectively with the Lea & Eddy PubCo Cash Contribution, the Abyss PubCo Cash Contribution, the Cactus PubCo Cash Contribution, the Shallow Valley PubCo Cash Contribution, the OWL PubCo Cash Contribution, the Coats PubCo Cash Contribution, and the Dehlinger PubCo Cash Contribution, the “PubCo Cash Contributions”) in exchange for the Double Eagle PubCo Shares Amount (the “Double Eagle PubCo Shares” and, collectively with the Lea & Eddy PubCo Shares, the Abyss PubCo Shares, the Cactus PubCo Shares, the Shallow Valley PubCo Shares, the OWL PubCo Shares, the Coats PubCo Shares and the Dehlinger PubCo Shares, the “PubCo Shares”), which, in each case, will be effected pursuant to the terms of a contribution agreement substantially in the form attached as Exhibit C (the “Form of Section 1.03 Contribution Agreement”);

WHEREAS, simultaneously at Closing: (a) Cactus shall contribute all of its equity interests in Cactus HoldCo to OpCo (the “Cactus HoldCo Contribution”) in exchange for the Cactus OpCo Unit Amount (the “Cactus OpCo Units”); (b) Shallow Valley shall contribute all of its equity interests in Shallow Valley HoldCo to OpCo (the “Shallow Valley HoldCo Contribution”) in exchange for the Shallow Valley OpCo Unit Amount (the “Shallow Valley OpCo Units”); and (c) Coats shall contribute all of his equity interests in OWL HoldCo to OpCo (the “Coats HoldCo Contribution”) in exchange for the Coats OpCo Unit Amount (the “Coats OpCo Units”);

WHEREAS, at Closing, OWL shall contribute all of its equity interests in OWL HoldCo to OpCo (the “OWL HoldCo Contribution”) in exchange for the OWL OpCo Unit Amount (the “OWL OpCo Units”);

WHEREAS, simultaneously at Closing, (a) Abyss shall contribute all of its equity interests in Abyss HoldCo to OpCo (the “Abyss HoldCo Contribution”) in exchange for the Abyss OpCo Unit Amount (the “Abyss OpCo Units”); and (b) Dehlinger shall contribute all of his equity interests in MD HoldCo to OpCo (the “MD HoldCo Contribution” and, collectively with the Cactus HoldCo Contribution, the Shallow Valley HoldCo Contribution, the Coats HoldCo Contribution, the OWL HoldCo Contribution and the Abyss HoldCo Contribution, the “HoldCo Contributions”) in exchange for the Dehlinger OpCo Unit Amount (the “Dehlinger OpCo Units”);

WHEREAS, at Closing, Lea & Eddy shall contribute all of its equity interests in its subsidiaries (which for the avoidance of doubt, does not include Hydrosource Logistics, which will no longer be a subsidiary of Lea & Eddy at this point in time), including those set forth on Schedule VII (the “Lea & Eddy Contributed Entities”), to OpCo (the “Lea & Eddy Subsidiaries Contribution”) in exchange for (a) the Lea & Eddy OpCo Unit Amount (the “Lea & Eddy OpCo Units”); and (b) the agreement by OpCo that the TCW Debt and of the liabilities and obligations under the TCW Debt shall remain liabilities and obligations of the Lea & Eddy Contributed Entities, with OpCo providing a limited recourse guaranty of the TCW Debt (such agreement and guaranty as further described in and effected pursuant to the terms of that certain Sixth Amendment to the Financing Agreement, by and among, Lea & Eddy, Hydrosource Logistics, Desert Ram Holdings, LLC, Accelerated Water Resources, LLC, the other loan parties party thereto, TCW Asset Management Company LLC, as Agent, and the other lenders party thereto, dated as of the date hereof, and substantially in the form attached as Exhibit D, the (“TCW Debt Agreement”);

WHEREAS, at Closing, Double Eagle shall contribute all of its equity interests in DE IV Flow, LLC, a Delaware limited liability company (“Flow”), to OpCo (the “Flow Contribution”) in exchange for the Double Eagle OpCo Unit Amount (the “Double Eagle OpCo Units” and, collectively with the Cactus OpCo Units, the Shallow Valley OpCo Units, the Coats OpCo Units, the OWL OpCo Units, the Abyss OpCo Units, the Dehlinger OpCo Units and the Lea & Eddy OpCo Units, the “Contributor OpCo Units”);

WHEREAS, pursuant to a Warrant Exercise Agreement (the “Warrant Exercise Agreement”) to be entered into contemporaneously herewith among the EagleRock Entities, each holder of warrants to purchase equity interests in Lea & Eddy (such warrants, the “Lea & Eddy Warrants” and such holders, the “TCW Entities”), including certain funds and accounts managed by TCW Asset Management Company LLC (“TCW”) and Lea & Eddy: (a) the TCW Entities shall forfeit and cancel certain of such Lea & Eddy Warrants (the “TCW Forfeited Warrants”); (b) the TCW Entities shall exercise certain of such Lea & Eddy Warrants not so forfeited (the “TCW Remaining Warrants”) in exchange for equity interests of Lea & Eddy; and (c) Lea & Eddy shall distribute to the TCW Entities the number of Lea & Eddy OpCo Units and Class B shares representing limited liability company interests (“Class B Shares”) of PubCo provided for in the Warrant Exercise Agreement in complete redemption of their equity interests in Lea & Eddy (the “TCW Warrant Transactions”);

WHEREAS, pursuant to separate agreements and plans of merger (the “TCW Blocker Merger Agreements”) to be entered into at the Closing among PubCo, the TCW Merger Subs and TCW DL HDR LLC, a Delaware limited liability company (“TCW Blocker 1”), and TCW DL HDR-S LLC, a Delaware limited liability company (“TCW Blocker 2” and, together with TCW Blocker 1, the “TCW Blockers”), TCW Merger Sub 1 and TCW Merger Sub 2 shall merge with and into TCW Blocker 1 and TCW Blocker 2, respectively, with each of the TCW Blockers surviving such mergers as wholly owned subsidiaries of PubCo (the “TCW Blocker Mergers”), and in connection therewith, (a) the holders of the TCW Blockers shall exchange their interests in the TCW Blockers for Class A Shares and (b) PubCo shall cancel the Class B Shares held by the TCW Blockers (the “TCW Blocker Class B Cancellation”);

WHEREAS, at Closing, various public investors shall contribute immediately available funds to PubCo (the “IPO Cash Contribution”) in exchange for a number of Class A Shares pursuant to the terms of an underwriting agreement (such agreement, the “Underwriting Agreement”);

WHEREAS, at Closing, PubCo shall contribute to OpCo the net cash proceeds resulting from the IPO Cash Contribution (the “PubCo OpCo Cash Contribution”) in exchange for a number of OpCo Units equal to the number of Class A Shares issued to the public in the IPO (the “OpCo IPO Cash Contribution Units”);

WHEREAS, OpCo shall (a) use a portion of the PubCo OpCo Cash Contribution to repay the obligations under the TCW Debt on or about 30 days after the date of the IPO (the “TCW Debt Repayment”); (b) retain a portion of the PubCo OpCo Cash Contribution for general corporate purposes; (c) use a portion of the PubCo OpCo Cash Contribution to pay the transaction expenses incurred in connection with the IPO (the “Transaction Expenses Payment”); and (d) reimburse the applicable Contributors pursuant to Section 3.10(b) and Section 3.10(c); and

WHEREAS, following the Closing, each of Abyss HoldCo, Cactus HoldCo, OWL HoldCo and MD HoldCo shall undergo a merger with Shallow Valley HoldCo, with Shallow Valley HoldCo as the surviving entity (the “Shallow Valley Entities Merger”), all pursuant to an Agreement and Plan of Merger, to be entered into by and among Abyss HoldCo, Cactus HoldCo, OWL HoldCo, MD HoldCo and Shallow Valley HoldCo and in substantially the form attached as Exhibit E (the “Shallow Valley Entities Merger Agreement”).

NOW THEREFORE, in consideration of the mutual agreements, covenants and conditions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

AGREEMENTS

ARTICLE I

MERGERS, CONTRIBUTIONS AND ASSIGNMENTS

Section 1.01 Initial Contributions and Assignments.

(a) On the terms and subject to the conditions of this Agreement, at least one day prior to the Closing Date, Dehlinger shall effect the Dehlinger MD HoldCo Contribution pursuant to the Form of Section 1.01 Contribution Agreement, duly executed by (i) Dehlinger on behalf of himself and (ii) Dehlinger on behalf of MD HoldCo.

(b) On the terms and subject to the conditions of this Agreement, at least one day prior to the Closing Date, Coats shall effect the Coats OWL HoldCo Contribution pursuant to the Form of Section 1.01 Contribution Agreement, duly executed by (i) Coats on behalf of himself and (ii) Coats on behalf of OWL HoldCo.

Section 1.02 Multi-Survivor Mergers.

(a) On the terms and subject to the conditions of this Agreement, on the Business Day immediately prior to the Closing Date, Abyss shall, and shall cause Abyss HoldCo to, enter into and consummate the Abyss Merger on the terms and conditions set forth in the Abyss Merger Agreement.

(b) On the terms and subject to the conditions of this Agreement, on the Business Day immediately prior to the Closing Date, Cactus shall, and shall cause Cactus HoldCo to, enter into and consummate the Cactus Merger on the terms and conditions set forth in the Cactus Merger Agreement.

(c) On the terms and subject to the conditions of this Agreement, on the Business Day immediately prior to the Closing Date, Shallow Valley shall, and shall cause Shallow Valley HoldCo to, enter into and consummate the Shallow Valley Merger on the terms and conditions set forth in the Shallow Valley Merger Agreement.

(d) On the terms and subject to the conditions of this Agreement, on the Business Day immediately prior to the Closing Date, OWL shall (together with Coats) cause OWL HoldCo to, enter into and consummate the OWL Merger on the terms and conditions set forth in the OWL Merger Agreement.

Section 1.03 PubCo Cash Contributions.

(a) On the terms and subject to the conditions of this Agreement, simultaneously at the Closing, Lea & Eddy shall make the Lea & Eddy PubCo Cash Contribution pursuant to the Form of Section 1.03 Contribution Agreement, and PubCo shall issue to Lea & Eddy the Lea & Eddy PubCo Shares in exchange therefor.

(b) On the terms and subject to the conditions of this Agreement, simultaneously at the Closing, Abyss shall make the Abyss PubCo Cash Contribution to PubCo pursuant to the Form of Section 1.03 Contribution Agreement, and PubCo shall issue to Abyss the Abyss PubCo Shares in exchange therefor.

(c) On the terms and subject to the conditions of this Agreement, simultaneously at the Closing, Cactus shall make the Cactus PubCo Cash Contribution to PubCo pursuant to the Form of Section 1.03 Contribution Agreement, and PubCo shall issue to Cactus the Cactus PubCo Shares in exchange therefor.

(d) On the terms and subject to the conditions of this Agreement, simultaneously at the Closing, Shallow Valley shall make the Shallow Valley PubCo Cash Contribution to PubCo pursuant to the Form of Section 1.03 Contribution Agreement, and PubCo shall issue to Shallow Valley the Shallow Valley PubCo Shares in exchange therefor.

(e) On the terms and subject to the conditions of this Agreement, simultaneously at the Closing, OWL shall make the OWL PubCo Cash Contribution to PubCo pursuant to the Form of Section 1.03 Contribution Agreement, and PubCo shall issue to OWL the OWL PubCo Shares in exchange therefor.

(f) On the terms and subject to the conditions of this Agreement, simultaneously at the Closing, Coats shall make the Coats PubCo Cash Contribution to PubCo pursuant to the Form of Section 1.03 Contribution Agreement, and PubCo shall issue to Coats the Coats PubCo Shares in exchange therefor.

(g) On the terms and subject to the conditions of this Agreement, simultaneously at the Closing, Dehlinger shall make the Dehlinger PubCo Cash Contribution to PubCo pursuant to the Form of Section 1.03 Contribution Agreement, and PubCo shall issue to Dehlinger the Dehlinger PubCo Shares in exchange therefor.

(H) On the terms and subject to the conditions of this Agreement, simultaneously at the Closing, Double Eagle shall make the Double Eagle PubCo Cash Contribution to PubCo pursuant to the Form of Section 1.03 Contribution Agreement, and PubCo shall issue to Double Eagle the Double Eagle PubCo Shares in exchange therefor.

Section 1.04 HoldCo Contributions.

(a) On the terms and subject to the conditions of this Agreement, simultaneously at the Closing and immediately following the PubCo Cash Contributions, (i) Cactus shall make the Cactus HoldCo Contribution to OpCo in exchange for the issuance of the Cactus OpCo Units to Cactus; (ii) Shallow Valley shall make the Shallow Valley HoldCo Contribution to OpCo in exchange for the issuance of the Shallow Valley OpCo Units to Shallow Valley; and (iii) Coats shall make the Coats HoldCo Contribution to OpCo in exchange for the issuance of the Coats OpCo Units to Coats.

(b) On the terms and subject to the conditions of this Agreement, at the Closing and immediately following the transactions contemplated in Section 1.04(a), OWL shall make the OWL HoldCo Contribution to OpCo in exchange for the issuance of the OWL OpCo Units to OWL.

(c) On the terms and subject to the conditions of this Agreement, simultaneously at the Closing and immediately following the transactions contemplated in Section 1.04(b), (i) Abyss shall make the Abyss HoldCo Contribution to OpCo in exchange for the issuance of the Abyss OpCo Units to Abyss; and (ii) Dehlinger shall make the MD HoldCo Contribution to OpCo in exchange for the issuance of the Dehlinger OpCo Units to Dehlinger.

(d) On the terms and subject to the conditions of this Agreement, simultaneously at the Closing and immediately following the transactions contemplated in Section 1.04(c), Lea & Eddy shall make the Lea & Eddy Subsidiaries Contribution to OpCo in exchange for (i) the issuance of the Lea & Eddy OpCo Units to Lea & Eddy and (ii) the TCW Debt Agreement.

(e) On the terms and subject to the conditions of this Agreement, at the Closing and immediately following the transactions contemplated in Section 1.04(d), Double Eagle shall make the Flow Contribution to OpCo in exchange for the issuance of the Double Eagle OpCo Units to Double Eagle.

Section 1.05 TCW Warrant Transactions. At Closing and immediately after the transactions contemplated in Section 1.04(e), Lea & Eddy shall, and shall cause TCW and the TCW Entities to, and the EagleRock Entities shall, consummate the TCW Warrant Transactions pursuant to the Warrant Exercise Agreement. However, for convenience, in lieu of completing the transactions contemplated by clauses (b) and (c) of the definition of TCW Warrant Transactions, OpCo and PubCo, as applicable, will directly issue to the TCW Entities the number of Lea & Eddy OpCo Units and Class B Shares, respectively, provided for in the Warrant Exercise Agreement.

Section 1.06 TCW Blocker Mergers.

(a) At the Closing, PubCo shall, and shall cause the TCW Merger Subs to, enter into and consummate the TCW Blocker Mergers on the terms and conditions set forth in the TCW Blocker Merger Agreements.

(b) In connection with the consummation of the TCW Blocker Mergers, PubCo shall consummate the TCW Blocker Class B Cancellation.

Section 1.07 Post-IPO Cash Contribution. Following the IPO Cash Contribution, (a) PubCo shall make the PubCo OpCo Cash Contribution to OpCo in exchange for the OpCo IPO Cash Contribution Units; and (b) OpCo shall (i) effect the TCW Debt Repayment; (ii) retain a portion of the PubCo OpCo Cash Contribution for general corporate purposes; (iii) effect the Transaction Expenses Payment; and (iv) reimburse the applicable Contributors pursuant to Section 3.10(b) and Section 3.10(c).

Section 1.08 Shallow Valley Entities Merger. On the terms and subject to the conditions of this Agreement, promptly following the IPO Cash Contribution, OpCo shall cause Abyss HoldCo, Cactus HoldCo, OWL HoldCo, MD HoldCo and Shallow Valley HoldCo to enter into and consummate the Shallow Valley Entities Merger on the terms and conditions set forth in the Shallow Valley Entities Merger Agreement.

ARTICLE II

CONTRIBUTORS’ REPRESENTATIONS AND WARRANTIES

Each Contributor, severally and not jointly, represents and warrants to each other Party as to itself and its Contributed Assets as follows (with each such representation and warranty being made as of the date of this Agreement and as of the Closing Date):

Section 2.01 Organization and Qualification.

(a) If such Contributor is a Person other than an individual, such Contributor is (i) a limited liability company or corporation, as applicable, duly formed, validly existing and in good standing under the laws of the State of its formation and (ii) duly qualified and licensed to do business in each state or other jurisdiction in which the assets owned, leased or operated by it, the nature of the business conducted by it or in which the actions required to be performed by it hereunder or under any other Transaction Document, makes such qualification or licensing necessary, except in the case of this clause (ii) where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on such Contributor’s ability to perform its obligations under, or to consummate the transactions contemplated by, this Agreement or any other Transaction Document, in accordance with the terms hereof and thereof.

(b) If such Contributor is an individual, he is duly qualified and licensed to do business in each state or other jurisdiction in which the assets owned, leased or operated by him, the nature of the business conducted by him or in which the actions required to be performed by him hereunder or under any other Transaction Document, makes such qualification or licensing necessary, except in the case where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on such Contributor’s ability to perform his obligations under, or to consummate the transactions contemplated by, this Agreement or any other Transaction Document, in accordance with the terms hereof and thereof.

(c) Each Contributed Entity is (i) a limited liability company or a corporation, as applicable, duly formed, validly existing and in good standing under the laws of the State of its formation and (ii) duly qualified and licensed to do business in each state or other jurisdiction in which the assets owned, leased or operated by it, the nature of the business conducted by it or in which the actions required to be performed by it hereunder or under any Transaction Document, makes such qualification or licensing necessary, except in the case of this clause (ii) where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on (x) such Contributed Entity’s ability to carry on its business as currently conducted or as proposed to be conducted as described in the PubCo S-1 or (y) the ability of the applicable Contributor to contribute such Contributed Entity in accordance with its obligations under this Agreement.

Section 2.02 Authority; Capitalization.

(a) If such Contributor is a Person other than an individual, such Contributor has, as applicable, the limited liability company or corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which it is or will be a party, and to carry out its obligations under this Agreement and each such other Transaction Document to which it is or will be a party. Further (a) the execution, delivery and performance of this Agreement and each other Transaction Document to which it is or will be a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized and approved by all requisite limited liability company or corporate action of such Contributor, (b) except as have been or will be obtained prior to the Closing, no other limited liability company or corporate, as applicable, act or proceeding on the part of such Contributor or its shareholders, stockholders, members or other equity holders is necessary to authorize the execution, delivery or performance of this Agreement or any such other Transaction Document or the transactions contemplated hereby or thereby and (c) assuming the due authorization and valid execution and delivery by the other applicable parties hereto and thereto, this Agreement and each such other Transaction Document to which such Contributor is or will be a party is or will be a legal, valid, binding and enforceable obligation of such Contributor, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereinafter in effect relating to creditors’ rights generally, general equity principles (whether considered in a Proceeding in equity or at Law) and consideration of public policy (the “Enforceability Exceptions”).

(b) If such Contributor is an individual, such Contributor is a natural person and has the requisite legal capacity to validly execute and deliver this Agreement and the other Transaction Documents to which such Contributor is or will be a party and to perform such Contributor’s obligations in accordance with the terms hereof and thereof.

(c) Immediately following the consummation of the HoldCo Contributions in accordance with and pursuant to this Agreement, PubCo will, directly or indirectly, own, hold and control all of the shares of capital stock, membership interests or other equity interests, as applicable (“Equity Interests”), of such Contributor’s Contributed Entities free from any Encumbrances, and none of such Contributed Entities has outstanding any securities, rights or claims that are convertible into, exercisable for or otherwise represent a contingent or other right to own, hold or receive, any Equity Interests in any such Contributed Entity.

(d) The (i) authorized and (ii) outstanding Equity Interests of each Contributed Entity of such Contributor are set forth on Schedule 2.02(d) of the Disclosure Schedules. None of the outstanding Equity Interests of the Contributed Entities of such Contributor are certificated.

(e) The outstanding Equity Interests of each Contributed Entity of such Contributor, collectively, consist solely of the Contributed Interests. All outstanding Equity Interests of each Contributed Entity of such Contributor are duly authorized and validly issued, and were issued in compliance with applicable Laws. Except for the Contributed Interests of such Contributor’s Contributed Entities, there are no outstanding (i) Equity Interests in any such Contributed Entities, (ii) Equity Interests of any Person convertible into or exchangeable or exercisable for Equity Interests in such Contributed Entities or (iii) subscriptions, options, warrants, calls, rights (including preemptive rights), equity appreciation, phantom equity, profit participation, redemption rights, commitments, understandings or agreements to which any of such Contributed Entities is a party or by which any such Contributed Entity is bound (or bound to grant, extend or enter into any of the foregoing).

(f) No Equity Interests of any Contributed Entity of such Contributor have been reserved for issuance or issued in violation of, and none are subject to, any preemptive rights, purchase or call options, drag along rights, tag-along rights, subscription rights, rights of first refusal or other similar rights. At the Closing, there will be no member agreement, stockholders agreement, irrevocable proxies, voting trust or other agreement or understanding relating to the voting of the Contributed Interests. There are, and there will be as of the Closing, no outstanding stock appreciation, phantom stock, profit participation or similar rights which are obligations of any Contributed Entity. There are no bonds, debentures, notes or other indebtedness of any such Contributed Entity having the right to vote or consent (or, convertible into, or exchangeable for, Equity Interests having the right to vote or consent) on any matters on which holders of any Contributed Interests may vote.

(g) Each Contributed Entity of such Contributor is wholly owned by Contributor or its Contributed Entities, in each case, free and clear of all Encumbrances, except for Encumbrances arising under federal and state securities Laws or the organizational documents of Contributor or one of its Contributed Entities. None of such Contributed Entities owns any Equity Interests or has any investments in, any Person that is not a Contributed Entity of such Contributor. There are no obligations, contingent or otherwise, of any Contributed Entity to provide funds to, or make any investment in (in the form of a loan, capital contribution or otherwise), or provide any guarantee with respect to the obligations of, any Person.

Section 2.03 Title to Real Property.

(a) With respect to such Contributor’s Contributed Assets constituting real property, such Contributor or such Contributed Entity, as applicable, has (i) good, valid and marketable title in fee simple to such owned real property (other than Rights of Way) and (ii) a valid, binding and enforceable leasehold interest or other valid and enforceable use rights in such leased properties (other than Rights of Way), except for Permitted Encumbrances.

(b) Reference is made to those Contracts pursuant to which any of such Contributor’s Contributed Assets that constitute leasehold or similar interests in real property are leased from the applicable fee simple owner or owners of such real property (each such Contract, and expressly including any and all modifications, amendments and supplements thereto and any assignments thereof, and waivers of any right thereunder, a “Real Property Lease” and collectively, “Real Property Leases”). With respect to each Real Property Lease: (i) such Real Property Lease is in full force and effect and is valid, binding and enforceable against such Contributor or its applicable Contributed Entity, and to such Contributor’s knowledge, the other party to such Real Property Lease, in accordance with its terms, except as may be limited by the Enforceability Exceptions; (ii) such Contributor or such Contributor’s applicable Contributed Entity is not in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default by such Contributor or Contributed Entity, or permit termination, modification, or acceleration under such Real Property Lease on account thereof; (iii) to such Contributor’s knowledge, no other party to any of such Real Property Leases is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default by such other party, or permit termination, modification or acceleration under any of such Real Property Leases nor has any other party repudiated any provision of any such Real Property Lease; and (iv) to such Contributor’s knowledge, no other party to any of such Real Property Leases is actively seeking to renegotiate,

terminate, initiate a dispute under or lessen the extent of their business conducted under, any of such Real Property Leases. There are no ongoing disputes under any Real Property Leases. With respect to any Contributed Assets of a Contributor that constitute leasehold interests in federal or state owned real property, the contribution of such leasehold interest pursuant to the terms of this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby is permitted, does not conflict with, violate, or result in a breach of or default or event of default under the related Real Property Lease and does not require any consent from the lessor or other counterparty pursuant to the applicable Real Property Lease (or from any other Person), or further action on the part of the EagleRock Entities or any of their Affiliates.

(c) Except as disclosed on Schedule 2.03(c) of the Disclosure Schedules, each Contributor, and each of such Contributor’s Contributed Entities, as applicable, has a good and valid easement ownership estate or other valid and enforceable use rights in the Rights of Way that are necessary for such Contributor or Contributed Entities, as applicable, to own, use or operate such Contributor’s Contributed Assets as such Contributed Assets are owned, used and operated in the ordinary course of business and consistent with past practice by such Contributor or Contributed Entities, as applicable, and are contemplated to be owned, used and operated by OpCo in the manner contemplated by the PubCo S-1, except for Permitted Encumbrances.

(d) To such Contributor’s knowledge, there is no condition or state of facts that would prevent the Title Company from issuing a title policy insuring the fee simple, leasehold and easement estate interests of such Contributor at the Closing without any exceptions for matters that would materially interfere with OpCo’s ownership, use or operation of such Contributed Assets in the manner contemplated by the PubCo S-1.

(e) There is no pending or, to such Contributor’s knowledge, threatened, condemnation of any real property that constitutes a portion of such Contributor’s Contributed Assets by any Governmental Authority that would interfere in any material respect with OpCo’s ownership, use or operation of such Contributed Assets in the manner contemplated by the PubCo S-1.

Section 2.04 Title to Personal Property. Such Contributor or such Contributor’s Contributed Entities, as applicable, has good and valid title to or, as applicable, a valid leasehold interest in, all material personal property (whether tangible or intangible) that constitutes any portion of such Contributor’s Contributed Assets, free and clear of all Encumbrances, except for (i) Permitted Encumbrances and (ii) such other matters as do not interfere in any material respect with such Contributor’s or such Contributed Entities’, as applicable, ownership, use or operation of such Contributed Assets, and would not reasonably be expected to interfere with OpCo’s ownership, use or operation in the manner contemplated by the PubCo S-1. Except as provided on Schedule 2.04 of the Disclosure Schedules, all such personal property (x) is, in all material respects, in good condition and repair, ordinary wear and tear excepted, and is suitable for the purposes for which it is presently being used and (y) does not require any material maintenance in order to perform its ordinary function(s).

Section 2.05 No Brokers Fees. Neither such Contributor nor any of its Affiliates (including such Contributor’s Contributed Entities), as applicable, have incurred any obligation or liability, contingent or otherwise, for brokers’ or finders’ fees in connection with the transactions contemplated by this Agreement for which the EagleRock Entities shall have any responsibility or liability.

Section 2.06 No Pending or Threatened Action or Proceeding. Except as disclosed on Schedule 2.06 of the Disclosure Schedules, there is no Action or Proceeding pending, or since January 1, 2024 and to such Contributor’s knowledge, threatened in writing against its Contributed Entities or against it with respect to such Contributor’s Contributed Assets that would be material.

Section 2.07 Non-Contravention. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Contributor or any of such Contributor’s Contributed Entities: (a) if such Contributor is a Person that is not an individual, do not and will not conflict with or violate its or its Contributed Entities’ organizational documents or any resolution of its or its Contributed Entities’ members, other equity holders or board of directors (or the equivalent thereof); (b) except with respect to filings, notices or approvals required under the HSR Act, do not require any consent, approval or notice to or from any Governmental Authority that has not been obtained as of the Closing Date; (c) do not and will not violate any provision of Law or any Order; (d) do not and will not conflict with, violate or result in a breach of or default or event of default under any Contract or Permit to which such Contributor or its Contributed Entities is a party or is subject, or subject such Contributor’s Contributed Assets to any Encumbrance other than Permitted Encumbrances; and (e) do not require a consent under any Contract or Permit, in any case under clauses (b), (c), (d) and (e), except for those that would reasonably be expected to interfere in any material respect with the operation, use or ownership of such Contributor’s Contributed Assets.

Section 2.08 Compliance with Laws; Permits. Except for Environmental matters, which are exclusively addressed in Section 2.13:

(a) Such Contributor and such Contributor’s Contributed Assets have been owned and operated since January 1, 2024, in all material respects in accordance with all Laws.

(b) Such Contributor and such Contributor’s Contributed Entities, have not received written notice of any material violation of Law in connection with its or their current ownership, use or operation of such Contributor’s Contributed Assets that remains unresolved.

(c) Such Contributor or such Contributor’s Contributed Entities hold all material Permits pursuant to applicable Law that are required for the current ownership, use or operation of any such Contributed Assets. The contribution of such Permits pursuant to the terms of this Agreement and to the other Transaction Documents and the transactions contemplated hereby and thereby is permitted and does not require any consent from or notice to the Person that issued or granted such Permit. To such Contributor’s knowledge, none of Contributor or its Contributed Entities is in violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a violation) in any material respect of any term, condition or provision of any Permit held by such Contributor or any of its Contributed Entities with respect to any of their respective Contributed Assets.

Section 2.09 Taxes. Except as disclosed on Schedule 2.09 of the Disclosure Schedules: (a) Such Contributor and each of its Contributed Entities, as applicable, has timely filed with the appropriate Taxing Authorities all material Tax Returns required by applicable Law, and such Tax Returns are true, complete, and correct in all material respects; (b) such Contributor and each of its Contributed Entities has paid and discharged in full all material Taxes due and payable under applicable Laws (whether or not shown or required to be shown on any Tax Return); (c) no audits, claims, examinations, or investigations or other Tax Proceedings with respect to its Contributed Assets are pending or, to the knowledge of such Contributor, threatened or contemplated in writing; (d) no Contributor or Contributed Entity has granted any waivers of any limitation period, or entered into agreements providing for an extension of time (other than one obtained in the ordinary course of business and consistent with past practice and that does not result in the imposition of a penalty), for filing any material Tax Return with respect to Taxes or the assessment, payment, or collection of any Taxes; (e) no claim has been made in the last three (3) years by a Taxing Authority in a jurisdiction in which such Contributor or any of its Contributed Entities does not file a Tax Return that such Contributor or any of its Contributed Entities is or may be subject to taxation by that jurisdiction; (f) there are no liens for Taxes on any of the Contributed Assets other than Permitted Encumbrances, and there are no liabilities for a material amount of Taxes that are delinquent and can attach to any of the Contributed Assets under applicable Law or otherwise result in liability to any EagleRock Entity as a transferee or successor; (g) none of the Contributed Assets are subject to any tax partnership agreement or are otherwise treated, or required to be treated, as held in an arrangement requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code (other than the governing document of any Contributor that is classified as a partnership for U.S. federal income Tax purposes and the limited liability company agreement of OWL HoldCo in effect prior to the HoldCo Contributions); and (h) for U.S. federal income Tax purposes, each of such Contributor’s Contributed Entities is, and at all times since its formation has been (unless otherwise noted in Schedule 2.09 of the Disclosure Schedules), classified as set forth on Schedule 2.09 of the Disclosure Schedules.

Section 2.10 Material Contracts. All Contracts to which such Contributor or its Contributed Entities is a party as of the Closing Date that are material to the ownership, use or operation of all or any part of such Contributor’s Contributed Assets, which shall include all Contracts pursuant to which revenues are earned by such Contributor or its Contributed Entities (each, a “Revenue Contract”), other than any Real Property Leases or Rights of Way and as set forth on Schedule 2.10 of the Disclosure Schedules, are collectively referred to herein as the “Material Contracts” of such Contributor or such Contributed Entities. (a) Each of such Contributor’s or such Contributor’s Contributed Entities’ Material Contracts is in full force and effect and is valid, binding and enforceable against such Contributor or its applicable Contributed Entity, and to such Contributor’s knowledge, the other party to such Material Contract, in accordance with its terms, except as enforceability may be limited by the Enforceability Exceptions; (b) such Contributor or such Contributor’s applicable Contributed Entity is not in material breach or default, and no event has occurred which with notice or lapse of time would constitute a material breach or default by such Contributor or Contributed Entity, or permit termination, modification, or acceleration, under such Material Contract on account thereof; (c) to such Contributor’s knowledge, no other party to any of such Material Contracts is in breach or default and no event has occurred which with notice or lapse of time would constitute a breach or

default by such other party, or permit termination, modification or acceleration under any of such Material Contracts nor has any other party repudiated any provision of any such Material Contract; and (d) to such Contributor’s knowledge, no other party to any of such Material Contracts is actively seeking to renegotiate, terminate, initiate a dispute under or lessen the extent of its business conducted under, any of such Material Contracts. There are no ongoing disputes under any Material Contract, including any disputes regarding material revenue streams under any Revenue Contract.

Section 2.11 Indebtedness & Undisclosed Liabilities. Except as described in the PubCo S-1, none of such Contributor’s Contributed Entities has any indebtedness for borrowed money, and none of such Contributor’s Contributed Assets are subject to any Liabilities associated with any indebtedness for borrowed money, indebtedness evidenced by a note, bond, debenture or similar instrument, capital lease obligations, deferred purchase price obligations or letters of credit, earn-outs, contingent payments, or any other Liabilities.

Section 2.12 No Material Adverse Change. Since the date of such Contributor’s or its Contributed Entities’ most recent annual or quarterly balance sheet included in the PubCo S-1, there has been no Material Adverse Change with respect to such Contributor’s Contributed Entities or Contributed Assets.

Section 2.13 Environmental. Except as would not, individually or in the aggregate, reasonably be expected to materially impair the current ownership, use or operation of the Contributed Assets of such Contributor (taken as a whole) in the ordinary course of business and consistent with past practice, or as disclosed on Schedule 2.13 of the Disclosure Schedules:

(a) such Contributor (or its Contributed Entities) has obtained all Environmental Permits required for the operation of such Contributed Assets as currently operated;

(b) all of its Contributed Assets have been operated in compliance with all Environmental Laws and all Environmental Permits required thereunder;

(c) there has been no Release of any Hazardous Substances on, under or at the real property included in its Contributed Assets;

(d) neither such Contributor nor any of such Contributor’s Contributed Entities has received any written notice of any violation of any Environmental Law, the subject of which is unresolved; and

(e) there are no Proceedings arising under Environmental Laws pending or, to such Contributor’s knowledge threatened in writing against Contributor or any of Contributor’s Contributed Entities.

Section 2.14 Financial Statements. The financial statements (including all related notes thereto) provided by such Contributor with respect to its Contributed Assets for inclusion in PubCo’s Registration on Form S-1 filed with the U.S. Securities and Exchange Commission (the “PubCo S-1”), including the applicable balance sheet, related statements of operations, equity and cash flows, have been prepared from the applicable books and records of Contributor

(or such Contributor’s Contributed Entities), which books and records are true, correct and complete as of the respective dates thereof for the respective periods covered thereby, and have been maintained in a prudent and accurate manner, in accordance with GAAP and fairly present, in all material respects, the consolidated financial position, statements of operations, equity and cash flow of such Contributor (or such Contributor’s Contributed Entities) as of the respective dates thereof for the respective periods covered thereby.

Section 2.15 Water Wells; SWDs.

(a) Schedule 2.15(a) of the Disclosure Schedules sets forth a complete and accurate listing of all of the water wells used by such Contributor or its Contributed Entities in its business on the lands included in the Contributed Assets (such wells, the “Water Wells”). There are no water wells currently utilized in such business on the lands included in the Contributed Assets or on the Contributed Assets other than the Water Wells. The Water Wells and all related equipment are in good operating condition, ordinary wear and tear excepted. There is no Water Well in respect of which the applicable Contributor or its Contributed Entities has received any order or written notice from any Governmental Authority requiring that such Water Well be curtailed in any way, or currently plugged and abandoned and for which such plugging and abandonment requirements have not been completed.

(b) Schedule 2.15(b) of the Disclosure Schedules sets forth a complete and accurate listing of all of the water infrastructure assets, facilities, equipment, machinery, tools, supplies, and other tangible personal property associated, or used or held for use in connection, with the Water Wells, including all gathering lines, flow lines, lay flat lines, pipelines, storage facilities, tanks, tubing, pumps, motors, gauges, valves, ponds, pits and other systems, machinery and equipment constituting part of or comprising water gathering systems or related assets (collectively, the “Water Fixtures”) used in the business of such Contributor or its Contributed Entities on the lands included in the Contributed Assets.

(c) Schedule 2.15(c) of the Disclosure Schedules sets forth a complete and accurate listing of all of the saltwater disposal wells used by such Contributor or its Contributed Entities in its business (the “SWDs”). There are no saltwater disposal wells currently utilized in such business or on the Contributed Assets other than the SWDs. The SWDs and all related equipment are in good operating condition, ordinary wear and tear excepted. There is no SWD in respect of which the applicable Contributor or its Contributed Entities has received any order or written notice from any Governmental Authority requiring that the injection rates for such SWD be curtailed, suspended, or shut-in in any way, or plugged and abandoned and for which such plugging and abandonment requirements have not been completed.

(d) Schedule 2.15(d) of the Disclosure Schedules sets forth a complete and accurate listing of all of the assets, facilities, equipment, machinery, tools, supplies, and other tangible personal property associated, or used or held for use in connection, with the SWDs (collectively, the “SWD Fixtures”) used in the business of such Contributor or its Contributed Entities.

(e) Such Contributor or its Contributed Entities has made available to the EagleRock Entities a true, complete and correct wellbore diagram for each Water Well and each SWD to the extent such diagrams are in such Contributor’s or its Contributed Entities’ possession.

(f) Each Water Well and SWD has been drilled and completed in compliance, in all material respects, with all applicable Laws and Permits. Neither the applicable Contributor or any of its Contributed Entities has received any correspondence from a Governmental Authority or other Person that alleges a Water Well or SWD is not in compliance with all applicable Laws and Permits.

(g) Such Contributor or its Contributed Entities has not deferred maintenance or repair of any Water Well, Water Fixture, SWD or SWD Fixture.

Section 2.16 Sufficiency of Assets. The Contributed Assets Schedule of such Contributor, as applicable, sets forth a complete and accurate listing of all of the Contributed Assets of such Contributor and its Contributed Entities. The Contributed Assets contributed by such Contributor are sufficient in all material respects to enable PubCo and its Affiliates to continue the operation of the Contributed Assets and the business of the Contributed Entities immediately following the Closing in such a manner as proposed to be conducted as described in the PubCo S-1. None of such Contributor’s assets that are not Contributed Assets are necessary for the operation of any Contributed Assets or the business of any of such Contributor’s Contributed Entities immediately following the Closing in such a manner as proposed to be conducted as described in the PubCo S-1.

Section 2.17 Affiliate Relationships. None of such Contributor’s Contributed Entities are party to, and none of its Contributed Assets are subject to, any contractual or other business relationships with such Contributor or its Affiliates that would be required to be disclosed in the PubCo S-1 that are not so disclosed.

Section 2.18 S-1 Information. All information regarding such Contributor (and such Contributor’s Contributed Assets) that was provided by such Contributor and is included in the PubCo S-1, including such Contributor’s (or such Contributor’s Contributed Entities) financial statements, business description and contractual arrangements, does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading.

Section 2.19 Private Placement. Such Contributor is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933. Such Contributor acknowledges that such Contributor can bear the economic risk of its investment in OpCo Units and Class B Shares for an indefinite period of time, and has such knowledge and experience in financial and business matters that such Contributor is capable of evaluating (and has evaluated) the merits and risks of the investment in OpCo Units and Class B Shares. Such Contributor understands that OpCo Units and Class B Shares to be issued in connection with the transactions contemplated by this Agreement have not been registered under the Securities Act of 1933, as amended, by reason of a specific exemption from the registration provisions of such act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of such Contributor’s representations as expressed herein. Such Contributor understands that the OpCo Units and Class B Shares acquired in connection with the transactions contemplated by this Agreement and any securities issued in respect of or exchanged therefor may bear certain legends regarding the restricted nature of such securities, and any legend required by the securities laws of any state to the extent such laws are applicable to the OpCo Units or Class B Shares represented by the certificate so legended.

Section 2.20 Bank Accounts; Powers of Attorney. Schedule 2.20 of the Disclosure Schedules sets forth a complete and accurate list of (a) the name of each financial institution with which such Contributor, with respect to its Contributed Entities or Contributed Assets, as applicable, or Contributed Entity has borrowing or investment agreements, deposit or checking accounts or safe deposit boxes, (b) the types of those arrangements and accounts (each, a “Bank Account”), including, as applicable, names in which accounts or boxes are held, the account or box numbers and the name of each Person authorized to draw thereon or have access thereto (each, an “Authorized Person”) and (c) all valid powers of attorney related to the Contributed Entities or Contributed Assets issued by any Contributor or Contributed Entity that remain in effect (the “Powers of Attorney”).

Section 2.21 No Implied Representations. EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS ARTICLE II, ANY OTHER TRANSACTION DOCUMENT OR ANY CERTIFICATE OF SUCH CONTRIBUTOR DELIVERED PURSUANT TO THIS AGREEMENT, (A) SUCH CONTRIBUTOR MAKES NO REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED (INCLUDING WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONDITION, DESIGN, OPERATION, CAPACITY OR OTHERWISE) WITH RESPECT TO SUCH CONTRIBUTOR OR SUCH CONTRIBUTOR’S CONTRIBUTED ASSETS, (B) SUCH CONTRIBUTOR EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO EACH OTHER CONTRIBUTOR, THE EAGLEROCK ENTITIES OR ANY OF THEIR RESPECTIVE AFFILIATES, AGENTS, CONSULTANTS OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED) AND (C) SUCH CONTRIBUTOR’S CONTRIBUTED ASSETS ARE CONTRIBUTED TO OPCO “AS-IS, WHERE-IS”, WITH ALL FAULTS, KNOWN AND UNKNOWN.

ARTICLE III

COVENANTS

Section 3.01 Interim Operating Covenants.

(a) Prior to the Closing, Lea & Eddy shall cause the EagleRock Entities not to take any actions or engage in any business or transactions other than those necessary for such entities to perform their obligations under, and consummate the transactions contemplated by, this Agreement and the other Transaction Documents to which the EagleRock Entities, as applicable, will be a party. Notwithstanding the foregoing, the employment agreements set forth on Schedule 3.01(a) shall be assigned to, and all obligations thereunder assumed by PubCo prior to the Closing.

(b) Each Contributor shall, and shall cause its Contributed Entities to, operate or cause the operation of its and their respective Contributed Assets in the ordinary course of business and consistent with past practice in all material respects, and in accordance with applicable Laws, Orders, and Contracts; provided that, no Contributor shall, or shall permit its Contributed Entities to, amend or terminate any Material Contract, Real Property Lease, Permit or Right of Way to which it is a Party, and each Contributor shall, and shall cause its Contributed Entities to, use all reasonable efforts to keep available the service of its employees, if any, in relation thereto until the Closing Date. Additionally, each Contributor shall, and shall cause its Contributed Entities to, cooperate with OpCo to (i) cause the Title Company to issue a policy of title insurance on any real property interests included in its Contributed Assets prior to and to take effect no later than 90 days after the Closing, such title insurance policy insuring the fee simple, leasehold and easement estates, as the case may be, held by such Contributor (or such Contributor’s Contributed Entities) subject to no Encumbrances other than Title Policy Permitted Encumbrances, and otherwise in form and substance reasonably acceptable to the Designated Committee, and (ii) procure a survey of such real property in form and substance reasonably acceptable to the Designated Committee and sufficient for the title insurance policy to provide survey coverage, endorsements, and other affirmative coverages requiring a current survey to be issued. In addition, each Contributor shall execute and deliver, and shall cause its Contributed Entities to execute and deliver, such affidavits (including non-imputation affidavits), certificates, information (including financial data), lien waivers and instruments of indemnification (including a so-called “gap” indemnification), and other documentation (all of the foregoing, collectively, “Ancillary Title Documents”) as shall be required by the Title Company to induce the Title Company to issue the title policy contemplated above.

(c) Except (x) as otherwise expressly contemplated by this Agreement or in a schedule to this Agreement, (y) as required by applicable Law or (z) with the prior written consent of the Designated Committee, prior to the Closing Date, each Contributor shall not, and shall cause its Contributed Entities not to:

(i) amend or otherwise change its organizational documents or undertake any reorganization, restructuring, consolidation or other similar transaction other than in accordance with this Agreement;

(ii) initiate, settle or voluntarily participate in any Proceeding;

(iii) other than in respect of the Reimbursable Expenditures, make any commitment to capital expenditures or similar commitments;

(iv) sell, assign, lease, sublease, Encumber (other than Permitted Encumbrances), transfer or otherwise dispose of any portion of such assets (other than the disposition of obsolete or worn-out assets in the ordinary course of business and consistent with past practice);

(v) permit any insurance policy providing coverage in respect of any of its Contributed Assets to lapse or otherwise not be maintained, including by not paying any premiums or other costs associated therewith;

(vi) take any action with respect to its Contributed Assets, or otherwise, that would require any amendment to the disclosures set forth in the PubCo S-1;

(vii) except as in the ordinary course of business and consistent with past practice, (A) make, change or revoke any Tax election or accounting method, (B) settle or compromise any Tax claim, (C) waive or extend the statute of limitations in respect of any Taxes (other than extensions of time to file Tax Returns), (D) enter into any agreement, settlement or compromise relating to, any Tax liability, or (E) amend any Tax Return;

(viii) other than in the ordinary course of business and consistent with past practice, enter into a Contract that would be a Material Contract, Real Property Lease or Right of Way; or

(ix) enter into any agreement, whether in writing or otherwise, to do or commit to do any of the actions described in the foregoing clauses (i) through (viii) of this Section 3.01(c).

Section 3.02 Regulatory Approvals.

(a) The applicable Parties have filed with the United States Federal Trade Commission and the United States Department of Justice the notification required to be filed under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and the rules and regulations promulgated thereunder (the “HSR Act”) with respect to the transactions contemplated herein. Each Party shall reasonably cooperate with and use commercially reasonable efforts to assist the other with respect to such filings, applications and negotiations. Each Party shall promptly inform the other Parties of any oral communication, and provide copies of written communications, with any Governmental Authority regarding any such filings. None of the Parties shall independently participate in any substantive meeting with any Governmental Authority in respect of any such filings or other inquiry without giving the other Parties prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend or participate. Any Party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 3.02 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of such Party and will not be disclosed by such outside counsel to employees, officers, or directors of such Party, unless express written permission is obtained in advance from the source of the materials.

(b) The Parties shall use commercially reasonable efforts to cooperate and eliminate each and every impediment under the HSR Act or any other antitrust, competition or merger control Law that is asserted by any Governmental Authority or any other Person so as to enable the Parties to consummate the transactions contemplated hereby as soon as practicable; provided that nothing in this Section 3.02 shall require the Parties to offer, propose, negotiate, agree to, commit to and effect, by consent decree, hold separate order or otherwise, (i) divestitures, sales, transfers or other dispositions of, licenses of, or hold separate or similar arrangements with respect to any businesses, assets or interests, (ii) the termination, amendment, assignment or creation of relationships, contractual rights or obligations, ventures or other arrangements, (iii) any change to or restriction on the conduct of business, including restrictions on the ability to manage, operate or own any assets, product lines, businesses or interests, (iv) any modification or waiver of the terms and conditions of this Agreement; and (v) any other change or restructuring and other actions and non-actions with respect to businesses, assets or interests.

Section 3.03 Public Announcements. Prior to the Closing, none of the Parties shall make any press release or other public announcement or issue any communications with respect to the IPO, this Agreement, the Transaction Documents or the transactions contemplated hereby or thereby without the prior written consent of the Designated Committee; provided, however, that the foregoing shall not restrict communications among the Parties and their Representatives related to the completion of the IPO or the transactions contemplated by this Agreement. The initial press release with respect to the IPO shall require the Designated Committee’s approval and shall be issued by PubCo. After the Closing, none of the Parties shall make any press release or other public announcement or issue any communications with respect to the EagleRock Entities, the IPO, this Agreement or the transactions contemplated hereby without the prior written consent of PubCo’s board of directors; provided, however, a Contributor may make such disclosures as are required by applicable Law, regulation or stock exchange rule, so long as such disclosure is not inconsistent with the disclosures and the communications of PubCo.

Section 3.04 Commercially Reasonable Efforts; Further Assurances.

(a) Subject to the terms and conditions of this Agreement, each Party will use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws to consummate the transactions contemplated by this Agreement and the other Transaction Documents, including giving effect to decisions and directions of the Designated Committee.

(b) After the Closing, each Party agrees to take such further actions and to execute, acknowledge and deliver all such further documents as are reasonably necessary for carrying out the purposes of this Agreement or any document delivered pursuant to this Agreement, including all agreements to be executed by the Parties in connection with the consummation of the transactions contemplated by this Agreement and the other Transaction Documents.

(c) Following the date hereof and prior to the Closing Date (or the earlier termination of this Agreement), each Party shall notify each of the other Parties in writing promptly after such Party obtains (i) any material notice or communication regarding any Contributed Entity or Contributed Asset, including from any customer, supplier, Contract counterparty or Governmental Authority (and provide each of the other Parties a copy of such notice or communication) or (ii) knowledge or otherwise becomes aware of any fact, change, condition, circumstance or occurrence or nonoccurrence of any event that is reasonably likely to result in any of the conditions set forth in Section 4.01 becoming incapable of being satisfied.

Section 3.05 Books and Records. After the Closing, each Contributor shall deliver to PubCo or its applicable Affiliate, to the extent such items have not previously been delivered to such applicable entity pursuant to this Agreement (or another Transaction Document), copies of all Books and Records relating to such Contributor’s Contributed Assets.

Section 3.06 Tax Matters.

(a) Transfer Taxes. OpCo shall bear, pay and hold harmless the Contributors against (i) any and all transfer, documentary, sales, use, value-added, excise, filing, recording, registration or other similar Taxes (collectively, “Transfer Taxes”) imposed in connection with the HoldCo Contributions, the Lea & Eddy Subsidiaries Contribution and the Flow Contribution and (ii) all required documentary, filing and recording fees and expenses incurred in connection with the filing and recording of the assignments, conveyances, or other instruments required to convey the Contributed Assets to OpCo. The Party required by applicable Law to file any Tax Return in respect of any such Transfer Taxes shall timely file (or cause to be timely filed) such Tax Return with the applicable Taxing Authority.

(b) Withholding. The Parties acknowledge and agree that no deduction or withholding is required under applicable Law with respect to any amounts payable or deliverable to the Contributors (or any Affiliate thereof) in connection with the HoldCo Contributions if the certification set forth in Section 4.02(e) is delivered by the Contributors. To the extent that any amounts are to be deducted or withheld as a result of any Contributor failing to deliver such certification, (i) the EagleRock Entities shall use commercially reasonable efforts to provide such Contributor with notice reasonably in advance of such intended deduction or withholding and shall reasonably cooperate with the EagleRock Entities to reduce or eliminate the amount of any such deduction or withholding to the extent permitted by applicable Law, and (ii) such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

(c) Straddle Period Allocation. In the case of Taxes that are payable by any Contributor in respect of the Contributed Assets with respect to any Straddle Period, the portion of any such Tax that is attributable to the portion of such Straddle Period ending at the Closing Date shall be:

(i) in the case of Taxes that are either (A) based upon or related to income or receipts, or (B) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount that would be payable if the Tax period of the applicable Contributed Entity ended with (and included) the Closing Date; provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the portion of the Straddle Period ending on and including the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period; and

(ii) in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of the Contributed Entities, deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of days in the portion of the period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire period;

provided, however, that in each case Taxes shall be treated as due for the taxable period (or portion thereof) during which the base of such Taxes are determined without regard to whether the payment of such Taxes provides the right to do business or other benefits for another taxable period (or portion thereof).

(d) Tax Cooperation. Each Party shall cooperate fully, as and to the extent reasonably requested by any other Party, in connection with the preparation and filing of all Tax Returns, the preparation for any Tax Proceeding, and the prosecution or defense of any Tax Proceeding. Such cooperation shall include the retention and (upon another Party’s request) the provision of Books and Records that are relevant to any such Tax Return or Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided under this Agreement. The Contributors and the EagleRock Entities agree to retain all Books and Records with respect to Tax matters pertinent to the Contributed Assets relating to any Tax period beginning before the Closing Date until the expiration of the statute of limitations of the respective taxable periods and to abide by all record retention agreements entered into with any Governmental Authority.

(e) Tax Proceedings. If, after the Closing Date, an EagleRock Entity receives notice of a Tax Proceeding, the outcome of which could reasonably be expected to result in a material Claim for which the Contributors are indemnifying an EagleRock Entity pursuant to Section 7.01 (a “Contributor Tax Proceeding”), such EagleRock Entity shall notify the applicable Contributor(s) within ten (10) days of receipt of such notice; provided, that the failure of such EagleRock Entity to provide such notice will not relieve any Contributor of its obligations under this Agreement except to the extent that a Contributor shall have been materially prejudiced as a result of such failure. Contributors shall have the option, at their sole cost and expense, to control any applicable Contributor Tax Proceeding and may exercise such option by providing written notice to such EagleRock Entity within fifteen (15) days of receiving notice of such Contributor Tax Proceeding from such EagleRock Entity; provided that if a Contributor exercises such option, such Contributor shall (i) keep such EagleRock Entity reasonably informed of the progress of such Contributor Tax Proceeding, (ii) permit such EagleRock Entity (or such EagleRock Entity’s counsel) to participate, at the EagleRock Entity’s sole cost and expense, in such Contributor Tax Proceeding, including in meetings with the applicable Governmental Authority, and (iii) not settle, compromise and/or concede any portion of such Tax Proceeding without the consent of such EagleRock Entity, which consent shall not be unreasonably withheld, conditioned or delayed. To the extent an EagleRock Entity controls the conduct of a Contributor Tax Proceeding pursuant to this Section 3.06(e), the relevant Contributor(s) shall promptly reimburse such EagleRock Entity for all reasonable costs and expenses of defending such Contributor Tax Proceeding. To the extent the provisions of this Section 3.06(e) are inconsistent with Section 7.01, this Section 3.06(e) shall control with respect to any Contributor Tax Proceeding.

(f) Agreed Tax Treatment. The Parties agree that, for U.S. federal income tax purposes (and applicable U.S. state and local income tax purposes that follow such treatment) (x) the PubCo Cash Contributions made in exchange for the PubCo Shares, the IPO Cash Contribution made in exchange for Class A Shares, and the TCW Blocker Mergers together qualify as a transaction described under Section 351 of the Code, and (y) the transfer of all of the Contributed Assets by the Contributors to OpCo in exchange for, at the Closing, Contributor OpCo Units, the TCW Debt Agreement, any reimbursement to Contributors pursuant to Section 3.10(b) or Section 3.10(c), and any other liabilities related to the Contributed Assets and any other amounts constituting consideration for Tax purposes, shall be treated as (i) in part, a transfer qualifying for nonrecognition of gain or loss pursuant Section 721(a) of the Code to the extent applicable and (ii) in part, (A) to the extent possible, a reimbursement of preformation capital expenditures within the

meaning of Treasury Regulation Section 1.707-4(d) incurred with respect to such Contributor’s Contributed Assets, and (B) to the extent that clause (A) is inapplicable, as a disguised sale transaction described in Section 707(a)(2)(B) of the Code with respect to any amounts treated as a transfer of consideration pursuant to Section 707(a)(2)(B) and Treasury Regulations Section 1.707-3(a)(1) (including any cash consideration and any amount of liabilities other than “qualified liabilities” (within the meaning of Treasury Regulations Section 1.707-5(a)(6)) deemed to be assumed as part of such transfer) (the “Agreed Tax Treatment”). The Parties shall (and shall cause their Affiliates to) (i) promptly furnish information to EagleRock Entities to support the Agreed Tax Treatment, (ii) file all Tax Returns in a manner consistent with the Agreed Tax Treatment, (iii) not take any position contrary to the Agreed Tax Treatment, and (iv) promptly inform one another in writing of any Tax Proceeding related to the matters in this Section 3.06(f) and consult and keep one another informed with respect to the status of such Tax Proceeding, in each case, unless required to do so by a final “determination” as defined in Section 1313 of the Code.

(g) The Parties shall (and shall cause their Affiliates to) cooperate fully and in good faith to cause, and as necessary hereby authorize the EagleRock Entities to cause to be made a timely election under Section 6226 of the Code (and any corresponding elections under any analogous provision of state or local Law) with respect to OWL HoldCo in respect of any audit, examination or judicial or administrative proceeding of OWL HoldCo by any Governmental Authority under Sections 6221 through 6241 of the Code (and any analogous provision of state or local Law) for any taxable year beginning prior to the Closing Date.

Section 3.07 Access.

(a) Prior to the Closing, each Contributor shall provide, or cause to be provided, the other Parties with access to such Contributor’s Contributed Assets, and the Books and Records associated therewith, for the purpose of conducting pre-contribution reviews of such assets and to facilitate their orderly transition to being owned, used and operated by the EagleRock Entities. Any Person seeking such access shall provide such Contributor with reasonable advance written notice of such request for access and shall abide by each such Contributor’s safety rules, regulations, and operating policies with respect to such Contributed Assets while conducting such reviews of such assets. In connection with such reviews, any Person seeking such access shall not conduct any environmental sampling or testing. The access granted to such Person shall be limited to normal business hours, and such Person’s reviews shall be conducted in a manner that minimizes interference with the operation of the applicable Contributed Assets.

(b) Notwithstanding the provisions of Section 3.07(a), all access and disclosure shall be given on a strictly confidential basis and if any such access would impair any attorney-client or similar privilege or conflict with or result in a violation of Law then such access shall not be permitted by or under Section 3.07(a).

Section 3.08 Damage Recovery.

(a) If between the date hereof and the Closing Date, any Contributor or any of its respective Affiliates becomes aware of any Damages incurred or suffered with respect to such Contributor’s Contributed Assets, which Damages are potentially recoverable pursuant to insurance or an indemnification or similar arrangement with a Third Party, then such Contributor or its Affiliates shall use commercially reasonable efforts to pursue the collection of such Damages from such Third Party under such insurance or indemnification or other arrangement, as applicable, and, if received prior to the Closing shall pay or cause to be paid to OpCo, or as otherwise directed by OpCo, any amounts received in respect of such Damages at the Closing; provided, however, that if such Damages are remedied, to the reasonable satisfaction of the Designated Committee prior to the Closing by such Contributor, then such amounts shall be retained by such Contributor (and if such amounts are received after the Closing by a Contributed Entity, then such Contributed Entity shall promptly (and in any event within three Business Days of receipt) hand over such amounts to such Contributor).

(b) To the extent any such insurance policies or indemnification or similar arrangements applicable to any Contributed Assets, or any Contracts that are related to any Contributed Assets but are not Contributed Assets, are not included among each such Contributor’s Contributed Assets, each Contributor will (i) transfer or assign, or otherwise agree to make available, to OpCo all rights to indemnification, insurance proceeds or other third party recovery of any kind with respect to any Damages incurred or suffered by OpCo related to the relevant Contributed Assets of such Contributor, and (ii) agree to cooperate with OpCo in furtherance of any recovery thereunder, including by making, managing and prosecuting any claims or disputes thereunder as requested by OpCo in writing and assigning any rights to OpCo to prosecute and manage such claims or disputes, and such Contributor agrees to promptly (and in any event within three Business Days of receipt) hand over and pay to OpCo any proceeds paid by any such insurer or Contract counterparty as a result thereof.

Section 3.09 Designated Committee. Each of Lea & Eddy, Double Eagle, and the Shallow Valley Owners shall have the right to appoint one (1) member to a designated committee formed for the purpose of facilitating the IPO (the “Designated Committee”), which Designated Committee shall initially be comprised of Elo Peter Omavuezi, Blake Carpenter, and Richard Coats (each, a “Designated Committee Member” and collectively, the “Designated Committee Members”), and the Contributors and EagleRock Entities hereby irrevocably and unconditionally appoint such persons to the “Designated Committee” to serve in such capacity pursuant to this Agreement from the date of this Agreement until the completion of the IPO in order to facilitate the IPO. The Designated Committee shall be, and hereby is, authorized to have, and is hereby delegated in full, the exclusive power and authority take all substantive and other actions, and make all decisions, in connection with the IPO, each of which actions and decisions shall be made by a majority vote of the Designated Committee Members, which must include the affirmative vote of each of the Designated Committee Members appointed by Double Eagle and Lea & Eddy, including to: (a) approve and authorize the pricing terms to be included in the preliminary prospectus in connection with the IPO; (b) to, in consultation with the underwriters, initiate and launch the road show in connection with the IPO; (c) manage communications and otherwise interact with the underwriters of the IPO during the marketing process therefor; (d) determine whether or not proceeding with the pricing and closing of the IPO is in the best interests of the Contributors as a whole based on the terms presented to the Designated Committee by the underwriters; (e) terminate the IPO and the pursuit thereof (a “Designated Committee IPO Termination”); (f) make all decisions regarding pricing and allocation in connection with the IPO; (g) negotiate the final terms of the Underwriting Agreement and make all decisions related

to the finalization of such agreement, and cause the EagleRock Entities to execute and deliver the same; (h) approve and authorize the final prospectus and all terms included therein; and (i) make all decisions related to the foregoing and otherwise as are reasonably necessary to carry out and consummate the IPO as the Designated Committee deems appropriate. The Designated Committee shall act in accordance with all applicable Laws. The Designated Committee is hereby authorized to do all other things that may, in its judgment, be necessary or appropriate to carry out its responsibilities. At such time as the Designated Committee has made any decision in connection with its power and authority as set forth herein, each Party shall, and shall cause its respective Affiliates and Representatives to, cooperate and use commercially reasonable efforts to cause the successful implementation of such decision and to otherwise cause the IPO to be completed (or terminated, if a Designated Committee IPO Termination occurs), including the making of any filings with the U.S. Securities and Exchange Commission, the finalization of any documents contemplated by this Agreement or otherwise. The Designated Committee shall not at any time have any Liability of any kind whatsoever to any Party or its Affiliates or their respective Representatives arising out of, resulting from or in connection with its actions carried out, or decisions made, in discharging its responsibilities as the Designated Committee. Except in the case of fraud, gross negligence or willful misconduct on the part of the Designated Committee or any Designated Committee Member, but otherwise notwithstanding anything to the contrary in this Agreement, no Party shall make any claim, for any Damages (and the Parties hereby waive any right of contribution, indemnification or other recovery against the Designated Committee and its Affiliates and Representatives), under, arising out of or relating to this Agreement or the transactions contemplated by this Agreement, whether based in contract, tort, strict liability, common law, other laws or otherwise, against the Designated Committee or any Designated Committee Member for actions carried out, or decisions made, in discharging its responsibilities as the Designated Committee as set forth in this Section 3.09. For the avoidance of doubt, this waiver and release shall apply solely to actions taken by the Designated Committee or any Designated Committee Member in its capacity as such in connection with this Agreement and the transactions contemplated by this Agreement.

Section 3.10 Expenses.

(a) Subject to Section 3.10(c), each Contributor, as to such Contributor’s Contributed Assets, shall bear and pay (or reimburse the EagleRock Entities for) all costs and expenses attributable to the operation, maintenance and expansion of such Contributed Assets for the period prior to the Closing Date, including (i) all operation and maintenance expenses, (ii) all capital expenditures, (iii) other miscellaneous costs and expenses incidental to the operation, protection and maintenance of such assets, (iv) all related repair costs and (v) other costs incidental to the operation, protection and maintenance of such assets.

(b) Each Party shall bear its own legal, due diligence, accounting and other transaction costs, fees and expenses incurred by such Party in connection with the preparation for, negotiation of, and consummation of the transactions contemplated by, this Agreement; provided that (i) fees payable to underwriters in connection with the IPO and (ii) IPO transaction costs or other legal, accounting and advisory expenses incurred in connection with the EagleRock Form S-1 filing, or expenses incurred on behalf of the EagleRock Entities, including personnel costs and public company readiness expenses incurred by a Contributor and approved by the Designated Committee, shall be paid or reimbursed by OpCo out of the Transaction Expenses Payment within 30 days following the Closing.

(c) The Contributors agree that (i) the expenditures spent prior to the execution of this Agreement and set forth adjacent to each applicable Contributors’ name on Schedule 3.10(c) shall be entitled to be, and shall be, reimbursed in cash by OpCo promptly following the Closing as part of the Transaction Expenses Payment and (ii) from and after the date hereof, the Contributors set forth on Schedule 3.10(c) are authorized to undertake the expenditures set forth adjacent to their respective names on such schedule and to incur the associated expenditures in substantially such amounts and for substantially such purposes as set forth on such schedule (the “Reimbursable Expenditures”) and, so long as such expenditures are carried out in substantially such amounts and for substantially such purpose, such Contributors shall be entitled to be, and shall be, reimbursed in cash by OpCo promptly following the Closing as part of the Transaction Expenses Payment.

(d) Lea & Eddy unconditionally and irrevocably agrees that it shall be solely responsible for, and shall pay or cause to be paid in immediately available funds, in connection with the TCW Debt Agreement, all costs, fees, expenses, premiums, penalties and other amounts of any kind (whether direct or indirect) (i) associated with the payoff of the TCW Debt and that are, in the aggregate, in excess of $270,000,000.00, and (ii) all legal, accounting, financial advisory and other advisory costs and expenses of the EagleRock Entities and the other Contributors, to the extent applicable, that are associated with the tax and other planning, structuring or implementation activities related to the TCW Debt Agreement and the related repayment thereof (the amounts set forth in clauses (i) and (ii), the “Lea & Eddy TCW Debt Costs”), in each case, at such time as such amounts become due and payable. To the extent any of the Lea & Eddy TCW Debt Costs are paid (or have been paid in advance or are at any time paid) by any of the EagleRock Entities, any Contributor or any of their respective Affiliates and such payments are supported by reasonable documentary evidence (which documentary evidence shall be provided upon Lea & Eddy’s reasonable request), Lea & Eddy shall reimburse such Persons in full in immediately available funds for all such amounts promptly, and in any event within three Business Days, following the earlier of (x) written request for reimbursement thereof by the relevant Person (which request shall include reasonable detail of the amounts paid) and (y) the repayment of the TCW Debt. For the avoidance of doubt, Lea & Eddy’s obligations under this Section 3.10(d) are absolute and unconditional and shall not be subject to any setoff, counterclaim, recoupment, defense or other rights that Lea & Eddy may have against any EagleRock Entity or any other Person. Any amounts not paid or reimbursed when due under this Section 3.10(d) shall bear interest from the date due until paid at a rate per annum equal to the lesser of (1) the prime rate as published in the Wall Street Journal on the date such payment was due, plus 7% and (2) the maximum rate permitted by applicable Law.

Section 3.11 Additional Flow Easements. As of the date hereof, Flow is seeking to obtain the easements and easement amendments described in Schedule 3.11 hereto (the “Additional Flow Easements”). Double Eagle shall cause Flow to use commercially reasonable efforts to obtain the Additional Flow Easements prior to Closing or as soon as practicable thereafter.

Section 3.12 Bank Account Cooperation. As soon as practicable after the Closing, each Contributor shall, and shall cause its respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be required to (i) remove each Person that is not (or will not after the Closing be) an employee of PubCo or OpCo and any other Authorized Person that any EagleRock Entity requests in writing be removed as an Authorized Person with respect to any Bank Account, (ii) appoint any Person that any EagleRock Entity requests in writing be appointed as an Authorized Person with respect to any Bank Account and (iii) terminate and cancel each Power of Attorney that any EagleRock Entity requests in writing to be terminated or canceled. Notwithstanding the foregoing, in respect of the Bank Accounts in the name of Abyss, Shallow Valley, Cactus, OWL, Coats and Dehlinger, or any of their respective Affiliates, it is acknowledged and agreed that (x) such Bank Accounts are not Contributed Assets and the obligations under the foregoing sentence shall not apply to such Bank Accounts and (y) from the date hereof until the Closing, each of such Contributors shall cooperate with the EagleRock Entities to provide customers, vendors, suppliers and other relevant counterparties with new banking information and instructions for payments to be debited to and credited from after the Closing in respect of the business and operation of the Contributed Assets.

Section 3.13 Insurance Cooperation.

(a) At or prior to the Closing, each Contributor shall, and shall cause their applicable Affiliates to, cause the EagleRock Entities to be named as additional insureds under any insurance policy issued to or for the benefit of such Contributor’s Contributed Entities or otherwise related to or providing coverage in respect of such Contributor’s Contributed Assets. To the extent of any occurrences, claims, acts, omissions, events, conditions, facts, circumstances, damages or Liabilities which occur or exist or are alleged to have occurred or existed, or were incurred or claimed to have been incurred, at or at any time prior to the Closing Date, in each case, which are covered by such insurance policies (any such covered occurrences, claims, acts, omissions, events, conditions, facts, circumstances, damages and Liabilities, “Pre-Closing Matters”), the Contributors agree, following Closing and subject to the terms of this Section 3.13, to use commercially reasonable efforts to assist the EagleRock Entities in asserting any claims and making the benefits of any such insurance policies available to the Contributed Entities or the EagleRock Entities as additional insureds under such insurance policies with respect to any such Pre-Closing Matters. The Contributors, on their own behalf and on behalf of their applicable Affiliates, agree that the EagleRock Entities shall be entitled to make and control all claims and matters under any such applicable insurance policies following the Closing with respect to Pre-Closing Matters. The EagleRock Entities shall be fully responsible for, and directly pay, all costs and expenses, including deductibles, under the such insurance policies arising out of or associated with seeking or obtaining any benefits or payments with respect the Pre-Closing Matters. Notwithstanding anything to the contrary, in connection with the EagleRock Entities’ right to control all claims and matters related thereto in respect of any Pre-Closing Matters as described in this Section 3.13, neither the EagleRock Entities nor any of their Affiliates will take any action or fail to take any action which would either involve any admission of wrong-doing on the part of a Contributor or its applicable Affiliates or otherwise prejudice their rights under any applicable insurance policies.

(b) The Contributors shall, and shall cause their Affiliates to, maintain in full force and effect all insurance policies maintained by the Contributors or their Affiliates as of the Closing Date until such time as the EagleRock Entities have placed, have in effect and are covered by appropriate replacement insurance policies in respect of the Contributed Assets, but in no event for more than two years after the Closing. The EagleRock Entities shall make commercially reasonable efforts to (i) place, have in effect and be covered by appropriate replacement insurance policies in respect of the Contributed Assets promptly following the Closing and (ii) provide the Contributors with prompt written notice upon each such placement and effectiveness of coverage of each such replacement insurance policy.

(c) The Contributors shall, and shall cause their Affiliates to, promptly remit to the EagleRock Entities any insurance proceeds received by the Contributors or their Affiliates with respect to any Pre-Closing Matters.

(d) The Contributors’ obligations under this section shall survive the Closing and shall not be subject to any limitation on indemnification or other remedies set forth in this Agreement.

Section 3.14 Specified Transfers. Each Contributor that effects a Specified Transfer shall cause each transferee in such Specified Transfer to execute and deliver a joinder agreement agreeing to be bound by and subject to the terms of Article VII of this Agreement as a Contributor hereunder (a “Joinder”), including becoming subject to the Indemnifying Person provisions of Section 7.04, and no Contributor shall make any Specified Transfer without having received a duly executed and delivered Joinder from the relevant transferee. Any Specified Transfer not consummated in accordance with this Section 3.14 shall be null and void from the time of such purported transfer. For purposes of this Agreement, “Specified Transfer” means an in-kind distribution or any other transfer of Class A Shares, Class B Shares or OpCo Units from the Contributor, except for any Class A Shares, Class B Shares or OpCo Units transferred or distributed by Lea & Eddy to the TCW Entities or any bona fide sale for value of Class A Shares, Class B Shares or OpCo Units to a Person that is not an Affiliate of such Contributor. Except as otherwise provided in this Section 3.14, this Agreement is not intended to limit or restrict the disposition or pledge of any Class A Shares, Class B Shares or OpCo Units in whole or in part.

Section 3.15 Payment of PubCo Cash Amounts. The PubCo Cash Amounts owed by a Contributor pursuant to this Agreement may be paid, at the election of the Designated Committee, in cash or through the offset of other amounts due to such Contributor pursuant to this Agreement, including any amounts payable pursuant to Section 3.10.

Section 3.16 Wrong Pocket. Within ten (10) days following the last day of each of the first, second, and third full calendar months following the Closing Date (each a “Measurement Date”), each Contributor will prepare and deliver to OpCo (together with reasonable detail and supporting documentation) by email a schedule (each, a “WP Schedule”) reflecting such Contributor’s good faith determination of (i) all payments received by such Contributor or any of its Affiliates that relate to any of the Contributor’s Contributed Entities or Contributed Assets for periods on or after the Closing Date (the “Mistaken Payments”), (ii) all operating expenses charged to such Contributor that relate to the operation of the Contributor’s Contributed Entities or Contributed Assets on or after the Closing Date (the “Mistaken Expenses”) and (iii) the Wrong Pockets Adjustment Amount. OpCo shall be provided reasonable access to each Contributor’s

Books and Records to the extent related to Mistaken Payments or Mistaken Expenses for the purpose of verifying the amounts set forth on each such WP Schedule. The “Wrong Pockets Adjustment Amount,” which may be a positive or a negative number, will be equal to (A) the Mistaken Payments amount, minus (B) the Mistaken Expenses Amount. By the fifteenth (15^th) day following each Measurement Date, unless disputed by OpCo in writing and in which case OpCo and such Contributor shall attempt to negotiate a resolution in good faith, (1) if the Wrong Pockets Adjustment Amount is a positive number, each applicable Contributor will deliver the Wrong Pockets Adjustment Amount to OpCo, by wire transfer of immediately available funds, to an account or accounts designated in writing by OpCo, and (2) if the Wrong Pockets Adjustment Amount is a negative number, OpCo shall deliver the absolute value of the Wrong Pockets Adjustment Amount, by wire transfer of immediately available funds, to an account or accounts designated in writing by each applicable Contributor. Following the third and final Measurement Date, in the event that Contributor or any of its Affiliates receives any Mistaken Payments, Contributor shall promptly remit or cause to be remitted any such payment to OpCo promptly, and in any event within seven (7) days of receipt by the Contributor or its Affiliates, for no additional consideration

ARTICLE IV

CONDITIONS PRECEDENT TO CLOSING; CLOSING

Section 4.01 Mutual Conditions Precedent. The obligations of a Contributor to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by each other Contributor) on or prior to the Closing of each of the following conditions precedent:

(a) No Order. No Order of a Governmental Authority shall be in effect and no Law shall have been enacted or adopted that restrains, enjoins or otherwise prohibits the consummation of the transactions contemplated by this Agreement;

(b) Representations and Warranties. Each of the representations and warranties made by each other Contributor (other than its Fundamental Contributor Representations and Warranties, which shall be true and correct in all respects (other than de minimis inaccuracies) as though made on and as of the Closing Date) shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date, other than representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date, without regard to any material adverse effect or other “materiality” qualifier set forth therein, except to the extent that the failure of any such representations or warranties to be so true and correct would not be, individually or in the aggregate, a Material Adverse Change with respect to such other Contributor’s Contributed Assets or such other Contributor’s ability to consummate the transactions contemplated by this Agreement and the other Transaction Documents;

(c) Covenants. Each Party shall have performed and complied with, in all material respects, all covenants and agreements required hereby to be performed or complied with by such Party on or prior to the Closing Date;

(d) Closing Deliveries. Each Party shall have (i) executed and delivered the documents to which such Party is a party and (ii) caused to be delivered any documents to which its Affiliates or any of their related persons is a party, in each case, as set forth in Section 4.02;

(e) Contributors Closing Certificate. Each Contributor shall have delivered to the EagleRock Entities and the Designated Committee a certificate in form and substance reasonably satisfactory to the EagleRock Entities and the Designated Committee to the effect that the conditions specified in Section 4.01(b) and (c) with respect to such Contributor have been satisfied in all respects; and

(f) Underwriting Agreement. The Underwriting Agreement shall have been duly executed by the parties thereto.

Section 4.02 Closing Documents. At the Closing, each applicable Party shall execute and deliver to the applicable counterparties each of the following documents:

(a) the Amended and Restated Company Agreement of PubCo substantially in the form filed with the PubCo S-1, with such changes thereto as the Designated Committee shall have approved;

(b) the Amended and Restated Company Agreement of OpCo substantially in the form filed with the PubCo S-1, with such changes thereto as the Designated Committee shall have approved;

(c) (i) the Merger Agreements and all associated certificates of merger, (ii) the TCW Blocker Merger Agreements and all associated certificates of merger, and (iii) the Shallow Valley Entities Merger Agreement and the related certificate of merger;

(d) the Contribution Agreements contemplated by Section 1.01(a), Section 1.01(b), Section 1.03 and Section 1.04;

(e) a completed and executed IRS Form W-9 with respect to each Contributor (or, if a Contributor is treated as an entity disregarded as separate from its regarded tax owner for U.S. federal income tax purposes, the Person that is treated as its regarded owner for such purposes), dated not more than thirty (30) days prior to the Closing Date;

(f) certified copies of the authorizing consents or resolutions of such Party or its Affiliates dated no later than the date of this Agreement, as applicable, authorizing the transactions contemplated pursuant to this Agreement;

(g) the Produced Water Recycling Rights Agreement, duly executed by OpCo and Hydrosource Logistics substantially in the form filed with the PubCo S-1, with such changes thereto as the Designated Committee shall have approved;

(h) the Amended and Restated Supply Water Purchase and Produced Water Gathering and Disposal Agreement, duly executed by Flow and certain subsidiaries of Double Eagle that are party thereto, in such form as the Designated Committee shall have approved;

(i) the Water System Management Agreement, duly executed by Flow and DEF Operating, LLC, a Delaware limited liability company and wholly owned subsidiary of Double Eagle substantially in the form filed with the PubCo S-1, with such changes thereto as the Designated Committee shall have approved;

(j) the Registration Rights Agreement, duly executed by the parties thereto substantially in the form filed with the PubCo S-1, with such changes thereto as the Designated Committee shall have approved;

(k) the Indemnification Agreement, duly executed by the parties thereto substantially in the form filed with the PubCo S-1, with such changes thereto as the Designated Committee shall have approved;

(l) the Shareholders’ Agreement, duly executed by the parties thereto substantially in the form filed with the PubCo S-1, with such changes thereto as the Designated Committee shall have approved;

(m) the Voting Agreement, duly executed by the parties thereto substantially in the form filed with the PubCo S-1, with such changes thereto as the Designated Committee shall have approved;

(n) a termination agreement, duly executed by Coats and OWL, with respect to Coats’s 50% interest in the OWL Contributed Assets;

(o) evidence of (i) assignment of that certain representation and warranty insurance policy issued to Lea & Eddy, policy number TLN0040287617, effective as of April 14, 2025 (the “RWI Policy”) to OpCo effective as of or prior to the Closing, or (ii) the contribution of the RWI Policy to Accelerated Water Resources, LLC as of or prior to the Closing, in either case, in a form reasonably satisfactory to the EagleRock Entities; and

(p) any other documents, instruments, or certificates contemplated to be executed or delivered by a Contributor, an EagleRock Entity or otherwise pursuant to this Agreement.

Section 4.03 Closing. Each of the transactions contemplated by this Agreement shall take place at such time as contemplated by this Agreement and remotely by exchange of documents and signatures or their electronic counterparts. The Closing shall occur on the “Closing Date”, which shall be the date upon which the closing of the transactions contemplated by the Underwriting Agreement is consummated.

ARTICLE V

TERMINATION

Section 5.01 Termination. This Agreement may be terminated at any time before the Closing:

(a) by mutual written consent of each of the Parties;

(b) by any Party if there is (i) a material breach of any representation or warranty made by any Contributor in this Agreement or (ii) a material breach of any covenant or agreement to be complied with or performed by any Party in this Agreement, in each case, that causes any of the conditions to closing set forth in Section 4.01 not to be satisfied by, or incapable of being satisfied by, September 30, 2026, or such later date as agreed in writing by all of the Parties; provided, however, that such terminating Party is not then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 4.01 from being satisfied;

(c) if the Closing has not occurred by September 30, 2026, or such later date as agreed in writing by each of the Parties; provided, however, that the right to terminate this Agreement under this Section 5.01(c) shall not be available to any Party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; provided further, that neither PubCo nor OpCo shall have any right to terminate this Agreement under this Section 5.01(c); or

(d) by any Party upon a Designated Committee IPO Termination.

Section 5.02 Effect of Termination.

(a) If validly terminated in accordance with Section 5.01, this Agreement shall, except as provided in this Section 5.02, terminate and be of no further force and effect. This Section 5.02 and Article VIII shall survive any termination of this Agreement.

(b) Notwithstanding the foregoing, in the event that (x) all conditions precedent to the Closing of a Contributor have been satisfied or waived and (y) the Closing has not occurred solely as a result of the breach by another Contributor (the “Breaching Party”) of its representations, warranties or covenants hereunder (including such Breaching Party’s obligation to consummate the transactions contemplated by this Agreement at the Closing), each non-breaching Party shall be entitled to (i) exercise any rights available to it at law or in equity, including the right to seek specific performance, against the Breaching Party, and (ii) receive reimbursement from the Breaching Party of all documented out-of-pocket costs and expenses incurred by such non-breaching Party in connection with pursuing the transactions contemplated by this Agreement.

(c) Nothing in this Article V will impair the right of any EagleRock Entity or Contributor to compel specific performance or other equitable remedies by another Contributor of such Contributor’s obligations under this Agreement. Each Party agrees that if any of the provisions of this Agreement were not performed in accordance with their specific terms on a timely basis or were otherwise breached irreparable damage would occur, no adequate remedy at law would exist (even if Damages would be available) and Damages would be difficult to determine, and that, unless this Agreement has been terminated in accordance with its terms, the EagleRock Entities and each Contributor shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement, to enforce specifically the terms and provisions of this Agreement and to compel performance by the Contributors of their respective obligations set forth in this Agreement, without the necessity of proving the inadequacy of money damages as a remedy, in addition to any other remedy at law or in equity. Accordingly, in the event of any such breach of a Contributor’s obligation to consummate the Closing, provided that all of the conditions to Closing set forth in this Agreement have been satisfied or waived by the EagleRock

Entities or Contributor(s) seeking to enforce this Agreement (other than the covenants in Section 4.02, which the EagleRock Entities or Contributor(s) seeking enforcement would be otherwise prepared to satisfy), then the Parties acknowledge and agree that the EagleRock Entity or Contributor(s) seeking to enforce this Agreement shall be entitled, at its election, to specifically enforce the performance of the relevant Contributor(s) obligation to consummate the Closing as required hereunder, including by seeking injunctive relief. Each of the Contributors agrees that it will not oppose the granting of an injunction, specific performance or other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that (i) there is an adequate remedy (or remedies) at law or (ii) an award of specific performance is not an appropriate remedy for any reason in equity or at law, other than on the basis that such remedy is not expressly available pursuant to the terms of this Agreement, including if one of the conditions to Closing set forth in this Agreement has not been satisfied or waived by the Party seeking to enforce this Agreement (other than the covenants in Section 4.02, which the EagleRock Entity or Contributor seeking enforcement would be otherwise prepared to satisfy). Any EagleRock Entity or Contributor seeking an injunction or injunctions to prevent breaches or threatened breaches of this Agreement when expressly available pursuant to the terms of this Agreement and to enforce specifically the terms and provisions of this Agreement when expressly available pursuant to the terms of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction.

ARTICLE VI

SURVIVAL; DAMAGES LIMITATIONS

Section 6.01 Survival. Each Party’s representations and warranties made in this Agreement shall terminate on the date that is 90 days after the date on which PubCo files its first Annual Report on Form 10-K with the U.S. Securities and Exchange Commission, except for (a) the Fundamental Contributor Representations and Warranties, which shall terminate on the date that is 24 months after the Closing Date and (b) those representations and warranties made in Section 2.09, which shall terminate on the date that is 90 days after the applicable statute of limitations closes the taxable period to which the subject Taxes relate. Each covenant and agreement in this Agreement shall survive until the date such covenant or agreement is to be performed in accordance with the terms thereof. No Claim or Action arising out of the inaccuracy or breach of any representation or warranty of any Party may be made following the termination of the applicable survival period; provided, however, that the obligations of such Party to indemnify, defend and hold harmless shall not terminate with respect to any Claim made against such Party to be indemnified before the expiration of the applicable survival period in accordance with the provisions of this Agreement.

Section 6.02 Damages Waiver. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL ANY PARTY BE LIABLE OR RESPONSIBLE TO ANY OTHER PARTY OR ITS AFFILIATES FOR ANY EXEMPLARY, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES OR FOR LOSS OF PROFITS OR REVENUES INCURRED THEREBY THAT ARISE OUT OF OR RELATE TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, REGARDLESS OF WHETHER SUCH CLAIM ARISES UNDER OR RESULTS FROM CONTRACT, TORT OR STRICT LIABILITY, EXCEPT TO THE EXTENT ANY

PARTY SUFFERS SUCH DAMAGES TO A THIRD PARTY, WHICH DAMAGES (INCLUDING COSTS OF DEFENSE AND REASONABLE ATTORNEYS’ FEES INCURRED IN CONNECTION WITH DEFENDING AGAINST SUCH DAMAGES) SHALL NOT BE EXCLUDED BY THIS PROVISION AS TO RECOVERY HEREUNDER.

ARTICLE VII

OBLIGATIONS TO INDEMNIFY

Section 7.01 Contributors’ Indemnification Obligations. Subject to Article VI and the limitations contained in this Article VII, from and after the Closing Date, each Contributor shall, severally and not jointly, indemnify, defend, and hold the EagleRock Entities and their respective subsidiaries (including the Contributed Entities), and each of their respective Representatives, successors and assigns (collectively, but for the avoidance of doubt excluding each Contributor, the “PubCo Indemnified Persons”) harmless from all Damages relating to, resulting from or arising out of: (i) a breach or inaccuracy of such Contributor’s representations and warranties set forth in Article II, (ii) any Ancillary Title Documents executed and delivered by such Contributor or such Contributor’s Contributed Entities or the inability of the Title Company to issue a title policy with respect to such Contributor’s real property interests in accordance with Section 3.01(b) and (iii) any of such Contributor’s Contributor Taxes. The obligations to indemnify, defend, and hold harmless are binding on each Contributor and its successors, assigns, heirs and legal representatives, as applicable.

Section 7.02 Claims Process.

(a) In the event that: (a) any Action is asserted or instituted by any Person against a PubCo Indemnified Person which could give rise to an indemnity obligation of any Contributor (the “Indemnifying Person”) (such Action, a “Third Party Claim”) or (b) any PubCo Indemnified Person shall have a claim for Damages under this Agreement which does not involve a Third Party Claim (such claim, a “Direct Claim”, and together with Third Party Claims, “Claims”), such PubCo Indemnified Person shall, promptly after it becomes aware of a Third Party Claim, or facts supporting a Direct Claim, provide written notice to the Indemnifying Person specifying the nature of such Action and the amount or estimated amount thereof (which amount or estimated amount shall not be conclusive of the final amount, if any, of the Damages involved) (a “Claim Notice”), together with copies of all notices and documents served on or received by such PubCo Indemnified Person in the case of a Third Party Claim; provided, however, that a delay in notifying the Indemnifying Person shall not relieve the Indemnifying Person of its obligations under this Article VII except to the extent that (and only to the extent that) the Indemnifying Person shall have been materially prejudiced by such failure to give such notice, in which case the Indemnifying Person shall be relieved of such obligations to the extent of such material prejudice.

(b) In the event of a Third Party Claim, the Indemnifying Person shall have the right to defend the PubCo Indemnified Person against such Third Party Claim and be entitled to appoint counsel of the Indemnifying Person’s choice at the expense of the Indemnifying Person to represent the PubCo Indemnified Person in connection with such Action (in which case the Indemnifying Person shall not thereafter be responsible for the fees and expenses of any separate counsel retained by such PubCo Indemnified Person or any other costs or expenses with respect to the defense of a Third Party Claim except as set forth below); provided, however, that such counsel

is acceptable to such PubCo Indemnified Person, acting reasonably. If requested by the Indemnifying Person, such PubCo Indemnified Person agrees to cooperate with the Indemnifying Person and its counsel in defending and contesting any Action which the Indemnifying Person defends, or, if appropriate and related to the Action in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled or compromised (i) by the PubCo Indemnified Person without the prior written consent of the Indemnifying Person or (ii) by the Indemnifying Person without the prior written consent of such PubCo Indemnified Person (which consent shall not be unreasonably withheld or delayed), unless, in the case of clause (ii), the sole relief provided is monetary damages that are paid in full by the Indemnifying Person and the Person asserting the Third Party Claim and the Indemnifying Person executes a full release of claims in favor of such PubCo Indemnified Persons in respect of such Third Party Claim. In the event any PubCo Indemnified Person settles or compromises or consents to the entry of any judgment with respect to any Third Party Claim without the prior written consent of the Indemnifying Person, such PubCo Indemnified Person shall be deemed to have waived all rights against the Indemnifying Person for indemnification under this Article VII with respect to such Third Party Claim.

(c) In the event of a Direct Claim, the Indemnifying Person shall notify the PubCo Indemnified Person within thirty (30) days of receipt of a Claim Notice whether the Indemnifying Person disputes such claim. From and after the delivery of a Claim Notice, at the reasonable request of the Indemnifying Person, such PubCo Indemnified Person shall grant the Indemnifying Person and its Representatives reasonable access to the books, records, employees, Representatives and properties of such PubCo Indemnified Person to the extent reasonably related to the subject matter of the Claim Notice.

Section 7.03 Limitations on Indemnification.

(a) Notwithstanding anything in Section 7.01 to the contrary:

(i) No Contributor shall be required to indemnify any PubCo Indemnified Person pursuant to, and no Contributor shall have any Liability under, Section 7.01(i) if, with respect to any individual Damage item or series of related Damage items, such item or series of items is in the aggregate less than the dollar amount set forth adjacent to such Contributor’s name in Schedule 7.03(a)(i) (a “Minor Claim”);

(ii) No Contributor shall be required to indemnify any PubCo Indemnified Person pursuant to, and no Contributor shall have any Liability under, Section 7.01(i) until the aggregate amount of all Damages for which such Contributor would be liable under Section 7.01(i) (excluding Minor Claims) exceeds the dollar amount set forth adjacent to such Contributor’s name in Schedule 7.03(a)(ii) (the “General Indemnification Deductible”), in which case, subject to Section 7.03(a)(iii), such Contributor shall be liable for all Damages (other than Damages in respect of Minor Claims) in excess of the General Indemnification Deductible; and

(iii) No Contributor shall be required to indemnify any PubCo Indemnified Person pursuant to, and no Contributor shall have any Liability under, Section 7.01(i) once the aggregate of all payments made by or on behalf of such Contributor in respect of its indemnification obligations under Section 7.01(i) equals the dollar amount set forth adjacent to such Contributor’s name in Schedule 7.03(a)(iii) (the “General Indemnification Cap”).

(iv) Notwithstanding the foregoing, the limitations set forth in Section 7.03(a)(i) through Section 7.03(a)(iii) shall not apply to any indemnification obligation of a Contributor under Section 7.01(i) for a breach or inaccuracy of any of such Contributor’s Fundamental Contributor Representations and Warranties, but no Contributor shall be required to indemnify any PubCo Indemnified Person pursuant to, and no Contributor shall have any liability under Section 7.01(i) once the aggregate of all payments made by or on behalf of such Contributor in respect of its indemnification obligations under Section 7.01(i) equals the dollar amount set forth adjacent to such Contributor’s name in Schedule 7.03(a)(iv).

(b) The indemnification limitations set forth in the foregoing clause (a) of this Section 7.03 shall not apply with respect to any Damages relating to, resulting from or arising out of (i) Contributor Taxes, (ii) the title matters indemnifiable pursuant to Section 7.01(ii) or (iii) Fraud by any Contributor or its, as applicable, respective Affiliates.

(c) The amount which any Contributor is or may be required to pay to any PubCo Indemnified Person pursuant to this Article VII shall be reduced (retroactively, if necessary) by any insurance proceeds or other amounts recovered by or on behalf of such PubCo Indemnified Person related to the applicable Damages. If a PubCo Indemnified Person shall have received the payment required by this Agreement from the relevant Contributor in respect of such Damages and shall subsequently receive insurance proceeds or other amounts in respect of such Damages, then such PubCo Indemnified Person shall promptly repay to such Contributor a sum equal to the amount of such insurance proceeds or other amounts actually received up to the amount received from such Contributor less any costs incurred to recover such proceeds.

(d) Damages shall be determined without duplication of recovery under other provisions of this Agreement or any other Transaction Document.

Section 7.04 Satisfaction of Claims.

(a) An Indemnifying Person shall be required to make any required indemnity payment to the applicable PubCo Indemnified Person within two (2) Business Days of such PubCo Indemnified Person and the Indemnifying Person agreeing such amount is due or upon a final adjudication determined by a court of competent jurisdiction that such amount is due (either, a “Final Determination”). Following a Final Determination, any amounts that an Indemnifying Person is obligated to pay to a PubCo Indemnified Person in accordance with Section 7.01 shall be paid by the Indemnifying Person, at the sole option of such Indemnifying Person, (x) in cash by wire transfer of immediately available funds to an account designated in writing by such PubCo Indemnified Person, or (y) by the cancellation by PubCo of a number of Class A Shares or Class B Shares of PubCo (and by OpCo of a corresponding number of OpCo Units) held by such Indemnifying Person the aggregate value of which (based on the closing price of PubCo’s Class A Shares on the date of the Final Determination) is equal to the amount of the relevant Damages, with such Damages to be borne severally by such Indemnifying Person (and not jointly with any

other Contributor); provided, however, that any amounts that an Indemnifying Person is obligated to pay a PubCo Indemnified Person that is not the EagleRock Entities in accordance with Section 7.01 shall at the request of the PubCo Indemnified Person be paid by the relevant Indemnifying Person pursuant to clause (x); provided, further, however, that any Indemnifying Person that elects to pay any amount it owes to a PubCo Indemnified Person in accordance with Section 7.01 shall make such cash payment to such Indemnified Person within 10 Business Days of the applicable Final Determination, otherwise the relevant PubCo Indemnified Person shall be permitted to elect that such obligation by paid by the Indemnifying Person pursuant to clause (y) (and PubCo and OpCo shall fully cooperate in furtherance thereof).

(b) For the avoidance of doubt, if a Claim for indemnification is made by a PubCo Indemnified Person during the applicable survival period pursuant to Section 6.01, and by the end of the applicable survival period there remain any amounts in respect of such Claim that have not yet been finally determined, such Claim shall continue to remain subject to this Section 7.04 and the other terms of this Agreement.

Section 7.05 Exclusive Remedy. EXCEPT (A) PURSUANT TO THIS ARTICLE VII OR (B) IN THE CASE OF FRAUD ON THE PART OF ANY PARTY, BUT OTHERWISE NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IF THE CLOSING OCCURS, NO PARTY SHALL HAVE ANY LIABILITY, AND NO PARTY SHALL MAKE ANY CLAIM, FOR ANY LOSS (AND THE PARTIES HEREBY WAIVE ANY RIGHT OF CONTRIBUTION AGAINST EACH OTHER AND THEIR RESPECTIVE AFFILIATES), UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, COMMON LAW, OTHER LAWS OR OTHERWISE. FOR THE AVOIDANCE OF DOUBT, THIS SECTION 7.05 SHALL APPLY SOLELY TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

ARTICLE VIII

MISCELLANEOUS

Section 8.01 Notices. Except as otherwise expressly provided in this Agreement to the contrary, any notice required or permitted to be given under this Agreement shall be in writing (including facsimile or similar electronic transmission) and sent to the address of the Party set forth on the signature pages hereto, or to such other more recent address of which the sending Party actually has received written notice. Each such notice, demand or other communication shall be effective, if given by registered or certified mail, return receipt requested, as of the third (3^rd) day after the date indicated on the mailing certificate, or if given by facsimile or other electronic transmission, upon oral or written confirmation of receipt.

Section 8.02 Interpretation. All references in this Agreement to Exhibits, Schedules, Annexes, Articles, Sections, subsections, clauses and other subdivisions refer to the corresponding Exhibits, Schedules, Annexes, Articles, Sections, subsections, clauses and other subdivisions of or to this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Exhibits, Schedules, Annexes, Articles, Sections, subsections, clauses and other subdivisions of this Agreement are for convenience only, do not constitute any part of this

Agreement and shall be disregarded in construing the language hereof. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection, clause or other subdivision unless expressly so limited. The words “this Article,” “this Section,” “this subsection,” “this clause,” and words of similar import, refer only to the Article, Section, subsection and clause hereof in which such words occur. The word “including” (in its various forms) means including without limitation. All references to “$” or “dollars” shall be deemed references to United States dollars. Each accounting term not defined herein will have the meaning given to it under United States generally accepted accounting principles as interpreted as of the date of this Agreement. Unless expressly provided to the contrary, the word “or” is not exclusive. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Annexes, Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. Reference herein to any federal, state, local or foreign Law shall be deemed to also refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “day” or “days” shall mean calendar day, unless denoted as a Business Day. The word “or” is meant to be inclusive and means “and/or”.

Section 8.03 Dispute Resolution. With respect to any Proceeding arising out of or relating to this Agreement, each of the Parties hereby irrevocably (a) submits to the exclusive jurisdiction of the Business Court in the Eleventh Business Court Division of the State of Texas and the United States District Court for the Southern District of Texas and the appellate courts therefrom (the “Selected Courts”) and waives any objection to venue being laid in the Selected Courts whether based on the grounds of forum non conveniens or otherwise and hereby agrees not to commence any such Proceeding other than before one of the Selected Courts; provided, however, that a Party may commence any Proceeding in a court other than a Selected Court solely for the purpose of enforcing an order or judgment issued by one of the Selected Courts; (b) consents, to the fullest extent permitted by law, to service of process in any Proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized international express carrier or delivery service, to such Party’s address referred to in Section 8.01 hereof; provided, however, that nothing herein shall affect the right of any Party to serve process in any other manner permitted by law; and (c) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE THE RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT AND TO HAVE ALL MATTERS RELATING TO THIS AGREEMENT BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Section 8.04 Defined Terms. Capitalized terms used and not otherwise defined herein shall have the meaning assigned thereto in Annex A attached hereto.

Section 8.05 Further Assurances. Each Party shall take such acts and execute and deliver such documents as may be reasonably required to effectuate the purposes of this Agreement.

Section 8.06 Governing Law. This Agreement shall be governed by and construed under the laws of the State of Texas, without regard to, or giving effect to, the application of Texas choice of law rules.

Section 8.07 Entire Agreement. This Agreement (including the Schedules, Exhibits and Disclosure Schedules to this Agreement, which are integrated into and are part of this Agreement), along with the other Transaction Documents, represents the entire agreement of the Parties with respect to the subject matter hereof and supersedes all other agreements, oral or written with respect to such subject matter.

Section 8.08 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs, legal representatives and permitted assigns; provided, however, that no Party may assign this Agreement (or any rights, benefits or obligations hereunder) without the prior written consent of all other Parties.

Section 8.09 Amendments. Except as otherwise provided herein, no supplement, amendment, alteration, modification, waiver or termination of this Agreement shall be binding unless executed in writing by the Parties.

Section 8.10 Severability. If any provisions of this Agreement, in whole or in part, are held invalid as a matter of Law, it is the Parties’ intent that such holding not affect the other portions of this Agreement, and that such portions that are not invalid be given effect without the invalid portion.

Section 8.11 Counterparts. This Agreement may be executed and delivered in multiple counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed and delivered by electronic executed signature pages, which shall have the same force and effect as original executed signature pages.

Section 8.12 Compliance with Laws and Regulations. This Agreement shall be subject to all applicable Laws and each Party shall perform its obligations hereunder in accordance with all applicable Laws. Nothing contained herein shall be construed so as to require either Party to perform such acts (or to forego performing any acts) that would cause such Party to violate any such applicable Laws.

Section 8.13 No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer upon anyone, other than the Parties and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement or to constitute any Person as a third party beneficiary of this Agreement.

Section 8.14 Time of Essence. Time is of the essence with respect to the performance by each Party of its obligations under this Agreement.

Section 8.15 Waiver. Except as otherwise provided for in this Agreement, a waiver of any of the provisions of this Agreement shall not be deemed or shall not constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver, unless otherwise expressly provided.

Section 8.16 Lea & Eddy Representation. Lea & Eddy represents and warrants to each other Party, as of the date of this Agreement and the Closing Date, as set forth on Schedule 8.16.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have caused this Contribution and Assignment Agreement to be signed and delivered as of the date first above written.


EAGLEROCK LAND, LLC

By:		/s/ Greg Pipkin Jr.
Name:		Greg Pipkin Jr.
Title:		Chief Executive Officer

EAGLEROCK LAND OPERATING, LLC

By:		/s/ Greg Pipkin Jr.
Name:		Greg Pipkin Jr.
Title:		Chief Executive Officer

Signature Page

Contribution and Assignment Agreement

IN WITNESS WHEREOF, the parties have caused this Contribution and Assignment Agreement to be signed and delivered as of the date first above written.


LEA & EDDY HOLDINGS, LLC

By:		/s/ Dale Redman
Name:		Dale Redman
Title:		Manager

Signature Page

Contribution and Assignment Agreement

IN WITNESS WHEREOF, the parties have caused this Contribution and Assignment Agreement to be signed and delivered as of the date first above written.


DOUBLE EAGLE IV MIDCO, LLC

By:		/s/ John Sellers
Name:		John Sellers
Title:		Co-CEO

Signature Page

Contribution and Assignment Agreement

IN WITNESS WHEREOF, the parties have caused this Contribution and Assignment Agreement to be signed and delivered as of the date first above written.


OWL EXPLORATION, L.L.C.

By:		/s/ Christopher Keegan Faudree
Name:		Christopher Keegan Faudree
Title:		Manager

By:		/s/ Richard Harlan Coats, Jr.
Name:		Richard Harlan Coats, Jr.
Title:		Manager

Signature Page

Contribution and Assignment Agreement

IN WITNESS WHEREOF, the parties have caused this Contribution and Assignment Agreement to be signed and delivered as of the date first above written.


SHALLOW VALLEY LAND, LLC

By:		/s/ Richard H. Coats
Name:		Richard H. Coats
Title:		Manager

By:		/s/ Charles R. Wiggins
Name:		Charles R. Wiggins
Title:		Manager

Signature Page

Contribution and Assignment Agreement

IN WITNESS WHEREOF, the parties have caused this Contribution and Assignment Agreement to be signed and delivered as of the date first above written.


CACTUS ENERGY, INC.

By:		/s/ Richard H. Coats
Name:		Richard H. Coats
Title:		President

Signature Page

Contribution and Assignment Agreement

IN WITNESS WHEREOF, the parties have caused this Contribution and Assignment Agreement to be signed and delivered as of the date first above written.


ABYSS, INC.

By:		/s/ Mark. T. Dehlinger
Name:		Mark T. Dehlinger
Title:		Secretary

Signature Page

Contribution and Assignment Agreement

IN WITNESS WHEREOF, the parties have caused this Contribution and Assignment Agreement to be signed and delivered as of the date first above written.

/s/ Mark T. Dehlinger

Mark T. Dehlinger

Signature Page

Contribution and Assignment Agreement

IN WITNESS WHEREOF, the parties have caused this Contribution and Assignment Agreement to be signed and delivered as of the date first above written.

/s/ Richard H. Coats

Richard H. Coats

Signature Page

Contribution and Assignment Agreement

ANNEX A

DEFINITIONS

“Abyss” has the meaning given that term in the preamble.

“Abyss Contributed Assets” has the meaning given to that term in the recitals.

“Abyss HoldCo” has the meaning given to that term in the recitals.

“Abyss HoldCo Contribution” has the meaning given to that term in the recitals.

“Abyss Merger” has the meaning given to that term in the recitals.

“Abyss Merger Agreement” has the meaning given to that term in the recitals.

“Abyss OpCo Units” has the meaning given that term in the recitals.

“Action” means any action, claim, complaint, charge, suit, investigation, petition, arbitral proceeding, whether civil, criminal or administrative, in Law or in equity.

“Additional Flow Easements” has the meaning given to that term in Section 3.11.

“Affiliates” means, with respect to any relevant Person at the relevant time, any other Person that directly or indirectly Controls, is Controlled by, or is under common Control with, such relevant Person in question; provided that, for purposes of this Agreement, none of the Contributors shall be deemed to be Affiliates of the EagleRock Entities and each of their respective Affiliates. For purposes of this Agreement, no party to this Agreement shall be deemed to be an Affiliate of another party to this Agreement solely by reason of the execution and delivery of this Agreement.

“Agreed Tax Treatment” has the meaning given to it in Section 3.06(f).

“Agreement” has the meaning given to that term in the preamble.

“Ancillary Title Documents” has the meaning given to it in Section 3.01(b).

“Authorized Person” has the meaning given to it in Section 2.20.

“Bank Account” has the meaning given to it in Section 2.20.

“Books and Records” means all books and records directly related to the operation and maintenance of a Contributed Asset, including all applicable accounting-related information, and all information with respect thereto required by Law to be maintained by the owner or operator of such Contributed Asset, including all files, correspondence, memoranda, maps, surveys, plats, customer lists, supplier lists and personnel records relating thereto.

“Breaching Party” has the meaning given to it in Section 5.02(b).

Annex A - 1

“Business Day” means Monday through Friday of each week, except that a legal holiday recognized as such by the U.S. federal government or the government of the State of Texas shall not be regarded as a Business Day.

“Cactus” has the meaning given to that term in the preamble.

“Cactus Contributed Assets” has the meaning given to that term in the recitals.

“Cactus HoldCo” has the meaning given to that term in the recitals.

“Cactus HoldCo Contribution” has the meaning given to that term in the recitals.

“Cactus Merger” has the meaning given to that term in the recitals.

“Cactus Merger Agreement” has the meaning given to that term in the recitals.

“Cactus OpCo Units” has the meaning given to that term in the recitals.

“Claim” has the meaning given to that term in Section 7.02(a).

“Claim Notice” has the meaning given to that term in Section 7.02(a).

“Class A Shares” has the meaning given to that term in the recitals.

“Class B Shares” has the meaning given to that term in the recitals.

“Closing” means the closing of all of the transactions contemplated by this Agreement that are to occur at the Closing.

“Closing Date” has the meaning given to that term in Section 4.03.

“Coats” has the meaning given to that term in the preamble.

“Coats Contributed Assets” has the meaning given to that term in the recitals.

“Coats HoldCo Contribution” has the meaning given that term in the recitals.

“Coats OpCo Units” has the meaning given to that term in the recitals.

“Coats OWL HoldCo Contribution” has the meaning given to that term in the recitals.

“Code” means the Internal Revenue Code of 1986 and any successor statute, as amended from time to time.

“Contract” means any contract, agreement, arrangement, indenture, note, bond, loan, instrument, lease, purchase order, conditional sale contract or mortgage.

Annex A - 2

“Contributed Assets” means, collectively, the Dehlinger Contributed Assets, the Coats Contributed Assets, the Abyss Contributed Assets, the Cactus Contributed Assets, the Shallow Valley Contributed Assets, OWL Contributed Assets, the Lea & Eddy Contributed Assets and the Flow Contributed Assets. For the avoidance of doubt, each Contributed Entity of a Contributor and all of the assets of and Contributed Interests in such Contributed Entity shall, in each case, be Contributed Assets of such Contributor.

“Contributed Entities” means, collectively, the Lea & Eddy Contributed Entities, Abyss HoldCo, Cactus HoldCo, Shallow Valley HoldCo, OWL HoldCo, MD HoldCo and Flow. Each of the foregoing is a “Contributed Entity”. When such term is used in Article II, it shall also include any subsidiaries of, or other Person in which any such entity owns an interest.

“Contributed Interests” means the equity interests in each of the Contributed Entities.

“Contributor OpCo Units” has the meaning given to that term in the recitals.

“Contributor Tax Proceeding” has the meaning given to that term in Section 3.06(e).

“Contributor Taxes” means, without duplication, all: (a) Taxes imposed on or with respect to the Contributors; (b) Taxes imposed on or with respect to the Contributed Assets or for which the Contributed Entities may otherwise be liable with respect to any Pre-Closing Tax Period (in the case of a Straddle Period, determined in accordance with Section 3.06(c)) or otherwise with respect to any of the transactions contemplated by the Transaction Documents; (c) to the extent relating to Taxes, resulting from any breach of any representation, warranty or covenant set forth in this Agreement (determined without regard to any materiality or knowledge qualifiers or any scheduled items); (d) Taxes of any consolidated, combined, unitary, or similar group (or any member thereof) of which any Contributed Entity (or any predecessor thereof) is or was a member on or prior to the Closing Date; (e) Taxes of any other Person for which any Contributed Entity is or has been liable as a transferee or successor, by Contract or otherwise, relating to any events or transactions occurring prior to the Closing; (f) withholding Taxes, Transfer Taxes (except as set forth in Section 3.06(a)), or any similar Taxes, in each case, owed as a result of the transactions contemplated by the Transaction Documents, including any payments made to the Contributors pursuant to this Agreement.

“Contributors” has the meaning given to that term in the preamble.

“Control,” “Controlling”, or “Controlled by” means the power to, directly or indirectly, direct a Person’s management and policies, whether through the ownership of voting interests, having Contractual rights or other means.

“Damages” means any and all losses, Taxes, Liabilities, obligations (including indemnification and defense obligations), damages, lawsuits, deficiencies, claims, demands, costs and expenses (whether or not arising out of Claims by a Third Party) of any kind whatsoever, including interest, penalties, reasonable legal and other consultant or expert fees and all amounts paid in investigation, defense or settlement of any of the foregoing.

“Dehlinger” has the meaning given to that term in the preamble.

“Dehlinger Contributed Assets” has the meaning given to that term in the recitals.

Annex A - 3

“Dehlinger MD HoldCo Contribution” has the meaning given to that term in the recitals.

“Dehlinger OpCo Units” has the meaning given to that term in the recitals.

“Designated Committee” has the meaning given to that term in Section 3.09.

“Designated Committee IPO Termination” has the meaning given to that term in Section 3.09.

“Designated Committee Member” has the meaning given to that term in Section 3.09.

“Direct Claim” has the meaning given to that term in Section 7.02(a).

“Disclosure Schedules” means any of the Lea & Eddy Disclosure Schedules, Double Eagle Disclosure Schedules or Shallow Valley Disclosure Schedules, collectively or individually, as the context requires.

“Double Eagle” has the meaning given to that term in the preamble.

“Double Eagle OpCo Units” has the meaning given to that term in the recitals.

“Double Eagle PubCo Cash Contribution” has the meaning given to that term in the recitals.

“EagleRock Entity” or “EagleRock Entities” means PubCo or OpCo, as context requires.

“Encumbrance” means any lien, pledge, option, charge, levy, security interest, deed of trust, attachment, right of first option, right of first refusal or similar restriction, mortgage, right-of-way, easement, encroachment, building or use restriction, conditional sales arrangement, common usage arrangement or other similar encumbrance, assessment, claim, covenant, condition or other similar imperfection or right of third parties affecting title, whether voluntarily incurred or arising by operation of Law, including any agreement to give any of the foregoing in the future, and any contingent sale or other title retention agreement or lease in the nature thereof.

“Enforceability Exceptions” has the meaning given to that term in Section 2.02(a).

“Environmental Laws” means any and all Laws relating to the protection of the environment or the use, treatment, storage, transportation, disposal, or exposure to Hazardous Substances, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §§ 9601, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901, et seq., the Toxic Substances Control Act, as amended, 15 U.S.C. §§ 2601 et seq., the Clean Air Act, as amended, 42 U.S.C. §§ 7401, et seq., the Federal Water Pollution Control Act, as amended, 33 U.S.C. §§ 1251, et seq., the Oil Pollution Act, 33 U.S.C. §§ 2701 et seq., the Federal Hazardous Materials Transportation Act, 45 U.S.C. §§ 5101, et seq., any amendments to the foregoing, and any similar federal, state or local laws, statutes, ordinances, rules, decrees, orders or regulations.

Annex A - 4

“Environmental Permits” means those Permits and any certificates, orders, waivers, variances or other approvals and licenses required by any Governmental Authority under any applicable Environmental Law that are in the name of the Contributors, related solely to the use and operation of the Contributed Assets.

“Equity Interests” has the meaning given to that term in Section 2.02(c).

“Final Determination” has the meaning given to that term in Section 7.04(a).

“Flow” has the meaning given to that term in the recitals.

“Flow Contributed Assets” means all of the assets of Flow.

“Flow Contribution” has the meaning given to that term in the recitals.

“Form of Section 1.01 Contribution Agreement” has the meaning given to that term in the recitals.

“Form of Section 1.03 Contribution Agreement” has the meaning given to that term in the recitals.

“Fraud” means fraud by a Party in connection with any representation or warranty by the Party in Article II of this Agreement. Fraud shall not include any equitable fraud, promissory fraud, negligent misrepresentation or any other fraud or torts (including any claim for fraud) based on constructive or imputed knowledge, negligent misrepresentation, recklessness, or a similar theory under applicable Law.

“Fundamental Contributor Representations and Warranties” means the representations and warranties set forth in Section 2.01 (Organization and Qualification), Section 2.02 (Authority; Capitalization), Section 2.05 (No Brokers Fees) and Section 2.07 (Non-Contravention).

“GAAP” means the U.S. generally accepted accounting principles, as consistently applied throughout the relevant period.

“General Indemnification Cap” has the meaning given to that term in Section 7.03(a)(iii).

“General Indemnification Deductible” has the meaning given to that term in Section 7.03(a)(ii).

“Governmental Authority” means (a) any federal, state, local, municipal, tribal or other government; (b) any governmental, regulatory or administrative agency, commission or body exercising or entitled to exercise any administrative, executive, judicial, legislative, regulatory or taxing authority or power; and (c) any court or governmental tribunal, including any tribal authority having or asserting jurisdiction.

Annex A - 5

“Hazardous Substances” means any materials, substances, or wastes that are listed, regulated, classified, or defined as “hazardous substances,” “hazardous wastes,” “hazardous materials,” “hazardous constituents,” “restricted hazardous materials,” “extremely hazardous substances,” “toxic substances,” “contaminants,” “pollutants,” “toxic pollutants” or words of similar meaning under applicable Environmental Laws due to their dangerous or deleterious properties or characteristics, and shall include petroleum hydrocarbons, petroleum products, asbestos, and polychlorinated biphenyls.

“HoldCo Contributions” has the meaning given to that term in the recitals.

“HSR Act” has the meaning given that term in Section 3.02(a).

“Hydrosource Logistics” means Hydrosource Logistics, LLC, a Texas limited liability company.

“Indemnifying Person” has the meaning given to that term in Section 7.02(a).

“IPO” has the meaning given to that term in the recitals.

“IPO Cash Contribution” has the meaning given to that term in the recitals.

“IRS” means the United States Internal Revenue Service.

“Joinder” has the meaning given to the term in Section 3.14.

“Laws” means all applicable laws, rules, regulations, decrees, statutes, acts, ordinances, rules, treaties, codes, regulations, rulings, proclamations, resolutions, judgments or orders of any domestic, foreign or international Governmental Authority or any subdivision thereof.

“Lea & Eddy” has the meaning given to that term in the preamble.

“Lea & Eddy Contributed Assets” means all of the assets of the Lea & Eddy Contributed Entities.

“Lea & Eddy Contributed Entities” has the meaning set forth in the recitals.

“Lea & Eddy OpCo Units” has the meaning given to that term in the recitals.

“Lea & Eddy Subsidiaries Contribution” has the meaning given to that term in the recitals.

“Lea & Eddy TCW Debt Costs” has the meaning given to the term in Section 3.10(d).

“Lea & Eddy Warrants” has the meaning given to that term in the recitals.

“Liability” means any liability or obligation, whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due.

Annex A - 6

“Material Adverse Change” means, with respect to a Contributor’s Contributed Assets, as applicable, any change, circumstance or effect that (a) is or would reasonably be expected to be materially adverse to the use, ownership, operation, integrity or value of such Contributed Assets or (b) materially impedes or would reasonably be expected to impede the ability of a Party or an Affiliate of a Party to complete the transactions contemplated by this Agreement and the other Transaction Documents.

“Material Contracts” has the meaning given to that term in Section 2.10.

“MD HoldCo” has the meaning given to that term in the recitals.

“MD HoldCo Contribution” has the meaning given to that term in the recitals.

“Measurement Date” has the meaning given to that term in Section 3.16.

“Merger Agreements” has the meaning given to that term in the recitals.

“Mistaken Expenses” has the meaning given to that term in Section 3.16.

“Mistaken Payments” has the meaning given to that term in Section 3.16.

“Minor Claim” has the meaning given to that term in Section 7.03(a)(i).

“OpCo” has the meaning given to that term in the preamble.

“OpCo IPO Cash Contribution Units” has the meaning given to that term in the recitals.

“OpCo Unit Amount” means, with respect to a Contributor, the aggregate number of OpCo Units resulting from multiplying the total number of OpCo Units then outstanding (prior to giving effect to the issuance of OpCo Units to PubCo pursuant to the IPO) by the percentage set forth adjacent to such Contributor’s name in Schedule VIII, as ultimately adjusted at the IPO pricing for transaction expenses, cash distributions, cash invested by the public and debt repayment, in each case as finalized and approved by the Designated Committee and as reflected in the final IPO pricing spreadsheet and final prospectus filed with the U.S. Securities and Exchange Commission.

“OpCo Units” means limited liability company interests of OpCo.

“Order” means any judgment, order, settlement agreement, writ, injunction or decree of any Governmental Authority having jurisdiction over the matter.

“OWL” has the meaning given to that term in the preamble.

“OWL Contributed Assets” has the meaning given to that term in the recitals.

“OWL HoldCo” has the meaning given to that term in the recitals.

“OWL HoldCo Contribution” has the meaning given to that term in the recitals.

“OWL Merger” has the meaning given to that term in the recitals.

Annex A - 7

“OWL Merger Agreement” has the meaning given to that term in the recitals.

“OWL OpCo Units” has the meaning given to that term in the recitals.

“Parties” has the meaning given to that term in the preamble.

“Permit” means any license, permit, concession, franchise, authority, consent, authorization, registration or approval granted by any Governmental Authority.

“Permitted Encumbrances” means (a) carriers, warehouseman, mechanics, materialmen or other similar statutory Encumbrances which have arisen in the ordinary course of business and consistent with past practice and that secure amounts that are not yet due and payable; (b) with respect to real property interests, covenants, conditions, restrictions, easements, encroachments, and similar or encumbrances of record that do not, individually or in the aggregate, materially interfere with the current or planned occupancy, ownership or operation of the applicable Contributed Assets (but in all events, excluding any pledge, charge, levy, security interest, mortgage, deed of trust, or other monetary lien or Encumbrance); (c) with respect to real property interests, zoning, building codes and other land use laws regulating the use or occupancy of the real property or the activities conducted thereon which are imposed by a Governmental Authority that do not, individually or in the aggregate, materially interfere with the current or planned occupancy, ownership or operation of the applicable Contributed Assets; (d) Encumbrances created pursuant to the Transaction Documents and (e) liens for Taxes or assessments not yet due or delinquent, or, if delinquent, that are being contested in good faith in the normal course of business. The term “Title Policy Permitted Encumbrances” refers to the Permitted Encumbrances described in clauses (b) – (e) above only and expressly excludes any Encumbrances created from and after the date of this Agreement without the prior written approval of the Designated Committee.

“Person” means any individual or entity, including any corporation, limited liability company, partnership (general or limited), joint venture, association, joint stock company, trust, unincorporated organization or government (including any board, agency, political subdivision or other body thereof).

“Powers of Attorney” has the meaning given to that term in Section 2.20.

“Pre-Closing Tax Period” means any taxable period (or portion of a Straddle Period) ending on or before the Closing Date.

“Proceedings” means any Actions, causes of action, written demands, written claims, suits, investigations, any proceeding (including any bankruptcy, civil, criminal, administrative, judicial, investigative or appellate proceeding), litigation, arbitration and appeals by or before any Governmental Authority or arbitrator.

“PubCo” has the meaning given to that term in the preamble.

“PubCo Cash Amount” means, with respect to a Contributor, an amount of cash resulting from multiplying $20,000 by the percentage set forth adjacent to such Contributor’s name in Schedule VIII, as ultimately adjusted at the IPO pricing for transaction expenses, cash distributions, cash invested by the public and debt repayment, in each case as finalized and approved by the Designated Committee and as reflected in the final IPO pricing spreadsheet and final prospectus filed with the U.S. Securities and Exchange Commission.

Annex A - 8

“PubCo Cash Contributions” has the meaning given to that term in the recitals.

“PubCo OpCo Cash Contribution” has the meaning given to that term in the recitals.

“PubCo Indemnified Persons” has the meaning given to that term in Section 7.01.

“PubCo S-1” has the meaning given to that term in Section 2.14.

“PubCo Shares” has the meaning given to that term in the recitals.

“PubCo Shares Amount” means, with respect to a Contributor, the aggregate number of Class B Shares resulting from multiplying the total number of Class B Shares then outstanding (prior to giving effect to the issuance of Class A Shares or Class B Shares to the public pursuant to the IPO) by the percentage set forth adjacent to such Contributor’s name in Schedule VIII, as ultimately adjusted at the IPO pricing for transaction expenses, cash distributions, cash invested by the public and debt repayment, in each case as finalized and approved by the Designated Committee and as reflected in the final IPO pricing spreadsheet and final prospectus filed with the U.S. Securities and Exchange Commission.

“Real Property Lease” has the meaning given to that term in Section 2.03(b).

“Reimbursable Expenditures” has the meaning given to that term in Section 3.10(c).

“Release” means any release, spill, emission, discharge, leaking, pumping, pouring, placing, dumping, injection, disposal, or migration of Hazardous Substances into or through air, surface water, groundwater, land, or subsurface strata.

“Representatives” means any employee, agent, officer, director, manager, attorney, advisor, representative, equity holder, consultant, legal representative, heir, contractor, or subcontractor of a Person.

“Revenue Contract” has the meaning given to that term in Section 2.10.

“Rights of Way” means the easements, right of way agreements, servitudes and those crossing licenses or Permits relating to the applicable Contributed Assets.

“RWI Policy” has the meaning given to that term in Section 4.02(o).

“Selected Courts” has the meaning given to that term in Section 8.03.

“Shallow Valley” has the meaning given to that term in the preamble.

“Shallow Valley Contributed Assets” has the meaning given to that term in the recitals.

“Shallow Valley Entities Merger” has the meaning given to that term in the recitals.

Annex A - 9

“Shallow Valley Entities Merger Agreement” has the meaning given to that term in the recitals.

“Shallow Valley HoldCo” has the meaning given to that term in the recitals.

“Shallow Valley HoldCo Contribution” has the meaning given to that term in the recitals.

“Shallow Valley Merger” has the meaning given to that term in the recitals.

“Shallow Valley Merger Agreement” has the meaning given to that term in the recitals.

“Shallow Valley OpCo Units” has the meaning given to that term in the recitals.

“Shallow Valley Owners” has the meaning given to that term in the preamble.

“Specified Transfer” has the meaning given to the term in Section 3.14.

“Straddle Period” means any Tax period that begins on or before and ends after the Closing Date.

“SWD Fixtures” has the meaning given to the term in Section 2.15(d).

“SWDs” has the meaning given to that term in Section 2.15(c).

“Tax” means any income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental, windfall profit, vehicle, airplane, boat, vessel or other title, capital stock, franchise, employees’ income withholding, foreign or domestic withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, value added, alternative, add-on minimum and other tax, fee, assessment, levy, tariff, charge or duty of any kind whatsoever and any interest, penalty, addition or additional amount thereon imposed, assessed or collected by or under the authority of any Taxing Authority or payable under any tax-sharing agreement or any other contract.

“Tax Proceeding” means any audit, litigation or other Action with respect to Taxes for any Pre-Closing Tax Period.

“Tax Return” means any return, report, declaration, claim for refund or information return or statement required to be filed with a Taxing Authority with respect to Taxes, including any schedule or attachment thereto and any amendment thereof.

“Taxing Authority” means with respect to any Tax, the Governmental Authority or political subdivision thereof that imposes such Tax, and the agency (if any) charged with collection of such Tax for such entity or subdivision.

“TCW” has the meaning given to that term in the recitals.

“TCW Blocker 1” has the meaning given to that term in the recitals.

“TCW Blocker 2” has the meaning given to that term in the recitals.

Annex A - 10

“TCW Blocker Class B Cancellation” has the meaning given to that term in the recitals.

“TCW Blocker Merger Agreements” has the meaning given to that term in the recitals.

“TCW Blocker Mergers” has the meaning given to that term in the recitals.

“TCW Blockers” has the meaning given to that term in the recitals.

“TCW Debt” means the Tranche A Loans, as such term is defined in that certain Financing Agreement (as amended), by and between, among others, (i) the TCW Entities (as lenders), (ii) Lea & Eddy (as parent guarantor), and (iii) Desert Ram Holdings, LLC, Hydrosource Logistics, LLC, and Accelerated Water Resources, LLC (each as joint and several co-borrowers), dated as of April 4, 2024, as amended from time to time. For the avoidance of doubt, the TCW Debt does not include the Fifth Amendment Term Loan (Tranche B) of such credit facility, and Hydrosource Logistics shall be released from any and all obligations under Tranche A upon the TCW Debt Agreement.

“TCW Debt Agreement” has the meaning given to that term in the recitals.

“TCW Debt Repayment” has the meaning given to that term in the recitals.

“TCW Entities” has the meaning given to that term in the recitals.

“TCW Forfeited Warrants” has the meaning given to that term in the recitals.

“TCW Merger Sub 1” has the meaning given to that term in the recitals.

“TCW Merger Sub 2” has the meaning given to that term in the recitals.

“TCW Merger Subs” has the meaning given to that term in the recitals.

“TCW Remaining Warrants” has the meaning given to that term in the recitals.

“TCW Warrant Transactions” has the meaning given to that term in the recitals.

“Third Party” means, with respect to a Party, any Person other than: (a) such Party; (b) such Party’s Affiliates; (c) such Party’s and its Affiliates’ Representatives; and (d) such Party’s heirs, legal representatives and permitted assigns.

“Third Party Claim” has the meaning given to that term in Section 7.02(a).

“Title Company” means First American Title Insurance Company, acting through its agent Republic Title of Texas, Inc.

“Transaction Documents” means, collectively, this Agreement, the Underwriting Agreement, all commercial and IPO governance related agreements being entered into at the Closing, the documents set forth in Section 4.02 and each other agreement, instrument or certificate delivered pursuant hereto or thereto.

Annex A - 11

“Transaction Expenses Payment” has the meaning given to that term in the recitals.

“Transfer Taxes” has the meaning given to that term in Section 3.06(a).

“Treasury Regulations” means the final or temporary regulations promulgated by the United States Department of the Treasury under the Code.

“Underwriting Agreement” has the meaning given to that term in the recitals.

“Warrant Exercise Agreement” has the meaning given to that term in the recitals.

“Water Fixtures” has the meaning given to that term in Section 2.15(b).

“Water Wells” has the meaning given to that term in Section 2.15(a).

“WP Schedule” has the meaning given to that term in Section 3.16.

“Wrong Pockets Adjustment Amount” has the meaning given to that term in Section 3.16.

Annex A - 12

EXHIBIT A

FORM OF SECTION 1.01 CONTRIBUTION AGREEMENT

[Intentionally omitted.]

EXHIBIT B

FORM OF MERGER AGREEMENT

[Intentionally Omitted.]

EXHIBIT C

FORM OF SECTION 1.03 CONTRIBUTION AGREEMENT

[Intentionally Omitted.]

EXHIBIT D

FORM OF TCW DEBT AGREEMENT

[Intentionally Omitted.]

EXHIBIT E

FORM OF SHALLOW VALLEY ENTITIES MERGER AGREEMENT

[Intentionally Omitted.]

SCHEDULE I

DEHLINGER CONTRIBUTED ASSETS

[Intentionally omitted.]

SCHEDULE II

COATS CONTRIBUTED ASSETS

[Intentionally omitted.]

SCHEDULE III

ABYSS CONTRIBUTED ASSETS

[Intentionally omitted.]

SCHEDULE IV

CACTUS CONTRIBUTED ASSETS

[Intentionally omitted.]

SCHEDULE V

SHALLOW VALLEY CONTRIBUTED ASSETS

[Intentionally omitted.]

SCHEDULE VI

OWL CONTRIBUTED ASSETS

[Intentionally omitted.]

SCHEDULE VII

LEA & EDDY CONTRIBUTED ENTITIES

[Intentionally omitted.]

SCHEDULE VIII

CONTRIBUTOR PERCENTAGE INTERESTS

[Intentionally omitted.]

SCHEDULE 3.01(a)

ASSIGNED EMPLOYMENT AGREEMENTS

[Intentionally omitted.]

SCHEDULE 3.11

ADDITIONAL FLOW EASEMENTS

[Intentionally omitted.]

SCHEDULE 7.03(a)

LIMITATIONS ON INDEMNIFICATION

[Intentionally omitted.]

SCHEDULE 8.16

[Intentionally omitted.]


Exhibit Number		Description

1.1*		Underwriting Agreement, dated as of May 13, 2026, by and among EagleRock Land, LLC, EagleRock Land Operating, LLC and Goldman Sachs & Co. LLC, Barclays Capital Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein.

3.1		Second Amended and Restated Company Agreement of EagleRock Land, LLC, dated as of May 15, 2026.

4.1#		Registration Rights Agreement, dated as of May 15, 2026, by and among EagleRock Land, LLC and the other parties thereto.


10.1#*		Amended and Restated Company Agreement of EagleRock Land Operating, LLC, dated as of May 15, 2026.

10.2#		Shareholder’s Agreement, dated as of May 15, 2026, by and between EagleRock Land, LLC and Lea & Eddy Holdings, LLC.

10.3#		Shareholder’s Agreement, dated as of May 15, 2026, by and between EagleRock Land, LLC and Double Eagle IV Midco, LLC.

10.4#		Shareholder’s Agreement, dated as of May 15, 2026, by and among EagleRock Land, LLC, Abyss Inc., Cactus Energy, Inc., Richard H. Coats, Mark T. Dehlinger, Richard H. Coats Jr., Charles R. Wiggins and Christopher Keegan Faudree.

10.5		Form of Voting Agreement.

10.6#*		Produced Water Recycling Rights Agreement, dated as of May 15, 2026, by and among EagleRock Land Operating, LLC, Hydrosource Midstream, LLC and Hydrosource Logistics, LLC.

10.7#*		Water System Management Agreement, dated as of May 15, 2026, by and between DE IV Flow, LLC and DEF Operating, LLC.

10.8†		EagleRock Land, LLC Long Term Incentive Plan.

10.9†		EagleRock Land, LLC Employee Share Purchase Plan.

10.10†		EagleRock Land, LLC Change in Control Severance Plan.

10.11*		Contribution and Assignment Agreement, dated as of May 4, 2026, by and among EagleRock Land, LLC, EagleRock Land Operating, LLC, Lea & Eddy Holdings, LLC, Double Eagle IV Midco, LLC, OWL Exploration, L.L.C., Shallow Valley Land, LLC, Cactus Energy, Inc., Abyss Inc., Mark T. Dehlinger and Richard H. Coats.

10.12*		Warrant Exercise Agreement, dated as of May 4, 2026, by and among EagleRock Land, LLC, EagleRock Land Operating, LLC, Lea & Eddy Holdings, LLC and the other parties thereto.

10.13†		Form of Indemnification Agreement.

99.1		Press Release, dated as of May 13, 2026.


DOUBLE EAGLE IV MIDCO, LLC

By: Double Eagle IV Pledgeco, LLC, its sole member

By:		/s/ John Sellers
Name:		John Sellers
Title:		Co-Chief Executive Officer


SPONSOR:

ABYSS INC.
By:		/s/ Mark T. Dehlinger
Name:		Mark T. Dehlinger
Title:		Secretary

CACTUS ENERGY, INC.

By:		/s/ Richard H. Coats
Name:		Richard H. Coats
Title:		President

By:		/s/ Richard H. Coats
Name:		Richard H. Coats

By:		/s/ Mark T. Dehlinger
Name:		Mark T. Dehlinger

By:		/s/ Richard H. Coats Jr.
Name:		Richard H. Coats Jr.

By:		/s/ Charles R. Wiggins
Name:		Charles R. Wiggins

By:		/s/ Christopher Keegan Faudree
Name:		Christopher Keegan Faudree

Job Title

Selected for

Layoff

Not Selected

for Layoff