Exhibit 2.1

Execution Version

BUSINESS COMBINATION AGREEMENT

BY AND AMONG

COLGATE ENERGY PARTNERS III, LLC,

CENTENNIAL RESOURCE DEVELOPMENT, INC.,

CENTENNIAL RESOURCE PRODUCTION, LLC,

AND,

SOLELY FOR PURPOSES OF THE SPECIFIED PROVISIONS HEREIN,

COLGATE ENERGY PARTNERS III MIDCO, LLC

DATED AS OF MAY 19, 2022

TABLE OF CONTENTS

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Table of Contents (cont’d)

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Table of Contents (cont’d)

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Table of Contents (cont’d)

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APPENDICES:

Appendix A - Definitions

EXHIBITS:

Exhibit A – Pre-Closing Reorganization

Exhibit B – Form of Registration Rights Agreement

Exhibit C – Form of A&R Parent Charter

Exhibit D – Form of Voting Agreement

Exhibit E – Form of A&R LLC Agreement

SCHEDULES:

Company Disclosure Schedules

Parent Disclosure Schedules

Schedule A – Subject Wells

BUSINESS COMBINATION AGREEMENT

This Business Combination Agreement (as may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of May 19, 2022 (the “Execution Date”), by and among Colgate Energy Partners III, LLC, a Delaware limited liability company (the “Company”), Centennial Resource Development, Inc., a Delaware corporation (“Parent”), Centennial Resource Production, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub”), and, solely for purposes of Section 5.3(d), Section 5.9, Article VIII, Section 9.5(b), Section 9.7(b), Section 10.4(b), Section 10.6(b) and Section 11.4 (collectively, the “Specified Provisions”), Colgate Energy Partners III MidCo, LLC, a Delaware limited liability company (the “Company Unitholder”). The Company, Parent, Merger Sub and, solely with respect to the Specified Provisions, the Company Unitholder are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”

RECITALS

WHEREAS, subject to the terms and conditions hereof, one (1) day prior to the Effective Time, Parent will complete the pre-closing reorganization, pursuant to the structure and steps set forth in Exhibit A (the “Pre-Closing Reorganization”) and, as a result, Parent and Centennial Corp., a Delaware corporation and newly formed, wholly owned subsidiary of Parent (“Centennial Corp.”), will own all of the issued and outstanding equity Interests of Merger Sub.

WHEREAS, Merger Sub owns all of the assets and operations of Parent (other than Parent’s equity Interest in Merger Sub);

WHEREAS, the Company Unitholder is the sole member of the Company, and CEP III Holdings, LLC, a Delaware limited liability company (“Holdings”) is the sole member of the Company Unitholder;

WHEREAS, subject to the terms and conditions hereof, one (1) day following the completion of the Pre-Closing Reorganization, Merger Sub will merge with and into the Company (the “Merger”), with Merger Sub surviving the Merger as a subsidiary of Parent;

WHEREAS, contemporaneously with the Closing, in connection with the Transactions, Parent and the Company Unitholder (and those Company Designees whom the Company Unitholder designates as a party as identified in writing to Parent at least two Business Days prior to the Closing Date), will enter into that certain Registration Rights Agreement (the “Registration Rights Agreement”), substantially in the form set forth on Exhibit B, to be effective upon the Closing;

WHEREAS, Parent shall, subject to obtaining the Parent Stockholder Approvals, adopt a fourth amended and restated certificate of incorporation, substantially in the form set forth on Exhibit C (the “A&R Parent Charter”), to be effective as of the Effective Time;

WHEREAS, the board of directors of Parent (the “Parent Board”) has unanimously (a) determined that this Agreement and the Transactions are advisable and fair to, and in the best interest of, the Parent Stockholders, (b) approved and declared advisable this Agreement and the Transactions, including the issuance of shares of Parent Class C Common Stock to the Company Unitholder (and the issuance of the Parent Class A Common Stock issuable upon the exchange of the Surviving Company Units in accordance with the A&R LLC Agreement) and (c) resolved, subject to applicable Law, to make the Parent Recommendation;

WHEREAS, concurrently with the execution of this Agreement, certain Parent Stockholders (the “Supporting Parent Stockholders”), Parent and the Company are entering into that certain Voting Agreement, substantially in the form set forth on Exhibit D (the “Voting Agreement”), pursuant to which, among other things, each Supporting Parent Stockholder is agreeing to support and vote in favor of all of the Proposals;

WHEREAS, the board of managers of Holdings has approved and declared advisable and in the best interest of Holdings for each of the Company Unitholder and the Company this Agreement and the Transactions, including the Merger; and

WHEREAS, Parent, as the sole member of Merger Sub, has approved and declared advisable this Agreement and the Transactions, including the Merger.

NOW, THEREFORE, in consideration of the premises and of the mutual promises, representations, warranties, covenants, conditions and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound by the terms hereof, agree as follows:

Article I

Definitions and Interpretation

Section 1.1 Defined Terms. In addition to the terms defined in the Preamble and the Recitals of this Agreement, for purposes hereof, the capitalized terms used herein and not otherwise defined shall have the meanings set forth in Appendix A. A defined term has its defined meaning throughout this Agreement regardless of whether it appears before or after the place where it is defined, and its other grammatical forms have corresponding meanings.

Section 1.2 References and Rules of Construction. All references in this Agreement to Exhibits, Schedules, Appendices, Articles, Sections, subsections, clauses, and other subdivisions refer to the corresponding Exhibits, Schedules, Appendices, 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, Appendices, 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. All references to “$” shall be deemed references to Dollars. Each accounting term not defined herein will have the meaning given to it under GAAP as interpreted as of the Execution Date, and, as applicable, as consistently applied in the oil and gas industry. Unless the context requires otherwise, the word “or” is not exclusive. As used herein, the word (a) “day” means calendar day; “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”; (b) “this Agreement,” “herein,” “hereby,” “hereunder,” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular

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Article, Section, subsection, clause, or other subdivision unless expressly so limited; (c) “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; and (d) “including” (in its various forms) means including without limitation. 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. Appendices, Exhibits, and Schedules referred to herein are attached to this Agreement 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, and shall also be deemed to refer to such Laws as in effect as of the Execution Date or as hereafter amended. Examples are not to be construed to limit, expressly or by implication, the matter they illustrate. References to a specific time shall refer to prevailing Central Time, unless otherwise indicated. If any period of days referred to in this Agreement shall end on a day that is not a Business Day, then the expiration of such period shall be automatically extended until the end of the first succeeding Business Day. Except as otherwise specifically provided in this Agreement, any agreement, instrument, or writing defined or referred to herein means such agreement, instrument, or writing, as from time to time amended, supplemented, or modified prior to the Execution Date.

Article II

Business Combination Transactions

Section 2.1 Parent Transactions.

(a) One (1) day prior to the Effective Time, Parent shall complete the Pre-Closing Reorganization.

(b) At the Effective Time, the certificate of incorporation of Parent, as in effect immediately prior to the Effective Time, shall be amended and restated as of the Effective Time to be the A&R Parent Charter, and as so amended and restated shall be the certificate of incorporation of Parent until thereafter amended as provided therein or by applicable Law.

Section 2.2 The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the Delaware Limited Liability Company Act (the “DLLCA”), one (1) day following the completion of the Pre-Closing Reorganization, at the Effective Time, Merger Sub shall be merged with and into the Company, with Merger Sub surviving the Merger (Merger Sub is sometimes hereinafter referred to as the “Surviving Company” for the periods at and after the Effective Time), and the separate limited liability company existence of the Company shall thereupon cease by operation of the Laws of the State of Delaware. The Merger shall have the effects set forth in this Agreement and the DLLCA. Without limiting the generality of the foregoing and subject thereto, by virtue of the Merger and without further act or deed, at the Effective Time, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Company and all of the debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Company. After the Merger, the Surviving Company shall be a Subsidiary of Parent.

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Section 2.3 Effect of the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the Company Unitholder:

(a) Conversion of Merger Sub Membership Interest. All membership interests of Merger Sub, issued and outstanding immediately prior to the Effective Time, shall be converted into the Pass Through Number of validly issued, fully paid and nonassessable (except as limited by the DLLCA) Surviving Company Units free and clear of all liens (other than restrictions on transfer under applicable securities Laws and the Organizational Documents of the Surviving Company) and Parent shall be designated as the sole manager of the Surviving Company. The “Pass Through Number” shall equal the number of shares of Parent Class A Common Stock that are outstanding immediately after the Effective Time, after giving effect to the Transactions.

(b) Consideration for Company Interest. Subject to Section 2.4, at the Effective Time, all of the Company Unitholder’s sole membership Interest in the Company shall be exchanged for 269,300,000 shares of Parent Class C Common Stock (the “Parent Stock Consideration”), 269,300,000 Surviving Company Units (the “Surviving Company Unit Consideration” and, together with the Parent Stock Consideration, the “Share Consideration”) and $525,000,000 (the “Cash Consideration” and, together with the Share Consideration, the “Merger Consideration”); provided that no fractional Surviving Company Units or Parent Class C Common Stock shall be issued, in connection therewith (with any such fractional amount being rounded down and paid in cash in lieu thereof pursuant to Section 2.10).

Section 2.4 Adjustments to Merger Consideration. At Closing, subject to the limitations set forth in Article IX and Article X and this Section 2.4, the Merger Consideration shall be adjusted downwards (if applicable, and without duplication) by any reduction to the Merger Consideration pursuant to Article IX and Article X. Any such reduction in the Merger Consideration shall be applied pro rata to the Cash Consideration and Share Consideration in the following proportions: twenty percent (20%) to the Cash Consideration, and eighty percent (80%) to the Share Consideration (such proportions, the “Defect Consideration Allocation”). Any such reduction to the Share Consideration shall be calculated in accordance with the Defect Share Formula. Notwithstanding anything to the contrary in this Agreement, the adjustment to the Merger Consideration pursuant to Article IX and Article X (if any) shall not exceed an amount equal to $160,000,000 (the “Defect Cap”) minus $80,000,000 (the “Aggregate Defect Deductible”).

Section 2.5 Organizational Documents of Merger Sub and Parent. At the Effective Time, the Merger Sub LLCA shall be amended and restated in its entirety to be in substantially the form set forth on Exhibit E (the “A&R LLC Agreement”) to, among other things, recapitalize the authorized equity securities of the Surviving Company (including the reclassification of all membership interests of Merger Sub into Surviving Company Units, with the rights, preferences and obligations set forth therein), permit the issuance and ownership of the Surviving Company Units as contemplated to be issued and owned upon consummation of the Transactions, with the rights, preferences and obligations set forth therein, and designate Parent as the sole manager of the Surviving Company. The A&R LLC Agreement shall be the limited liability company agreement of the Surviving Company until thereafter supplemented or amended in accordance with its terms and the DLLCA.

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Section 2.6 Officers of the Surviving Company.

(a) Merger Sub shall take all necessary action prior to the Effective Time such that Parent shall continue as the sole manager of the Surviving Company from and after the Effective Time.

(b) The individuals set forth on Section 2.6(b) of the Company Disclosure Schedules shall serve as officers of the Surviving Company following the Effective Time until the earlier of their death, resignation or removal or until their respective successors are duly appointed.

Section 2.7 Closing. Subject to the terms and conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place electronically through the exchange of documents via e-mail or facsimile on the date which is two (2) Business Days after the date on which all conditions set forth in Article VI shall have been satisfied or waived (except for any such conditions that by their nature may only be satisfied at or in connection with the occurrence of Closing, but subject to the satisfaction or waiver of those conditions) or such other time and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.”

Section 2.8 Effective Time. On the Closing Date, the Company shall cause a Certificate of Merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 18-209 of the DLLCA. The Merger shall become effective at the time when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the Parties in writing and specified in the Certificate of Merger (the “Effective Time”).

Section 2.9 Equitable Adjustment. Without limiting the obligations of Parent pursuant to Section 5.7, if, at any time on or after the date hereof and prior to the Closing, (x) Parent makes (or any record date occurs with respect thereto) (A) any Parent dividend or distribution of Parent Common Stock, (B) subdivision or split of any Parent Common Stock, (C) combination or reclassification of Parent Common Stock into a smaller number of shares of Parent Common Stock or (D) issuance of any securities by reclassification of Parent Common Stock (including any reclassification in connection with a merger, consolidation or business combination in which Parent is the surviving Person) (other than pursuant to this Agreement) or (y) any merger, consolidation, combination, or other transaction is consummated pursuant to which Parent Common Stock is converted to cash or other securities (other than pursuant to this Agreement), then the Merger Consideration and any other amounts payable pursuant to this Agreement shall be proportionately adjusted, including, for the avoidance of doubt, in the cases of clauses (x)(D) and (y) to provide for the receipt by the Company Unitholder, in lieu of any Surviving Company Units or Parent Class C Common Stock, the same number or amount of cash and/or securities as is received in exchange for each share of Parent Common Stock in connection with any such transaction described in clauses (x)(D) and (y) hereof. An adjustment made pursuant to the foregoing sentence shall become effective immediately after the record date in the case of a dividend and shall become effective immediately after the effective date in the case of a subdivision, split, combination, reclassification or other transaction.

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Section 2.10 Cash in Lieu of Fractional Interests. Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of Parent Class C Common Stock or fractional Surviving Company Units shall be issued pursuant to Section 2.3(b), and such fractional interests shall not entitle the owner thereof to vote or to any other rights of a holder of Parent Class C Common Stock or Surviving Company Units. In lieu of the issuance of any such fractional shares and units, Parent shall pay to the Company Unitholder, if the Company Unitholder would otherwise have been entitled to receive fractional interest, an amount in cash, without interest, rounded down to the nearest cent, equal to the product obtained by multiplying (a) the amount of the fractional interest to which the Company Unitholder would otherwise have been entitled (but for this Section 2.10) by (b) the Parent Trading Price.

Section 2.11 Withholding. Parent, Merger Sub, the Company and the Surviving Company shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to the Company Unitholder or any other Person such amounts as each of Parent, Merger Sub, the Company or the Surviving Company is required to deduct and withhold under the Code, or any Tax Law, with respect to the making of such payment; provided, that Parent, Merger Sub, the Company or the Surviving Company, as applicable, shall, prior to making any such deduction or withholding, notify the Company Unitholder or such other Person of any anticipated withholding, and reasonably cooperate with the Company Unitholder or such other Person to minimize the amount of any applicable withholding to such affected Person. To the extent that amounts are so withheld and timely remitted to the appropriate Governmental Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made.

Article III

Representations and Warranties of the Company

Except as set forth in the disclosure schedules delivered to Parent and Merger Sub by the Company on or prior to the Execution Date (the “Company Disclosure Schedules”), the Company hereby represents and warrants to Parent and Merger Sub as of the Execution Date and as of the Closing (except for the representations and warranties that refer to a specified date, which will be deemed made as of such date) as follows:

Section 3.1 Existence and Qualification.

(a) The Company is a limited liability company duly organized, validly existing, and in good standing under the Laws of the State of Delaware and is duly qualified to do business in all jurisdictions in which its ownership of property or conduct of business requires the Company to be qualified except where the failure to be so qualified or licensed or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

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(b) Each Subsidiary of the Company is duly organized, validly existing, and in good standing under the Laws of the jurisdiction of its organization and is duly qualified to do business in each and every jurisdiction in which its ownership of property or conduct of business requires it to be qualified, except where the failure to be so qualified, licensed or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

Section 3.2 Organizational Power. The Company has all requisite limited liability company power to enter into and perform this Agreement and each other Transaction Document to which it is or will be a party and to consummate the Transactions. Each of the Company and its Subsidiaries has all requisite organizational power to own, lease, and operate its properties and to carry on its business as now being conducted, except where the failure to have such power, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

Section 3.3 Authorization and Enforceability.

(a) The execution, delivery and performance of this Agreement, all documents required to be executed and delivered by the Company at Closing and all other Transaction Documents to which the Company is or will be a party, and the performance of the Transactions, have been duly and validly authorized by all necessary limited liability company action on the part of the Company. This Agreement has been duly executed and delivered by the Company (and all documents required hereunder to be executed and delivered by the Company at Closing and all other Transaction Documents will be duly executed and delivered by the Company) and this Agreement constitutes, and at the Closing such documents will constitute, the valid and binding obligations of the Company, enforceable in accordance with their terms except as such enforceability may be limited by applicable bankruptcy or other similar Laws affecting the rights and remedies of creditors generally as well as by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).

(b) Holdings, as sole member of the Company Unitholder, which is the sole member of the Company, has approved and declared advisable this Agreement and the Transactions, including the Merger. Such approval has not been rescinded, modified or withdrawn in any way. The approval of this Agreement and the Transactions, including the Merger, by Holdings is the only vote of holders of equity Interests of the Company or the Company Unitholder necessary for the consummation of the Transactions.

Section 3.4 Capitalization; Subsidiaries.

(a) Company Unitholder is the sole member of the Company and holds such Interest free and clear of all Encumbrances other than those arising pursuant to or described in (i) the Organizational Documents of the Company or (ii) applicable securities Laws.

(b) Section 3.4(b) of the Company Disclosure Schedules sets forth a true, correct, and complete list of all Subsidiaries of the Company, and, except for the Subsidiaries set forth on Section 3.4(b) of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries directly or indirectly owns, of record or beneficially, any Interest in, or any interest convertible into, exercisable for the purchase of or exchangeable for any such Interest, or is under any current or prospective obligation to form or participate in, provide funds to, make any loan, capital contribution or other investment in or assume any liability of, any Person.

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(c) Neither the Company nor any of its Subsidiaries has issued or agreed to issue any: (i) Interests; (ii) option, warrant, subscription, call or option, or any right or privilege capable of becoming an agreement or option, for the purchase, subscription, allotment or issue of any Interests of the Company or any of its Subsidiaries; (iii) stock appreciation right, phantom stock, interest in the ownership or earnings of the Company or any of its Subsidiaries or other equity equivalent or equity-based award or right; or (iv) bond, debenture or other Indebtedness having the right to vote or convertible or exchangeable for Interests having the right to vote.

(d) Without limiting the generality of the foregoing, none of the Company Group Interests are subject to any voting trust, member or partnership agreement or voting agreement or other agreement, right, instrument or understanding with respect to any purchase, sale, issuance, transfer, repurchase, redemption or voting of any Company Group Interests. The Company is the direct owner, holder of record and beneficial owner of all of the Interests of its Subsidiaries, free and clear of all Encumbrances other than those arising pursuant to or described in (i) the Organizational Documents of such Subsidiary or (ii) applicable securities Laws. The Company Group Interests are duly authorized, validly issued, fully paid and nonassessable (except as such nonassessability may be affected by the Laws of the jurisdiction in which such entity was formed), and were not issued in violation of any preemptive rights, rights of first refusal, right of first offer, purchase option, call option or other similar rights of any Person.

(e) True, correct and complete copies of the Organizational Documents of the Company and each of its Subsidiaries have been provided to Parent and reflect all amendments and modifications made thereto at any time prior to the Execution Date.

(f) The Company is not now, and immediately after the Merger will not be, required to register as an “investment company” or a company “controlled by” an entity required to register as an “investment company” within the meaning of the Investment Company Act of 1940.

Section 3.5 No Conflicts. Subject to compliance with the HSR Act, the execution, delivery, and performance of this Agreement and the other Transaction Documents by the Company, and the Transactions, will not (a) violate any provision of the Organizational Documents of the Company or any of its Subsidiaries, (b) result in a default (with or without due notice or lapse of time or both) or the creation of any Encumbrance or give rise to any right of termination, cancellation or acceleration under any material note, bond, mortgage, indenture, or other financing instrument to which the Company or any of its Subsidiaries is a party or that affects the Company Assets or any Company Group Interests, (c) violate any Order applicable to the Company or any of its Subsidiaries or any of the Company Assets, or (d) violate any Laws applicable to the Company or any of its Subsidiaries or any of the Company Assets, except in the case of clauses (b), (c) and (d), as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

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Section 3.6 Consents, Approvals, or Waivers. Except with respect to the filings, notices, waiting periods or approvals required by Section 3.5 and the HSR Act, the Company’s execution, delivery, and performance of this Agreement (and the other Transaction Documents to be executed and delivered by the Company, and the Transactions) is not and will not be subject to any consent, approval, or waiver from, or require any registration, declaration, notice, or filing with, any Governmental Authority or any other Third Party, except those that that the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Section 3.7 Liability for Brokers’ Fees. Except for Credit Suisse Securities LLC and Jefferies LLC (the fees and expenses of which will be paid by the Company Unitholder and are reflected in each of Credit Suisse Securities LLC’s and Jefferies LLC’s engagement letter with the Company or one of its Affiliates), neither the Company nor any of its Subsidiaries has employed any financial advisor, investment bank, broker or finder who is entitled to any brokerage, finder’s or other fee or commission in connection with any of the Transactions.

Section 3.8 Litigation. There is no (i) material Action, suit, or proceeding pending, or to the Company’s Knowledge, threatened in writing by or against the Company or any of its Subsidiaries or to the Company’s Knowledge, any of the Company’s or any of its Subsidiaries’ directors, officers, or employees (in their capacity as such), (ii) material Order of a Governmental Authority to which the Company or any of its Subsidiaries is subject or (iii) Order to which the Company or any of its Subsidiaries is subject that seeks to prevent, enjoin, alter, or delay the consummation of the Transactions.

Section 3.9 Taxes. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:

(a) All Taxes that have become due and payable by the Company or any of its Subsidiaries have been timely paid.

(b) All Tax Returns that were required to be filed by the Company or any of its Subsidiaries have been timely filed with the appropriate Governmental Authority. All such Tax Returns are true, complete and accurate in all respects.

(c) No deficiencies for Taxes with respect to the Company or any of its Subsidiaries have been claimed, proposed or assessed by any Governmental Authority. No audits, examinations, investigations or proceedings are pending, in progress or have been threatened in writing with respect to any Taxes or Tax Returns of the Company or any of its Subsidiaries.

(d) Other than with respect to Colgate Operating, LLC and Colgate Royalties, LP, none of the Company Assets is subject to any tax partnership agreement or is 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.

(e) None of the Company or any of its Subsidiaries has consented in writing to any extension or waiver of any statute of limitations of any jurisdiction regarding the assessment or collection of any material amounts of Taxes which is still in effect.

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(f) The Company and each of its Subsidiaries has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, equityholders of the Company (or any of its Subsidiaries) or other Person.

(g) There are no liens for Taxes (other than liens described in clause (d) of the definition of Permitted Encumbrances) on any of the Company Assets.

(h) Except for the Texas combined franchise Tax group of which CEP III Holdings, LLC is the parent, none of the Company or any of its Subsidiaries has ever been a member of a combined, consolidated, unitary or other similar group for U.S. federal, state or local or non-U.S. Tax purposes.

(i) None of the Company or any of its Subsidiaries has any liability for the Taxes of any Person (other than the Company and its Subsidiaries) under Section 1.1502-6 of the Treasury Regulations or any similar provision of U.S. state or local or non-U.S. Law, or as a transferee or successor, or by Contract (other than other than any (A) agreement solely between the Company and/or its Subsidiaries or (B) customary provisions contained in a commercial agreement, the primary purpose of which does not relate to Taxes).

(j) Neither the Company nor any of its Subsidiaries is, or has been, a party to or bound by any Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement or similar Contract (other than any (A) agreement solely between Company and/or its Subsidiaries or (B) customary provisions contained in a commercial agreement, the primary purpose of which does not relate to Taxes).

(k) For U.S. federal income Tax purposes, (i) each of the Company and its Subsidiaries (other than Colgate II Corp, LLC, Colgate Operating, LLC and Colgate Royalties, LP) is classified as a disregarded entity, (ii) Colgate II Corp, LLC is classified as an association taxed as a corporation, and (iii) Colgate Operating, LLC and Colgate Royalties, LP are each classified as a partnership.

(l) None of the Company or any of its Subsidiaries has participated in, or been a party to, a “listed transaction” as this term is defined in Treasury Regulations Section 1.6011-4(b).

(m) None of the Company or any of its Subsidiaries has deferred the employer’s share of any “applicable employment taxes” under Section 2302 of the CARES Act which are still unpaid.

(n) The unpaid Taxes of the Company and its Subsidiaries did not, as of March 31, 2022, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Company Financial Statements (rather than in any notes thereto). Since March 31, 2022, neither the Company nor any of its Subsidiaries has incurred any liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice.

(o) Each of Colgate Operating, LLC and Colgate Royalties, LP has in effect an election relating to the adjustment to basis of property under Section 754 of the Code.

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Section 3.10 Compliance with Laws. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (a) each of the Company and its Subsidiaries is (including with respect to its ownership and operation of the Company Assets), and during the past three (3) years has been, in compliance with all applicable Laws, (b) neither the Company nor its Subsidiaries has received written notice of any violation in any respect of any applicable Law, and (c) neither the Company nor its Subsidiaries has received written notice that it is under investigation by any Governmental Authority for potential non-compliance with any Law.

Section 3.11 Company Material Contracts.

(a) Section 3.11(a) of the Company Disclosure Schedules sets forth all Contracts as of the Execution Date of the type described below to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of the Company Assets are bound, in each case, that will be binding on the Company or any of its Subsidiaries after Closing (the “Company Material Contracts”):

(i) any Contract (excluding joint operating agreements, unit agreements and pooling agreements) that can reasonably be expected to result in aggregate revenues to the Company and its Subsidiaries of more than $1,500,000 during the current or any subsequent calendar year (based solely on the terms thereof and current volumes, without regard to any expected increase in volumes or revenues);

(ii) any Hydrocarbon or water (produced or fresh) purchase and sale, acreage dedication, volume commitment, storage, marketing, transportation, processing, gathering, treatment, separation, compression, balancing, fractionation, disposal, handling, or similar Contract with respect to Hydrocarbons or water (produced or fresh) produced from or attributable to the Company and its Subsidiaries’ interest in the Company Assets that is not terminable without penalty or other payment upon 60 days’ or less notice;

(iii) any indenture, mortgage, deed of trust, loan, credit or note purchase agreements, or sale-leaseback agreements, guaranties, bonds, letters of credit, or similar financial agreements or other agreements or instruments governing Indebtedness in excess of $15,000,000 affecting any of the Company or its Subsidiaries or the Company Assets, other than agreements solely between or among the Company and any of its Subsidiaries or among any of the Company’s Subsidiaries;

(iv) any Contract containing any minimum volume throughput or other similar commitment (regardless of whether on a daily, monthly, annual, life-of-contract, or other basis);

(v) any Contract that constitutes a lease under which any of the Company or its Subsidiaries is the lessor or the lessee of real or personal property (other than Leases) which lease (A) cannot be terminated by such party without penalty or other payment upon 60 days’ or less notice and (B) involves an annual base rental of more than $1,500,000;

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(vi) any Contract entered into since January 1, 2021 that is a farmout or farmin agreement, participation agreement, exploration agreement, development agreement, purchase and sale agreement, or other Contract providing for the purchase, exchange, farming, or earning by any of the Company or its Subsidiaries of any oil and gas lease or mineral rights (other than joint operating agreements, unit agreements and pooling agreements);

(vii) any Contract regarding any partnership, joint venture, or that sets forth any option, put or call, drag-along right, tag-along right, appraisal right, right of first offer or right of first refusal with respect to the Company Assets or any Interests in the Company or its Subsidiaries;

(viii) any Contract that (A) contains or constitutes an existing area of mutual interest agreement, (B) includes non-competition or non-solicitation restrictions or other similar restrictions on the Company or any of its Subsidiaries doing business or (C) includes any exclusivity, “most favored nation” or most favored customer provision;

(ix) any Contract that contains any take-or-pay payment, advance payment, or other similar pre-payment (other than royalties, overriding royalties, and similar arrangements reflected in the Leases) to deliver Hydrocarbons, or proceeds from the sale thereof, at some future time without receiving payment therefor at or after the time of delivery;

(x) any Contract to sell, lease, exchange, transfer, or otherwise dispose of all or any material part of the Company Assets (other than with respect to production of Hydrocarbons in the ordinary course) from and after the Execution Date, but excluding rights of reassignment upon intent to abandon or release a Well or a Lease;

(xi) any Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations that would reasonably be expected to result in payments in excess of $1,500,000;

(xii) any Contract relating to a Hedging Transaction;

(xiii) any Contract required to be disclosed pursuant to Item 404 of Regulation S-K of the Exchange Act;

(xiv) any Contract (other than any Lease) that obligates the Company or any of its Subsidiaries to drill any wells or conduct other material development operations, including any offset wells with respect to the Company Assets (other than provisions requiring optional drilling as a condition of maintaining or earning all or a portion of a presently non-producing Lease, and excluding, in each case, any joint operating agreements, unit agreements and pooling agreements);

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(xv) any form of Contract relating to any option, restricted stock unit, profits interests, stock appreciation, phantom stock or similar arrangements;

(xvi) any Labor Agreement;

(xvii) any Contract that is a settlement, conciliation or similar agreement with any Governmental Authority or pursuant to which the Company or any of its Subsidiaries will have any material outstanding obligation after the Execution Date;

(xviii) any Contract that is for the employment or engagement of any directors, officers, employees or independent contractors at annual base compensation in excess of $150,000 (but excluding any such Contracts that are terminable by the Company or its Subsidiary at-will without the payment of severance or notice in lieu thereof);

(xix) any Contract that is a seismic, geological or geophysical license or acquisition agreement; and

(xx) any agreement the primary purpose of which is the indemnification of another Person.

(b) The Company Material Contracts are in full force and effect as to the Company and each of its Subsidiaries, as applicable, and, to the Company’s Knowledge, are binding upon the counterparties thereto in accordance with their terms, in each case, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, and other similar Laws of general application from time to time in effect that affect creditors’ rights generally, (ii) general principles of equity, and (iii) the power of a court to deny enforcement of remedies generally based upon public policy. Neither the Company nor any of its Subsidiaries is in material breach or default under any Company Material Contract, and to the Company’s Knowledge, no other Person that is a party thereto is in material breach or default under any Company Material Contract. To the Company’s Knowledge, no event has occurred, which after notice or lapse of time, or both, would constitute a material default under any Company Material Contract. No written notice of default or breach has been received or delivered by the Company or any of its Subsidiaries under any Company Material Contract, the resolution of which is outstanding as of the Execution Date, and there are no current notices received by the Company or its Subsidiaries of the exercise of any premature termination, price redetermination, market-out, or curtailment of any such Company Material Contract. Prior to the Execution Date, true, complete and correct copies of all Company Material Contracts have been made available to Parent, including all amendments or modifications thereto; provided, however, that the Company shall not be required to make available any documents that are (A) subject to any confidentiality, non-disclosure or similar agreement that would prohibit disclosure or (B) prohibited from disclosure by their terms.

Section 3.12 Payments for Production. Neither the Company nor any of its Subsidiaries is obligated by virtue of any material take-or-pay payment, advance payment, or other similar payment (other than royalties, overriding royalties, and similar arrangements reflected in the Leases or with respect to imbalances) to deliver material Hydrocarbons, or proceeds from the sale thereof, attributable to the Company and its Subsidiaries’ interest in the Company Assets at some future time without receiving payment therefor at or after the time of delivery.

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Section 3.13 Non-Consent Operations; Payout Status. Except as set forth on Section 3.13 of the Company Disclosure Schedule or as otherwise reflected in the Company Reserve Report, none of the Company or any of its Subsidiaries has elected not to participate in any material operation or activity proposed with respect to the Company Assets which could result in any of the Company’s or its Subsidiaries’ interest in such Company Assets becoming subject to a penalty or forfeiture as a result of such election not to participate in such operation or activity. To the Company’s Knowledge, Section 3.13 of the Company Disclosure Schedules contains a complete and accurate list of the status of any payout balances for each Well operated by the Company or any of its Subsidiaries and included within the Company Assets which is subject to a reversion or other adjustment at any level of cost recovery or Hydrocarbon production from or attributable to such Company Asset, as of the dates shown on such schedule with respect to each Company Asset. The representations and warranties contained in this Section 3.13 are the only representations and warranties of the Company with respect to the subject matter contained in this Section 3.13.

Section 3.14 Environmental Matters. Except as set forth on Section 3.14 of the Company Disclosure Schedules, and except for those matters that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:

(a) Neither the Company nor any of its Subsidiaries (and, to the Company’s Knowledge, no Third Party operator of the Company Assets) has entered into, or is subject to, any written agreement with any Governmental Authority, or Order issued pursuant to Environmental Laws, that requires any remediation of Hazardous Substances by any of the Company or its Subsidiaries or of any of the Company Assets that remains outstanding.

(b) Neither the Company nor any of its Subsidiaries (and, to the Company’s Knowledge, no Third Party operator of the Company Assets) has treated, recycled, stored, disposed of, arranged for or permitted the disposal of, transported, handled, exposed any Person to, released, or owned or operated any property or facility contaminated by, any Hazardous Substances, in each case in a manner or under conditions giving rise to a current remedial liability or obligation of the Company or its Subsidiaries under Environmental Laws.

(c) Neither the Company nor any of its Subsidiaries is subject to any outstanding Orders relating to alleged violations of, or liabilities arising under, Environmental Laws, and there are no Actions arising under any Environmental Laws against any of the Company or its Subsidiaries pending with any Governmental Authority or arbitrator, or, to the Company’s Knowledge, threatened in writing with respect to or affecting the Company Assets or any of the Company or its Subsidiaries.

(d) The Company and each of its Subsidiaries (including with respect to the ownership and operation of the Company Assets) is, and for the past three (3) years has been, in compliance with all applicable Environmental Laws and the terms of all Permits issued or required pursuant thereto, and neither the Company nor its Subsidiaries has received written notice alleging that any such Permits are not in full force and effect.

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(e) Except for customary indemnities in standard service agreements or the Leases, neither the Company nor any of its Subsidiaries has assumed, undertaken or provided an indemnity with respect to any liability of any other Person under any Environmental Law that remains outstanding.

(f) The Company has made available to Parent copies of all material environmental assessments, reports and audits prepared by or on behalf of the Company or its Subsidiaries in the three (3) years preceding the date of this Agreement that are in the possession or reasonable control of the Company or its Subsidiaries with respect to any of their operations, Company Assets or in connection with their business.

Notwithstanding anything to the contrary herein, with respect to Company Assets that are operated by a Person other than the Company or its Subsidiaries, the representations and warranties set forth in this Section 3.14 are limited to the Company’s Knowledge. The representations and warranties set forth in Section 3.17 and this Section 3.14 are the only representations and warranties made by the Company and its Subsidiaries related to Environmental Laws, Hazardous Substances and any other environmental matters.

Section 3.15 Bankruptcy. There are no bankruptcy, insolvency, reorganization, receivership or similar proceedings pending against, being contemplated by, or, to the Company’s Knowledge, threatened against the Company or any of its Affiliates.

Section 3.16 Company Leases. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) neither the Company nor any of its Subsidiaries (and, to the Company’s Knowledge, no third party operator) have violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Lease (or entitle the lessor thereunder to cancel or terminate such Lease) included in the Company Assets and (b) neither the Company nor any of its Subsidiaries has received written notice from any other party to any such Lease that the Company or any of its Subsidiaries is in breach or default under any Lease.

Section 3.17 Company Wells. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) all Company Assets operated by the Company and its Subsidiaries have been operated in compliance with the applicable Leases and (ii) except for any Wells for which an extension was granted by a Governmental Authority or pursuant to any applicable Law, there is no Well included in the Company Assets for which the Company or any of its Subsidiaries is currently obligated to plug and abandon pursuant to the express terms of any Lease, Company Material Contract or applicable Law.

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Section 3.18 Company Reserve Report.

(a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and except for Company Assets (i) sold or otherwise disposed of in the ordinary course of business since the date of the reserve report prepared by Netherland, Sewell Associates, Inc. (the “Company Independent Petroleum Engineers”) relating to the Company Assets referred to therein as of December 31, 2021 (the “Company Reserve Report”) or (ii) reflected in the Company Reserve Report as having been sold or otherwise disposed of, the Company and its Subsidiaries have good and defensible title to all Company Assets forming the basis for the reserves reflected in the Company Reserve Report and in each case as attributable to interests owned by the Company and its Subsidiaries, free and clear of any Encumbrances (other than Permitted Encumbrances). For purposes of the foregoing sentence, “good and defensible title” means that the Company and its Subsidiaries’ title (as of the date hereof and as of the Closing) to each of the Company Assets held or owned by them (or purported to be held or owned by them as reflected in the Company Reserve Report) (1) entitles the Company (or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all royalties, overriding royalties and other burdens on production applicable thereto), not less than the Net Revenue Interest share shown in the Company Reserve Report of all Hydrocarbons produced from such Company Asset throughout the life of such Company Assets, (2) obligates the Company (or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Company Assets, of not greater than the Working Interest shown on the Company Reserve Report for such Company Assets (other than any positive differences in such percentage) and the applicable Working Interest shown on the Company Reserve Report for such Company Assets that are accompanied by a proportionate (or greater) Net Revenue Interest in such Company Assets and (3) is free and clear of all Encumbrances (other than Permitted Encumbrances).

(b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the factual, non-interpretive data supplied by the Company to the Company Independent Petroleum Engineers relating to the Company Assets referred to in the Company Reserve Report, by or on behalf of the Company or its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Company Assets in connection with the preparation of the Company Reserve Report was, as of the time provided, accurate in all respects. To the Company’s Knowledge, there are no material errors in the assumptions and estimates provided by the Company or its Subsidiaries in connection with the preparation of the Company Reserve Report. Except for any such matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, the oil and gas reserve estimates of the Company set forth in the Company Reserve Report are derived from reports that have been prepared by the Company Independent Petroleum Engineers, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of the Company and its Subsidiaries at the dates indicated therein. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Company Reserve Report that have had or would be reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Section 3.19 Permits. To the Company’s Knowledge, the Company and each of its Subsidiaries has all material Permits required to permit the ownership and operation of the Company Assets as presently owned and operated by the Company or its Subsidiaries, each such material Permit is in full force and effect and has been duly and validly issued, and no suspension or cancellation of any such material Permit is pending or has been threatened in writing, except, in each case, where such failure would not, individually or in the aggregate, reasonably be expected

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to be materially adverse to the Company and its Subsidiaries, taken as a whole. To the Company’s Knowledge, the execution and delivery of this Agreement and the consummation of the Transactions will not result in any revocation, cancellation, suspension or modification of any such Permit, except for any such revocation that would not, individually or in the aggregate, reasonably be expected to be materially adverse to the Company and its Subsidiaries, taken as a whole.

Section 3.20 Royalties. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has paid (a) all royalties, overriding royalties and other burdens on production, and (b) all rentals, shut-ins and similar payments, in each case, due by the Company or its Subsidiaries with respect to the Company Assets since the date that the Company or its Subsidiaries acquired the relevant Company Assets.

Section 3.21 Outstanding Commitments. Except as set forth on Section 3.21 of the Company Disclosure Schedules, as of the date of this Agreement, there are no outstanding authorizations for expenditure or similar requests or invoices for funding or participation under any agreement or contract that is binding on the Company or its Subsidiaries or the Company Assets and which the Company reasonably anticipates will individually require expenditures by the Company or its Subsidiaries in excess of $1,000,000.

Section 3.22 Suspense Funds. Except for the amounts reflected in the Company Financial Statements, neither the Company nor any of its Subsidiaries holds any material Third Party funds in suspense with respect to production of Hydrocarbons from any of the Company Assets other than amounts less than the statutory maximum amount that the Company or any of its Subsidiaries is permitted to accumulate prior to payment.

Section 3.23 Employee Benefit Matters.

(a) Section 3.23(a) of the Company Disclosure Schedules lists each material Company Benefit Plan.

(b) Neither the Company nor any of its Subsidiaries, nor any of their ERISA Affiliates, has at any time maintained, established, sponsored, participated in, or contributed to, or had any liability to, any (i) “employee pension benefit plan,” within the meaning of Section 3(2) of ERISA, that is subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code, (ii) “funded welfare plan” within the meaning of Section 419 of the Code, (iii) “multiple employer welfare benefit arrangement” as described in Section 3(40)(A) of ERISA, or (iv) “multiemployer plan,” as defined in Section 3(37) of ERISA. Neither the Company nor any of its Subsidiaries, nor any of their ERISA Affiliates, has at any time incurred, nor does any such party expect to incur, any liability under Title IV of ERISA or Section 412 of the Code.

(c) With respect to each material Company Benefit Plan, the Company has made available to Parent true and correct copies of the following, as applicable: (i) the plan document, including all amendments thereto or, with respect to any unwritten plan, a summary of all material terms thereof, (ii) the summary plan description along with all summaries of material modifications thereto, (iii) all related trust instruments or other funding-related documents and insurance contracts, (iv) the financial statements (if any) for the most recent year for which such

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financial statements are available (in audited form if required by ERISA) and, where applicable, Annual Report/Returns (Forms 5500) with disclosure schedules, if any, and attachments for the most recent year for which such Annual Report/Return (Form 5500) is available, (v) a copy of all material, non-routine correspondence with any Governmental Authority received or sent within the last three (3) years, (vi) the most recent Internal Revenue Service determination or opinion letter and (vii) written results of any required compliance testing for each of the past three (3) plan years.

(d) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) each Company Benefit Plan has been maintained, operated, funded and administered in accordance with and in compliance with its terms and all applicable Laws, including ERISA and the Code, (ii) all contributions, reimbursements, and premium payments required to be made with respect to any Company Benefit Plan on or before the date hereof have been timely made and all other contributions, reimbursements, and premium payments have been accrued in accordance with GAAP and all premiums, reimbursements, and other payments that are due with respect to any period ending prior to the Closing Date have been paid, (iii) each Company Benefit Plan which is or was intended to be qualified within the meaning of Section 401(a) of the Code (A) is so qualified, (B) has received a favorable determination or opinion letter as to its qualification, has been established under a standardized master and prototype or volume submitter plan for which a current favorable Internal Revenue Service advisory letter or opinion letter has been obtained by the plan sponsor and is valid as to the adopting employer and (C) and nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of such qualification, and (iv) no Actions, suits, claims (other than routine claims for benefits in the ordinary course), audits, investigations or examinations are pending or, to the Company’s Knowledge, threatened with respect to the Company Benefit Plans.

(e) No Company Benefit Plan provides for, and neither the Company nor any of its Subsidiaries has incurred any current or projected liability in respect of, any benefits for any person upon or following retirement or termination of employment, service, or ownership, except as otherwise required by Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code or other applicable law (and for which the beneficiary pays the full premium cost of coverage) or pursuant to an individual severance agreement or severance policy listed on Section 3.23(a) of the Company Disclosure Schedules.

(f) Neither the execution and delivery of this Agreement nor the consummation of the Transactions (alone or in conjunction with any other event) would reasonably be expected to result in (i) any entitlement by any current or former employee or individual service provider of any of the Company or its Subsidiaries to any compensation or benefit, or in the forgiveness (or accelerated repayment) of any indebtedness of any such employee or service provider, (ii) any increase in the amount, or acceleration of the time of payment or vesting, or trigger any payment or funding, of any compensation or benefits for any current or former employee or individual service provider of any of the Company or its Subsidiaries, (iii) any restriction on the right of the Company or any of its Subsidiaries or, following the Effective Time, the Surviving Company, to merge, materially amend, terminate or transfer any Company Benefit Plan or (iv) the payment of any “excess parachute payment” (as defined in Section 280G(b)(1) of the Code).

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(g) Each Company Benefit Plan and any other agreement, contract, plan or other arrangement to which any of the Company or its Subsidiaries is party to that is, in whole or in part, a “nonqualified deferred compensation plan” subject to Section 409A of the Code complies with, and has been maintained in form and operation in accordance with the requirements of, Section 409A of the Code, and no amount under any such plan or program is, has been or is expected to be subject to penalties or the interest and additional tax set forth under Section 409A(a)(1)(B) of the Code.

(h) None of the Company or its Subsidiaries is party to, nor has any obligation to indemnify or gross-up any Person for any Tax under Section 4999 of the Code and Section 409A of the Code (or any corresponding provisions of state, local or non-U.S. Tax Laws).

(i) With respect to any equity interest in Holdings intended to constitute a “profits interest” within the meaning of Revenue Procedures 93-27 and 2001-43 (each, an “Incentive Unit”), neither Holdings nor the Company has taken any action that is inconsistent with the application of Revenue Procedures 93-27 and 2001-43 to such Incentive Unit. To the knowledge of the Company, each individual who holds an Incentive Unit has made a valid and timely election under Section 83(b) of the Code with respect to such Incentive Unit.

Section 3.24 Employment and Labor Matters.

(a) Neither the Company nor any of its Subsidiaries is party to nor bound by any Labor Agreements and no employees of the Company or its Subsidiaries are represented by any labor union, works council, or other labor organization. There are no, and for the past three (3) years there have not been any, strikes, organized labor work stoppages, concerted work slowdowns, lockouts, handbilling, picketing, unfair labor practice charges, material labor grievances, labor arbitrations, or other material labor disputes pending or, to the Company’s Knowledge, threatened by or against any of the Company or its Subsidiaries. To the Company’s Knowledge, there are no ongoing or threatened union organizing activities, nor have there been any such activities in the past three (3) years.

(b) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and each of its Subsidiaries is and for the last three (3) years has been in compliance with all applicable Laws respecting labor, employment and employment practices, including, without limitation, all Laws respecting terms and conditions of employment, health and safety, wages and hours (including the classification of independent contractors and exempt and non-exempt employees), immigration (including the completion of Forms I-9 for all employees and the proper confirmation of employee visas), employment harassment, discrimination or retaliation, whistleblowing, disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), employee trainings and notices, workers’ compensation, labor relations, employee leave issues, COVID-19, affirmative action and unemployment insurance.

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(c) The Company and its Subsidiaries have reasonably investigated all sexual harassment, or other discrimination, retaliation or policy violation allegations reported in accordance with the Company’s and its Subsidiaries’ policies. With respect to each such allegation with potential merit, the Company and its Subsidiaries have taken prompt corrective action that is reasonably calculated to prevent further improper action. Neither the Company nor its Subsidiaries reasonably expect any material liabilities with respect to any such allegations and, to the Company’s Knowledge, no allegations have been made relating to officers, directors, employees, contractors, or agents of the Company or its Subsidiaries, that, if known to the public, would reasonably be expected to bring the Company or its Subsidiaries into material disrepute.

(d) To the Company’s Knowledge, no current or former employee or independent contractor of the Company or its Subsidiaries is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, restrictive covenant or other obligation: (i) owed to the Company or any of its Subsidiaries; or (ii) owed to any third party with respect to such person’s right to be employed or engaged by the Company or its Subsidiaries.

Section 3.25 Financial Statements; No Liabilities.

(a) The Company has delivered to Parent copies of (i) the audited balance sheets of the Company and its Subsidiaries as of December 31, 2021 and December 31, 2020 and audited income statements, statements of cash flows and members’ equity of the Company and its Subsidiaries for the fiscal years ended December 31, 2021 and December 31, 2020 and (ii) the unaudited balance sheet of the Company and its Subsidiaries as of March 31, 2022 and unaudited income statements, statements of cash flows and members’ equity of the Company and its Subsidiaries for the three months ended March 31, 2022 (collectively, the “Company Financial Statements”). The Company Financial Statements have been prepared in accordance with GAAP consistently applied by the Company and present fairly in all material respects the financial position, results of operations and cash flows of the Company and its Subsidiaries as at the dates and for the periods indicated therein.

(b) There are no liabilities of or with respect to the Company or its Subsidiaries that would be required by GAAP to be reserved, reflected, or otherwise disclosed on a consolidated balance sheet of the Company other than (i) liabilities accrued, reserved, reflected, or otherwise disclosed in the Company Financial Statements, (ii) liabilities incurred in the ordinary course of business consistent with past practice since December 31, 2021, (iii) liabilities under this Agreement and the other Transaction Documents or incurred in connection with the Transactions or (iv) liabilities that are not, individually or in the aggregate, material to the Company and its Subsidiaries, except in the case of clause (iv), as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

Section 3.26 Condemnation. There is no pending, or, to the knowledge of the Company, threatened in writing, taking (whether permanent, temporary, whole, or partial) of any material part of the Company Assets by reason of condemnation or the threat of condemnation.

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Section 3.27 Intellectual Property.

(a) Section 3.27 of the Company Disclosure Schedules sets forth a true and complete list of all material registrations or applications for registration included in any Intellectual Property Rights owned by the Company or its Subsidiaries. The Company and its Subsidiaries own, license or otherwise have a valid right to use, free and clear of all Encumbrances (other than Permitted Encumbrances or non-exclusive licenses granted by the Company and its Subsidiaries in the ordinary course of business), all Intellectual Property Rights used in or necessary to conduct the businesses of the Company and its Subsidiaries as currently conducted, except where the failure to own, license or have the right to use such Intellectual Property Rights has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(b) To the Company’s Knowledge, the conduct of the businesses of the Company and its Subsidiaries as currently conducted are not infringing or misappropriating any Intellectual Property Right of any other Person in any material respect, except for such matters that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(c) The consummation of the Transactions will not result in the loss or impairment of any material right of the Company or any of its Subsidiaries to own, use, practice or exploit any Intellectual Property Rights owned by, held by or licensed to the Company and its Subsidiaries and used in the business of the Company and its Subsidiaries as currently conducted.

Section 3.28 Absence of Certain Changes. Since December 31, 2021, (a) there has not been any Company Material Adverse Effect and (b) the Company and its Subsidiaries have, in all material respects, conducted their respective businesses in the ordinary course of business consistent with past practices.

Section 3.29 No Distributions. Except as set forth on Section 3.29 of the Company Disclosure Schedule, since March 31, 2022, the Company has not made or declared, and the Company does not have any intention of making or declaring, any distribution or similar payment (of cash, property, Interests, or otherwise) prior to the Closing in respect of any Interests of the Company.

Section 3.30 Insurance. The Company and its Subsidiaries maintain, or are entitled to the benefits of, insurance provided by Third Parties in such amounts and against such risks substantially as are customary for the industries in which the Company and its Subsidiaries operate. Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, (a) all material insurance policies maintained by or on behalf of the Company or its Subsidiaries are in full force and effect and are not subject to any lapse in coverage and all premiums with respect thereto have been paid to the extent due, (b) the Company has not received notice of, nor to the Company’s Knowledge is there threatened, any cancellation, termination, material reduction of coverage or material premium increases with respect to any such policy that remains outstanding, (c) there is no material claim outstanding under any such insurance policy and (d) none of the Company or its Subsidiaries has received any written notice from any insurer or reinsurer of any reservation of rights with respect to any material pending or paid claims.

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Section 3.31 Hedging Transactions. Section 3.31 of the Company Disclosure Schedules sets forth a true and complete list of all Hedging Transactions outstanding as of the Execution Date and entered into by the Company or any of its Subsidiaries with respect to the Company Assets (such Hedging Transactions, the “Company Execution Date Hedging Portfolio”), the material terms thereof (including the type of transaction, term, effective date, termination date, notional amounts), and the counterparty thereto. The Company has made available to Parent a true, correct, and complete copy of all confirmations or other agreements evidencing the Hedging Transactions included in the Company Execution Date Hedging Portfolio.

Section 3.32 Affiliate Transactions. Except for Contracts related to Company Benefit Plan, Section 3.32 of the Company Disclosure Schedule sets forth a true and complete list of the Contracts or understandings that are in existence as of the date of this Agreement between, on the one hand, the Company or any of its Subsidiaries and, on the other hand, any (a) present executive officer or director of the Company or any of its Subsidiaries or any Person that has served as an executive officer or director of the Company or any of its Subsidiaries within the last three (3) years or any of such officer’s or director’s immediate family members, (b) record or beneficial owner of more than five percent (5%) of the Company’s equity Interests as of the date of this Agreement or (c) to the Company’s Knowledge, any Affiliate of any such officer, director or owner (other than the Company and its Subsidiaries).

Section 3.33 Information to be Supplied. None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the Proxy Statement will, at the time the Proxy Statement is mailed to Parent Stockholders and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein, necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement of a material fact in any earlier communication with respect to the solicitation of proxies for the Parent Stockholders’ Meeting which has become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by or to be supplied by Parent or Merger Sub that is included or incorporated by reference in the Proxy Statement.

Section 3.34 No Additional Representations. Notwithstanding anything contained in this Agreement to the contrary, the Company represents, acknowledges and agrees that neither Parent nor any of its Subsidiaries nor any other Person has made or is making any representations or warranties relating to Parent and its Subsidiaries whatsoever, express or implied, beyond those expressly given by Parent and Merger Sub in Article IV, including any implied representation or warranty as to the accuracy or completeness of any oral or written information regarding Parent and its Subsidiaries furnished or made available to the Company, or any of its Affiliates or Representatives and that the Company has not relied on any such other representation or warranty not set forth in this Agreement. Without limiting the generality of the foregoing, the Company acknowledges that no representations or warranties are made with respect to (a) any projections, forecasts, estimates, budgets or prospect information that may have been made available to the Company or any of its Affiliates or Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Transactions); and (b) except for the representations and warranties made by Parent and Merger Sub in Article IV, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent and its Subsidiaries, the negotiation of this Agreement or any other Transaction Document or in the course of the Transactions.

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Article IV

Representations and Warranties of the Parent and Merger Sub

Subject to the extent disclosed in the SEC Documents filed or furnished with the SEC on or after January 1, 2021 and publicly available prior to the Execution Date (other than any disclosures set forth in any risk factor section (other than any specific factual historical information contained therein), in any section relating to forward looking statements and any other disclosures included therein to the extent they are predictive, cautionary or forward-looking in nature) (the “Filed SEC Documents”), and except as set forth in the disclosure schedules delivered to the Company by Parent on or prior to the Execution Date (the “Parent Disclosure Schedules”), the Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as of the Execution Date and as of the Closing (except for the representations and warranties that refer to a specified date, which will be deemed made as of such date) as follows:

Section 4.1 Existence and Qualification. Parent and each of its Subsidiaries is duly organized, validly existing, and in good standing under the Laws of the jurisdiction of its organization and is duly qualified to do business in each and every jurisdiction in which its ownership of property or conduct of business requires it to be qualified, except where the failure to be so qualified, licensed or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.

Section 4.2 Organizational Power. Each of Parent and Merger Sub has all requisite organizational power to enter into and perform this Agreement and each other Transaction Document to which it is or will be a party and to consummate the Transactions. Each of Parent and its Subsidiaries has all requisite organizational power to own, lease, and operate its properties and to carry on its business as now being conducted, except where the failure to have such power, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.

Section 4.3 Authorization and Enforceability.

(a) The execution, delivery and performance of this Agreement, all documents required to be executed and delivered by each of Parent and Merger Sub at Closing and all other Transaction Documents to which such Party is or will be a party, and the performance of the Transactions, have been duly and validly authorized by all necessary corporate or limited liability company action on the part of such Party (subject to receipt of the Parent Stockholder Approval). Subject to the receipt of the Parent Stockholder Approval with respect to Parent, this Agreement has been duly executed and delivered by each of Parent and Merger Sub (and all documents required hereunder to be executed and delivered by each of Parent and Merger Sub at Closing and all other Transaction Documents will be duly executed and delivered by such Party) and this Agreement constitutes, and at the Closing such documents will constitute, the valid and binding obligations of such Party, enforceable in accordance with their terms except as such enforceability may be limited by applicable bankruptcy or other similar Laws affecting the rights and remedies of creditors generally as well as by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).

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(b) The Parent Board has unanimously (i) determined that this Agreement and the Transactions are advisable and fair to, and in the best interest of, the Parent Stockholders, (ii) approved and declared advisable this Agreement and the Transactions, including the issuance of shares of Parent Class C Common Stock to the Company Unitholder (and the issuance of the Parent Class A Common Stock issuable upon the exchange of the Surviving Company Units in accordance with the A&R LLC Agreement) and (iii) resolved, subject to applicable Law, to make the Parent Recommendation. Except in connection with a Parent Recommendation Change in accordance with Section 5.12, if any, such resolutions of the Parent Board have not been rescinded, modified or withdrawn in any way.

Section 4.4 Stockholder Approval. The only votes of the holders of any class or series of Parent’s capital stock necessary for the consummation of the Transactions are (a) the affirmative vote of the holders of a majority of the shares of Parent Common Stock outstanding on the record date for the Parent Stockholders’ Meeting approving and adopting the A&R Parent Charter (the “Charter Proposal”), (b) the affirmative vote of the holders of a majority of the votes cast at the Parent Stockholders’ Meeting, approving the issuance of the shares of Parent Class C Common Stock pursuant to this Agreement and the Parent Class A Common Stock issuable upon the exchange of the Surviving Company Units in accordance with the A&R LLC Agreement, in each case in accordance with the rules of the Exchange (the “Exchange Proposal”) and (c) a non-binding advisory vote on compensation payable to executive officers of Parent in connection with the Transactions (the “Advisory Compensation Proposal” and, together with the Charter Proposal and the Exchange Proposal, the “Proposals,” and such votes with respect to such Proposals, the “Parent Stockholder Approval”). The Voting Agreement is in full force and effect and has not been rescinded, modified or withdrawn in any way.

Section 4.5 Capitalization; Subsidiaries.

(a) As of the close of business on March 31, 2022, the authorized equity Interests of Parent consisted solely of (i) 620,000,000 shares of Parent Common Stock, including (A) 600,000,000 shares of Parent Class A Common Stock, of which 284,991,150 shares were issued and outstanding, and (B) 20,000,000 shares of Parent Class C Common Stock, of which no shares were issued and outstanding, and (ii) 1,000,000 shares of preferred stock, $0.0001 par value per share, of which no shares were issued and outstanding. As of the date of this Agreement, (1) 17,504,287 shares of Parent Class A Common Stock were reserved and available for issuance pursuant to the Parent Stock Plan, (2) 12,067,677 shares of Parent Class A Common Stock were subject to outstanding Parent Restricted Stock, which are subject to $0 in previously unpaid dividends thereon, (3) 3,709,344 shares of Parent Class A Common Stock were subject to outstanding Parent PSUs based on the target performance level and 5,542,669 shares of Parent Class A Common Stock were subject to outstanding Parent PSUs based on the maximum performance level (in each case, which are subject to an aggregate of $0 in previously unpaid dividends or dividend equivalents thereon), (4) 2,180,466 shares of Parent Class A Common Stock were subject to outstanding Parent Options (with a weighted average exercise price of $15.32 per share) and (5) no more than 1,722,331 shares of Parent Class A Common Stock were reserved and available for purchase under the Parent ESPP.

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(b) Section 4.5(b) of the Parent Disclosure Schedules sets forth a true, correct, and complete list of all Subsidiaries of Parent as of the Execution Date or to be formed in connection with the Pre-Closing Reorganization, and, except for the Subsidiaries set forth on Section 4.5(b) of the Parent Disclosure Schedules, neither Parent nor any of its Subsidiaries directly or indirectly owns, or will directly or indirectly own, of record or beneficially, any Interest in, or any interest convertible into, exercisable for the purchase of or exchangeable for any such Interest, or is or will be under any current or prospective obligation to form or participate in, provide funds to, make any loan, capital contribution or other investment in or assume any liability of, any Person.

(c) Except as disclosed in any SEC Documents or Section 4.5(c) of the Parent Disclosure Schedules, neither Parent nor any of its Subsidiaries has issued or agreed to issue any: (i) Interests; (ii) option, warrant, subscription, call or option, or any right or privilege capable of becoming an agreement or option, for the purchase, subscription, allotment or issue of any Interests of Parent or any of its Subsidiaries; (iii) stock appreciation right, phantom stock, interest in the ownership or earnings of Parent or any of its Subsidiaries or other equity equivalent or equity-based award or right; or (iv) bond, debenture or other Indebtedness having the right to vote or convertible or exchangeable for Interests having the right to vote.

(d) Without limiting the generality of the foregoing, except for the Voting Agreement, none of the Parent Common Stock is subject to any voting trust, member or partnership agreement or voting agreement or other agreement, right, instrument or understanding with respect to any purchase, sale, issuance, transfer, repurchase, redemption or voting of any Parent Common Stock. The issued and outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable, and were not issued in violation of any preemptive rights, rights of first refusal, right of first offer, purchase option, call option or other similar rights of any Person. The Parent Class C Common Stock to be issued pursuant to this Agreement (and the Parent Class A Common Stock issuable upon exchange of the Surviving Company Units in accordance with the A&R LLC Agreement), when issued, will be validly issued, fully paid and non-assessable and not subject to preemptive rights, will have the rights, preferences and privileges specified in the A&R Parent Charter and will, in the hands of the Company Unitholder and its Affiliates, be free of any Encumbrance, other than restrictions on transfer pursuant to applicable securities Laws.

(e) True, correct and complete copies of the Organizational Documents of Parent and each of its Subsidiaries have been provided to the Company and reflect all amendments and modifications made thereto at any time prior to the Execution Date.

(f) The issued and outstanding equity Interests of Merger Sub are duly authorized, validly issued, fully paid and nonassessable (except as limited by the DLLCA), and were not issued in violation of any preemptive rights, rights of first refusal, right of first offer, purchase option, call option or other similar rights of any Person. As of the Execution Date, and other than with respect to Merger Sub, as of the Closing Date, Parent is and will be the owner, holder of record and beneficial owner of all of the Interests of its Subsidiaries, including Merger Sub, free and clear of all Encumbrances other than those arising pursuant to or described in (i) the Organizational Documents of such Subsidiary or (ii) applicable securities Laws. At Closing, after giving effect to the Pre-Closing Reorganization, Parent and Centennial Corp. will own all of the issued and outstanding equity Interests of Merger Sub free and clear of all Encumbrances other than those arising pursuant to or described in (x) the Organizational Documents of Merger Sub or (y) applicable securities Laws.

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(g) Parent is not now, and immediately after the issuance and sale of the Parent Class C Common Stock comprising the Merger Consideration will not be, required to register as an “investment company” or a company “controlled by” an entity required to register as an “investment company” within the meaning of the Investment Company Act of 1940.

Section 4.6 No Conflicts. Subject to compliance with the HSR Act and receipt of the Parent Stockholder Approval, the execution, delivery, and performance of this Agreement and the other Transaction Documents by each of Parent and Merger Sub, and the Transactions, will not (a) violate any provision of the Organizational Documents of Parent or any of its Subsidiaries, (b) result in a default (with or without due notice or lapse of time or both) or the creation of any Encumbrance or give rise to any right of termination, cancellation or acceleration under any material note, bond, mortgage, indenture, or other financing instrument to which Parent or any of its Subsidiaries is a party or that affects the Parent Assets or any Interests of Parent or its Subsidiaries, (c) violate any Order applicable to Parent or any of its Subsidiaries or any of the Parent Assets, or (d) violate any Laws applicable to Parent or any of its Subsidiaries or any of the Parent Assets, except in the case of clauses (b), (c) and (d), as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

Section 4.7 Consents, Approvals or Waivers. Except with respect to the Parent Stockholder Approval and the filings, notices, waiting periods or approvals required by (i) Section 4.6, (ii) the HSR Act, (iii) the Proxy Statement and other filings required under federal or state securities Laws, and (iv) Exchange rules and regulations, each of Parent and Merger Sub’s execution, delivery, and performance of this Agreement (and the other Transaction Documents to be executed and delivered by such Party, and the Transactions) is not and will not be subject to any consent, approval, or waiver from, or require any registration, declaration, notice, or filing with, any Governmental Authority or any other Third Party, except those that the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Section 4.8 Liability for Brokers’ Fees. Except for Citigroup Global Markets Inc. (the fees and expenses of which will be paid by Parent and are reflected in its engagement letter with Parent), neither Parent nor any of its Subsidiaries has employed any financial advisor, investment bank, broker or finder who is entitled to any brokerage, finder’s or other fee or commission in connection with any of the Transactions.

Section 4.9 Litigation. There is no (i) material Action, suit, or proceeding pending, or to Parent’s Knowledge, threatened in writing by or against Parent or any of its Subsidiaries, or to Parent’s Knowledge, any of Parent’s or its Subsidiaries’ directors, officers, or employees (in their capacity as such), (ii) material Order of a Governmental Authority to which Parent or any of its Subsidiaries is subject or (iii) any Order to which Parent or any of its Subsidiaries is subject that seeks to prevent, enjoin, alter, or delay the consummation of the Transactions.

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Section 4.10 Taxes. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect:

(a) All Taxes that have become due and payable by Parent or any of its Subsidiaries have been timely paid.

(b) All Tax Returns that were required to be filed by Parent or any of its Subsidiaries have been timely filed with the appropriate Governmental Authority. All such Tax Returns are true, complete and accurate in all respects.

(c) No deficiencies for Taxes with respect to Parent or any of its Subsidiaries have been claimed, proposed or assessed by any Governmental Authority. No audits, examinations, investigations or proceedings are pending, in progress or have been threatened in writing with respect to any Taxes or Tax Returns of Parent or any of its Subsidiaries.

(d) Other than with respect to Merger Sub, none of the Parent Assets is subject to any tax partnership agreement or is 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.

(e) None of Parent or any of its Subsidiaries has consented in writing to any extension or waiver of any statute of limitations of any jurisdiction regarding the assessment or collection of any material amounts of Taxes which is still in effect.

(f) Parent and each of its Subsidiaries has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, equityholders of the Parent (or any of its Subsidiaries) or other Person.

(g) There are no liens for Taxes (other than liens described in clause (d) of the definition of Permitted Encumbrances) on any of the Parent Assets

(h) Except for the Texas combined franchise Tax group of which Parent is the parent, none of Parent or any of its Subsidiaries has ever been a member of a combined, consolidated, unitary or other similar group for U.S. federal, state or local or non-U.S. Tax purposes.

(i) None of Parent or any of its Subsidiaries has any liability for the Taxes of any Person (other than Parent and its Subsidiaries) under Section 1.1502-6 of the Treasury Regulations or any similar provision of U.S. state or local or non-U.S. Law, or as a transferee or successor, or by Contract (other than other than any (A) agreement solely between Parent and/or its Subsidiaries or (B) customary provisions contained in a commercial agreement, the primary purpose of which does not relate to Taxes).

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(j) Neither Parent nor any of its Subsidiaries is, or has been, a party to or bound by any Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement or similar Contract (other than other than any (A) agreement solely between Parent and/or its Subsidiaries or (B) customary provisions contained in a commercial agreement, the primary purpose of which does not relate to Taxes).

(k) For U.S. federal income Tax purposes, (i) Parent is classified as an association taxed as a corporation and (ii) Merger Sub is, as of the date of this Agreement, disregarded as an entity separate from Parent and, as of the Closing Date, will be classified as a partnership.

(l) None of Parent or any of its Subsidiaries has participated in, or been a party to, a “listed transaction” as this term is defined in Treasury Regulations Section 1.6011-4(b).

(m) None of Parent or any of its Subsidiaries has deferred the employer’s share of any “applicable employment taxes” under Section 2302 of the CARES Act which are still unpaid.

(n) The unpaid Taxes of Parent and its Subsidiaries did not, as of March 31, 2022, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the consolidated balance sheet of Parent and its Subsidiaries (rather than in any notes thereto). Since March 31, 2022, neither Parent nor any of its Subsidiaries has incurred any liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice.

Section 4.11 Compliance with Laws. Except as to specific matters disclosed in the Filed SEC Documents or as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, (a) each of Parent and its Subsidiaries is (including with respect to its ownership and operation of the Parent Assets), and during the past three (3) years has been, in compliance with all applicable Laws, (b) neither Parent nor its Subsidiaries has received written notice of any violation in any respect of any applicable Law, and (c) neither Parent nor its Subsidiaries has received written notice that it is under investigation by any Governmental Authority for potential non-compliance with any Law.

Section 4.12 Parent Material Contracts.

(a) Section 4.12 of the Parent Disclosure Schedules, together with the list of exhibits contained in the Filed SEC Documents, sets forth all Contracts as of the Execution Date of the type described below to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Affiliates or any of the Parent Assets are bound, in each case, that will be binding on Parent or any of its Subsidiaries after Closing (the “Parent Material Contracts”):

(i) each Contract that would be required to be filed by Parent as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act;

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(ii) any Contract (excluding joint operating agreements, unit agreements and pooling agreements) that can reasonably be expected to result in aggregate revenues to Parent and its Subsidiaries of more than $1,500,000 during the current or any subsequent calendar year (based solely on the terms thereof and current volumes, without regard to any expected increase in volumes or revenues);

(iii) any Hydrocarbon or water (produced or fresh) purchase and sale, acreage dedication, volume commitment, storage, marketing, transportation, processing, gathering, treatment, separation, compression, balancing, fractionation, disposal, handling, or similar Contract with respect to Hydrocarbons or water (produced or fresh) produced from or attributable to Parent and its Subsidiaries’ interest in the Parent Assets that is not terminable without penalty or other payment upon 60 days’ or less notice;

(iv) any indenture, mortgage, deed of trust, loan, credit or note purchase agreements, or sale-leaseback agreements, guaranties, bonds, letters of credit, or similar financial agreements or other agreements or instruments governing Indebtedness in excess of $15,000,000 affecting any of Parent or its Subsidiaries or the Parent Assets, other than agreements solely between or among Parent and any of its Subsidiaries or among any of the Parent’s Subsidiaries;

(v) any Contract containing any minimum volume throughput or other similar commitment (regardless of whether on a daily, monthly, annual, life-of-contract, or other basis);

(vi) any Contract that constitutes a lease under which any of Parent or its Subsidiaries is the lessor or the lessee of real or personal property (other than Leases) which lease (A) cannot be terminated by such party without penalty or other payment upon 60 days’ or less notice and (B) involves an annual base rental of more than $1,500,000;

(vii) any Contract entered into since January 1, 2021 that is a farmout or farmin agreement, participation agreement, exploration agreement, development agreement, purchase and sale agreement, or other Contract providing for the purchase, exchange, farming, or earning by any of Parent or its Subsidiaries of any oil and gas lease or mineral rights (other than joint operating agreements, unit agreements and pooling agreements);

(viii) any Contract regarding any partnership, joint venture, or that sets forth any option, put or call, drag-along right, tag-along right, appraisal right, right of first offer or right of first refusal with respect to the Parent Assets or any Interests in Parent or its Subsidiaries;

(ix) any Contract that (A) contains or constitutes an existing area of mutual interest agreement, (B) includes non-competition or non-solicitation restrictions or other similar restrictions on Parent or any of its Subsidiaries doing business or (C) includes any exclusivity, “most favored nation” or most favored customer provision;

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(x) any Contract that contains any take-or-pay payment, advance payment, or other similar pre-payment (other than royalties, overriding royalties, and similar arrangements reflected in the Leases) to deliver Hydrocarbons, or proceeds from the sale thereof, at some future time without receiving payment therefor at or after the time of delivery;

(xi) any Contract to sell, lease, exchange, transfer, or otherwise dispose of all or any material part of the Parent Assets (other than with respect to production of Hydrocarbons in the ordinary course) from and after the Execution Date, but excluding rights of reassignment upon intent to abandon or release a Well or a Lease;

(xii) any Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations that would reasonably be expected to result in payments in excess of $1,500,000;

(xiii) any Contract relating to a Hedging Transaction;

(xiv) any Contract required to be disclosed pursuant to Item 404 of Regulation S-K of the Exchange Act;

(xv) any Contract (other than any Lease) that obligates Parent or any of its Subsidiaries to drill any wells or conduct other material development operations, including any offset wells with respect to the Parent Assets (other than provisions requiring optional drilling as a condition of maintaining or earning all or a portion of a presently non-producing Lease, and excluding, in each case, any joint operating agreements, unit agreements and pooling agreements);

(xvi) any form of Contract relating to any option, restricted stock unit, profits interests, stock appreciation, phantom stock or similar arrangements;

(xvii) any Labor Agreement;

(xviii) any Contract that is a settlement, conciliation or similar agreement with any Governmental Authority or pursuant to which Parent or any of its Subsidiaries will have any material outstanding obligation after the Execution Date;

(xix) any Contract that is for the employment or engagement of any directors, officers, employees or independent contractors at annual base compensation in excess of $150,000 (but excluding any such Contracts that are terminable by Parent or its Subsidiary at-will without the payment of severance or notice in lieu thereof);

(xx) any Contract that is a seismic, geological or geophysical license or acquisition agreement; and

(xxi) any agreement the primary purpose of which is the indemnification of another Person.

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(b) The Parent Material Contracts are in full force and effect as to Parent and each of its Subsidiaries, as applicable, and, to Parent’s Knowledge, are binding upon the counterparties thereto in accordance with their terms, in each case, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, and other similar Laws of general application from time to time in effect that affect creditors’ rights generally, (ii) general principles of equity, and (iii) the power of a court to deny enforcement of remedies generally based upon public policy. Neither Parent nor any of its Subsidiaries is in material breach or default under any Parent Material Contract, and to Parent’s Knowledge, no other Person that is a party thereto is in material breach or default under any Parent Material Contract. To Parent’s Knowledge, no event has occurred, which after notice or lapse of time, or both, would constitute a material default under any Parent Material Contract. No written notice of default or breach has been received or delivered by Parent or any of its Subsidiaries under any Parent Material Contract, the resolution of which is outstanding as of the Execution Date, and there are no current notices received by Parent or its Subsidiaries of the exercise of any premature termination, price redetermination, market-out, or curtailment of any such Parent Material Contract. Prior to the Execution Date, true, complete and correct copies of all Parent Material Contracts have been made available to the Company, including all amendments or modifications thereto; provided, however, that Parent shall not be required to make available any documents that are (A) subject to any confidentiality, non-disclosure or similar agreement that would prohibit disclosure or (B) prohibited from disclosure by their terms.

Section 4.13 Payments for Production. Neither Parent nor any of its Subsidiaries is obligated by virtue of any material take-or-pay payment, advance payment, or other similar payment (other than royalties, overriding royalties, and similar arrangements reflected in the Leases or with respect to imbalances) to deliver material Hydrocarbons, or proceeds from the sale thereof, attributable to Parent and its Subsidiaries’ interest in the Parent Assets at some future time without receiving payment therefor at or after the time of delivery.

Section 4.14 Non-Consent Operations; Payout Status. Except as set forth on Section 4.14 of the Parent Disclosure Schedule or as otherwise reflected in the Parent Reserve Report, none of Parent or any of its Subsidiaries has elected not to participate in any material operation or activity proposed with respect to the Parent Assets which could result in any of Parent or its Subsidiaries’ interest in such Parent Assets becoming subject to a penalty or forfeiture as a result of such election not to participate in such operation or activity. To Parent’s Knowledge, Section 4.14 of the Parent Disclosure Schedules contains a complete and accurate list of the status of any payout balances for each Well operated by Parent or any of its Subsidiaries and included within the Parent Assets which is subject to a reversion or other adjustment at any level of cost recovery or Hydrocarbon production from or attributable to such Parent Asset, as of the dates shown on such schedule with respect to each Parent Asset. The representations and warranties contained in this Section 4.14 are the only representations and warranties of Parent or Merger Sub with respect to the subject matter contained in this Section 4.14.

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Section 4.15 Environmental Matters. Except as set forth on Section 4.15 of the Parent Disclosure Schedules, and except for those matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect:

(a) Neither Parent nor any of its Subsidiaries (and, to Parent’s Knowledge, no Third Party operator of the Parent Assets) has entered into, or is subject to, any written agreement with any Governmental Authority, or Order issued pursuant to Environmental Laws, that requires any remediation of Hazardous Substances by any of Parent or its Subsidiaries or of any of the Parent Assets that remains outstanding.

(b) Neither Parent nor any of its Subsidiaries (and, to Parent’s Knowledge, no Third Party operator of the Parent Assets) has treated, recycled, stored, disposed of, arranged for or permitted the disposal of, transported, handled, exposed any Person to, released, or owned or operated any property or facility contaminated by, any Hazardous Substances, in each case in a manner or under conditions giving rise to a current remedial liability or obligation of Parent or its Subsidiaries under Environmental Laws.

(c) Neither the Parent nor any of its Subsidiaries is subject to any outstanding Orders relating to alleged violations of, or liabilities arising under, Environmental Laws, and there are no Actions arising under any Environmental Laws against any of Parent or its Subsidiaries pending with any Governmental Authority or arbitrator, or, to Parent’s Knowledge, threatened in writing with respect to or affecting the Parent Assets or any of Parent or its Subsidiaries.

(d) Parent and each of its Subsidiaries (including with respect to the ownership and operation of the Parent Assets) is, and for the past three (3) years has been, in compliance with all applicable Environmental Laws and the terms of all Permits issued or required pursuant thereto, and neither Parent nor its Subsidiaries has received written notice alleging that any such Permits are not in full force and effect.

(e) Except for customary indemnities in standard service agreements and the Leases, neither Parent nor any of its Subsidiaries has assumed, undertaken or provided an indemnity with respect to any liability of any other Person under any Environmental Law that remains outstanding.

(f) Parent has made available to the Company copies of all material environmental assessments, reports and audits prepared by or on behalf of Parent or its Subsidiaries in the three (3) years preceding the date of this Agreement that are in the possession or reasonable control of Parent or its Subsidiaries with respect to any of their operations, Parent Assets or in connection with their business.

Notwithstanding anything to the contrary herein, with respect to Parent Assets that are operated by a Person other than Parent or its Subsidiaries, the representations and warranties set forth in this Section 4.15 are limited to Parent’s Knowledge. The representations and warranties set forth in Section 4.18 and this Section 4.15 are the only representations and warranties made by Parent and its Subsidiaries related to Environmental Laws, Hazardous Substances and any other environmental matters.

Section 4.16 Bankruptcy. There are no bankruptcy, insolvency, reorganization, receivership or similar proceedings pending against, being contemplated by, or, to Parent’s Knowledge, threatened against Parent or any of its Affiliates.

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Section 4.17 Parent Leases. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (a) neither Parent nor any of its Subsidiaries (and, to Parent’s Knowledge, no third party operator) have violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Lease (or entitle the lessor thereunder to cancel or terminate such Lease) included in the Parent Assets and (b) neither Parent nor any of its Subsidiaries has received written notice from any other party to any such Lease that Parent or any of its Subsidiaries is in breach or default under any Lease.

Section 4.18 Parent Wells. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all Parent Assets operated by the Parent and its Subsidiaries have been operated in compliance with the applicable Leases and, (ii) except any Wells for which an extension was granted by a Governmental Authority or pursuant to any applicable Law, there is no Well included in the Parent Assets for which the Parent or any of its Subsidiaries is currently obligated to plug and abandon pursuant to the express terms of any Lease, Parent Material Contract or applicable Law.

Section 4.19 Parent Reserve Report.

(a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect and except for Parent Assets (i) sold or otherwise disposed of in the ordinary course of business since the date of the reserve report prepared by Netherland, Sewell & Associates, Inc. (the “Parent Independent Petroleum Engineers”) relating to the Parent Assets referred to therein as of December 31, 2021 (the “Parent Reserve Report”) or (ii) reflected in the Parent Reserve Report as having been sold or otherwise disposed of, Parents and its Subsidiaries have good and defensible title to all Parent Assets forming the basis for the reserves reflected in the Parent Reserve Report and in each case as attributable to interests owned by Parent and its Subsidiaries, free and clear of any Encumbrances (other than Permitted Encumbrances). For purposes of the foregoing sentence, “good and defensible title” means that Parent and its Subsidiaries’ title (as of the date hereof and as of the Closing) to each of the Parent Assets held or owned by them (or purported to be held or owned by them as reflected in the Parent Reserve Report) (1) entitles the Parent (or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all royalties, overriding royalties and other burdens on production applicable thereto), not less than the Net Revenue Interest share shown in the Parent Reserve Report of all Hydrocarbons produced from such Parent Asset throughout the life of such Parent Assets, (2) obligates the Parent (or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Parent Assets, of not greater than the Working Interest shown on the Parent Reserve Report for such Parent Assets (other than any positive differences in such percentage) and the applicable Working Interest shown on the Parent Reserve Report for such Parent Assets that are accompanied by a proportionate (or greater) Net Revenue Interest in such Parent Assets and (3) is free and clear of all Encumbrances (other than Permitted Encumbrances).

(b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, the factual, non-interpretive data supplied by the Parent to the Parent Independent Petroleum Engineers relating to the Parent Assets referred to in the Parent Reserve Report, by or on behalf of Parent and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Parent Assets in connection with the preparation of the Parent Reserve Report was, as of the time

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provided, accurate in all respects. To Parent’s Knowledge, there are no material errors in the assumptions and estimates provided by Parent or its Subsidiaries in connection with the preparation of the Parent Reserve Report. Except for any such matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect, the oil and gas reserve estimates of Parent set forth in the Parent Reserve Report are derived from reports that have been prepared by the Parent Independent Petroleum Engineers, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries at the dates indicated therein. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Reserve Report that have had or would be reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Section 4.20 Permits. To Parent’s Knowledge, Parent and each of its Subsidiaries has all material Permits required to permit the ownership and operation of the Parent Assets as presently owned and operated by Parent or its Subsidiaries, each such material Permit is in full force and effect and has been duly and validly issued, and no suspension or cancellation of any such material Permit is pending or has been threatened in writing, except, in each case, where such failure would not, individually or in the aggregate, reasonably be expected to be materially adverse to Parent and its Subsidiaries, taken as a whole. To Parent’s Knowledge, the execution and delivery of this Agreement and the consummation of the Transactions will not result in any revocation, cancellation, suspension or modification of any such Permit, except for any such revocation that would not, individually or in the aggregate, reasonably be expected to be materially adverse to Parent and its Subsidiaries, taken as a whole.

Section 4.21 Royalties. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has paid (a) all royalties, overriding royalties and other burdens on production, and (b) all rentals, shut-ins and similar payments, in each case, due by Parent or its Subsidiaries with respect to the Parent Assets since the date that Parent or its Subsidiaries acquired the relevant Parent Assets.

Section 4.22 Outstanding Commitments. Except as set forth on Section 4.22 of the Parent Disclosure Schedules, as of the date of this Agreement, there are no outstanding authorizations for expenditure or similar requests or invoices for funding or participation under any agreement or contract that is binding on Parent or its Subsidiaries or the Parent Assets and which the Parent reasonably anticipates will individually require expenditures by Parent or its Subsidiaries in excess of $1,000,000.

Section 4.23 Suspense Funds. Except for the amounts reflected in the Financial Statements, neither Parent nor any of its Subsidiaries holds any material Third Party funds in suspense with respect to production of Hydrocarbons from any of the Parent Assets other than amounts less than the statutory maximum amount that Parent or any of its Subsidiaries is permitted to accumulate prior to payment.

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Section 4.24 Employee Benefit Matters.

(a) Section 4.24(a) of the Parent Disclosure Schedules lists each material Parent Benefit Plan.

(b) Neither Parent nor any of its Subsidiaries, nor any of their ERISA Affiliates, has at any time maintained, established, sponsored, participated in, or contributed to, or had any liability to, any (i) “employee pension benefit plan,” within the meaning of Section 3(2) of ERISA, that is subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code, (ii) “funded welfare plan” within the meaning of Section 419 of the Code, (iii) “multiple employer welfare benefit arrangement” as described in Section 3(40)(A) of ERISA, or (iv) “multiemployer plan,” as defined in Section 3(37) of ERISA. Neither Parent nor any of its Subsidiaries, nor any of their ERISA Affiliates, has at any time incurred, nor does any such party expect to incur, any liability under Title IV of ERISA or Section 412 of the Code.

(c) With respect to each material Parent Benefit Plan, Parent has made available to the Company true and correct copies of the following, as applicable (except for such documents that are filed as an exhibit to an SEC Document): (i) the plan document, including all amendments thereto or, with respect to any unwritten plan, a summary of all material terms thereof, (ii) the summary plan description along with all summaries of material modifications thereto, (iii) all related trust instruments or other funding-related documents and insurance contracts, (iv) the financial statements (if any) for the most recent year for which such financial statements are available (in audited form if required by ERISA) and, where applicable, Annual Report/Returns (Forms 5500) with disclosure schedules, if any, and attachments for the most recent year for which such Annual Report/Return (Form 5500) is available, (v) a copy of all material, non-routine correspondence with any Governmental Authority received or sent within the last three (3) years, (vi) the most recent Internal Revenue Service determination or opinion letter and (vii) written results of any required compliance testing for each of the past three (3) plan years.

(d) Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, (i) each Parent Benefit Plan has been maintained, operated, funded and administered in accordance with and in compliance with its terms and all applicable Laws, including ERISA and the Code, (ii) all contributions, reimbursements, and premium payments required to be made with respect to any Parent Benefit Plan on or before the date hereof have been timely made and all other contributions, reimbursements, and premium payments have been accrued in accordance with GAAP and all premiums, reimbursements, and other payments that are due with respect to any period ending prior to the Closing Date have been paid, (iii) each Parent Benefit Plan which is or was intended to be qualified within the meaning of Section 401(a) of the Code (A) is so qualified, (B) has received a favorable determination or opinion letter as to its qualification, has been established under a standardized master and prototype or volume submitter plan for which a current favorable Internal Revenue Service advisory letter or opinion letter has been obtained by the plan sponsor and is valid as to the adopting employer and (C) and nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of such qualification, and (iv) no Actions, suits, claims (other than routine claims for benefits in the ordinary course), audits, investigations or examinations are pending or, to Parent’s Knowledge, threatened with respect to the Parent Benefit Plans.

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(e) No Parent Benefit Plan provides for, and neither Parent nor any of its Subsidiaries has incurred any current or projected liability in respect of, any benefits for any person upon or following retirement or termination of employment, service, or ownership, except as otherwise required by Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code or other applicable law (and for which the beneficiary pays the full premium cost of coverage) or pursuant to an individual severance agreement or severance policy listed on Section 4.24(a) of the Parent Disclosure Schedules.

(f) Neither the execution and delivery of this Agreement nor the consummation of the Transactions (alone or in conjunction with any other event) would reasonably be expected to result in (i) any entitlement by any current or former employee or individual service provider of any of Parent or its Subsidiaries to any compensation or benefit, or in the forgiveness (or accelerated repayment) of any indebtedness of any such employee or service provider, (ii) any increase in the amount, or acceleration of the time of payment or vesting, or trigger any payment or funding, of any compensation or benefits for any current or former employee or individual service provider of any of Parent or its Subsidiaries, (iii) any restriction on the right of the Parent or any of its Subsidiaries, to merge, materially amend, terminate or transfer any Parent Benefit Plan or (iv) the payment of any “excess parachute payment” (as defined in Section 280G(b)(1) of the Code).

(g) Each Parent Benefit Plan and any other agreement, contract, plan or other arrangement to which any of Parent or its Subsidiaries is party to that is, in whole or in part, a “nonqualified deferred compensation plan” subject to Section 409A of the Code complies with, and has been maintained in form and operation in accordance with the requirements of, Section 409A of the Code, and no amount under any such plan or program is, has been or is expected to be subject to penalties or the interest and additional tax set forth under Section 409A(a)(1)(B) of the Code.

(h) None of Parent or its Subsidiaries is party to, nor has any obligation to indemnify or gross-up any Person for any Tax under Section 4999 of the Code and Section 409A of the Code (or any corresponding provisions of state, local or non-U.S. Tax Laws).

Section 4.25 Employment and Labor Matters.

(a) Neither Parent nor any of its Subsidiaries is party to nor bound by any Labor Agreements and no employees of Parent or its Subsidiaries are represented by any labor union, works council, or other labor organization. There are no, and for the past three (3) years there have not been any, strikes, organized labor work stoppages, concerted work slowdowns, lockouts, handbilling, picketing, unfair labor practice charges, material labor grievances, labor arbitrations, or other material labor disputes pending or, to Parent’s Knowledge, threatened by or against any of Parent or its Subsidiaries. To Parent’s Knowledge, there are no ongoing or threatened union organizing activities, nor have there been any such activities in the past three (3) years.

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(b) Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, Parent and each of its Subsidiaries is and for the last three (3) years has been in compliance with all applicable Laws respecting labor, employment and employment practices, including, without limitation, all Laws respecting terms and conditions of employment, health and safety, wages and hours (including the classification of independent contractors and exempt and non-exempt employees), immigration (including the completion of Forms I-9 for all employees and the proper confirmation of employee visas), employment harassment, discrimination or retaliation, whistleblowing, disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), employee trainings and notices, workers’ compensation, labor relations, employee leave issues, COVID-19, affirmative action and unemployment insurance.

(c) Parent and its Subsidiaries have reasonably investigated all sexual harassment, or other discrimination, retaliation or policy violation allegations reported in accordance with Parent and its Subsidiaries’ policies. With respect to each such allegation with potential merit, Parent and its Subsidiaries have taken prompt corrective action that is reasonably calculated to prevent further improper action. Neither Parent nor its Subsidiaries reasonably expect any material liabilities with respect to any such allegations and, to Parent’s Knowledge, no allegations have been made relating to officers, directors, employees, contractors, or agents of Parent or its Subsidiaries, that, if known to the public, would reasonably be expected to bring Parent or its Subsidiaries into material disrepute.

(d) To Parent’s Knowledge, no current or former employee or independent contractor of Parent or its Subsidiaries is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, restrictive covenant or other obligation: (i) owed to Parent or any of its Subsidiaries; or (ii) owed to any third party with respect to such person’s right to be employed or engaged by Parent or its Subsidiaries.

Section 4.26 SEC Documents; Financial Statements; No Liabilities.

(a) Parent has timely filed or furnished with the SEC all reports, schedules, forms, statements, and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by it since January 1, 2021 under the Securities Act or the Exchange Act (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “SEC Documents”). The SEC Documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Financial Statements”), at the time filed or furnished (except to the extent corrected by a subsequently filed or furnished SEC Document filed or furnished prior to the Execution Date) (i) did 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 (in the light of the circumstances under which they were made) not misleading, (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, (iii) in the case of the Financial Statements, complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) in the case of the Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the

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notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and subject, in the case of interim financial statements, to normal and recurring year-end audit adjustments, (v) in the case of the Financial Statements, fairly present in all material respects the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments), and (vi) in the case of the Financial Statements, have been prepared in a manner consistent with the books and records of Parent and its Subsidiaries. Since January 1, 2021, Parent has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP, SEC rule or policy or applicable Law. The books and records of Parent and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP (to the extent applicable) and any other applicable legal and accounting requirements and reflect only actual transactions.

(b) There are no liabilities of or with respect to Parent or its Subsidiaries that would be required by GAAP to be reserved, reflected, or otherwise disclosed on a consolidated balance sheet of Parent other than (i) liabilities accrued, reserved, reflected, or otherwise disclosed in the consolidated balance sheet of Parent and its Subsidiaries as of March 31, 2022 (including the notes thereto) included in the Financial Statements, (ii) liabilities incurred in the ordinary course of business consistent with past practice since December 31, 2021, (iii) liabilities under this Agreement and the other Transaction Documents or incurred in connection with the Transactions or (iv) liabilities that are not, individually or in the aggregate, material to Parent and its Subsidiaries, except in the case of clause (iv), as would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect.

Section 4.27 Condemnation. There is no pending, or, to the knowledge of Parent, threatened in writing, taking (whether permanent, temporary, whole, or partial) of any material part of the Parent Assets by reason of condemnation or the threat of condemnation.

Section 4.28 Intellectual Property.

(a) Section 4.28 of the Parent Disclosure Schedules sets forth a true and complete list of all material registrations or applications for registration included in any Intellectual Property Rights owned by Parent or its Subsidiaries. The Parent and its Subsidiaries own, license or otherwise have a valid right to use, free and clear of all Encumbrances (other than Permitted Encumbrances or non-exclusive licenses granted by Parent and its Subsidiaries in the ordinary course of business), all Intellectual Property Rights used in or necessary to conduct the businesses of Parent and its Subsidiaries as currently conducted, except where the failure to own, license or have the right to use such Intellectual Property Rights has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

(b) To Parent’s Knowledge, the conduct of the businesses of Parent and its Subsidiaries as currently conducted are not infringing or misappropriating any Intellectual Property Right of any other Person in any material respect, except for such matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

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(c) The consummation of the Transactions will not result in the loss or impairment of any material right of Parent or any of its Subsidiaries to own, use, practice or exploit any Intellectual Property Rights owned by, held by or licensed to Parent and its Subsidiaries and used in the business of Parent and its Subsidiaries as currently conducted.

Section 4.29 Absence of Certain Changes. Since December 31, 2021, (a) there has not been any Parent Material Adverse Effect and (b) Parent and its Subsidiaries have, in all material respects, conducted their respective businesses in the ordinary course of business consistent with past practices.

Section 4.30 No Distributions. Except as set forth on Section 4.30 of the Parent Disclosure Schedule, since March 31, 2022, Parent has not made or declared, and Parent does not have any intention of making or declaring, any distribution or similar payment (of cash, property, Interests, or otherwise) prior to the Closing in respect of any Interests of Parent.

Section 4.31 Insurance. Parent and its Subsidiaries maintain, or are entitled to the benefits of, insurance provided by Third Parties in such amounts and against such risks substantially as are customary for the industries in which Parent and its Subsidiaries operate. Except as would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect, (a) all material insurance policies maintained by or on behalf of Parent or its Subsidiaries are in full force and effect and are not subject to any lapse in coverage and all premiums with respect thereto have been paid to the extent due, (b) Parent has not received notice of, nor to Parent’s Knowledge is there threatened, any cancellation, termination, material reduction of coverage or material premium increases with respect to any such policy that remains outstanding, (c) there is no material claim outstanding under any such insurance policy and (d) none of Parent or its Subsidiaries has received any written notice from any insurer or reinsurer of any reservation of rights with respect to any material pending or paid claims.

Section 4.32 Hedging Transaction. Section 4.32 of the Parent Disclosure Schedules sets forth a true and complete list of all Hedging Transactions outstanding as of the Execution Date and entered into by Parent or any of its Subsidiaries with respect to the Parent Assets (such Hedging Transactions, the “Parent Execution Date Hedging Portfolio”), the material terms thereof (including the type of transaction, term, effective date, termination date, notional amounts), and the counterparty thereto. Parent has made available to the Company a true, correct, and complete copy of all confirmations or other agreements evidencing the Hedging Transactions included in the Parent Execution Date Hedging Portfolio.

Section 4.33 Affiliate Transactions. Except for Contracts (a) filed or incorporated by reference as an exhibit to the Filed SEC Documents and (b) related to any Parent Benefit Plan, none of Parent or any of its Subsidiaries are party to any transaction or arrangement under which any (i) present executive officer or director of Parent or any of its Subsidiaries or any Person that has served as an executive officer or director of Parent or any of its Subsidiaries within the last three (3) years or any of such officer’s or director’s immediate family members, (ii) record or beneficial owner of more than five percent (5%) of Parent’s equity Interests as of the date of this Agreement or (iii) to Parent’s Knowledge, any Affiliate of any such officer, director or owner (other than Parent and its Subsidiaries) is a party that would be required to be disclosed by Parent pursuant to Item 404 of Regulation S-K promulgated under the Exchange Act.

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Section 4.34 Information to be Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, at the time the Proxy Statement is mailed to Parent Stockholders and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein, necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement of a material fact in any earlier communication with respect to the solicitation of proxies for the Parent Stockholders’ Meeting which has become false or misleading. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to any information supplied by or to be supplied by the Company that is included in the Proxy Statement.

Section 4.35 Internal Controls; Exchange Listing Matters.

(a) Parent has established and maintains “internal control over financial reporting” (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) that has been designed by, or under the supervision of, its principal executive and principal financial officers, or Persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. There (i) are not any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information or (ii) is not any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting.

(b) Parent has established and maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that are designed to ensure that information required to be disclosed by Parent in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to Parent’s principal executive officer and principal financial officer to allow timely decisions regarding required disclosure. Parent has carried out evaluations of the effectiveness of its disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act and such disclosure controls and procedures were effective as of the end of Parent’s most recently completed fiscal quarter.

(c) No Subsidiary of Parent is required to file any form, report, schedule, statement or other document with the SEC.

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(d) The Parent Class A Common Stock is registered under Section 12(b) of the Exchange Act and listed on the Exchange, and Parent has not received any notice of deregistration or delisting from the SEC or the Exchange, as applicable. Parent is in compliance in all material respects with the rules and regulations of the Exchange, in each case, that are applicable to Parent. No Order of any securities commission or similar securities regulatory authority or any other Governmental Authority, or of the Exchange, preventing or suspending trading in any securities of Parent has been issued, and no proceedings for such purpose are, to Parent’s Knowledge, pending, contemplated or threatened. Parent has taken no action that is designed to terminate the registration of the Parent Class A Common Stock under the Exchange Act.

Section 4.36 Form S-3. As of the Execution Date, Parent is eligible to register the resale of the Parent Class A Common Stock issuable upon the exchange of Surviving Company Units in accordance with the A&R LLC Agreement under an automatic shelf registration statement on Form S-3 promulgated under the Securities Act.

Section 4.37 State Takeover Statutes. As of the Execution Date and at all times on or prior to the Closing, the Parent Board has taken all actions so that the restrictions applicable to business combinations contained in Section 203 of the General Corporation Law of the State of Delaware are, and will be, inapplicable to the execution, deliver and performance of this Agreement and the timely consummation of the Transactions. No “moratorium,” “fair price,” “business combination,” “control share acquisition” or similar provision of any state anti-takeover Law or any similar anti-takeover provision in the Parent’s Organizational Documents is, or at the Closing will be, applicable to this Agreement, or any of the Transactions.

Section 4.38 Opinion of Financial Advisor. The Parent Board has received the opinion of Citigroup Global Markets Inc., Parent’s financial advisor, to the effect that, as of the date of such opinion and based upon and subject to the factors, assumptions, qualifications, limitations and other matters set forth therein, the Merger Consideration is fair, from a financial point of view, to Parent.

Section 4.39 Financial Capability. Parent will on the Closing Date have sufficient unrestricted cash on hand or available credit facilities to pay all amounts required to be paid by Parent at the Effective Time pursuant to the terms of this Agreement and the other Transaction Documents to which it is a party. Parent has no reason to believe that such cash or such available credit facilities will not be available. The obligations of Parent and Merger Sub under this Agreement are not subject to any conditions regarding Parent’s, Merger Sub’s, their respective Affiliates’ or any other Person’s ability to obtain financing for the consummation of the Transactions contemplated hereby.

Section 4.40 No Additional Representations. Notwithstanding anything contained in this Agreement to the contrary, each of Parent and Merger Sub represents, acknowledges and agrees that neither the Company nor any of its Subsidiaries nor any other Person has made or is making any representations or warranties relating to the Company and its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article III, including any implied representation or warranty as to the accuracy or completeness of any oral or written information regarding the Company and its Subsidiaries furnished or made available to Parent, or any of its Affiliates or Representatives and that neither of Parent or Merger Sub has relied on any such other representation or warranty not set forth in this Agreement. Without limiting the generality of the foregoing, each of Parent and Merger Sub acknowledges that no representations or warranties are made with respect to (a) any projections, forecasts, estimates, budgets or prospect information that

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may have been made available to Parent or any of its Affiliates or Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Transactions); and (b) except for the representations and warranties made by the Company in Article III, any oral or written information presented to Parent or any of its Affiliates or Representatives in the course of their due diligence investigation of the Company and its Subsidiaries, the negotiation of this Agreement or any other Transaction Document or in the course of the Transactions.

Article V

Covenants of the Parties

Section 5.1 Access. From the Execution Date until the earlier of (x) the date this Agreement is terminated pursuant to Section 7.1 and (y) the Closing Date, each Party (the “Granting Party”) shall, and shall cause its Subsidiaries to, grant to the other Party and its Representatives (collectively, the “Inspecting Party”) reasonable access, during normal business hours and upon reasonable advance notice, to the properties, contracts, books and records, data and senior management of the Granting Party and its Subsidiaries and, during such period, the Granting Party shall, and shall cause its Subsidiaries to make available to the Inspecting Party all information concerning the business, properties and personnel of the Granting Party as the Inspecting Party may reasonably request; provided that (i) all requests for access shall be directed to Matt R. Garrison (at Parent) or John Bell (at the Company) or such other Person as Parent or the Company may designate in writing from time to time (in each case as applicable, the “Granting Party Contact”), (ii) such access shall entitle the Inspecting Party or its Representatives to request from the Granting Party the ability to conduct sampling, testing or other invasive investigation of environmental media at any property or facility of the Granting Party (including of the type commonly referred to as a Phase II environmental site assessment), solely to the extent that such sampling, testing or invasive investigation relates to environmental conditions identified in Phase I environmental site assessments undertaken by or on behalf of the Inspecting Party, and provided, however, that, subject to the foregoing, no such access shall include sampling, testing or other invasive investigation of environmental media without the Granting Party’s prior written consent (provided, further, that, if the Company, as Granting Party, does not consent to a request from Parent to conduct such sampling, testing or other invasive investigation of environmental conditions in accordance with this Section 5.1, if Parent submits an Environmental Defect Notice with respect to such environmental conditions, the failure of Parent to conduct such sampling, testing or other invasive investigation shall not invalidate the relevant Environmental Defect for purposes of meeting the requirements of Section 10.3(b)(i), subject to the other limitations of Article X) , and (iii) nothing herein shall require the Granting Party or its Subsidiaries to provide access to, or to disclose any information to, the Inspecting Party or any other Person if such access or disclosure (A) would breach any obligations to any Third Party or obligation of confidentiality binding on the Granting Party or any of its assets or properties; provided, however, that the Granting Party shall use its commercially reasonable efforts to obtain any applicable waivers of confidentiality restrictions, (B) would be in violation of applicable Laws or regulations of any Governmental Authority or the provisions of any Contract to which the Granting Party or any of its Subsidiaries is a party, or (C) would result in the waiver of attorney-client privilege or attorney work product. If the restrictions in clause (B) or clause (C) of the preceding sentence apply, the Granting Party shall use commercially reasonable efforts to cooperate in seeking to find a way to allow disclosure of such information to the Inspecting Party

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(including by entering into a joint-defense or similar agreement) to the extent doing so (1) would not in the good faith belief of the Granting Party (after consultation with counsel) reasonably be expected to result in the violation of any such Contract or Law or reasonably be expected to cause such privilege to be undermined with respect to such information or (2) could reasonably in the good faith belief of the Granting Party (after consultation with counsel) be managed through the use of customary “clean-room” arrangements pursuant to which nonemployee Representatives of the Inspecting Party are provided access to such information; provided, further, that the Granting Party shall (x) notify the Inspecting Party that such disclosures are reasonably likely to violate any of the Granting Party’s obligations under any such Contract or Law or are reasonably likely to cause such privilege to be undermined, and (y) communicate to the Inspecting Party the facts giving rise to such notification (to the extent it is able to do so in accordance with this Section 5.1).

(a) The Inspecting Party’s investigation shall be conducted in a manner that minimizes interference with the operation of the Granting Party’s assets and properties. The Granting Party shall have the right to accompany the Inspecting Party (including, for the avoidance of doubt, its Representatives) in connection with any physical inspection of the Granting Party’s assets and properties.

(b) The Inspecting Party acknowledges that, pursuant to its right of access to the Granting Party’s assets and properties, the Inspecting Party will become privy to confidential and other information of the Granting Party and its Affiliates and that such confidential information (which includes the Inspecting Party’s conclusions with respect to its evaluations) shall be held confidential by the Inspecting Party in accordance with the terms of the Confidentiality Agreement and Section 5.4 and any applicable privacy Laws regarding personal information. For the avoidance of doubt, the Granting Party does not make any representation or warranty as to the accuracy of any information, if any, provided pursuant to this Section 5.1, and none of the Inspecting Party nor any of its Affiliates or their Representatives, may rely on the accuracy of any such information, in each case, other than the express representations and warranties of the Company set forth in Article III or Parent set forth in Article IV hereof, as applicable, as qualified by the Company Disclosure Schedules or Parent Disclosure Schedules, as applicable.

(c) During all periods that the Inspecting Party is on the assets or properties owned or leased by the Granting Party or its Affiliates, the Inspecting Party shall maintain, at its sole cost and expense, policies of insurance customary for such access and performance of such due diligence. Coverage under all insurance required to be carried by the Inspecting Party hereunder will (i) be primary insurance, (ii) list the Granting Party and its Affiliates and each of their respective officers, directors, employees, agents, advisors and other Representatives as additional insureds, (iii) waive subrogation against the Granting Party and its Affiliates and each of their respective officers, directors employees, agents, advisors and other Representatives and (iv) provide for 30 days’ prior written notice to the Granting Party in the event of cancellation, expiration, or modification of the policy or reduction in coverage. Upon request by the Granting Party, the Inspecting Party shall provide evidence of such insurance to the Granting Party prior to entering any of the properties.

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(d) In connection with the rights of access, examination and inspection granted to the Inspecting Party under this Section 5.1, (I) THE INSPECTING PARTY AND ITS SUBSIDIARIES WAIVE AND RELEASE ALL CLAIMS AGAINST THE GRANTING PARTY, ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS AND OTHER REPRESENTATIVES ARISING IN ANY WAY THEREFROM OR IN ANY WAY CONNECTED THEREWITH AND (II) THE INSPECTING PARTY AND ITS SUBSIDIARIES HEREBY AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE GRANTING PARTY, ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS AND OTHER REPRESENTATIVES, AND THIRD PARTY OPERATORS FROM AND AGAINST ANY AND ALL DAMAGES ATTRIBUTABLE TO PERSONAL INJURY, DEATH OR PHYSICAL PROPERTY DAMAGE, OR VIOLATION OF ANY OF THE FOREGOING PERSON’S RULES, REGULATIONS, OR OPERATING POLICIES, ARISING OUT OF, RESULTING FROM OR RELATING TO ANY FIELD VISIT OR OTHER DUE DILIGENCE ACTIVITY CONDUCTED BY THE INSPECTING PARTY WITH RESPECT TO THE GRANTING PARTY’S ASSETS AND PROPERTIES, EVEN IF SUCH LIABILITIES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT, OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW BY THE GRANTING PARTIES, ITS AFFILIATES, EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS AND OTHER REPRESENTATIVES OR THIRD PARTY OPERATORS, BUT SHALL EXCLUDE LIABILITIES CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE APPLICABLE INDEMNIFIED PERSON.

Section 5.2 Cooperation; Status Updates.

(a) Cooperation and Efforts to Consummate the Transaction. Each of the Parties shall cooperate with each other and use (and shall cause their respective Affiliates to use) their respective best efforts to take or cause to be taken all actions reasonably necessary or advisable on their part under this Agreement and the other Transaction Documents to consummate the Transactions as promptly as reasonably practicable after the Execution Date.

(b) Status Updates. Subject to applicable Laws and as required by any Governmental Authority, each Party shall keep the other Parties apprised of the status of matters relating to obtaining regulatory approval and the consummation of the Transactions, including promptly furnishing each Party with copies of material or substantive notices or other communications (or where no such copies are available, a reasonably detailed written description thereof) received by such Party or any of its Affiliates from any Governmental Authority with respect to the Transactions or from any other Person indicating any fact, event or circumstance that is reasonably likely to affect the consummation of the Transactions.

(c) Consent Solicitation. Prior to the Closing, the Company may commence a consent solicitation to amend, eliminate or waive certain sections of the applicable Company indentures (a “Consent Solicitation”), with respect to some or all of the outstanding senior notes of the Company. In connection with any such Consent Solicitation, the Parties shall use their reasonable best efforts to provide and shall use their reasonable best efforts to cause their Representatives to provide all cooperation reasonably requested by the other Party in connection with the Consent Solicitation. The Company shall afford Parent a reasonable opportunity to review and comment upon any consent solicitation statement, supplemental indenture or other related documents in connection with any Consent Solicitation and the Company will give reasonable consideration to the comments, if any, raised by Parent.

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Section 5.3 Governmental Filings and Approvals.

(a) Exchange of Information. The Parties shall each, upon request by the other, furnish the other with all information concerning itself, its Affiliates, directors, members, officers and equityholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Parent or the Company or any of their respective Affiliates to any Governmental Authority in connection with the Transactions.

(b) Filings. Each Party and each Party’s Affiliates shall prepare and submit, or cause to be prepared and submitted, to the applicable Governmental Authority, as promptly as reasonably practicable following the Execution Date, all necessary filings in connection with the Transactions that may be required for obtaining approvals from any Governmental Authorities under applicable Laws prior to the Closing Date. Without limiting the foregoing, each of the Company and Parent shall make its filing pursuant to the HSR Act with respect to the Transactions as promptly as reasonably practicable following the Execution Date and no later than ten (10) Business Days after the Execution Date. The Parties shall request or cause to be requested, and shall use their reasonable best efforts to obtain, expedited treatment of any such filings (including early termination of any applicable waiting periods under the HSR Act), promptly make any appropriate or necessary subsequent or supplemental filings, and cooperate with one another in the preparation of such filings in such manner as is reasonably necessary and appropriate.

(c) Conduct of Interactions with Governmental Entities. The Parties agree to respond promptly to any inquiries from any Governmental Authority concerning the Transactions, including any inquiries from the DOJ or the FTC concerning such filings with respect to the HSR Act, and to comply in all material respects with the filing requirements of the HSR Act. Subject to applicable Laws relating to the exchange of information, Parent and the Company shall have the right to review in advance and, to the extent practicable, each will consult with the other on and consider in good faith the views of the other in connection with, all the information relating to Parent or the Company, as the case may be, and any of their respective Affiliates, that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with the Transactions. In exercising the foregoing rights, the Company and Parent shall act reasonably and as promptly as practicable. Neither the Company nor Parent shall permit any of its officers or any other Representatives or agents to participate in any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry relating to the Transactions unless it consults with the other Party in advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend and participate thereat. For the avoidance of doubt, neither Parent or any of its Affiliates, on the one hand, nor the Company or any of its Affiliates, on the other hand, shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Transactions at the behest of any Governmental Authority without the prior written consent of the Company or Parent, respectively.

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(d) Filing Fees. Whether or not the Transactions are consummated, each of Parent and the Company Unitholder shall be responsible for and shall pay fifty percent (50%) of all fees and payments to any Governmental Authority (including filing fees) relating to any consent, clearance, registration, approval, Permit or authorization or expiration or termination of a waiting period relating to the Transactions pursuant to this Section 5.3.

(e) Efforts. In furtherance of and not in limitation of the covenants of the Parties contained in Section 5.2 and Section 5.3(a) through Section 5.3(d), each of the Parties hereto shall use (and cause its Subsidiaries and Affiliates to used) reasonable best efforts to take all actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods, or receipt of required authorizations or approvals under applicable Antitrust Laws and, if any objections are asserted with respect to the Transactions under any Law or if any proceeding is instituted (or threatened to be instituted) by any Governmental Authority or any private party challenging any of the Transactions as prohibited by or violating any Law or which would otherwise prevent, materially impede or materially delay the consummation of the Transactions, use reasonable best efforts to take all action necessary to resolve any such objections or suits so as to permit consummation of the Transactions, including in order to resolve such objections or proceedings which, in any case if not resolved, would reasonably be expected to prevent, materially impede or materially delay the consummation of the Transactions and contesting, defending and appealing any proceedings, whether judicial or administrative, brought or threatened to be brought by any Person (including any Governmental Authority) in order to avoid entry of, or to have vacated, lifted or terminated, any order of any kind or nature that would prevent the consummation of the Transactions from occurring prior to the Outside Date; provided, however, in no event shall any Party be required to take any action that would cause a Material Adverse Effect with respect to such Party. Notwithstanding anything to the contrary contained in this Agreement, in no event shall Parent or its Subsidiaries or Affiliates be required to (and the Company and its Subsidiaries and Affiliates shall not without the Parent’s prior written consent, and Parent and its Subsidiaries and Affiliates shall not without the Company’s prior written consent) offer, propose, negotiate, agree to, commit to or effect, by consent decree, hold separate order, settlement, undertaking, stipulation or otherwise, (i) the sale, divestiture, license, transfer or other disposition of any and all of the share capital or other equity or voting Interest, assets (whether tangible or intangible), rights, products, properties or businesses of such Party or any of its Subsidiaries and, following the Closing, the Surviving Company and any of its Subsidiaries; (ii) the termination, amendment or assignment of existing relationships or contractual rights or obligations of such Party or any of its Subsidiaries and, following the Closing, the Surviving Company and any of its Subsidiaries; (iii) the change or modification of any course of conduct regarding future operations of such Party or any of its Subsidiaries and, following the Closing, the Surviving Company and any of its Subsidiaries; and (iv) any other restrictions on the activities of such Party or any of its Subsidiaries and, following the Closing, the Surviving Company and any of its Subsidiaries, with respect to, or their ability to retain, one or more of their respective businesses, assets or rights or Interests therein.

Section 5.4 Confidentiality; Public Announcements.

(a) The terms of the Confidentiality Agreement are hereby incorporated by reference, mutatis mutandis, and, notwithstanding anything contained in the Confidentiality Agreement to the contrary, shall continue in full force and effect until the Closing, at which time such Confidentiality Agreement shall terminate.

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(b) Notwithstanding anything to the contrary in the Confidentiality Agreement or this Section 5.4 without the prior written consent of the other Parties, no Party shall issue any press release or make any announcement to the general public pertaining to this Agreement or the Transactions or otherwise disclose the existence of this Agreement and the Transactions to any Third Party, except (i) as may be required by applicable Law or by obligations pursuant to any listing agreement with any national securities exchange, in which case the Party proposing to issue such press release or make such public announcement or make such disclosure shall use commercially reasonable efforts to consult in good faith with the other Party before issuing any such press releases or making any such announcements or disclosures to the general public, (ii) in connection with the procurement of any necessary consents, approvals, clearances or payoff letters in connection with this Agreement and (iii) that each Party may disclose the terms of this Agreement to their respective current debt and equity investors, accountants, legal counsel and other Representatives as necessary in connection with the ordinary conduct of their respective businesses; provided that such Persons agree to keep the terms of this Agreement strictly confidential. Notwithstanding the foregoing, to the extent applicable, each Party and its direct and indirect equity holders and their respective Affiliates may disclose to their direct and indirect limited partners and members such information as is customarily provided to current or prospective limited partners in private equity funds or other similar financial investment funds.

(c) Following termination of this Agreement in accordance with Article VII, each Party shall promptly (but in any event no more than ten (10) Business Days after the termination of this Agreement) return or destroy all, Contracts, instruments, books, records, materials and other information regarding the other Party or its Affiliates provided to the receiving Party or any of its Affiliates or any of their respective Representatives in connection with the Transactions.

(d) To the extent that the foregoing provisions of this Section 5.4 conflict with the provisions of the Confidentiality Agreement, the provisions of this Section 5.4 shall prevail and control to the extent of such conflict. If Closing occurs, the Confidentiality Agreement shall terminate as of the Closing.

Section 5.5 Restricted Contact. Without the prior written consent of the other Party (which consent may be given or withheld in such other Party’s sole discretion), no Party shall, or shall permit any of their Affiliates or respective Representatives to, (i) contact any officer, director, manager, employee, consultant, direct or indirect equity holder, distributor, supplier, customer, contractor, or joint venture partner of the other Party or any of its Subsidiaries or any Third Party operator of such other Party or its Subsidiaries’ assets or properties, or other material business relation of such other Party or its Subsidiaries other than the applicable Granting Party Contact (collectively, the “Restricted Contact”) in connection with the Transactions or engage in any discussions with any Restricted Contact of the other Party of its Subsidiaries in respect of the Transactions or (ii) make any announcement or communication to any Restricted Contact of the other Party or its Subsidiaries regarding this Agreement or any of the Transactions.

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Section 5.6 Operation of the Company’s Business. Except (i) for the operations set forth on Section 5.6 of the Company Disclosure Schedules, (ii) as required in the event of an emergency to protect life, property or the environment, (iii) as may be required by Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Authority), (iv) as permitted or otherwise contemplated by this Agreement or any other Transaction Documents, (v) as otherwise required by any Contract entered into on or prior to the Execution Date or (vi) as otherwise approved in writing by Parent, from the Execution Date until the earlier of the Closing Date and termination of this Agreement pursuant to Article VII, the Company shall and shall cause each of its Subsidiaries to:

(a) use commercially reasonable efforts to operate the Company and its Subsidiaries’ businesses and the Company Assets in the ordinary course in all material respects consistent with past practice and subject to the terms of this Agreement;

(b) not propose, elect to participate in or non-consent to any operation reasonably anticipated by the Company and its Subsidiaries to require future capital expenditures that are, in the aggregate, greater than 125% of the aggregate amount of capital expenditures scheduled to be made in the Company’s capital expenditure budget for the period indicated as Company’s capital expenditure budget set forth on Section 5.6(b) of the Company Disclosure Schedules, except for capital expenditures to repair damage resulting from insured casualty events or capital expenditures required on an emergency basis or for the safety of individuals, assets or the environment;

(c) not take any affirmative action to (i) terminate or materially amend any Leases, or (ii) terminate, materially amend, waive, materially modify, or extend any Company Material Contract or enter into any new contract that would constitute a Company Material Contract if executed prior to the Execution Date; in each case, other than the extension of Leases with primary terms expiring prior to the Closing and the execution or extension of a Contract for the sale, exchange, or marketing of oil, gas and/or other Hydrocarbons in the ordinary course of business and terminable without penalty on 60 days or shorter notice;

(d) maintain all material insurance policies in the amounts and of the types presently in force with respect to the Company Assets and the operations and activities of the Company and its Subsidiaries to the extent commercially reasonable in the Company and its Subsidiaries’ business judgment in light of prevailing conditions in the insurance market;

(e) use commercially reasonable efforts to maintain the Wells in good repair and normal operating condition in the ordinary course in all material respects consistent with past practices, wear and tear excepted;

(f) maintain the books, accounts and records of each of the Company and its Subsidiaries in the ordinary course of business consistent with past practice and in compliance with all applicable Laws and contractual obligations;

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(g) notify Parent of any emergency affecting the Company and its Subsidiaries’ businesses or any of the Company Assets as promptly as reasonably practicable;

(h) notify Parent of any Actions filed with any Governmental Authority, or threatened in writing against any of the Company or its Subsidiaries with respect to the Company Assets, any of the Company or its Subsidiaries, or the Transactions;

(i) use commercially reasonable efforts to maintain all material Permits, approvals, bonds and guaranties required to own and/or operate the Company Assets, and make all filings that the Company or any of its Subsidiaries is required to make under applicable Law with respect to the Company Assets;

(j) not transfer, sell, or otherwise dispose of any of the Company Assets except for (i) sales and dispositions of Hydrocarbons or equipment and materials made in the ordinary course of business consistent with past practice, which in the case of equipment and materials, are replaced with equipment and materials of comparable or better value or utility in connection with the maintenance, repair, and operation of the Company Assets, (ii) other sales and dispositions of any Company Assets in the aggregate not exceeding $2,500,000 and (iii) swaps of assets or property in the Delaware Basin, which may include cash consideration of up to $2,5000,000 in the aggregate for all such swap transactions;

(k) not enter into, commence, settle or compromise any litigation affecting the Company Assets or any of the Company or its Subsidiaries, other than settlements or compromises that do not exceed $250,000 individually;

(l) notify Parent of any written notice received by the Company or any of its Subsidiaries of any material violation of any environmental Law relating to the Company Assets where such violation has not been previously disclosed to Parent or cured or otherwise resolved to the written satisfaction of the relevant Governmental Authority;

(m) not amend or otherwise change the Organizational Documents of any of the Company or its Subsidiaries;

(n) not issue (including by conversion of convertible or exchangeable securities of the Company or any of its Subsidiaries), sell, pledge, transfer, dispose of or otherwise subject to any Encumbrance (other than (i) pursuant to the Company RBL and (ii) Permitted Encumbrances) any of the Company Assets or any Company Group Interests, or any options, warrants, convertible securities of any of the Company’s Subsidiaries or other rights of any kind to acquire any such Company Group Interests;

(o) not declare, set aside or pay any dividends on, or make any other distributions (whether in stock or property) in respect of any Company Group Interests, other than any dividends or distributions between the Company and its Subsidiaries or between the Company’s Subsidiaries;

(p) not reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any Company Group Interests, or make any other change with respect to the Company’s or its Subsidiaries’ capital structure;

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(q) not acquire any corporation, partnership, limited liability company, other business organization or division thereof or any material amount of assets, or enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that would reasonably be expected to (i) materially adversely affect or materially delay (A) the expiration or termination of the waiting period under the HSR Act or any other consents under Antitrust Laws applicable to the Transactions or (B) the Parties’ ability to obtain all consents of Governmental Authorities necessary for the consummation of the Transactions, or (ii) result in the entry of, or the commencement of litigation seeking the entry of, any Order that would materially delay or prevent the consummation of the Transactions, other than (1) transactions solely between the Company and a wholly owned Subsidiary of the Company (or solely among wholly owned Subsidiaries of the Company), (2) acquisitions as to which the aggregate amount of the consideration paid or transferred by the Company and its Subsidiaries in connection with all such acquisitions would not exceed $1,500,000 or (3) any acquisitions that are in the ordinary course of business and contemplated by the Company’s capital expenditure budget set forth on Section 5.6 of the Company Disclosure Schedules;

(r) not adopt any plan or agreement of complete or partial liquidation, dissolution, restructuring, recapitalization, merger, consolidation or other reorganization;

(s) not incur any Indebtedness or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, or make any loans or advances, except for (i) borrowings made under the Company RBL that are made in the ordinary course of business consistent with past practice, (ii) borrowings under the Company RBL that are made for the purpose of unwinding or modifying existing hedges, (iii) Indebtedness incurred by the Company or any of its Subsidiaries that is owed to any wholly owned Subsidiary of the Company or by any Subsidiary of the Company that is owed to the Company or any wholly owned Subsidiary of the Company, (iv) guarantees by the Company or its Subsidiaries of Indebtedness of any wholly owned Subsidiary of the Company and (v) guarantees by any Subsidiary of the Company of Indebtedness of the Company or any other wholly owned Subsidiary of the Company;

(t) not make, compromise or forgive any loans, advances, or capital contributions to any other Person, other than as between the Company or its Subsidiaries or employees of the Company or its Subsidiaries in the ordinary course of business;

(u) not sell, assign, license, transfer, abandon or permit to lapse any Intellectual Property Rights owned by any of the Company or its Subsidiaries, other than non-exclusive licenses of Intellectual Property Rights granted by any of the Company or its Subsidiaries to customers in the ordinary course of business;

(v) not make any change in any method of accounting or accounting practice or policy, except as required by GAAP or applicable Laws (or as required to conform to any changes in statutory or regulatory accounting rules (including GAAP or regulatory requirements with respect thereto));

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(w) not (i) make, change or revoke any material Tax election (including any election to change the tax classification of any of the Company or its Subsidiaries for U.S. federal income Tax purposes), (ii) change any annual Tax accounting period, (iii) change any material method of accounting for Tax purposes, (iv) settle or compromise any claim or assessment with any Governmental Authority in respect of any material Taxes or (v) file any amendment to a material Tax Return;

(x) not take any action that would or would reasonably be expected to prevent or materially delay the Closing and the consummation of the Transactions;

(y) except as required by applicable Law, not (i) negotiate, modify, extend, or enter into any Labor Agreement or (ii) recognize or certify any labor union, labor organization, works council, or group of employees as the bargaining representative for any employees of the Company or its Subsidiaries;

(z) not implement or announce any employee layoffs, plant closings, reductions in force, furloughs, temporary layoffs, salary or wage reductions, work schedule changes or other such actions that would trigger the WARN Act;

(aa) not hire, engage, or, terminate (without cause), furlough, or temporarily layoff any employee or independent contractor with annual base compensation in excess of $200,000;

(bb) not waive or release any noncompetition, nonsolicitation, nondisclosure, noninterference, nondisparagement, or other restrictive covenant obligation of any current or former employee or independent contractor;

(cc) not unwind or otherwise modify existing hedges or enter into any derivative transactions except on the terms set forth in Section 5.6(cc) of the Company Disclosure Schedules;

(dd) other than in the ordinary course of business and consistent with past practice, not (i) make any material increase or material decrease in the base compensation of any of its directors, officers and employees, (ii) increase, or promise to increase, the compensation or benefits of any of its current or former directors, officers, individual service providers, or employees, (iii) enter into or adopt any new severance, bonus, or incentive compensation (whether cash or equity-based) plan, agreement, or arrangements with or for the benefit of any current or former employee or individual service provider of any of the Company or its Subsidiaries (other than as required by the terms of any Company Benefit Plan in effect as of the date hereof), (iv) adopt, establish, commence participation in, or enter into any Company Benefit Plan or modify, amend or terminate any Company Benefit Plan in any material respect, in each case, including any benefit or compensation plan, program, policy, agreement or arrangement that would be a Company Benefit Plan if in effect on the date hereof, but except as may be required by the terms of any Company Benefit Plan in effect as of the date hereof or applicable Law, or (v) accelerate the timing, vesting or payment of any compensation or benefit payable to any current or former employee or individual service provider of any of the Company or its Subsidiaries; and

(ee) not enter into an agreement or commitment that would cause the Company or its Subsidiaries to violate any of the foregoing covenants in this Section 5.6.

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Requests for approval of any action restricted by this Section 5.6 shall be delivered to either of the following individuals, each of whom shall have full authority to grant or deny such requests for approval on behalf of Parent; provided that such approval shall not be unreasonably withheld, conditioned or delayed:

Parent’s approval of any action restricted by this Section 5.6 shall be considered granted within ten (10) days after the Company’s notice to Parent requesting such consent unless Parent notifies the Company to the contrary during that period. Notwithstanding anything to the contrary in this Agreement, in the event of an emergency, the Company (or the Company’s applicable Subsidiary) may take such action as a prudent owner or operator would take and shall notify Parent of such action as promptly as reasonably practicable thereafter. In cases in which neither the Company nor any of its Subsidiaries is the operator of any portion of the Company Assets, to the extent that the actions described in this Section 5.6 may only be taken by (or are the primary responsibility of) the operator of such Company Assets, the provisions of this Section 5.6 shall be construed to require only that the Company use, or cause its Subsidiaries to use, as applicable, commercially reasonable efforts to cause the operator(s) of such Company Assets to take such actions within the constraints of the applicable operating agreements and other applicable agreements.

Section 5.7 Operation of Parent’s Business. Except (i) for the operations set forth on Section 5.7 of the Parent Disclosure Schedules, (ii) as required in the event of an emergency to protect life, property or the environment, (iii) as may be required by Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Authority), (iv) as permitted or otherwise contemplated by this Agreement or any other Transaction Documents, (v) as otherwise required by any Contract entered into on or prior to the Execution Date or (vi) as otherwise approved in writing by the Company, from the Execution Date until the earlier of the Closing Date and termination of this Agreement pursuant to Article VII, Parent shall and shall cause each of its Subsidiaries to:

(a) use commercially reasonable efforts to operate Parent and its Subsidiaries’ businesses and the Parent Assets in the ordinary course in all material respects consistent with past practice and subject to the terms of this Agreement;

(b) not propose, elect to participate in or non-consent to any operation reasonably anticipated by Parent and its Subsidiaries to require future capital expenditures that are, in the aggregate, greater than 125% of the aggregate amount of capital expenditures scheduled to be made in Parent’s capital expenditure budget for the period indicated as Parent’s capital expenditure budget set forth on Section 5.7(b) of the Parent Disclosure Schedules, except for capital expenditures to repair damage resulting from insured casualty events or capital expenditures required on an emergency basis or for the safety of individuals, assets or the environment;

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(c) not take any affirmative action to (i) terminate or materially amend any Leases, or (ii) terminate, materially amend, waive, materially modify, or extend any Parent Material Contract or Parent Related Party Contracts or enter into any new contract that would constitute a Parent Material Contract or Parent Related Party Contract if executed prior to the Execution Date; in each case, other than the extension of Leases with primary terms expiring prior to the Closing and the execution or extension of a Contract for the sale, exchange, or marketing of oil, gas and/or other Hydrocarbons in the ordinary course of business and terminable without penalty on 60 days or shorter notice;

(d) maintain all material insurance policies in the amounts and of the types presently in force with respect to the Parent Assets and the operations and activities of Parent and its Subsidiaries to the extent commercially reasonable in Parent and its Subsidiaries’ business judgment in light of prevailing conditions in the insurance market;

(e) use commercially reasonable efforts to maintain the Wells in good repair and normal operating condition in the ordinary course in all material respects consistent with past practices, wear and tear excepted;

(f) maintain the books, accounts and records of Parent and its Subsidiaries in the ordinary course of business consistent with past practice and in compliance with all applicable Laws and contractual obligations;

(g) notify the Company of any emergency affecting Parent and its Subsidiaries’ businesses or any of the Parent Assets as promptly as reasonably practicable;

(h) notify the Company of any Actions filed with any Governmental Authority, or threatened in writing against any of Parent or its Subsidiaries with respect to the Parent Assets, any of Parent or its Subsidiaries, or the Transactions;

(i) use commercially reasonable efforts to maintain all material Permits, approvals, bonds and guaranties required to own and/or operate the Parent Assets, and make all filings that Parent or any of its Subsidiaries is required to make under applicable Law with respect to the Parent Assets;

(j) not transfer, sell, or otherwise dispose of any of the Parent Assets except for (i) sales and dispositions of Hydrocarbons or equipment and materials made in the ordinary course of business consistent with past practice, which in the case of equipment and materials, are replaced with equipment and materials of comparable or better value and utility in connection with the maintenance, repair, and operation of the Parent Assets, (ii) other sales and dispositions of any Parent Assets in the aggregate not exceeding $2,500,000 and (iii) swaps of assets or property in the Delaware Basin, which may include cash consideration of up to $2,5000,000 in the aggregate for all such swap transactions;

(k) not enter into, commence, settle or compromise any litigation affecting Parent Assets or any of Parent or its Subsidiaries, other than settlements or compromises that do not exceed $250,000 individually;

(l) notify the Company of any written notice received by Parent or any of its Subsidiaries of any material violation of any environmental Law relating to the Parent Assets where such violation has not been previously disclosed to the Company or cured or otherwise resolved to the written satisfaction of the relevant Governmental Authority;

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(m) not amend or otherwise change the Organizational Documents of any of Parent or its Subsidiaries;

(n) not issue (including by conversion of convertible or exchangeable securities of the Company or any of its Subsidiaries), sell, pledge, transfer, dispose of or otherwise subject to any Encumbrance (other than Permitted Encumbrances) any of the Parent Assets or any equity Interests of Parent or any of its Subsidiaries, or any options, warrants, convertible securities or other rights of any kind to acquire any such equity Interests;

(o) not declare, set aside or pay any dividends on, or make any other distributions (whether in stock or property) in respect of any equity Interests of Parent or any of its Subsidiaries, other than (i) any dividends or distributions between Parent and its Subsidiaries or between Parent’s Subsidiaries or (ii) cash dividends or distributions with respect to the equity Interests of Parent or any of its Subsidiaries consistent with Parent’s past practice;

(p) not reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any Parent Common Stock, or make any other change with respect to Parent’s or its Subsidiaries’ capital structure;

(q) not acquire any corporation, partnership, limited liability company, other business organization or division thereof or any material amount of assets, or enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that would reasonably be expected to (i) materially adversely affect or materially delay (A) the expiration or termination of the waiting period under the HSR Act or any other consents under Antitrust Laws applicable to the Transactions or (B) the Parties’ ability to obtain all consents of Governmental Authorities necessary for the consummation of the Transactions, or (ii) result in the entry of, or the commencement of litigation seeking the entry of, any Order that would materially delay or prevent the consummation of the Transactions, other than (1) transactions solely between Parent and a wholly owned Subsidiary of Parent (or solely among wholly owned Subsidiaries of Parent), (2) acquisitions as to which the aggregate amount of the consideration paid or transferred by Parent and its Subsidiaries in connection with all such acquisitions would not exceed $1,500,000 or (3) any acquisitions that are in the ordinary course of business and contemplated by Parent’s capital expenditure budget set forth on Section 5.7 of the Parent Disclosure Schedules;

(r) not adopt any plan or agreement of complete or partial liquidation, dissolution, restructuring, recapitalization, merger, consolidation or other reorganization;

(s) not incur any Indebtedness or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, or make any loans or advances, except for (i) any borrowings made under Parent’s or its Subsidiaries’ existing arrangements for Indebtedness that are made in the ordinary course of business consistent with past practice, (ii) Indebtedness incurred by Parent or any of its Subsidiaries that is owed to any wholly owned Subsidiary of Parent or by any Subsidiary of Parent that is owed to Parent or any wholly owned Subsidiary of Parent, (iii) guarantees by Parent or its Subsidiaries of Indebtedness of any wholly owned Subsidiary of Parent and (iv) guarantees by any Subsidiary of Parent of Indebtedness of Parent or any other wholly owned Subsidiary of Parent;

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(t) not make, compromise or forgive any loans, advances, or capital contributions to any other Person, other than as between Parent or its Subsidiaries or employees of Parent or its Subsidiaries in the ordinary course of business;

(u) not sell, assign, license, transfer, abandon or permit to lapse any Intellectual Property Rights owned by any of Parent or its Subsidiaries, other than non-exclusive licenses of Intellectual Property Rights granted by any of Parent or its Subsidiaries to customers in the ordinary course of business;

(v) not make any change in any method of accounting or accounting practice or policy, except as required by GAAP or applicable Laws (or as required to conform to any changes in statutory or regulatory accounting rules (including GAAP or regulatory requirements with respect thereto));

(w) not (i) make, change or revoke any material Tax election (including any election to change the tax classification of any of Parent or its Subsidiaries for U.S. federal income Tax purposes), (ii) change any annual Tax accounting period, (iii) change any material method of accounting for Tax purposes, (iv) settle or compromise any claim or assessment with any Governmental Authority in respect of any material Taxes or (v) file any amendment to a material Tax Return;

(x) not take any action that would or would reasonably be expected to prevent or materially delay the Closing and the consummation of the Transactions;

(y) except as required by applicable Law, not (i) negotiate, modify, extend, or enter into any Labor Agreement or (ii) recognize or certify any labor union, labor organization, works council, or group of employees as the bargaining representative for any employees of Parent or its Subsidiaries;

(z) not implement or announce any employee layoffs, plant closings, reductions in force, furloughs, temporary layoffs, salary or wage reductions, work schedule changes or other such actions that would trigger the WARN Act;

(aa) not hire, engage, or, terminate (without cause), furlough, or temporarily layoff any employee or independent contractor with annual base compensation in excess of $200,000;

(bb) not waive or release any noncompetition, nonsolicitation, nondisclosure, noninterference, nondisparagement, or other restrictive covenant obligation of any current or former employee or independent contractor;

(cc) not unwind or otherwise modify existing hedges or enter into any derivative transactions except on the terms set forth in Section 5.7(cc) of the Parent Disclosure Schedules;

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(dd) other than in the ordinary course of business and consistent with past practice, not (i) make any material increase or material decrease in the base compensation of any of its directors, officers and employees, (ii) increase, or promise to increase, the compensation or benefits of any of its current or former directors, officers, individual service providers, or employees, (iii) enter into or adopt any new severance, bonus, or incentive compensation (whether cash or equity-based) plan, agreement, or arrangements with or for the benefit of any current or former employee or individual service provider of any of Parent or its Subsidiaries (other than as required by the terms of any Parent Benefit Plan in effect as of the date hereof), (iv) adopt, establish, commence participation in, or enter into any Parent Benefit Plan or modify, amend or terminate any Parent Benefit Plan in any material respect, in each case, including any benefit or compensation plan, program, policy, agreement or arrangement that would be a Parent Benefit Plan if in effect on the date hereof, but except as may be required by the terms of any Parent Benefit Plan in effect as of the date hereof or applicable Law, or (v) except as set forth in Section 5.7(dd) of the Parent Disclosure Schedules, accelerate the timing, vesting or payment of any compensation or benefit payable to any current or former employee or individual service provider of any of Parent or its Subsidiaries; and

(ee) not enter into an agreement or commitment that would cause Parent or its Subsidiaries to violate any of the foregoing covenants in this Section 5.7.

Requests for approval of any action restricted by this Section 5.7 shall be delivered to either of the following individuals, each of whom shall have full authority to grant or deny such requests for approval on behalf of the Company; provided that such approval shall not be unreasonably withheld, conditioned or delayed:

The Company’s approval of any action restricted by this Section 5.7 shall be considered granted within ten (10) days after Parent’s notice to the Company requesting such consent unless the Company notifies Parent to the contrary during that period. Notwithstanding anything to the contrary in this Agreement, in the event of an emergency, Parent (or Parent’s applicable Subsidiary) may take such action as a prudent owner or operator would take and shall notify the Company of such action as promptly as reasonably practicable thereafter. In cases in which neither Parent nor any of its Subsidiaries is the operator of any portion of the Parent Assets, to the extent that the actions described in this Section 5.7 may only be taken by (or are the primary responsibility of) the operator of such Parent Assets, the provisions of this Section 5.7 shall be construed to require only that Parent use, or cause its Subsidiaries to use, as applicable, commercially reasonable efforts to cause the operator(s) of such Parent Assets to take such actions within the constraints of the applicable operating agreements and other applicable agreements.

Section 5.8 Further Assurances. After Closing, the Parties agree to take such further actions and to execute, acknowledge and deliver all such further documents as are reasonably requested by the other Party for carrying out the purposes of this Agreement or any other Transaction Document.

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Section 5.9 Company Exclusivity.

(a) Except to the extent expressly permitted, without Parent’s prior written consent, the Company and Company Unitholder each agree that between the date of this Agreement and the earlier of the Closing and the termination of this Agreement, the Company and the Company Unitholder shall not, and the Company and the Company Unitholder shall cause their respective Affiliates and Representatives not to, directly or indirectly: (i) solicit, initiate, discuss, pursue, participate in, facilitate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any direct or indirect acquisition or purchase of all or any portion of the Company Group Interests or any Company Assets (other than sales and dispositions of Hydrocarbons made in the ordinary course of business consistent with past practice) or the issuance, sale or transfer to, or investment by, another Person in any newly issued or currently outstanding equity Interests in the Company or any of its Subsidiaries (including any initial public offering of such equity Interests) (a “Company Competing Transaction”), (B) to enter into any merger, joint venture, consolidation or other business combination relating, directly or indirectly, to the Company or any of its Subsidiaries, or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company or any of its Subsidiaries, or (ii) participate in any discussions, conversations, negotiations or other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing.

(b) The Company and the Company Unitholder shall, and the Company and the Company Unitholder shall cause each of its respective Subsidiaries and its and their Representatives to, (i) immediately cease and cause to be terminated all existing discussions and negotiations with any Person conducted heretofore with respect to any Company Competing Transaction or potential Company Competing Transaction and immediately terminate all physical and electronic data room access previously granted to any such Person, (ii) request the prompt return or destruction of all confidential information previously furnished with respect to any Company Competing Transaction or potential Company Competing Transaction, and (iii) not terminate, waive, amend, release or modify any provision of any confidentiality or standstill agreement to which it or any of its Affiliates or Representatives is a party with respect to any Company Competing Transaction or potential Company Competing Transaction. The Company shall not, and shall cause its Subsidiaries not to, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which the Company or any of its Affiliates is a party, without the prior written consent of Parent.

Section 5.10 Termination of Certain Company Related Party Contracts. Immediately prior to the Closing, each Company Related Party Contract shall be terminated and be of no further force or effect and all obligations thereunder shall be fully satisfied and extinguished, notwithstanding any terms thereof to the contrary.

Section 5.11 Proxy Statement; Parent Stockholders’ Meeting; Parent Recommendation.

(a) As soon as practicable following the execution of this Agreement, Parent shall prepare and file with the SEC a proxy statement in preliminary form, which shall contain the Parent Recommendation (unless a Parent Recommendation Change occurs in accordance with the terms of this Agreement) and comply with applicable Laws (the “Proxy Statement”). Parent shall use commercially reasonable efforts to mail the Proxy Statement to the Parent Stockholders as promptly as practicable after the SEC confirms that it has no further comments on the Proxy Statement. The Company shall furnish all information concerning the Company as may be

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reasonably requested by Parent in connection with the preparation, filing and distribution of the Proxy Statement. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to the Proxy Statement will be made by Parent without providing the Company a reasonable opportunity to review and comment thereon. Parent shall advise the Company promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company which should be set forth in an amendment or supplement to the Proxy Statement so that it would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other Party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC, after the other Party has had a reasonable opportunity to review and comment thereon, and, to the extent required by applicable Law, disseminated to the Parent Stockholders.

(b) The Company shall provide Parent, as promptly as reasonably practicable after the date hereof, any audited or unaudited consolidated balance sheets and the related audited or unaudited consolidated income statements, statements of cash flows and members’ equity of the Company as of and for a year-to-date period ended as of the end of any other different fiscal quarter (and as of and for the same period from the previous fiscal year) or fiscal year, as applicable that is required to be included in the Proxy Statement. The Company shall be available, and the Company shall use reasonable best efforts to make its officers, managers, representatives and employees available to, in each case, during normal business hours and upon reasonable advanced notice, to Parent and its counsel in connection with (A) the drafting of the Proxy Statement and (B) responding in a timely manner to comments on the Proxy Statement from the SEC. Without limiting the generality of the foregoing, the Company shall cooperate with Parent in connection with the preparation for inclusion in the Proxy Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC).

(c) Parent shall take all action necessary in accordance with applicable Laws and the Organizational Documents of Parent to duly give notice of, convene and hold a meeting of the Parent Stockholders to consider and vote upon the Proposals (the “Parent Stockholders’ Meeting”) as promptly as practicable following the filing of the Proxy Statement in definitive form with the SEC. Subject to Section 5.12(b) and Section 5.12(c), Parent will, through the Parent Board, recommend the Proposals to the Parent Stockholders (the “Parent Recommendation”), include the Parent Recommendation in the Proxy Statement and will use commercially reasonable efforts to solicit from the Parent Stockholders proxies in favor of the Proposals. Without limiting the generality of the foregoing, Parent agrees that (i) its obligations pursuant to the first sentence of Section 5.11(a) shall not be affected by (A) the commencement, public proposal, public disclosure or communication to Parent of any Parent Acquisition Proposal or (B) any Parent Recommendation Change and (ii) no Parent Acquisition Proposal shall be presented to the Parent Stockholders for approval at the Parent Stockholders’ Meeting or any other meeting of the Parent Stockholders; provided that nothing set forth in this Section 5.11 shall prohibit Parent or the Parent Board from disclosing to the Parent Stockholders

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the existence of, or any terms or provisions of, any Parent Acquisition Proposal or any of the modifications thereto. Notwithstanding anything to the contrary contained in this Agreement, Parent (i) shall be required to adjourn or postpone the Parent Stockholders’ Meeting (A) to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement is provided to the Parent Stockholders or (B) if, as of the time for which the Parent Stockholders’ Meeting is scheduled, there are insufficient shares of Parent Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Parent Stockholders’ Meeting and (ii) may adjourn or postpone the Parent Stockholders’ Meeting if, as of the time for which the Parent Stockholders’ Meeting is scheduled, there are insufficient shares of Parent Common Stock represented (either in person or by proxy) to obtain the Parent Stockholder Approval; provided, however, that, in each case, the Parent Stockholders’ Meeting shall not be adjourned or postponed to a date on or after two (2) Business Days prior to the Outside Date.

Section 5.12 Parent Non-Solicitation.

(a) Parent agrees that, except as expressly contemplated by this Agreement, neither it nor any of its Subsidiaries shall, and Parent shall instruct, and use its reasonable best efforts, and shall cause each of its Subsidiaries to instruct, and use their respective reasonable best efforts to, cause their respective Representatives, not to (i) directly or indirectly initiate or solicit, or encourage or facilitate (including by way of furnishing any information relating to Parent or any of its Subsidiaries) any inquiries or the making or submission of any proposal that constitutes, or would reasonably be expected to lead to, a Parent Acquisition Proposal, (ii) other than clarifying terms of the Parent Acquisition Proposal in accordance with the penultimate sentence of this Section 5.12(a), participate or engage in discussions or negotiations with, or disclose any information or data relating to Parent or any of its Subsidiaries or afford access to the properties, books or records of Parent or any of its Subsidiaries to any Person that has made a Parent Acquisition Proposal or to any Person in contemplation of making a Parent Acquisition Proposal, or (iii) accept a Parent Acquisition Proposal or enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement, arrangement or understanding, (A) constituting or related to, or that is intended to or would reasonably be expected to lead to, any Parent Acquisition Proposal (other than an Acceptable Confidentiality Agreement permitted pursuant to this Section 5.12) or (B) requiring, intending to cause, or which could reasonably be expected to cause Parent to abandon, terminate or fail to consummate the Merger or any other Transaction (each, an “Parent Acquisition Agreement”). Any violation of the foregoing restrictions by the Subsidiaries of Parent or by any officer or director of Parent or any of the Subsidiaries of Parent shall be deemed to be a breach of this Agreement by Parent. Notwithstanding anything to the contrary in this Agreement, prior to obtaining the Parent Stockholder Approval, Parent and the Parent Board may take any actions described in clause (ii) in the first sentence of this Section 5.12(a) with respect to a third party if (w) after the date of this Agreement, Parent receives a written Parent Acquisition Proposal from such third party (and such Parent Acquisition Proposal was not initiated, solicited, encouraged or facilitated by Parent or any of its Subsidiaries or any of their respective Representatives), (x) Parent provides the Company the notice required by Section 5.12(d) with respect to such Parent Acquisition Proposal, (y) the Parent Board determines in good faith (after consultation with Parent’s financial advisors and outside legal counsel) that such

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proposal constitutes or could reasonably be expected to lead to a Superior Proposal with respect to Parent, and (z) the Parent Board determines in good faith (after consultation with Parent’s outside legal counsel) that the failure to participate in such discussions or negotiations or to disclose such information or data to such third party would be inconsistent with its fiduciary duties; provided that Parent shall not deliver any information to such third party without first entering into an Acceptable Confidentiality Agreement with such third party. Notwithstanding the limitations set forth in this Section 5.12(a) and subject to compliance with Parent’s obligations contained in Section 5.12(d), if Parent receives, following the date hereof and prior to the Parent Stockholders’ Meeting, an unsolicited bona fide written Parent Acquisition Proposal that did not result from a knowing and intentional breach of this Section 5.12, Parent and its Representatives may contact the Person or any of such Person’s Representatives who has made such Parent Acquisition Proposal solely to (i) clarify the terms of such Parent Acquisition Proposal so that Parent may inform itself about such Parent Acquisition Proposal and (ii) inform a third party or its Representatives of the restrictions imposed by the provisions of this Section 5.12 (without conveying, requesting or attempting to gather any other information except as otherwise specifically permitted hereunder). Nothing contained in this Section 5.12 shall prohibit Parent or the Parent Board from taking and disclosing to the Parent Stockholders a position with respect to a Parent Acquisition Proposal pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any similar disclosure, in either case to the extent required by applicable Law.

(b) (i) Neither the Parent Board nor any committee thereof shall directly or indirectly (A) withhold or withdraw (or amend, modify or qualify in a manner adverse to the Company), or publicly propose or announce any intention to withhold or withdraw (or amend, modify or qualify in a manner adverse to the Company), the Parent Recommendation or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Parent Acquisition Proposal (any action described in this clause (i) being referred to as an “Parent Recommendation Change”) nor (ii) shall Parent or any of its Subsidiaries execute or enter into a Parent Acquisition Agreement. Notwithstanding the foregoing, at any time prior to obtaining the Parent Stockholder Approval, and subject to Parent’s compliance in all material respects at all times with the provisions of this Section 5.12 and Section 5.11, in response to a Superior Proposal that was not initiated, solicited, encouraged or facilitated by Parent or any of Parent’s Subsidiaries or any of their respective Representatives, the Parent Board may make a Parent Recommendation Change; provided, however, that Parent shall not be entitled to exercise its right to make a Parent Recommendation Change in response to a Superior Proposal (x) until three (3) Business Days after Parent provides written notice to the Company (a “Parent Notice”) advising the Company that the Parent Board or a committee thereof has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal, and identifying the Person or group making such Superior Proposal, (y) if during such three (3) Business Day period, the Company proposes any alternative transaction (including any modifications to the terms of this Agreement), unless the Parent Board determines in good faith (after consultation with Parent’s financial advisors and outside legal counsel, and taking into account all financial, legal, and regulatory terms and conditions of such alternative transaction proposal, including any conditions to and expected timing of consummation, and any risks of non-consummation of such alternative transaction proposal) that such alternative transaction proposal is not at least as favorable to Parent and the Parent Stockholders as the Superior Proposal (it being understood that any change in the financial or other material terms of a Superior Proposal shall require a new Parent Notice and a new two (2) Business Day period under this Section 5.12(b)) and (z) unless the Parent Board, after consultation with outside legal counsel, determines that the failure to make a Parent Recommendation Change would be inconsistent with its fiduciary duties.

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(c) Notwithstanding the first sentence of Section 5.12(b), at any time prior to obtaining the Parent Stockholder Approval, and subject to Parent’s compliance in all material respects at all times with the provisions of this Section 5.12 and Section 5.11, the Parent Board may make a Parent Recommendation Change described in clause (A) of the definition thereof in response to a Parent Intervening Event if the Parent Board (i) determines in good faith, after consultation with Parent’s outside legal counsel and any other advisor it chooses to consult, that the failure to make such Parent Recommendation Change would be inconsistent with its fiduciary duties, (ii) determines in good faith that the reasons for making such Parent Recommendation Change are independent of any Parent Acquisition Proposal (whether pending, potential or otherwise) and (iii) provides written notice to the Company (an “Parent Notice of Change”) advising the Company that the Parent Board is contemplating making a Parent Recommendation Change and specifying the material facts and information constituting the basis for such contemplated determination; provided, however, that (x) the Parent Board may not make such a Parent Recommendation Change until the third Business Day after receipt by the Company of the Parent Notice of Change and (y) during such three (3) Business Day period, at the request of the Company, Parent shall negotiate in good faith with respect to any changes or modifications to this Agreement that would allow the Parent Board not to make such Parent Recommendation Change consistent with its fiduciary duties.

(d) In addition to the obligations of Parent set forth in the foregoing Section 5.12(a) through Section 5.12(c) of this Section 5.12, as promptly as practicable (and in any event within forty-eight (48) hours) after receipt thereof, Parent shall advise the Company in writing of any request for information or any Parent Acquisition Proposal received from any Person, or any inquiry, discussions or negotiations with respect to any Parent Acquisition Proposal, and the terms and conditions of such request, Parent Acquisition Proposal, inquiry, discussions or negotiations, and Parent shall promptly provide to the Company copies of any written materials received by Parent in connection with any of the foregoing, and the identity of the Person or group making any such request, Parent Acquisition Proposal or inquiry or with whom any discussions or negotiations are taking place. Parent agrees that it shall simultaneously provide to the Company any information concerning itself or its Subsidiaries provided to any other Person or group in connection with any Parent Acquisition Proposal that was not previously provided to the Company. Parent shall keep the Company reasonably informed of the status of any Parent Acquisition Proposals (including the identity of the parties and price involved and any changes to any material terms and conditions thereof). Parent agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it is a party; provided, however, that prior to, but not after, obtaining the Parent Stockholder Approval if, in response to an unsolicited request from a third party to waive any “standstill” or similar provision, the Parent Board determines in good faith after consultation with Parent’s outside legal counsel that the failure to take such action would be inconsistent with its fiduciary duties, Parent shall be permitted to waive, without the Company’s prior written consent, such standstill or similar provision solely to the extent necessary to permit such third party to make an Parent Acquisition Proposal to Parent, on a confidential basis, provided, however, that Parent shall advise the Company in writing at least two (2) calendar days prior to taking such action.

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(e) Immediately after the execution and delivery of this Agreement, Parent will, and will cause its Subsidiaries and their respective Representatives to, cease and terminate any existing activities, discussions or negotiations with any parties conducted heretofore relating to any possible Parent Acquisition Proposal. Parent agrees that it shall take the necessary steps to promptly inform its Representatives involved in the transactions contemplated by this Agreement of the obligations undertaken in this Section 5.12.

Section 5.13 Certain Exchange Matters. Parent shall use its reasonable best efforts to cause the shares of Parent Class A Common Stock (including shares of Parent Class A Common Stock issuable upon exchange of the Surviving Company Units in accordance with the A&R LLC Agreement) to be approved for listing on the Exchange, subject to official notice of issuance, prior to the Closing.

Section 5.14 Governance Matters.

(a) Name and Ticker. Parent’s name shall be changed to a name determined by mutual agreement of Parent and the Company. The Parent Class A Common Stock shall be traded publicly on the Exchange under a ticker symbol to be determined by mutual agreement of Parent and the Company.

(b) Headquarters. Immediately following the Effective Time, Parent shall have its registered office and global headquarters located in Midland, Texas.

(c) Board of Directors. Prior to the Effective Time, Parent shall take all actions necessary (including by securing and causing to be delivered to Parent (with evidence thereof provided to the Company) the resignations of then-serving directors of Parent’s board of directors) to cause, as of the Effective Time: (i) the number of directors constituting the full board of directors of Parent to be eleven (11); (ii) the board of directors of Parent to be composed of, in addition to the Executive Chairman in accordance with Section 5.14(d): (A) the individual set forth on Section 5.14(c) of the Parent Disclosure Schedules and three independent directors (as determined in accordance with the requirements of the Exchange), as designated by Parent prior to the Effective Time; (B) the three individuals set forth on Section 5.14(c) of the Company Disclosure Schedules and two independent directors (as determined in accordance with the requirements of the Exchange), as designated by the Company prior to the Effective Time; and (C) one independent director (as determined in accordance with the requirements of the Exchange), as mutually agreed by Parent and the Company prior to the Effective Time.

(d) Executive Chairman. Prior to the Effective Time, the Parties shall take all actions necessary to cause the individual set forth on Section 5.14(d) of the Company Disclosure Schedules to be the Executive Chairman of the Parent Board on and after the Effective Time and through the period set forth on Section 5.14(d) of the Company Disclosure Schedules.

(e) Management. Prior to the Effective Time, Parent shall take all actions necessary to cause the individuals set forth on Section 5.14(e)(i) of the Company Disclosure Schedules to be the Co-Chief Executive Officers of Parent, the individual set forth on Section 5.14(e)(ii) of the Company Disclosure Schedules to be the Chief Financial Officer of Parent and the individual set forth on Section 5.14(e)(iii) of the Company Disclosure Schedules to be the Chief Operating Officer of the Parent, in each case, on and after the Effective Time. Parent and the Company shall cooperate to mutually agree on the other members of the management team of Parent prior to the Closing.

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(f) Other Governance Matters. Parent and the Company shall use commercially reasonable efforts to comply with the obligations set forth on Section 5.14(f) of the Company Disclosure Schedules.

Section 5.15 Employee Matters.

(a) The Parties agree to provide (i) the employees of the Company and its Subsidiaries as of the Effective Time who continue their employment with Parent and its Subsidiaries and (ii) the employees of Parent and its Subsidiaries as of the Effective Time who continue their employment with Parent and its Subsidiaries, in each case, immediately following the Closing (such employees referenced in (i) and (ii), collectively, the “Continuing Employees”), in each case, who experience a qualifying termination of employment by the Company and its Subsidiaries or Parent or its Affiliates, as applicable, with severance payments and benefits on the terms set forth in Section 5.15(a) of the Company Disclosure Schedules. Nothing herein shall be deemed to be a guarantee of employment for any Continuing Employee, or other than as provided in any applicable employment agreement or other Contract, to restrict the right of Parent or any of its Affiliates to terminate the employment of any such employee.

(b) For purposes of eligibility to participate, vesting and calculation of vacation or severance benefit entitlements (but not for purposes of defined benefit pension accrual or post-employment retiree welfare benefits) with respect to the employee benefit plans, programs, arrangements, policies and practices maintained by Parent or its Affiliates providing benefits to any Continuing Employee, each Continuing Employee’s years of service with the Company, any of its Subsidiaries or any of their respective Affiliates (or any predecessor employer of an employee of the Company, any of its Subsidiaries or their respective Affiliates, to the extent service with such predecessor employer is recognized by the Company, its Subsidiaries or their Affiliates as of the date of this Agreement) prior to the Closing shall be treated as service with Parent or its Affiliates; provided, however, that such service need not be recognized to the extent (i) that such recognition would result in any duplication of benefits for the same period of service or (ii) that such service is not recognized by the Company, its Subsidiaries or their respective Affiliates, as applicable, under any applicable Company Benefit Plan in which the Continuing Employee was eligible to participate prior to the Closing.

(c) No provision in this Section 5.15(c) or otherwise in this Agreement, whether express or implied, will (i) create any Third Party beneficiary or other rights in any employee or former employee of Parent, the Company or any of their respective Affiliates (including any beneficiary or dependent thereof) or any other Person; (ii) create any rights to continued employment with Parent, the Company or any of their respective Affiliates, or in any way limit the ability of the Company, its Subsidiaries, Parent or any of their respective Affiliates to terminate the employment of any individual at any time and for any reason; (iii) constitute or be deemed to constitute an amendment to any employee benefit plan, program, policy, agreement or arrangement sponsored or maintained by the Parent, the Company and its Subsidiaries or any of their respective Affiliates; or (iv) limit the right of Parent or its Affiliates to amend, terminate or otherwise modify any Company Benefit Plan following the Closing Date.

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(d) If requested by Parent in writing no later than five (5) Business Days prior to the Closing Date, the Company shall terminate any Company Benefit Plans intended to qualify under Section 401(k) of the Code (each, the “Company 401(k) Plan”) and vest all participant accounts in a Company 401(k) Plan as may be required by applicable Law effective not later than the day immediately preceding the Closing Date and the Company shall provide Parent with evidence that such 401(k) plan(s) have been terminated pursuant to resolutions of the board of directors (or managers) of the Company (or its applicable Subsidiary) (the form and substance of which shall be subject to advance review and approval by Parent, which approval shall not be unreasonably withheld, conditioned or delayed) not later than the day immediately preceding the Closing. Effective as of the date the Company 401(k) Plan is terminated (the “Transition Date”), Parent shall have, or shall cause its Affiliates to have, in effect a defined contribution plan that is qualified under Section 401(a) of the Code and that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code “Parent 401(k) Plan”. If Parent requests termination of the Company 401(k) Plan under this Section 5.15(c), each Continuing Employee participating in the Company 401(k) Plan immediately prior to the Transition Date shall be eligible to become a participant in the corresponding Parent 401(k) Plan as of the Transition Date. Subject to applicable Laws, Parent shall cause the Parent 401(k) Plan to provide for and accept “eligible rollover distributions” in cash or notes corresponding to loans, by each Continuing Employee from the Company 401(k) Plan.

Section 5.16 Form S-3. Prior to the Closing, Parent shall use its commercially reasonable efforts to not take any action, or fail to take any action, which action or failure would reasonably be expected to cause Parent to be ineligible to file a registration statement on Form S-3 promulgated under the Securities Act (or any successor form). Parent shall use commercially reasonable efforts to cause any registration statement to be filed with the SEC pursuant to the Registration Rights Agreement to be declared effective within 30 days after the Closing Date.

Section 5.17 Officers; Managers.

(a) Parent shall not, and shall cause each of the Surviving Company and its Subsidiaries not to, amend, repeal or otherwise modify the Organizational Documents of Parent or the Surviving Company and its Subsidiaries or manage Parent or the Surviving Company and its Subsidiaries in any manner that would adversely affect the rights thereunder of individuals who at and at any time prior to the Closing served as a director, officer, manager, employee, agent, trustee, partnership representative or fiduciary of the Company or any of its Subsidiaries or who, at the request of the Company or any of its Subsidiaries, served as a director, officer, manager, member, employee, agent, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, with such Person’s heirs, executors or administrators, the “D&O Indemnified Parties”). Parent acknowledges that (i) each D&O Indemnified Party is entitled to indemnification, expense reimbursement and exculpation to the extent provided in the Organizational Documents of the Company and its Subsidiaries in effect as of the Execution Date (“D&O Provisions”), (ii) such D&O Provisions are rights of contract and (iii) no amendment or modification to any such D&O Provisions shall affect in any manner the D&O Indemnified Parties’ rights, or the obligations of the Company and its Subsidiaries, as

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applicable, with respect to claims arising from facts or events that occurred on or before the Closing. If Parent or the Surviving Company or any of its Subsidiaries or any of their respective successor or assigns (i) consolidates with or merges into another Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its assets to any Person, then, and in each case, to the extent not assumed by operation of law, Parent shall use commercially reasonable efforts to make proper provision so that the successors and assigns of Parent or the Surviving Company or any of its Subsidiaries, as the case may be, shall assume the obligations set forth in this Section 5.17(a).

(b) At or prior to the Closing Date, the Company shall purchase and Parent shall maintain in effect for a period of six (6) years thereafter, (i) a tail policy to the current policy of directors’ and officers’ liability insurance maintained by the Company or its Affiliates for the benefit of the Company and its Subsidiaries, as applicable, which tail policy shall be effective for a period from the Closing through and including the date six (6) years after the Closing Date with respect to claims arising from facts or events that occurred on or before the Closing, and which tail policy shall contain substantially the same coverage and amounts as, and contain terms and conditions no less advantageous than, in the aggregate, the coverage currently provided by the Company’s current policy and (ii) “run-off” coverage as provided by the Company’s fiduciary and employee benefit policies, in each case, covering those Persons who are covered prior to the Closing Date by such policies and with terms, conditions, retentions and limits of liability that are no less advantageous than the coverage provided under the Company’s existing policies (collectively, the “Tail Policy”); provided, however, that the Company shall not pay, in the aggregate, in excess of three hundred percent (300%) of the last annual premium paid by the Company or its Affiliates prior to the date of this Agreement in respect of the coverage contemplated by the Tail Policy.

(c) The provisions of this Section 5.17 shall survive the Closing and each D&O Indemnified Party is expressly intended as a Third Party beneficiary of this Section 5.17.

Section 5.18 Takeover Laws. None of the Company, Parent or Merger Sub will take any action that would cause the Transactions to be subject to requirements imposed by any Takeover Laws, and each of them will take all reasonable steps within its control to exempt (or ensure the continued exemption of) the Transaction from the Takeover Laws of any state that purport to apply to this Agreement, the Voting Agreement or the Transactions.

Section 5.19 Shareholder Litigation. Parent shall give the Company a reasonable opportunity to participate in the defense or settlement of any shareholder litigation against Parent or its directors or officers related to the Merger or the Transactions, and no such settlement shall be agreed to without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. Without limiting in any way the Parties’ obligations under Section 5.2, each of the Company and Parent shall cooperate, shall cause their respective Subsidiaries, as applicable, to cooperate and shall use its reasonable best efforts to cause its Representatives to cooperate in the defense of such litigation.

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Article VI

Conditions to Closing

Section 6.1 Conditions to the Obligations of Each Party. The obligations of each Party to consummate the Transactions are subject to the satisfaction (or waiver by each Party in writing) on or prior to Closing of each of the following conditions precedent:

(a) No Orders or Illegality. No Governmental Authority of competent jurisdiction shall have enacted, issued or promulgated, any Order or Law (whether temporary, preliminary or permanent) after the date hereof that is in effect and has the effect of making the Transactions illegal or otherwise prohibiting consummation of the Transactions.

(b) HSR Act. The waiting period, if any, of the HSR Act shall have expired or been terminated, and no agreement shall be in effect between the Company, Parent or any of their respective Subsidiaries, on the one hand, and the DOJ or FTC, on the other hand, not to consummate the Transactions.

(c) Parent Stockholder Approval. The Parent Stockholder Approval shall have been obtained.

(d) Exchange Listing Approval. The shares of Parent Class A Common Stock (including shares of Parent Class A Common Stock issuable upon exchange of the Surviving Company Units in accordance with the A&R LLC Agreement) shall have been approved for listing on the Exchange subject to official notice of issuance.

Section 6.2 The Company’s Conditions to Closing. The obligations of the Company to consummate the Transactions are subject to the satisfaction (or waiver by the Company in writing) on or prior to Closing of each of the following conditions precedent:

(a) Representations. The (i) Parent Fundamental Representations shall be true and correct in all respects, except for any de minimis inaccuracies, as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that refer to a specified date which need only be true and correct on and as of such specified date), (ii) representations and warranties of Parent and Merger Sub set forth in Section 4.29(a)(iii) shall be true and correct all respects as of the Closing Date as though made on and as of the Closing Date and (iii) representations and warranties of Parent and Merger Sub set forth in Article IV (other than the Parent Fundamental Representations and representations and warranties set forth in Section 4.29(a)(iii)) shall be true and correct (without giving effect to any materiality or Parent Material Adverse Effect qualifiers contained therein) as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that refer to a specified date which need only be true and correct on and as of such specified date), except for breaches, if any, of such representations and warranties as would not individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

(b) Performance. Each of Parent and Merger Sub shall have performed and observed, in all material respects, all covenants and agreements to be performed or observed by such Party under this Agreement prior to or on the Closing.

(c) Officer’s Certificate. The Company shall have received a certificate duly executed by an authorized officer of Parent, dated as of the Closing Date, certifying on behalf of Parent that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been fulfilled.

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(d) Ancillary Agreements. Parent shall have delivered to the Company executed counterparts to all of the Ancillary Agreements to which Parent is party.

Section 6.3 Parent and Merger Sub’s Conditions to Closing. The obligations of Parent and Merger Sub to consummate the Transactions are subject to the satisfaction (or waiver by Parent in writing) on or prior to Closing of each of the following conditions precedent:

(a) Representations. The (i) Company Fundamental Representations shall be true and correct in all respects, except for any de minimis inaccuracies, as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that refer to a specified date which need only be true and correct on and as of such specified date), and (ii) representations and warranties of the Company set forth in Section 3.28(a)(iii) shall be true and correct all respects as of the Closing Date as though made on and as of the Closing Date and (iii) representations and warranties of the Company set forth in Article III (other than the Company Fundamental Representations and the representations and warranties set forth in Section 3.28(a)(iii)) shall be true and correct (without giving effect to any materiality or Company Material Adverse Effect qualifiers contained therein) as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that refer to a specified date which need only be true and correct on and as of such specified date), except for breaches, if any, of such representations and warranties as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

(b) Performance. Each of the Company and, solely with respect to the Specified Provisions, the Company Unitholder shall have performed and observed, in all material respects, all covenants and agreements to be performed or observed by such Party under this Agreement prior to or on the Closing.

(c) Officer’s Certificate. Parent shall have received a certificate duly executed by an authorized officer of the Company, dated as of the Closing Date, certifying on behalf of the Company that the conditions set forth in Section 6.3(a) and Section 6.3(b) have been fulfilled.

(d) Ancillary Agreements. The Company shall have delivered to Parent executed counterparts to all of the Ancillary Agreements to which the Company, the Company Unitholder or any Company Designee is party.

(e) Internal Revenue Service Form W-9. The Company Unitholder shall have delivered to Parent a properly executed Internal Revenue Service Form W-9.

Section 6.4 Frustration of Conditions to Closing; Waiver of Conditions to Closing. No Party may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3 to be satisfied if such failure was caused by the failure of such Party to perform any of its obligations under this Agreement, act in good faith or to use reasonable best efforts to cause the closing conditions of each such other Party to be satisfied, including as required by Section 5.2. Upon the occurrence of the Closing, any condition set forth in Section 6.1, Section 6.2 or Section 6.3 that was not satisfied as of the Closing shall be deemed to have been waived as of and from the Closing.

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Article VII

Termination

Section 7.1 Termination. This Agreement may be terminated at any time prior to Closing:

(a) by the mutual prior written consent of the Company and Parent;

(b) by either the Company or Parent, by written notice to the other Party, if:

(i) the Closing shall not have occurred on or before February 19, 2023 (the “Outside Date”); provided that if the conditions to Closing set forth in Section 6.1(a) or Section 6.1(b), with respect to the HSR Act or any Antitrust Law, have not been satisfied or waived on or prior to the Outside Date but all other conditions to Closing set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing), the Outside Date shall automatically be extended to May 19, 2023 and, such date, as so extended, shall be the “Outside Date” for all purposes under this Agreement; provided, however, that the right to terminate this Agreement under this Section 7.1(b)(i) shall not be available to any Party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the failure of the Closing to have occurred on or prior to the Outside Date; provided, further, that no Party shall have the right to terminate this Agreement pursuant to this Section 7.1(b)(i) if the other Party is pursuing specific performance of, or other equitable remedies with respect to the other Party’s obligations under this Agreement;

(ii) any Governmental Authority of competent jurisdiction enacts, issues or promulgates, any Order or Law (whether temporary, preliminary or permanent) after the Execution Date that is in effect and has the effect of making the Transactions illegal or otherwise prohibiting consummation of the Transactions; or

(iii) the required Parent Stockholder Approval shall not have been obtained at the Parent Stockholders’ Meeting (or at any adjournment thereof); provided, however, that the right to terminate this Agreement under this Section 7.1(b)(iii) shall not be available to Parent where the failure to obtain the required Parent Stockholder Approval shall have been caused by the action or failure to act of Parent and such action or failure to act constitutes a material breach by Parent of this Agreement.

(c) by the Company, by written notice to Parent, if:

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(i) Either of Parent or Merger Sub breaches any of its representations or warranties contained in this Agreement or breaches or fails to perform any of its covenants contained in this Agreement, which breach or failure to perform (A) would render a condition precedent to the Company’s obligations to consummate the Transactions set forth in Section 6.2(a) or Section 6.2(b) not capable of being satisfied and (B) after the giving of written notice of such breach or failure to perform to Parent by the Company, cannot be cured or has not been cured by the earlier of the Outside Date and thirty (30) calendar days after the delivery of such notice; provided, however, that the right to terminate this Agreement under this Section 7.1(c)(i) shall not be available to the Company if the Company is then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement, which breach or failure to perform would render a condition precedent to Parent and Merger Sub’s obligations to consummate the Transactions set forth in Section 6.3(a) or Section 6.3(b) not capable of being satisfied;

(ii) at any time prior to the receipt of the Parent Stockholder Approval, if the Parent Board or any committee thereof (A) shall make a Parent Recommendation Change, (B) shall not include the Parent Recommendation in the Proxy Statement or (C) shall resolve, agree to, publicly propose to or allow Parent to publicly propose to take any of the actions in the foregoing clauses (A) and (B);

(iii) since the date of this Agreement, there has been any change, event, development, circumstance, condition, occurrence or effect or combination of the foregoing that has resulted in, or would reasonably be expected to result in, a Parent Material Adverse Effect; or

(iv) at any time prior to the receipt of the Parent Stockholder Approval, if Parent materially breaches Section 5.12, other than in the case where (A) such material breach is a result of an isolated action by a Person that is a Representative of Parent, (B) Parent uses reasonable best efforts to remedy such material breach and (C) the Company is not significantly harmed as a result thereof.

(d) by Parent, by written notice to the Company, if:

(i) the Company breaches any of its representations or warranties contained in this Agreement or the Company or the Company Unitholder breaches or fails to perform any of its covenants contained in this Agreement, which breach or failure to perform (A) would render a condition precedent to Parent and Merger Sub’s obligations to consummate the Transactions set forth in Section 6.3(a) or Section 6.3(b) not capable of being satisfied and (B) after the giving of written notice of such breach or failure to perform to the Company by Parent, cannot be cured or has not been cured by the earlier of the Outside Date and thirty (30) calendar days after the delivery of such notice; provided, however, that the right to terminate this Agreement under this Section 7.1(d) shall not be available to Parent if Parent or Merger Sub is then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement, which breach or failure to perform would render a condition precedent to the Company’s obligations to consummate the Transactions set forth in Section 6.2(a) or Section 6.2(b) not capable of being satisfied; or

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(ii) since the date of this Agreement, there has been any change, event, development, circumstance, condition, occurrence or effect or combination of the foregoing that has resulted in, or would reasonably be expected to result in, a Company Material Adverse Effect.

Section 7.2 Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1, this Agreement shall immediately become null and void, without any liability on the part of any Party or any other Person, and all rights and obligations of each Party shall cease; provided that (i) notwithstanding anything in this Agreement to the contrary, no such termination shall relieve any Party of any liability or Damages to any other Party resulting from any Fraud or willful breach of this Agreement prior to such termination, (ii) the Confidentiality Agreement, Section 5.1(d), Section 5.4, this Section 7.2 and Article XI of this Agreement shall survive any termination of this Agreement and remain in full force and effect and (iii) subject to Section 7.1(c)(i) and Section 7.1(d), no such termination shall impair the right of any Party hereto to compel specific performance in accordance with Section 11.19 by the other Party of such other Party’s obligations under this Agreement that expressly continue following termination of this Agreement.

Section 7.3 Expenses and Termination Fees.

(a) Expenses. In the event that this Agreement is terminated by either the Company or Parent pursuant to Section 7.1(b)(iii) (No Parent Stockholder Approval), then Parent shall pay to the Company the Expenses. Any Expenses due under this Section 7.3(a) shall be paid no later than three (3) Business Days after receipt of documentation supporting such Expenses. “Expenses” means the reasonable and documented out-of-pocket fees and expenses incurred or paid by or on behalf of the Company and its Affiliates in connection with the Merger or the other Transactions, or related to the authorization, preparation, negotiation, execution and performance of this Agreement, in each case including all reasonable and documented fees and expenses of law firms, commercial banks, investment banking firms, financing sources, accountants, experts and consultants to the Company and its Affiliates; provided that the aggregate amount of Expenses reimbursable shall not exceed $20,000,000.

(b) Termination Fees.

(i) In the event that this Agreement is terminated by the Company pursuant to Section 7.1(c)(ii) (Parent Recommendation Change) or Section 7.1(c)(iv) (Parent Material Breach of Non-Solicitation), then Parent shall pay to the Company $72,000,000 (the “Termination Fee”) as promptly as practicable (but in any event within three (3) Business Days) following such termination.

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(ii) In the event that (A) prior to the Parent Stockholders’ Meeting, a Parent Acquisition Proposal is publicly proposed or publicly disclosed after the date of this Agreement, (B) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(i) (Outside Date), Section 7.1(b)(iii) (No Parent Stockholder Approval) or Section 7.1(c)(i) (Parent Breach), and (C) concurrently with or within nine (9) months after any such termination described in clause (B), Parent or any of its Subsidiaries enters into a definitive agreement with respect to, or otherwise consummates, any Parent Acquisition Proposal with respect to Parent (substituting fifty percent (50%) for the fifteen percent (15%) threshold set forth in the definition of “Parent Acquisition Proposal” for all purposes under this Section 7.3(b)(ii)), then Parent shall pay to the Company the Termination Fee as promptly as possible (but in any event within three (3) Business Days) following the earlier of the entry into such definitive agreement or consummation of such Parent Acquisition Proposal.

(iii) In the event that this Agreement is terminated by either Party pursuant to Section 7.1(b)(i) (Outside Date) and at the time of such termination, (A) the Parent Stockholder Approval shall not have been obtained and (B) the Company would have been permitted to terminate this Agreement pursuant to Section 7.1(c)(ii) (Parent Recommendation Change) or Section 7.1(c)(iv) (Parent Material Breach of Non-Solicitation), then Parent shall pay to the Company the Termination Fee as promptly as possible (but in any event within three (3) Business Days) following such termination.

(c) Upon payment of the Termination Fee, Parent shall have no further liability with respect to this Agreement or the Transactions to the Company; provided that nothing herein shall release Parent from liability for Fraud or willful breach. The Company acknowledges and agrees that in no event shall Parent be required to pay the Termination Fee or the Expenses, as applicable, on more than one occasion.

(d) Notwithstanding anything to the contrary contained in this Section 7.3, if the Company receives a Termination Fee, then the Company will not be entitled to also receive a payment for the Expenses and if the Termination Fee is payable at such time as the Company has already received payment or concurrently receives payment in respect of the Expenses, the amount of the Expenses received by (or on behalf of) the Company shall be deducted from the Termination Fee.

(e) Each of the Parties acknowledges and agrees that the agreements contained in this Section 7.3 are an integral part of the Transactions and that, without these agreements, the Parties would not enter into this Agreement. Parent and the Company acknowledge and agree that (i) Parent and the Company have expressly negotiated the provisions of this Section 7.3, (ii) in light of the circumstances existing at the time of the execution of this Agreement (including the inability of the Parties to quantify the Damages that may be suffered by each of the Parties and their respective Affiliates) the provisions of this Section 7.3 are reasonable, (iii) the Termination Fee represents a good faith, fair estimate of the Damages that the Company and its Affiliates would suffer, and (iv) the Termination Fee shall be payable as liquidated damages (and not as a penalty) without requiring the Company to prove actual Damages. In the event that Parent fails to pay a Termination Fee (or portion thereof) when due, Parent shall reimburse the Company for all costs and expenses actually incurred or accrued by the Company or any of its Affiliates (including fees and expenses of counsel) in connection with collection under and enforcement in full of this Section 7.3, together with interest on the Termination Fee at a rate per annum equal to 5% per

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annum plus the “prime rate” at large United States money center banks in effect on the date such payment was required to be made (as published by The Wall Street Journal) through the date such payment was actually received (collectively, the “Recovery Expense”). Without limiting the Company’s rights under Section 11.19, including the right to specific performance, an injunction or other equitable relief, the right of the Company to receive the full Termination Fee, Expenses and/or the Recovery Expenses, as applicable, from Parent pursuant to this Section 7.3 shall be the sole and exclusive remedy of the Company against Parent for any monetary Damages suffered by the Company in connection with a termination as described in Section 7.1.

(f) Notwithstanding anything to the contrary in this Agreement, this Section 7.3 shall not prevent or restrict any Party from obtaining a grant of specific performance in accordance with Section 11.19; provided that while a Party may pursue both a grant of specific performance under Section 11.19 and the payment of the Termination Fee, Expenses and the Recovery Expense, as applicable, under this Section 7.3, under no circumstances shall such Party be permitted to receive both a grant of specific performance to cause the consummation of the Closing to occur and payment of a Termination Fee, Expenses and Recovery Expense, as applicable, in connection with the termination of this Agreement.

Article VIII

Tax Matters

Section 8.1 Tax Returns.

(a) The Company Unitholder shall prepare (or cause to be prepared) and timely file (or cause to be timely filed) all Pass-Through Tax Returns that relate to any Pre-Closing Tax Period, including the U.S. federal income Tax Returns (and related Schedules K-1) of Colgate Operating, LLC and Colgate Royalties, LP, in each case, for the Tax period ending December 31, 2021.

(b) Parent shall prepare (or cause to be prepared) all Pass-Through Tax Returns that relate to any Straddle Period, including the U.S. federal income Tax Returns (and related Schedules K-1) of Colgate Operating, LLC and Colgate Royalties, LP, in each case, for the Tax period beginning January 1, 2022 and all Tax Returns (other than Pass-Through Tax Returns) of the Company and its Subsidiaries that are required to be filed on or after the Closing Date for any tax period beginning on or prior to the Closing Date.

(c) With respect to any such Tax Returns filed after the Closing Date for any Pre-Closing Tax Period or Straddle Period, the Party responsible for preparing such Tax Return shall (i) prepare such Tax Return in a manner consistent with past practice (unless otherwise required by applicable Law), (ii) reasonably in advance of (and at least 30 days before the due date for) filing any such Tax Returns described in this Section 8.1, deliver a draft of such Tax Return, together with all supporting documentation and workpapers, to the other Party for its review and comment and (iii) cause such Tax Return (as revised to incorporate the other Party’s reasonable comments) to be timely filed, provide a copy thereof to the Company Unitholder.

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Section 8.2 Tax Cooperation. Parent and the Company Unitholder shall reasonably cooperate as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, litigation or other proceeding (each a “Tax Proceeding”) with respect to Taxes imposed on or with respect to the Assets, operations or activities of the Company and its Subsidiaries. Such cooperation shall include the retention and (upon the other Party’s reasonable request) the provision of records and information which are reasonably 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 hereunder.

Section 8.3 Transfer Taxes. Notwithstanding anything to the contrary in this Agreement, any sales, use, transfer, real property transfer, registration, documentary, stamp, value added or similar Taxes and related fees and costs imposed on or payable in connection with the Transactions (“Transfer Taxes”) shall be borne by Parent. The Party responsible under applicable Law for filing the Tax Returns with respect to any such Transfer Taxes shall prepare and timely file such Tax Returns, provide a copy of such Tax Return to the other Party, and the responsible Party shall pay such Transfer Taxes. The Company Unitholder and Parent shall, and shall cause their respective Affiliates to, cooperate in good faith to minimize or eliminate, to the extent permissible under applicable Law, the amount of any such Transfer Taxes and to timely prepare and file any Tax Returns relating to such Transfer Taxes, including any claim for exemption or exclusion from the application or imposition of any Transfer Taxes.

Section 8.4 Merger Consideration Allocation. Parent and the Company Unitholder shall use commercially reasonable efforts to agree, within 60 days after the Closing Date, to an allocation of the fair market value of the Merger Consideration, and any other item included in computing consideration for applicable U.S. federal income Tax purposes, among the Assets (provided that any portion of the consideration allocable to the stock of Colgate II Corp, LLC will not be further allocated among the assets of Colgate II Corp, LLC), in each case, in accordance with Sections 704, 707, 721 and any other applicable provisions of the Code, as applicable, and the Treasury Regulations promulgated thereunder (the “Tax Allocation”). If the Company Unitholder and Parent are unable to agree on the Tax Allocation within such 60-day period, any disputed items shall be determined by an independent accounting firm selected by the Company Unitholder and Parent. Parent and the Company Unitholder shall, and shall cause their Affiliates to, report consistently with the Tax Allocation, as adjusted, on all Tax Returns, and neither the Company Unitholder nor Parent shall take any position in any Tax Proceeding that is inconsistent with the Tax Allocation, as adjusted, unless otherwise required by a final determination pursuant to Section 1313(a) of the Code (or any similar provision of corresponding state or local Law); provided, however, that neither Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax Proceeding in connection with such Tax Allocation.

Section 8.5 Amended Returns. Following the Closing, Parent shall not (and shall not allow any of the Surviving Company or its Subsidiaries to), amend any Pre-Closing Pass-Through Tax Return without the prior written consent of the Company Unitholder (such consent not to be unreasonably withheld, conditioned or delayed).

Section 8.6 Tax Proceedings. Parent and the Company Unitholder shall each notify the other in writing upon receipt (including, with respect to Parent, upon receipt by the Company or any of its Subsidiaries) of any notice of any pending or threatened Tax Proceeding with respect to any Pre-Closing Pass-Through Tax Return. The Company Unitholder shall have the right to

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control any such Tax Proceeding and to employ counsel of its choice; provided, however, that Parent shall be permitted, at Parent’s expense, to be present at, and participate in, any such Tax Proceeding. Parent shall have the right to control any such Tax Proceeding that the Company Unitholder does not elect to control and to employ counsel of its choice, provided, however, that the Company Unitholder shall be permitted to be present at, and participate in, any such Tax Proceeding. No Party shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that could reasonably be expected to adversely affect the liability for Taxes for which the other Party may be liable (including pursuant to this Agreement) without the prior written consent of the other Party (which shall not be unreasonably delayed, conditioned or withheld).

Section 8.7 Tax Treatment. The Parties acknowledge and agree that the Merger is intended to be treated for federal and applicable state and local income tax purposes as a contribution by the Company Unitholder of the equity interests in Colgate II Corp, LLC, Colgate Operating, LLC and Colgate Royalties, LP and the Company Assets directly held by the Company and each of its other Subsidiaries to Merger Sub in exchange for the Merger Consideration and the deemed assumption of the Company Unitholder’s share of the liabilities of Merger Sub pursuant to Section 752. The Parties acknowledge and agree that for U.S. federal income and applicable state and local income tax purposes such contribution is governed by Section 721(a) of the Code, but will be characterized 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 Treasury Regulations Sections 1.707-3, 1.707-4 and 1.707-5; provided that, (a) at the Company Unitholder’s request, the Parties shall treat the consideration as (i) a reimbursement of preformation capital expenditures under Treasury Regulation Section 1.707-4(d) and (ii) a debt-financed distribution under Treasury Regulation Section 1.707-5, in each case, to the maximum extent permitted by applicable law and (b) the Parties will cooperate to the extent reasonably necessary to achieve the treatment described in clause (a). The Parties intend that any liabilities assumed by Merger Sub in connection with the Merger shall constitute “qualified liabilities” within the meaning of Treasury Regulations Section 1.707-5(a)(6). No Party shall, or shall allow any of its Affiliates to, take any action or filing position inconsistent with this Section 8.7, unless otherwise required by a final determination pursuant to Section 1313(a) of the Code (or any similar provision of corresponding state or local Law).

Section 8.8 Certain Other Tax Matters.

(a) The direct and indirect owners of the Company Unitholder shall not take any action to cause CEP III Holdings, LLC to be liquidated or to become an entity disregarded as separate from its owner for U.S. tax purposes until at least the beginning of the Tax period following the Tax period that includes the Closing Date.

(b) The Company Unitholder shall cause each of the Company, Colgate Operating, LLC and Colgate Royalties, LP to make an election under Section 6226(a) of the Code, with respect to any Pre-Closing Tax Period or Straddle Period beginning on or after January 1, 2018.

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(c) The Parties shall allocate the taxable income of Colgate Operating, LLC and Colgate Royalties, LP for the taxable year of the Closing using the interim closing of the books method under Section 706 of the Code as of the end of the Closing Date.

Article IX

Title Matters

Section 9.1 Defensible Title. The term “Defensible Title” means, with respect to any Subject Well set forth on Schedule A, subject to Permitted Encumbrances, title of the Company and its Subsidiaries that is deducible of record (or, to the extent representing an assumed non-consent interest of a non-consenting co-owner, contractual) in and to any such Subject Well that:

(a) entitles the Company and its Subsidiaries to receive not less than the Net Revenue Interest set forth in Schedule A for such Subject Well in respect of the production of Hydrocarbons from such Subject Well throughout the duration of the productive life of such Subject Well, except: (i) decreases resulting from the establishment after the Execution Date of units, or changes in existing units (or the participating areas therein), whether voluntary or by Order; provided that, to the extent within the control of the Company or its Subsidiaries, the Company is acting in compliance with this Agreement; (ii) decreases resulting from the exercise or reversion of non-consent rights of co-owners under applicable operating agreements, solely to the extent that such co-owners elected not to consent after the Execution Date; (iii) decreases resulting from the entry into pooling, spacing, proration, communitization, unitization, or similar agreements after the Execution Date (in accordance with this Agreement); (iv) decreases resulting from operations conducted by or on behalf of the Company after the Execution Date as permitted by the terms of this Agreement; (v) decreases resulting from rights of unaffiliated third parties to make up past underproduction or pipelines to make up past under deliveries; (vi) decreases resulting from actions by (or undertaken at the request of) Parent and (vii) as otherwise expressly set forth on Schedule A;

(b) obligates the Company and its Subsidiaries to bear a percentage of the costs and liabilities not greater than the Working Interest set forth in Schedule A for such Subject Well without increase throughout the duration of the productive life of such Subject Well, except: (i) increases in such Working Interest accompanied by at least a proportionate increase in the Net Revenue Interest for such Subject Well; (ii) increases resulting from contribution requirements provided for under provisions similar to those contained in an operating agreement; (iii) increases resulting from the establishment after the Execution Date of pools or units, or changes in existing pools or units (or the participating areas therein); provided that, to extent within the control of the Company or its Subsidiaries, the Company is acting in compliance with this Agreement; (iv) increases resulting from the exercise or reversion of non-consent rights under applicable operating agreements, solely to the extent that such co-owners elected not to consent after the Execution Date; (v) increases resulting from the entry into pooling, spacing, proration, communitization, unitization, or similar agreements after the Execution Date (in accordance with this Agreement); (vi) increases resulting from operations conducted by or on behalf of the Company after the Execution Date as permitted by the terms of this Agreement; (vii) increases resulting from actions by (or undertaken at the request of) Parent and (viii) as otherwise expressly set forth in Schedule A; and

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(c) is free and clear of any and all Encumbrances.

Section 9.2 Title Defect. The term “Title Defect” means any Encumbrance or other defect in title that causes the Company’s and its Subsidiaries’ title to any Subject Well set forth on Schedule A to be less than Defensible Title as of the Defect Notice Deadline or the Closing.

Section 9.3 Title Defect Value. The term “Title Defect Value” means, with respect to any Title Defect affecting a Subject Well on Schedule A, the reduction in such Subject Well’s Allocated Value caused by such Title Defect; provided, however, that: (a) in determining the Title Defect Value, the reduction in the applicable Subject Well’s value shall be based on the Allocated Value with respect to such Subject Well; (b) the aggregate amount of Title Defect Values attributable to all Title Defects affecting the applicable Subject Well shall not exceed the Allocated Value of such Subject Well; (c) subject to the foregoing, if a Title Defect is an Encumbrance which is undisputed and liquidated in amount, the Title Defect Value shall be the amount necessary to be paid to remove such Encumbrance from the applicable Subject Well; (d) if a Title Defect affects the applicable Subject Well for less than its full productive life, the Title Defect Value shall be reduced to take into account the applicable time period only, using generally accepted engineering analysis; and (e) if a Title Defect as to any Subject Well represents: (i) a negative discrepancy (with a proportionate decrease in the Working Interest for the affected Subject Well, as applicable) between the actual Net Revenue Interest for such Subject Well and the “Net Revenue Interest” percentage stated in Schedule A for such Subject Well, then the Title Defect Value shall be equal to the product of (A) the Allocated Value of such Subject Well, multiplied by (B) a fraction, the numerator of which is (1) the Net Revenue Interest stated in Schedule A for such Subject Well, minus the actual Net Revenue Interest for such Subject Well to which the Company is entitled after giving effect to such Title Defect, and the denominator of which is (2) the Net Revenue Interest stated in Schedule A for such Subject Well; or (ii) if the Title Defect represents an obligation, Encumbrance upon or other defect in title to the applicable Subject Well of a type not described above, then the Title Defect Value shall be determined by taking into account the Allocated Value of the applicable Subject Well, the portion of the applicable Subject Well affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the applicable Subject Well, and such other reasonable factors as are necessary to make a proper evaluation. Notwithstanding anything to the contrary in this Agreement, (A) Parent’s right to assert a Title Defect with respect to (i) the Wells set forth on Schedule A shall be limited to the currently producing (or capable of producing) formations for such Wells and (ii) the Future Wells set forth on Schedule A shall be limited to the Target Formation for such Future Wells as set forth on Schedule A, (B) in no event shall the Title Defect Value of all Title Defects which affect a single Title Defect Property exceed the Allocated Value of such Title Defect Property, (C) if a Title Defect affects multiple Title Defect Properties, the Title Defect Value for such Title Defect shall not be aggregated for purposes of determining whether the Title Defect Threshold has been met and (D) Parent shall only be entitled to assert Title Defects with respect to the Subject Wells set forth on Schedule A.

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Section 9.4 Title Defect Notices.

(a) Deadline. As a condition to asserting any claim with respect to any alleged Title Defect, Parent must deliver to the Company a valid written Notice of Title Defect as to such alleged Title Defect no later than 5:00 p.m. on the date that is sixty (60) days after the Execution Date (the “Defect Notice Deadline”).

(b) Notice of Title Defects. On or before the Defect Notice Deadline, Parent shall deliver to the Company a written notice or written notices (each, a “Notice of Title Defects”) that sets forth all Title Defects affecting the Subject Wells on Schedule A that Parent desires to assert under this Agreement. In order to be valid with respect to any claim of an alleged Title Defect, each Notice of Title Defects shall, with respect to each Title Defect set forth therein: (i) describe such Title Defect and the Subject Wells affected thereby (each a “Title Defect Property”); (ii) describe the basis for the assertion of such Title Defect; (iii) describe the Allocated Value of the Title Defect Property and Parent’s good faith estimate of the Title Defect Value with respect to each Title Defect Property affected by such Title Defect in accordance with and subject to the limitations in Section 9.5(d) (and computations upon which the Parent’s belief is based); and (iv) include supporting documents reasonably necessary for the Company (as well as any title examiner or attorney hired by the Company) to verify the existence of the alleged Title Defect (if, and to the extent, such documents are in Parent’s possession and such documents are not in the Company’s or any of its Affiliates’ possession).

(c) Preliminary Notice. To give the Company an opportunity to commence reviewing and curing Title Defects asserted by Parent, Parent shall give the Company, on or before the end of each calendar week prior to the Defect Notice Deadline, written notice of all alleged Title Defects discovered by Parent during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Defect Notice Deadline; provided that failure to provide preliminary notice of a Title Defect shall not prejudice Parent’s right to assert such Title Defect hereunder.

Section 9.5 Waiver; Remedies; Limitations.

(a) Waiver. Except with respect to any breach of the Company’s express and specific representations and warranties set forth in Article III or the Company’s covenants hereunder, each and every Title Defect shall be and is hereby conclusively waived by Parent, and Parent shall not be entitled to any remedies or adjustment for such Title Defect, if: (i) Parent fails to provide a Notice of Title Defect to the Company of such Title Defect in accordance with Section 9.4 on or before the Defect Notice Deadline; (ii) the Title Defect Value with respect to such Title Defect is less than the Title Defect Threshold; or (iii) the aggregate Title Defect Values which exceed the Title Defect Threshold (together with all Environmental Defect Values which exceed the Environmental Defect Threshold) are less than the Aggregate Defect Deductible.

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(b) Cure. At the sole cost and expense of the Company Unitholder, the Company shall have the right and option, but not the obligation, to attempt to cure any Title Defects that are not waived under Section 9.5(a) at any time on or before the Closing Date. Each valid Title Defect in excess of the Title Defect Threshold (including any Open Title Defect) that is (i) not waived under Section 9.5(a), or (ii) not cured under this Section 9.5(b) is referred to in this Agreement as a “Surviving Title Defect.”

(c) Defect Escrow. Subject to Section 9.6(d), at Closing, Parent shall deposit with the Escrow Agent an amount of the Merger Consideration equal to the difference between (i) the aggregate of Parent’s good faith estimate of the Title Defect Value for each Surviving Title Defect which exceeds the Title Defect Threshold asserted by Parent as set forth in a Notice of Title Defect minus (ii) the Title Defect Value for all Surviving Title Defects asserted by Parent for which the Parties have agreed upon the Title Defect Value for such Surviving Title Defect prior to Closing (such amount, the “Title Defect Escrow Amount”) and the Merger Consideration at Closing shall be adjusted downward by the amount so escrowed and such Title Defect Escrow Amount or portions thereof shall be distributed in accordance with this Section 9.5(c); provided that, the Title Defect Escrow Amount plus the Environmental Defect Escrow Amount shall not exceed an amount equal to the Defect Cap minus the Aggregate Defect Deductible. The Parties shall calculate the proportions of Cash Consideration and Share Consideration which shall constitute the Title Defect Escrow Amount in accordance with the Defect Consideration Allocation, and shall utilize the Title Defect Share Formula in such calculation. Within five Business Days after the later to occur of (i) the Title Expert has made a determination with respect to all Title Defects and Title Defect Values so disputed and (ii) the Environmental Expert has made a determination with respect to all Environmental Defects and Environmental Defect Values disputed in accordance with Article X, the Parties shall jointly direct the Escrow Agent to disburse the Title Defect Escrow Amount to the Party or Parties determined to be owed such amounts in accordance with this Article IX (and utilizing the Defect Consideration Allocation to calculate the proportions of the cash and Parent Company Class C Common Stock (and equal number of Surviving Company Units) so disbursed (rounded up to the nearest whole share (and unit)).

(d) Limitations on Losses. Notwithstanding anything to the contrary, (i) no individual Title Defect shall be taken into account for purposes of this Agreement (including the adjustments under this Article IX) unless the Title Defect Value exceeds $200,000 (the “Title Defect Threshold”); (ii) in no event will there be any adjustments to the Merger Consideration or other remedies provided by the Company for any Title Defect if the sum of the Title Defect Values of all such Title Defects which exceed the Title Defect Threshold plus the sum of the Environmental Defect Values of all Environmental Defects which exceed the Environmental Defect Threshold, are less than the Aggregate Defect Deductible after which point, Parent shall be entitled to adjustments to the Merger Consideration, but only to the extent that the amount by which the aggregate amount of such Title Defect Values and Environmental Defect Values exceeds the Aggregate Defect Deductible; (iii) in no event will any Company Asset be excluded from the Transaction arising out of or relating to any Title Defects; and (iv) the adjustment to the Merger Consideration pursuant to this Article IX and Article X (if any), in the aggregate, shall not exceed an amount equal to the Defect Cap minus the Aggregate Defect Deductible.

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Section 9.6 Agreement on Title Defects.

(a) Attempt to Agree. With respect to each Title Defect that is asserted by Parent in accordance with Section 9.4 on or before the Defect Notice Deadline that the Parties do not agree has been either waived or cured under Section 9.5 or the Parties do not agree on the Title Defect Value (each, an “Open Title Defect”), Parent and the Company shall attempt in good faith to agree on the existence and associated Title Defect Value of each such Open Title Defect.

(b) Agreement. If the Company and Parent agree on the existence and Title Defect Value of any such Open Title Defect after Closing, then the Title Defect Value for such Open Title Defect shall be the agreed Title Defect Value for purposes of calculating the adjustment to the Merger Consideration (if any), subject to the other limitations set forth in this Agreement.

(c) Agreement before Closing. If, before the Closing Date, the Company and Parent agree on the existence and Title Defect Values of all Open Title Defects (including whether and to what extent such Open Title Defects have been cured by the Company prior to Closing), then the amount of the Title Defect Values agreed upon by the Parties shall be used to determine any adjustments to the Merger Consideration at Closing ((if any), subject to the other limitation set forth in this Agreement.

(d) Failure to Agree. If, as of the Closing Date, the Company and Parent do not agree on the existence and Title Defect Values of all Open Title Defects (including whether and to what extent such Open Title Defects have been cured by the Company prior to Closing) then: (i) the existence and Title Defect Value of such Open Title Defects that are not agreed (but only those that are not agreed) shall be Title Disputed Matters settled after Closing by the Title Expert under Section 9.7; (ii) Parent shall deposit with the Escrow Agent the Title Defect Escrow Amount and the Merger Consideration shall be adjusted downward by the amount so escrowed, all in accordance with, and subject to the limitations set forth in, Section 9.5(c); (iii) the Merger Consideration shall be adjusted downward by the final amount of the Title Defect adjustment under Section 9.7(e), if any, as determined by agreement of the Parties as provided in this Section 9.6 and/or by the Title Expert as provided in Section 9.7 (in each case, subject to the limitations set forth in this Agreement); and (iv) the applicable Title Defect Escrow Amount shall be distributed as set forth in Section 9.5(c).

Section 9.7 Dispute Resolution

(a) Dispute Resolution. If any Open Title Defects, including the existence, waiver, cure, and/or Title Defect Values thereof, are not agreed upon by the Company and Parent prior to the Closing Date as provided in Section 9.6 (“Title Disputed Matters”), then all such Title Disputed Matters shall be consolidated and resolved by a single Title Expert under the dispute resolution procedure in this Section 9.7.

(b) Selection of Expert. The Company and Parent shall act in good faith to promptly execute such engagement letters and other documents as shall be necessary to engage, within fifteen (15) Business Days after the later of Closing one mutually agreed upon title attorney with not less than ten years’ experience in oil and gas title issues in the State(s) where the Company Assets which are the subject of the Title Disputed Matters are located and having not worked as an employee or outside counsel for any Party or its Affiliates during the five year period preceding such selection (the “Title Expert”). If the Company and Parent are unable to agree on the Title Expert within such fifteen (15) Business Day period, then the Company and Parent will each select one such title attorney (with each such Party representative meeting the same criteria as set forth

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above for the Title Expert) within ten (10) Business Days thereafter, and the Party representatives so selected will mutually appoint the Title Expert (which Title Expert so appointed shall meet the same criteria as set forth above) within ten (10) Business Days after the two Party representatives are selected, and the Title Expert so appointed by the two Party representatives will resolve such matter without further involvement of the two Party representatives. The fees and expenses of the Title Expert shall be determined by the Title Expert and borne by Parent, on the one hand, and the Company Unitholder, on the other hand, based upon the percentage which the aggregate portion of the contested amount not awarded to each such Party bears to the aggregate amount actually contested by such Party. For example, if Parent claims the Title Defect Value is $1,000 greater than the amount determined by the Company, and the Company Unitholder contests only $500 of the amount claimed by Parent, and if the Title Expert ultimately resolves the dispute by awarding the Company Unitholder $300 of the $500 contested, then the costs and expenses of the Title Expert will be allocated 60% (i.e., 300 ÷ 500) to Parent and 40% to the Company Unitholder. The Company Unitholder and Parent shall each bear its own legal fees and other costs of presenting its case.

(c) Materials to Title Expert. The Company and Parent shall each present to the Title Expert, with a simultaneous copy to the other Party, a single written statement of its position on each Title Disputed Matter, together with a copy of this Agreement, Parent’s Notice of Title Defects, and any supporting material that such Party desires to furnish, not later than fifteen (15) Business Days after appointment of the Title Expert. Each of the Company and Parent shall in no event attempt to communicate with the Title Expert with respect to any Title Disputed Matters without providing the other Party the opportunity to jointly discuss or confer with the Title Expert with respect to such Title Disputed Matters.

(d) Decisions of Title Expert. The Title Expert shall make his or her determination and provide to the Parties written findings within twenty (20) Business Days after he/she has received the materials under Section 9.7(c). In making a determination, the Title Expert shall be bound by the terms of this Agreement and, without any additional or supplemental submittals by either Party (except as may be specifically requested by the Title Expert), may consider available legal and industry matters as in his/her opinion are necessary or appropriate to make a proper determination. The decision of the Title Expert shall be final, conclusive, binding, and non-appealable and shall be limited to awarding only the Company’s position or Parent’s position with respect to each Title Disputed Matter, provided that the Title Expert may not award Parent any greater Title Defect Values than the Title Defect Values asserted by Parent in its applicable Notice of Title Defects. The Title Expert shall make a separate determination with respect to each Title Disputed Matter. The written finding of the Title Expert shall only set forth the Title Expert’s decision with respect to each applicable Title Disputed Matter and not the Title Expert’s rationale for the decision. THE TITLE EXPERT SHALL ACT AS AN EXPERT FOR THE LIMITED PURPOSE OF DETERMINING THE SPECIFIC TITLE DISPUTED MATTER PRESENTED TO HIM/HER, SHALL NOT HAVE THE POWERS OF AN ARBITRATOR, SHALL BE LIMITED TO THE PROCEDURES SET FORTH IN THIS SECTION, MAY NOT HEAR OR DECIDE ANY MATTERS EXCEPT THE SPECIFIC TITLE DISPUTED MATTER PRESENTED TO HIM/HER AND MAY NOT AWARD DAMAGES, INTEREST, COSTS, ATTORNEY’S FEES, EXPENSES, OR PENALTIES TO EITHER PARTY.

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(e) Adjustments. If any Title Disputed Matters are submitted to the Title Expert pursuant to this Section 9.7, then the Merger Consideration shall be adjusted downward, if applicable, by the final Title Defect adjustment (if any), as determined by agreement of the Parties as provided in Section 9.6 and/or by the Title Expert as provided in this Section 9.7, and shall be distributed by the Escrow Agent pursuant to Section 9.5(c).

Article X

Environmental Matters

Section 10.1 Environmental Defect. The term “Environmental Defect” means, with respect to any Company Asset, as applicable, a condition, as of the Effective Time or the Closing, causing the Company, any of its Subsidiaries or any such Company Asset to fail to be in compliance with, or to be subject to current remedial obligations under, applicable Environmental Laws, other than (a) any plugging, decommissioning and abandonment obligations, (b) any condition to the extent caused by or relating to asbestos, asbestos containing materials or NORM (in each case) so long as the same does not cause the Company, any of its Subsidiaries or any Company Asset to fail to be in compliance with, or to be subject to current remedial obligations under, applicable Environmental Laws as of the Execution Date or (c) the matters disclosed on Section 3.14(b) of the Company Disclosure Schedules. Environmental Defects that are based on the same underlying physical condition can be aggregated and treated as a single Environmental Defect for purposes of meeting the Environmental Defect Threshold.

Section 10.2 Environmental Defect Value. The term “Environmental Defect Value” means, with respect to an Environmental Defect, the estimated cost (net to the Company’s and its Subsidiaries’ interests) to Remediate such Environmental Defect in the lowest cost manner reasonably available, in compliance with applicable Environmental Laws, taking into account the nature of the Environmental Defect.

Section 10.3 Environmental Defect Notices.

(a) Deadline. As a condition to asserting any claim with respect to any alleged Environmental Defect, Parent must deliver to the Company a valid written Notice of Environmental Defect as to such alleged Environmental Defect no later than the Defect Notice Deadline.

(b) Notice of Environmental Defects. On or before the Defect Notice Deadline, Parent shall deliver to the Company a written notice or written notices (each, a “Notice of Environmental Defects”) that sets forth all Environmental Defects affecting the Company Assets that Parent desires to assert at such time under this Agreement. In order to be valid with respect to any claim of an alleged Environmental Defect, each Notice of Environmental Defects shall, with respect to each Environmental Defect set forth therein: (i) describe the nature of and basis for the assertion of such Environmental Defect; (ii) describe the specific Company Assets affected by such Environmental Defect; (iii) include references to Environmental Laws that the Company, any of its Subsidiaries or any of the Company Assets are in violation of or non-compliance with that forms the basis of such Environmental Defect; (iv) describe the Remediation or other curative action that Parent reasonably anticipates is required to Remediate or otherwise cure such Environmental Defect, if known; (v) describe Parent’s good-faith estimate of the Environmental

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Defect Value with respect to each Company Asset affected by such Environmental Defect (and identify all assumptions used by Parent in calculating such amount); and (vi) include supporting documents reasonably necessary for the Company (as well as any environmental consultant hired by the Company) to attempt to verify the existence of the alleged Environmental Defect (if, and to the extent, such documents are in Parent’s possession and are not in the Company’s or any of its Affiliates’ possession).

(c) Preliminary Notice. To give the Company an opportunity to commence reviewing and curing Environmental Defects asserted by Parent, Parent shall give the Company, on or before the end of each calendar week prior to the Defect Notice Deadline, written notice of all alleged Environmental Defects discovered by Parent during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Defect Notice Deadline; provided that failure to provide such preliminary notice of an Environmental Defect shall not prejudice Parent’s right to timely assert such Environmental Defect hereunder consistent with the requirements of Section 10.3(b).

Section 10.4 Waiver; Remedies; Limitations.

(a) Waiver. Except with respect to any breach of the Company’s express and specified representations and warranties set forth in Article III or the Company’s covenants hereunder, each and every Environmental Defect shall be and is hereby conclusively waived by Parent, and Parent shall not be entitled to any remedies or adjustment for such Environmental Defect, if: (i) Parent fails to provide a Notice of Environmental Defect to the Company of such Environmental Defect in accordance with Section 10.3 on or before the Defect Notice Deadline, (ii) the Environmental Defect Value with respect to such Environmental Defect is less than the Environmental Defect Threshold, or (iii) the aggregate Environmental Defect Values which exceed the Environmental Defect Threshold (together with all Title Defect Values which exceed the Title Defect Threshold) are less than the Aggregate Defect Deductible.

(b) Remediation. At the sole cost and expense of the Company Unitholder, the Company shall have the right and option, but not the obligation, to attempt to Remediate or otherwise cure any Environmental Defects that are not waived under Section 10.4(a) at any time on or before the Closing Date. Each valid Environmental Defect in excess of the Environmental Defect Threshold (including any Open Environmental Defect) that is (i) not waived under Section 10.4(a), or (ii) not Remediated or otherwise cured under this Section 10.4(b) is referred to in this Agreement as a “Surviving Environmental Defect.”

(c) Defect Escrow. Subject to Section 10.5(c), at Closing, Parent shall deposit with the Escrow Agent an amount of the Merger Consideration equal to the difference between (i) the aggregate of Parent’s good faith estimate of the Environmental Defect Value for each Surviving Environmental Defect which exceeds the Environmental Defect Threshold asserted by Parent as set forth in a Notice of Environmental Defect minus (ii) the Environmental Defect Value for all Surviving Environmental Defects asserted by Parent for which the Parties have agreed upon the Environmental Defect Value for such Surviving Environmental Defect prior to Closing (such amount, the “Environmental Defect Escrow Amount”), and the Merger Consideration shall be adjusted downward by the amount so escrowed and such Environmental Defect Escrow Amount or portions thereof shall be distributed in accordance with this Section 10.4(c); provided that, the

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Title Defect Escrow Amount plus the Environmental Defect Escrow Amount shall not exceed an amount equal to the Defect Cap minus the Aggregate Defect Deductible. The Parties shall calculate the proportions of Cash Consideration and Share Consideration which shall constitute the Environmental Defect Escrow Amount in accordance with the Defect Consideration Allocation, and shall utilize the Environmental Defect Share Formula in such calculation. Within five (5) Business Days after the later to occur of (i) the Environmental Expert has made a determination with respect to all Environmental Defects (including any cure thereof prior to Closing) and Environmental Defect Values and (ii) the Title Expert has made a determination with respect to all Title Defects and Title Defect Values disputed in accordance with Article IX, the Parties shall jointly direct the Escrow Agent to disburse the Environmental Defect Escrow Amount to the Party or Parties determined to be owed such amounts in accordance with this Article X (and utilizing the Defect Consideration Allocation to calculate the proportions of the cash and Parent Company Class C Common Stock (and equal number of Surviving Company Units) so disbursed (rounded up to the nearest whole share (and unit)).

(d) Limitations on Losses. Notwithstanding anything to the contrary, (i) no individual Environmental Defect shall be taken into account for purposes of this Agreement (including the adjustments under this Article X) unless the Environmental Defect Value exceeds $250,000 (the “Environmental Defect Threshold”); (ii) in no event will there be any adjustments to the Merger Consideration or other remedies provided by the Company for any Environmental Defect if the sum of the Environmental Defect Values of all such Environmental Defects which exceed the Environmental Defect Threshold plus the sum of the Title Defect Values of all such Title Defects which exceed the Title Defect Threshold, in the aggregate, are less than an amount equal to the Aggregate Defect Deductible, after which point, Parent shall be entitled to adjustments to the Merger Consideration, but only to the extent that the amount by which the aggregate amount of such Title Defect Values and Environmental Defect Values exceeds the Aggregate Defect Deductible; (iii) in no event will any Company Assets be excluded from the Transaction arising out of or relating to any Environmental Defects; and (iv) the adjustment to the Merger Consideration pursuant to Article IX and this Article X (if any), in the aggregate, shall not exceed an amount equal to the Defect Cap minus the Aggregate Defect Deductible.

Section 10.5 Agreement on Environmental Defects and Interest Additions.

(a) Attempt to Agree. With respect to each Environmental Defect that is asserted by Parent in accordance with Section 10.3 on or before the Defect Notice Deadline and that the Parties do not agree has been either waived or cured under Section 10.4 or the Parties do not agree as to the Environmental Defect Value (each, an “Open Environmental Defect”), Parent and the Company shall attempt in good faith to agree on the existence and associated Environmental Defect Value of each such Open Environmental Defect.

(b) Agreement. If the Company and Parent agree on the existence and Environmental Defect Value of any such Open Environmental Defect after Closing, then the Environmental Defect Value for such Open Environmental Defect shall be the agreed Environmental Defect Value for purposes of calculating the adjustment to the Merger Consideration (if any), subject to the other limitations set forth in this Agreement.

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(c) Agreement before Closing. If, before the Closing Date, the Company and Parent agree on the existence and Environmental Defect Values of all Open Environmental Defects (including whether and to what extent such Open Environmental Defects have been cured by the Company prior to Closing), then the amount of the Environmental Defect Values agreed upon by the Parties shall be used to determine any adjustments to the Merger Consideration at the Closing (if any), subject to the other limitations set forth in this Agreement.

(d) Failure to Agree. If, as of the Closing Date, the Company and Parent do not agree on the existence and Environmental Defect Values of all Open Environmental Defects (including whether and to what extent such Open Environmental Defects have been cured by the Company prior to Closing), then: (i) the existence and Environmental Defect Value of such Open Environmental Defects that are not agreed (but only those that are not agreed) shall be Environmental Disputed Matters settled after Closing by the Environmental Expert under Section 10.6; (ii) Parent shall deposit with the Escrow Agent the Environmental Defect Escrow Amount and the Merger Consideration shall be adjusted downward by the amount so escrowed, all in accordance with, and subject to the limitations set forth in, Section 10.4(c); (iii) the Merger Consideration shall be adjusted downward by the final amount of the Environmental Defect adjustment under Section 10.6(e), if any, as determined by agreement of the Parties as provided in this Section 10.5 and/or by the Environmental Expert as provided in Section 10.6 (in each case, subject to the limitations set forth in this Agreement); and (iv) the applicable Environmental Defect Escrow Amount shall be distributed as set forth in Section 10.4(c).

Section 10.6 Dispute Resolution

(a) Dispute Resolution. If any Open Environmental Defects, including the existence, waiver, Remediation, cure and/or Environmental Defect Values thereof, are not agreed upon by the Company and Parent prior to the Closing Date as provided in Section 10.5 (“Environmental Disputed Matters”), then all such Environmental Disputed Matters shall be consolidated and resolved by a single Environmental Expert under the dispute resolution procedure in this Section 10.6.

(b) Selection of Expert. The Company and Parent shall act in good faith to promptly execute such engagement letters and other documents as shall be necessary to engage, within fifteen (15) Business Days after the later of Closing one mutually agreed upon environmental expert in the energy industry with not less than ten years’ experience in environmental issues in the State(s) where the Company Assets which are the subject of the Environmental Disputed Matters are located and has not worked as an employee or outside expert for any Party or its Affiliates during the five year period preceding such selection (the “Environmental Expert”). If the Company and Parent are unable to agree on the Environmental Expert within such fifteen (15) Business Day period, then the Company and Parent will each select one such environmental expert (with each such Party representative meeting the same criteria as set forth above for the Environmental Expert) within ten (10) Business Days thereafter, and the Party representatives so selected will mutually appoint the Environmental Expert (which Environmental Expert so appointed shall meet the same criteria as set forth above) within ten (10) Business Days after the two Party representatives are selected, and the Environmental Expert so appointed by the two Party representatives will resolve such matter without further involvement of the two Party representatives. The fees and expenses of the Environmental Expert shall be

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determined by the Environmental Expert and borne by Parent, on the one hand, and the Company Unitholder, on the other hand, based upon the percentage which the aggregate portion of the contested amount not awarded to each such Party bears to the aggregate amount actually contested by such Party. For example, if Parent claims the Environmental Defect Value is $1,000 greater than the amount determined by the Company, and the Company Unitholder contests only $500 of the amount claimed by Parent, and if the Environmental Expert ultimately resolves the dispute by awarding the Company Unitholder $300 of the $500 contested, then the costs and expenses of the Environmental Expert will be allocated 60% (i.e., 300 ÷ 500) to Parent and 40% to the Company Unitholder. The Company Unitholder and Parent shall each bear its own legal fees and other costs of presenting its case.

(c) Materials to Environmental Expert. The Company and Parent shall each present to the Environmental Expert, with a simultaneous copy to the other Party, a single written statement of its position on each Environmental Disputed Matter, together with a copy of this Agreement, Parent’s Notice of Environmental Defects, and any supporting material that such Party desires to furnish, not later than fifteen (15) Business Days after appointment of the Environmental Expert. Each of the Company and Parent shall in no event attempt to communicate with the Environmental Expert with respect to any Environmental Disputed Matters without providing the other Party the opportunity to jointly discuss or confer with the Environmental Expert with respect to such Environmental Disputed Matters.

(d) Decisions of Environmental Expert. The Environmental Expert shall make his or her determination and provide to the Parties written findings within twenty (20) Business Days after he/she has received the materials under Section 10.6(b). In making a determination, the Environmental Expert shall be bound by the terms of this Agreement and, without any additional or supplemental submittals by either Party (except as may be specifically requested by the Environmental Expert), may consider available legal and industry matters as in his/her opinion are necessary or appropriate to make a proper determination. The decision of the Environmental Expert shall be final, conclusive, binding, and non-appealable and shall be limited to awarding only the Company’s position or Parent’s position with respect to each Environmental Disputed Matter, provided that the Environmental Expert may not award Parent any Environmental Defect Values greater than the Environmental Defect Values asserted by Parent in its applicable Notice of Environmental Defects. The Environmental Expert shall make a separate determination with respect to each Environmental Disputed Matter. The written finding of the Environmental Expert shall only set forth the Environmental Expert’s decision with respect to each applicable Environmental Disputed Matter and not the Environmental Expert’s rationale for the decision. THE ENVIRONMENTAL EXPERT SHALL ACT AS AN EXPERT FOR THE LIMITED PURPOSE OF DETERMINING THE SPECIFIC ENVIRONMENTAL DISPUTED MATTER PRESENTED TO HIM/HER, SHALL NOT HAVE THE POWERS OF AN ARBITRATOR, SHALL BE LIMITED TO THE PROCEDURES SET FORTH IN THIS SECTION, MAY NOT HEAR OR DECIDE ANY MATTERS EXCEPT THE SPECIFIC ENVIRONMENTAL DISPUTED MATTER PRESENTED TO HIM/HER AND MAY NOT AWARD DAMAGES, INTEREST, COSTS, ATTORNEY’S FEES, EXPENSES, OR PENALTIES TO EITHER PARTY.

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(e) Adjustments. If any Environmental Disputed Matters are submitted to the Environmental Expert pursuant to this Section 10.6, then the Merger Consideration shall be adjusted downward, if applicable, by the final Environmental Defect adjustment (if any), as determined by agreement of the Parties as provided in Section 10.5 and/or by the Environmental Expert as provided in this Section 10.6, and shall be distributed by the Escrow Agent pursuant to Section 10.4(c).

Article XI

Miscellaneous

Section 11.1 No Survival. None of the representations, warranties or agreements contained in this Agreement or in any certificate delivered pursuant to this Agreement shall survive the Effective Time, except for agreements that expressly by their terms survive the Effective Time; provided, however, that each of Article IX, Article X and Article XI shall survive without time limit.

Section 11.2 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute but one agreement. Signatures to this Agreement transmitted by electronic mail in .pdf form, or by any other electronic means designed to preserve the original graphic and pictorial appearance of a document (including DocuSign), will be deemed to have the same effect as physical delivery of the paper document bearing the original signatures. No Party shall be bound until such time as all of the Parties have executed counterparts of this Agreement.

Section 11.3 Notices. All notices and other communications that are required or may be given pursuant to this Agreement must be given in writing, in English, and shall be deemed to have been given (a) when delivered personally, by courier, to the addressee, (b) when received by the addressee if sent by registered or certified mail, postage prepaid, or (c) on the date sent by email (upon affirmative or automated reply by email by the intended recipient that such email was received) if sent during normal business hours of the recipient or on the next Business Day if sent after normal business hours of the recipient. Such notices and other communications must be sent to the following addresses or email addresses:

If to Parent and Merger Sub:

Centennial Resource Development, Inc.

1001 Seventeenth St., Suite 1800

Denver, Colorado 80202

Attn:       Davis O. O’Connor

      Chad W. MacDonald

Email:     Davis.OConnor@cdevinc.com

      Chad.MacDonald@cdevinc.com

With a copy (which shall not constitute notice) to:

Latham & Watkins LLP

811 Main Street, Suite 3700

Houston, TX 77002

Attn:       Ryan J. Maierson

      John M. Greer

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E-mail:        JWalter@colgateenergy.com

          WHickey@colgateenergy.com

          JBell@colgateenergy.com

With a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP

609 Main Street, Suite 4700

Houston, TX 77002

Attention: Sean T. Wheeler, P.C.

        Debbie P. Yee, P.C.

        Emily Lichtenheld

        Cephas Sekhar

Email:       sean.wheeler@kirkland.com

        debbie.yee@kirkland.com

        emily.lichtenheld@kirkland.com

        cephas.sekhar@kirkland.com

Either Party may change its address or email address for notice purposes by written notice to the other Party in the manner set forth above.

Section 11.4 Expenses. Except as otherwise specified in this Agreement, each of Parent and the Company (for itself and the Company Unitholder) shall be liable for and pay all of its own costs and expenses (including attorneys’, accountants’ and investment bankers’ fees and other out-of-pocket expenses) in connection with the negotiations and execution of this Agreement and the other Transaction Documents, the performance of such Party’s obligations hereunder and thereunder and the consummation of the Transactions hereunder and thereunder; provided, however, that the Company Unitholder shall pay and be fully responsible for all Financial Advisory Fees of the Company in excess of the amount of the Financial Advisory Fees of Parent.

Section 11.5 Governing Law, Consent to Jurisdiction, Waiver of Jury Trial.

(a) Governing Law. THIS AGREEMENT AND THE LEGAL RELATIONS AMONG THE PARTIES SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICTS OF LAW RULE OR PRINCIPLE THAT MIGHT REFER CONSTRUCTION OF SUCH PROVISIONS TO THE LAWS OF ANOTHER JURISDICTION; PROVIDED, HOWEVER, THAT ANY MATTERS RELATED TO REAL PROPERTY SHALL BE GOVERNED BY THE LAWS OF THE STATE WHERE SUCH REAL PROPERTY IS LOCATED.

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(b) Consent to Jurisdiction and Service of Process; Appointment of Agent for Service of Process. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, EACH PARTY TO THIS AGREEMENT HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE DELAWARE COURT OF CHANCERY (OR TO THE EXTENT SUCH COURTS DO NOT HAVE SUBJECT MATTER JURISDICTION, THE FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN THE STATE OF DELAWARE), AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS SEEKING TO ENFORCE ANY PROVISION OF, OR BASED ON ANY MATTER ARISING OUT OF OR IN CONNECTION WITH, THIS AGREEMENT OR THE TRANSACTIONS (WHETHER SUCH ACTIONS OR PROCEEDINGS ARE BASED IN STATUTE, TORT, CONTRACT OR OTHERWISE), SHALL BE LITIGATED IN SUCH COURTS. EACH PARTY HERETO (I) CONSENTS TO SUBMIT ITSELF TO THE PERSONAL JURISDICTION OF SUCH COURTS FOR SUCH ACTIONS OR PROCEEDINGS, (II) AGREES THAT IT WILL NOT ATTEMPT TO DENY OR DEFEAT SUCH PERSONAL JURISDICTION BY MOTION OR OTHER REQUEST FOR LEAVE FROM ANY SUCH COURT, AND (III) AGREES THAT IT WILL NOT BRING ANY SUCH ACTION OR PROCEEDING IN ANY COURT OTHER THAN SUCH COURTS. EACH PARTY HERETO ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE AND IRREVOCABLE JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH ACTIONS OR PROCEEDINGS. A COPY OF ANY SERVICE OF PROCESS SERVED UPON THE PARTIES HERETO SHALL BE MAILED BY REGISTERED MAIL TO THE RESPECTIVE PARTY EXCEPT THAT, UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS. IF ANY AGENT APPOINTED BY A PARTY HERETO REFUSES TO ACCEPT SERVICE, EACH PARTY HERETO AGREES THAT SERVICE UPON THE APPROPRIATE PARTY BY REGISTERED MAIL SHALL CONSTITUTE SUFFICIENT SERVICE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF A PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

(c) Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (III) IT MAKES SUCH WAIVER VOLUNTARILY; AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 11.5.

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Section 11.6 Waivers. Any failure by a Party to comply with any of its obligations, agreements or conditions herein contained may be waived by the Parties to whom such compliance is owed by an instrument signed by such Parties and expressly identified as a waiver, but not in any other manner. No waiver of, consent to a change in, or any delay in timely exercising any rights arising from, any of the provisions of this Agreement shall be deemed or shall constitute a waiver of, or consent to a change in, other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

Section 11.7 Assignment. No Party shall assign or otherwise transfer all or any part of this Agreement, nor shall any Party assign or delegate any of its rights or duties hereunder, without the prior written consent of the other Parties (which consent may be withheld for any reason) and any transfer or delegation made without such consent shall be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

Section 11.8 Entire Agreement. This Agreement (including, for purposes of certainty, the Appendices, Exhibits and Schedules attached hereto), the other Transaction Documents, and any other documents to be executed hereunder, constitute the entire agreement between the Parties pertaining to the subject matter hereof, and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties pertaining to the subject matter hereof.

Section 11.9 Amendment. This Agreement may be amended or modified only by an agreement in writing executed by all Parties and expressly identified as an amendment or modification.

Section 11.10 No Third Party Beneficiaries. Except for D&O Indemnified Parties, the Company Unitholder solely with respect to Section 8.1, the Nonparty Affiliates solely with respect to Section 11.14 and the rights expressly provided in Section 5.1(d) to the Persons described therein, nothing in this Agreement shall entitle any Person other than Parent, Merger Sub and the Company to any claim, cause of action, remedy, or right of any kind.

Section 11.11 Construction. The Parties acknowledge that (a) the Parties have had the opportunity to exercise business discretion in relation to the negotiation of the details of the Transactions, (b) this Agreement is the result of arms-length negotiations from equal bargaining positions and (c) the Parties and their respective counsel participated in the preparation and negotiation of this Agreement. Any rule of construction that a contract be construed against the drafter shall not apply to the interpretation or construction of this Agreement.

Section 11.12 Limitation on Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR ANY LOSSES INCURRED BY THIRD PARTIES FOR WHICH INDEMNIFICATION IS SOUGHT UNDER THE TERMS OF THIS AGREEMENT, NONE OF THE PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES SHALL BE ENTITLED TO CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS AND, EXCEPT AS OTHERWISE PROVIDED IN THIS SENTENCE, EACH OF THE PARTIES FOR ITSELF AND ON BEHALF OF ITS AFFILIATES, HEREBY EXPRESSLY WAIVES ANY RIGHT TO CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS.

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Section 11.13 Conspicuous & Headings. THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE OR ENFORCEABLE, THE PROVISIONS IN THIS AGREEMENT IN BOLD-TYPE OR ALL-CAPS FONT ARE “CONSPICUOUS” FOR THE PURPOSE OF ANY APPLICABLE LAW. The headings of the several articles and sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 11.14 Nonparty Affiliates. Except in the case of Fraud or to the extent otherwise set forth in the Confidentiality Agreement, all liabilities or Actions (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement. No Person who is not a party to this Agreement, including any past, present or future equityholder, Affiliate, Representative, successor or assignee of, and any financial advisor or lender to, any Party, or any past, present or future equityholder, Affiliate, Representative or assignee of, and any financial advisor or lender to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any liabilities or Actions arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Party hereby waives and releases all such liabilities or Actions against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Confidentiality Agreement, each Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to, this Agreement. For the avoidance of doubt, nothing in this Agreement shall limit the recourse of any Party or any of its Affiliates in respect of Fraud.

Section 11.15 Conflicts and Privilege. The Parties agree that, as to all communications among Kirkland & Ellis LLP (“Kirkland”), on the one hand, and the Company Unitholder, the Company and any of its Subsidiaries and their respective direct and indirect equity holders and Affiliates, on the other hand, that relate to the negotiation of this Agreement or any other Transaction Document or any of the Transactions, are subject to attorney-client privilege and the expectation of client confidence belongs to the Company Unitholder and may be Controlled by the Company Unitholder and shall not pass to or be claimed by Parent, the Surviving Company or any of their respective Subsidiaries from and after the Closing. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Surviving Company or any of their respective Subsidiaries and a Third Party other than another Party or such Party’s equityholders or Affiliates after the Closing, the Surviving Company and its Subsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by Kirkland to such Third Party; provided, however, that the Surviving Company and its Subsidiaries may not waive such privilege without the prior written consent of the Company Unitholder (which consent may be given or withheld in the Company Unitholder’s sole discretion).

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Section 11.16 Time of Essence. This Agreement contains a number of dates and times by which performance or the exercise of rights is due, and the Parties intend that each and every such date and time be the firm and final date and time, as agreed. For this reason, each Party hereby waives and relinquishes any right it might otherwise have to challenge its failure to meet any performance or rights election date applicable to it on the basis that its late action constitutes substantial performance, to require the other Party to show prejudice, or on any equitable grounds. Without limiting the foregoing, time is of the essence in this Agreement. If the date specified in this Agreement for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date which is not a Business Day), then the date for giving such notice or taking such action (and the expiration date of such period during which notice is required to be given or action taken) shall be the next day that is a Business Day.

Section 11.17 Severability. The invalidity or unenforceability of any term or provision of this Agreement in any situation or jurisdiction shall not affect the validity or enforceability of the other terms or provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction and the remaining terms and provisions shall remain in full force and effect, unless doing so would result in an interpretation of this Agreement that is manifestly unjust.

Section 11.18 Disclosure Schedules. Any fact or item disclosed in any section of the Disclosure Schedules delivered by a Party shall be deemed disclosed in each other section of the Disclosure Schedules delivered by such Party to which such fact or item may apply so long as it is reasonably apparent that such disclosure is applicable to such other section of the Disclosure Schedule delivered by such Party. The headings contained in each Disclosure Schedule are for convenience of reference only and shall not be deemed to modify or influence the interpretation of the information contained in a Disclosure Schedule or this Agreement. The Disclosure Schedules are not intended to constitute, and shall not be construed as, an admission or indication that any such fact or item is required to be disclosed. Neither the specification of any Dollar amount in the representations and warranties contained in this Agreement nor the inclusion of any fact or item disclosed in the Disclosure Schedules shall by reason only of such inclusion be deemed to be material, to establish any standard of materiality or to define further the meaning of such terms for purposes of this Agreement; and no Party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in the Disclosure Schedules in any dispute or controversy as to whether any obligation, item or matter not described or included in the Disclosure Schedules is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or is within or outside of the ordinary course of business. The Disclosure Schedules shall not be deemed to expand in any way the scope or effect of any of representations, warranties, covenants or agreements contained in this Agreement. Any item of information, matter or document disclosed or referenced in, or attached to, the Disclosure Schedules shall not constitute, or be interpreted to expand the scope of the Parties’ respective representations and warranties, covenants, conditions or agreements contained in this Agreement. Matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected herein and may be included solely for informational purposes. No

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disclosure on a Disclosure Schedule relating to any possible breach or violation of any Contract or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The information contained in the Disclosure Schedules shall be kept strictly confidential by the Parties and no Third Party may rely on any information disclosed or set forth therein. Moreover, in disclosing the information in the Disclosure Schedules, each and every Party expressly does not waive any attorney-client privilege associated with such information or any protection afforded by the work-product doctrine with respect to any of the matters disclosed or discussed therein.

Section 11.19 Specific Performance. The Parties agree that irreparable Damage would occur, for which no adequate remedy at law would exist and for which monetary Damages would be inadequate, in the event that any of the provisions of this Agreement were not performed by the Parties in accordance with their specific terms or were otherwise breached by the Parties. It is accordingly agreed that, unless and until (subject to the provisions of this Agreement which expressly survive termination hereof) the Company or Parent has terminated this Agreement in accordance with Section 7.1, the Company, on one hand, and Parent and Merger Sub, on the other hand, shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement (including the obligation to consummate the Transactions, subject to the terms and conditions of this Agreement) in addition to any other remedy to which such Party is entitled at law or in equity. Each of the Parties hereby irrevocably waives any requirement for the security or posting of any bond in connection with such relief. The Parties acknowledge and agree that if the Company or Parent exercises its right to terminate this Agreement pursuant to Section 7.1, then such Person shall not thereafter have the right to specific performance pursuant to this Section 11.19 (other than to enforce the performance of such other Party’s obligations under this Agreement that expressly continue following termination of this Agreement). To the extent any Party brings any Action before a Governmental Authority to enforce specifically the performance of the terms and provisions of this Agreement or any other Transaction Document prior to the Closing, the Outside Date shall automatically be extended by (i) the amount of time during which such Action is pending plus an additional 20 Business Days or (ii) such other time period established by the Governmental Authority presiding over such Action.

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IN WITNESS WHEREOF, this Agreement has been signed by each of the Parties on the Execution Date.

SIGNATURE PAGE TO BUSINESS COMBINATION AGREEMENT

IN WITNESS WHEREOF, this Agreement has been signed by each of the Parties on the Execution Date.

SIGNATURE PAGE TO BUSINESS COMBINATION AGREEMENT

IN WITNESS WHEREOF, this Agreement has been signed by each of the Parties on the Execution Date.

SIGNATURE PAGE TO BUSINESS COMBINATION AGREEMENT

Appendix A

DEFINITIONS

“A&R LLC Agreement” has the meaning set forth in Section 2.5.

“A&R Parent Charter” has the meaning set forth in the Recitals.

“Acceptable Confidentiality Agreement” means a confidentiality agreement on terms no less favorable to Parent than the terms of the Confidentiality Agreement that does not prohibit compliance by Parent with any of the provisions of Section 5.12 as between the Company, on the one hand, and Parent, on the other hand.

“Action” means any action, demand, charge, claim, litigation, suit, proceeding, investigation (formal or informal), complaint, arbitration, mediation, audit, order or government inquiry (whether in Contract, tort or otherwise, whether civil or criminal and whether brought at law or in equity).

“Advisory Compensation Proposal” has the meaning set forth in Section 4.4.

“Affiliate” means, with respect to any Person, any Person that directly or indirectly Controls, is Controlled by or is under common Control with such Person. Notwithstanding anything to the contrary herein, (a) prior to Closing, the Company and its Subsidiaries shall each be deemed to be Affiliates of the Company Unitholder, and not Parent, (b) from and after Closing, the Surviving Company and each of the Surviving Company’s Subsidiaries shall be deemed to be Affiliates of Parent, (c) with respect to the Company Unitholder, the Company and its Subsidiaries, “Affiliate” shall not include any portfolio companies of Pearl Energy Investments or NGP Energy Capital and (d) with respect to Parent and its Subsidiaries, “Affiliate” shall not include any portfolio companies of Riverstone Holdings LLC.

“Aggregate Defect Deductible” has the meaning set forth in Section 2.4.

“Agreement” has the meaning set forth in the Preamble of this Agreement.

“Allocated Value” means with respect to the Company Assets, Parent’s good faith allocation of the value of the Merger Consideration distributed among the Subject Wells, which allocation of value is set forth in Schedule A and Schedule B with respect to such Subject Wells.

“Ancillary Agreements” means the A&R LLC Agreement, the Registration Rights Agreement, the Voting Agreement, and any other agreement, instrument or certificate required by, or contemplated in connection with, this Agreement to be executed by any of the Parties, the Company Unitholder or any Company Designee as contemplated by this Agreement, in each case, only as is applicable to the relevant Party or Parties to such Ancillary Agreement, as indicated by the context in which such term is used.

“Antitrust Law” means the Sherman Act, 15 U.S.C. §§ 1-7, as amended; the Clayton Act, 15 U.S.C. §§ 12-27, 29 U.S.C. §§ 52-53, as amended; the HSR Act; the Federal Trade Commission Act, 15 U.S.C. §§ 41-58, as amended; and all other federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.

APPENDIX A-96

“Assets” means, wither respect to a Person, (a) all direct and indirect interests in and rights with respect to Hydrocarbon, mineral, water and similar properties of any kind and nature, including all Leases and the interests in lands covered thereby or included in Spacing Units with which the Leases may have been pooled, communitized or unitized, working, leasehold and Mineral Interests and estates and operating rights and royalties, overriding royalties, production payments, net profit interests, carried interests, non-participating royalty interests and other non-working interests and non-operating interests (including all Leases, operating agreements, unitization, communitization and pooling agreements and orders, division orders, transfer orders, mineral deeds, royalty deeds, and in each case, interests thereunder), fee interests, reversionary interests, back-in interests, reservations, and concessions, (b) all Wells located on or producing from any of the Leases, Spacing Units, or Mineral Interests and the rights to all Hydrocarbons and other minerals produced therefrom (including the proceeds thereof), (c) all surface interests, easements, surface use agreements, rights-of-way, licenses and Permits, in each case, in connection with Leases, the drilling of Wells or the production, gathering, processing, storage, disposition, transportation or sale of Hydrocarbons, (d) all interests in machinery, equipment (including Well equipment and machinery), production, completion, injection, disposal, gathering, transportation, transmission, treating, processing, and storage facilities (including tanks, tank batteries, pipelines, flow lines, gathering systems and metering equipment), rigs, pumps, water plants, electric plants, platforms, processing plants, separation plants, refineries, testing and monitoring equipment, and other personal property used, in each case, in connection with Leases, the drilling of Wells or the production, gathering, processing, storage, disposition, transportation or sale of Hydrocarbons and (e) all other interests of any kind or character associated with, appurtenant to, or necessary for the operation of any of the foregoing.

“Benefit Plan” means any “employee benefit plan,” within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA, and any bonus, deferred compensation, incentive compensation, employment, consulting or other compensation agreement, equity, equity purchase or any other equity-based compensation, change in control, retention, stay bonus, termination or severance, sick leave, pay, salary continuation for disability, hospitalization, medical insurance, retiree welfare, life insurance, scholarship, cafeteria, employee assistance, education or tuition assistance, or fringe benefit or other compensation or employee benefit policy, plan, program, agreement or arrangement.

“BLM” means the United States Bureau of Land Management.

“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in the State of Texas.

“CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act, Pub. L. 116–136 (116th Cong.) (Mar. 27, 2020), and any amendments thereof.

“Cash Consideration” has the meaning set forth in Section 2.3(b).

APPENDIX A-97

“Centennial Corp.” has the meaning set forth in the Recitals.

“Central Time” means the central time zone of the United States of America.

“Certificate of Merger” has the meaning set forth in Section 2.8.

“Charter Proposal” has the meaning set forth in Section 4.4.

“Closing” has the meaning set forth in Section 2.7.

“Closing Average Share Price” means an amount equal to the volume weighted average closing price of a share of Parent Class A Common Stock on the Exchange for the seven (7) trading days immediately prior to the Closing Date.

“Closing Date” has the meaning set forth in Section 2.7.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Company” has the meaning set forth in the Preamble of this Agreement.

“Company Assets” means the Assets owned by the Company and its Subsidiaries.

“Company Benefit Plan” means any Benefit Plan under which any of the Company or any of its Subsidiaries has any current or contingent liability or obligation.

“Company Competing Transaction” has the meaning set forth in Section 5.9(a).

“Company Designees” means the Persons owning, directly or indirectly through ownership of Interests in one or more other Person, Interests in the Company Unitholder.

“Company Disclosure Schedules” has the meaning set forth in Article III.

“Company Execution Date Hedging Portfolio” has the meaning set forth in Section 3.31.

“Company Financial Statements” has the meaning set forth in Section 3.25(a).

“Company Fundamental Representations” means the representations and warranties in Section 3.1 (Existence and Qualification), Section 3.2 (Organizational Power), Section 3.3 (Authorization and Enforceability), Section 3.4(a) (Capitalization) and Section 3.7 (Liability for Brokers’ Fees).

“Company Group Interests” the equity Interests of each of the Company and its Subsidiaries.

“Company Independent Petroleum Engineers” has the meaning set forth in Section 3.18(a).

“Company Material Adverse Effect” means a Material Adverse Effect with respect to the Company and its Subsidiaries, taken as a whole.

“Company Material Contracts” has the meaning set forth in Section 3.11(a).

APPENDIX A-98

“Company RBL” means that certain Credit Agreement, dated as of January 19, 2018, as amended, restated, amended and restated, supplemented, waived or otherwise modified from time to time, by and among the Company, as borrower, Wells Fargo Bank, National Association, as administrative agent and issuing bank, BBVA USA, Fifth Third Bank, National Association, Truist Bank and U.S. Bank National Association, as syndication agents and Citibank, N.A. and Comerica Bank, as documentation agents, the lenders party thereto and Wells Fargo Securities, LLC, as joint lead arranger and sole bookrunner and BBVA USA, Fifth Third Securities, Inc. Truist Securities, Inc. and U.S. Bank National Association, as joint lead arrangers.

“Company Related Party Contract” means any Contract between any of the Company or its Subsidiaries, on the one hand, and the Company Unitholder or any Affiliate of the Company (other than any of the Subsidiaries of the Company), on the other hand.

“Company Reserve Report” has the meaning set forth in Section 3.18.

“Company Unitholder” has the meaning set forth in the Recitals.

“Confidentiality Agreement” means that certain Confidentiality Agreement, dated February 2, 2022, by and between the Company and Parent.

“Consent Solicitation” has the meaning set forth in Section 5.2(c).

“Continuing Employees” has the meaning set forth in Section 5.15(a).

“Contracts” means all written contracts, agreements, or other legally binding arrangements, excluding Leases, all surface interests, easements, surface use agreements, rights-of-way, licenses and Permits, and any other instrument creating or memorializing the ownership of any Lease, Well or all surface interests, easements, surface use agreements, rights-of-way, licenses and Permits included in the Company Assets or Parent Assets, as applicable, and excluding the Company Benefit Plans and the Parent Benefit Plans, as applicable.

“Control” or “Controlled” means with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, as trustee or executor, as general partner or managing member, by contract or otherwise, including the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person. The terms “Controls” and “Controlled by” and other derivatives shall be construed accordingly.

“COVID-19” means SARS-CoV-2 or COVID-19, and any evolutions thereof or related or associated epidemics, pandemic or disease outbreaks.

“COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” “State of siege, alarm or emergency” or similar lock-down measures, workforce reduction, social distancing, shut down, closure, sequester, workplace safety or similar Law promulgated by any Governmental Authority or actions taken in response to COVID-19 measures promulgated by such Governmental Authority, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to COVID-19, including the CARES Act and Families First Act.

APPENDIX A-99

“D&O Indemnified Parties” has the meaning set forth in Section 5.17(a).

“D&O Provisions” has the meaning set forth in Section 5.17(a).

“Damages” means, subject to Section 11.12, the amount of any actual liability, Loss, cost, expense, claim, award or judgment incurred or suffered by any Person (to be indemnified under this Agreement) arising out of or resulting from such matter, whether attributable to personal injury or death, property damage, contract claims (including contractual indemnity claims), torts, or otherwise, including reasonable fees and expenses of attorneys, consultants, accountants or other agents and experts reasonably incident to matters indemnified against, and the reasonable costs of investigation and monitoring of such matters, and the reasonable costs of enforcement of the indemnity; provided, however, that the term “Damages” shall not include consequential damages (including loss of profits) suffered by the Party claiming indemnification, or any punitive damages (except in connection with any such damages that are incurred by Third Parties for which indemnification is sought under the terms of this Agreement or as otherwise provided herein).

“Defect Cap” has the meaning set forth in Section 2.4.

“Defect Consideration Allocation” has the meaning set forth in Section 2.4.

“Defect Notice Deadline” has the meaning set forth in Section 9.4(a).

“Defect Share Formula” means, for purposes of calculating any reduction to the Share Consideration in accordance with Section 2.4, a number of shares of Parent Class C Common Stock (and an equal number of Surviving Company Units) equal to the product of (a) eighty percent (80%), multiplied by (b) the quotient of (i) the sum of (A) the aggregate Title Defect Values for which the Merger Consideration shall be reduced in accordance with this Agreement plus (B) the aggregate Environmental Defect Values for which the Merger Consideration shall be reduced in accordance with this Agreement, divided by (ii) the Closing Average Share Price, rounded up to the nearest whole share (and unit).

“Defensible Title” has the meaning set forth in Section 9.1.

“Disclosure Schedules” means the Company Disclosure Schedules and the Parent Disclosure Schedules.

“DLLCA” has the meaning set forth in Section 2.2.

“DOJ” means the Department of Justice.

“Dollars” means U.S. Dollars.

“Effective Time” has the meaning set forth in Section 2.8.

“Encumbrance” means any defect, encumbrance, charge, claim, license, limitation, condition, equitable interest, mortgage, deed of trust, lien, pledge, security interest, right of first refusal and/or

APPENDIX A-100

right of first offer, pre-emptive right, adverse claim or restriction of any kind, including any restriction on or transfer or other assignment, as security or otherwise, of or relating to use, quiet enjoyment, voting, transfer, receipt of income or exercise of any other attribute of ownership of real or personal property.

“Environmental Defect” has the meaning set forth in Section 10.1.

“Environmental Defect Escrow Amount” has the meaning set forth in Section 10.4(c).

“Environmental Defect Share Formula” means, with respect to Environmental Defects for which the Environmental Defect Value shall be deposited with the Escrow Agent in accordance with Section 10.4(c), a number of shares of Parent Class C Common Stock (and an equal number of Surviving Company Units) equal to the product of (a) eighty percent (80%), multiplied by (b) the quotient of (i) the Environmental Defect Escrow Amount, divided by (ii) the Closing Average Share Price, rounded up to the nearest whole share (and unit).

“Environmental Defect Threshold” has the meaning set forth in Section 10.4(d).

“Environmental Defect Value” has the meaning set forth in Section 10.2.

“Environmental Disputed Matters” has the meaning set forth in Section 10.6(a).

“Environmental Expert” has the meaning set forth in Section 10.6(b).

“Environmental Laws” means, as the same have been amended as of or prior to the Execution Date, any Law (including common law) applicable to the Company Assets or Parent Assets, as applicable, relating to pollution, the protection or restoration of the environment, natural resources or, as such relates to management of or exposure to Hazardous Substances, health and safety.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means any person or entity under common Control with any the Company or any of its Subsidiaries within the meaning of Section 414(b), (c), (m), or (o) of the Code and the rules and regulations issued thereunder.

“Escrow Agent” means an escrow agent mutually agreeable to the Parties.

“Exchange” means NASDAQ.

“Exchange Act” means the United States Securities Act of 1934, as amended, together with the rules and regulations of the SEC promulgated thereunder.

“Exchange Proposal” has the meaning set forth in Section 4.4.

“Execution Date” has the meaning set forth in Preamble of this Agreement.

“Filed SEC Documents” has the meaning set forth in Article IV.

APPENDIX A-101

“Financial Advisory Fees” means, with respect to a Party, all investment bankers’ fees and out-of-pocket expenses related thereto incurred by or on behalf of such Party in connection with the negotiations and execution of this Agreement and the other Transaction Documents, the performance of such Party’s obligations hereunder and thereunder and the consummation of the Transactions hereunder and thereunder.

“Financial Statements” has the meaning set forth in Section 4.26(a).

“Fraud” means actual fraud by a Party, which involves a knowing and intentional or willful misrepresentation or omission of a material fact with respect to the making of any (a) representation or warranty set forth in Article III or confirmed in the certificate delivered by the Company at Closing pursuant to Section 6.3(c), or (b) Article IV or confirmed in the certificate delivered by Parent and Merger Sub at Closing pursuant to Section 6.2(c), as applicable, and in each case, with the express intention that the other Party hereto rely thereon to such Person’s detriment, and does not include any fraud claim based on negligent misrepresentation, recklessness or any equitable fraud or promissory fraud.

“FTC” means the Federal Trade Commission.

“Future Location” shall mean, for each Future Well identified on Schedule A, the location for such Future Well set forth on Schedule A.

“Future Well” shall mean a well identified on Schedule A (under the column heading “Reserve Category” as “Undeveloped”) to be drilled in the future on a Future Location identified for such well to the extent such well is drilled within the applicable Target Formation identified on Schedule A and assuming such well had been drilled and completed as of the Execution Date and at a location within the “DSU” for such Future Well described on Schedule A.

“GAAP” means United States generally accepted accounting principles as in effect from time to time.

“Governmental Authority” means any instrumentality, subdivision, court, administrative agency, commission, official or other authority of the United States or any other country or any state, province, prefect, municipality, locality or other government or political subdivision thereof, or any quasi-governmental or private body exercising any administrative, executive, judicial, legislative, arbitral, police, regulatory, taxing, importing or other governmental or quasi-governmental authority or any public or private arbitral body.

“Granting Party” has the meaning set forth in Section 5.1.

“Granting Party Contact” has the meaning set forth in Section 5.1.

“Hazardous Substances” means any pollutants, contaminants, substances, materials, wastes, constituents, compounds or chemicals that are regulated by, or form the basis of liability under, any Environmental Laws due to their hazardous or toxic characteristics, including asbestos-containing materials, poly-chlorinated bi-phenyls, or per- or poly-fluoroalkyl substances.

APPENDIX A-102

“Hedging Transaction” means a transaction that is (a) a swap, basis swap, option, forward contract, collar, three-way collar, or similar transaction entered into “over-the-counter,” (b) involving, or settled by reference to, one or more commodities and (c) intended to hedge the risks associated with the production of Hydrocarbons.

“Holdings” has the meaning set forth in the Recitals.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules promulgated thereunder.

“Hydrocarbons” means oil, gas, condensate and other gaseous and liquid hydrocarbons or any combination thereof, and all minerals, products and substances extracted, separated, processed and produced therefrom or therewith.

“Incentive Unit” has the meaning set forth in Section 3.4(b).

“Indebtedness” of any Person means, without duplication: (a) indebtedness of such Person for borrowed money, (b) obligations of such Person to pay the deferred purchase or acquisition price for any property of such Person, (c) obligations of such Person with respect to unpaid management fees, (d) all deposits and monies received in advance, (e) indebtedness evidenced by notes, debentures, bonds, or other similar instruments, (f) obligations of such Person to pay the deferred purchase price of goods and services, including any earn out liabilities associated with past acquisitions, (g) reimbursement obligations of such Person in respect of drawn letters of credit or similar instruments issued or accepted by banks and other financial institutions for the account of such Person, (h) obligations of such Person under a lease to the extent such obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP, and (i) indebtedness of others as described in clauses (a) through (h) above guaranteed by such Person or for which such Person is liable as obligor, surety, by Contract, or otherwise; but Indebtedness does not include accounts payable to trade creditors or accrued expenses, in each case arising in the ordinary course of business consistent with past practice and that are not yet due and payable, or are being disputed in good faith, and the endorsement of negotiable instruments for collection in the ordinary course of business.

“Inspecting Party” has the meaning set forth in Section 5.1.

“Intellectual Property Rights” means intellectual property rights in any of the following to the extent subject to protection under applicable Law: (a) trademarks, service marks, logos and trade names; (b) patents; (c) copyrights; (d) internet domain names; (e) trade secrets and other proprietary and confidential information; and (f) any registrations or applications for registration for any of the foregoing.

“Interests” means, with respect to any Person: (a) capital stock, membership interests, units, partnership interests, other equity interests, rights to profits or revenue and any other similar interest of such Person (including the right to participate in the management and business and affairs or otherwise Control such Person); (b) any security or other interest convertible into or exchangeable or exercisable for any of the foregoing; and (c) any right (contingent or otherwise) to subscribe for, purchase or otherwise acquire any of the foregoing.

“Kirkland” has the meaning set forth in Section 11.15.

APPENDIX A-103

“Knowledge” means, with respect to the Company, the information actually and personally known by the individuals set forth on Section 1.2 of the Company Disclosure Schedules after reasonable inquiry and, with respect to Parent and Merger Sub, the information actually and personally known by the individuals set forth on Section 1.2 of the Parent Disclosure Schedules after reasonable inquiry.

“Labor Agreement” means any collective bargaining agreement or other Contract with any labor union, labor organization, or works council.

“Laws” means all statutes, laws, ordinances, regulations, rules, codes, injunctions, judgments, decrees, rulings, awards, writs, or orders of any Governmental Authority.

“Leases” means, with respect to a Person, all Hydrocarbon and mineral leases and subleases, royalties, overriding royalties, net profits interests, Mineral Interests, carried interests, and other rights to Hydrocarbons in place, and mineral servitudes, and all leases, subleases, licenses or other occupancy or similar agreements under which such Person acquires or obtains operating rights in and to Hydrocarbons.

“Losses” means all losses, costs, liabilities, obligations, expenses, fines, penalties, interest, payments, charges, indebtedness for borrowed money, expenditures, claims, awards, settlements, judgments, Damages, reasonable and documented out-of-pocket attorneys’ fees and reasonable out-of-pocket expenses of investigating, defending and prosecuting litigation.

“Material Adverse Effect” means, with respect to any Person, any change, circumstance, development, state of facts, effect, or condition that, individually or in the aggregate, (a) has been, or would be reasonably be expected to be, materially adverse to the business, liabilities, financial condition or results of operations of such Person, or (b) materially and adversely affects the ability of such Person to consummate the Transactions or would reasonably be expected to do so; provided, however, that none of the following, either alone or in combination, shall be deemed to constitute or contribute to a Material Adverse Effect, or otherwise be taken into account in determining whether a Material Adverse Effect has occurred or is existing: (i) any change or prospective change in applicable Laws or accounting standards or the interpretation or enforcement thereof first announced or proposed after the date of this Agreement; (ii) any change in economic, political, or business conditions or financial, credit, debt, or securities market conditions generally, including changes in supply, demand, interest rates, exchange rates, commodity prices (including Hydrocarbons), electricity prices, or fuel costs, sand or proppants; (iii) any legal, regulatory, or other change generally affecting the industries, industry sectors, or geographic sectors of such Person, including any change in the prices of oil, natural gas, or other Hydrocarbon products, any increase in operating costs or capital expenses or any reduction in drilling activity or production or the demand for related gathering, processing, transportation, and storage services; (iv) any change directly resulting or arising from the execution or delivery of this Agreement or the other Transaction Documents, the consummation of the Transactions, or the announcement or other publicity or pendency with respect to any of the foregoing (including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, partners, or regulators); (v) any change resulting or arising from hostilities, war, sabotage, terrorism, or the escalation of any of the foregoing; (vi) any epidemic, pandemic, disease outbreak (including the COVID-19 virus) or other public health crisis or public health event, including any

APPENDIX A-104

COVID-19 Measures, or the worsening of any of the foregoing; (vii) any disruption in the purchase or transportation of crude oil or natural gas produced or otherwise sold by such Person or its Subsidiaries as a result of any shutdown, interruption or declaration of force majeure by any pipeline operator or other purchaser of such products; (viii) natural declines in well performance or reclassification or recalculation of reserves in the ordinary course of business; (ix) seasonal reductions in revenues and/or earnings of such Person or any of its Subsidiaries in the ordinary course of their respective businesses; (x) any actions taken or omitted to be taken or, in each case, any change resulting or arising from any such action or omission, by a Party at the written direction of the other Parties (for the avoidance of doubt any action by, or omission of, a Party for which such Party sought or requested, and the other Parties provided, consent shall not be deemed to be “at the written direction of” such Party) or that was required or otherwise expressly contemplated by this Agreement; (xi) any change, in and of itself, in the market price or trading volume of such Person’s securities; (xii) any failure, in and of itself, by such Person to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings, production or other financial or operating metrics for any period (it being understood that the events, changes, circumstances, occurrences or effects giving rise to or contributing to such failure may be deemed to constitute or be taken into account in determining whether there has occurred or would occur a Material Adverse Effect); or (xiii) any change resulting or arising from the taking of, or failure to take, any action by a Party or any of its Affiliates, required or otherwise expressly contemplated by this Agreement or consented to or requested by the other Party in writing; provided that the exceptions in clauses (i), (ii), (iii), (v) and (vi) above shall apply only to the extent that such changes do not have a disproportionate impact on such Person as compared to other Persons in the oil and gas industry related to similarly situated operations in the geographic region in which such Person’s assets are located, and then shall apply only to the extent of such disproportionate impact.

“Merger” has the meaning set forth in the recitals.

“Merger Consideration” has the meaning set forth in Section 2.3(b).

“Merger Sub” has the meaning set forth in the Preamble of this Agreement.

“Merger Sub LLCA” means that certain Fifth Amended and Restated Limited Liability Company Agreement of Merger Sub, dated as of October 11, 2016, by and among Merger Sub, Parent, and the other parties thereto, as amended.

“Mineral Interests” means any fee mineral interests or an undivided fee mineral interest, mineral interests, non-participating royalty interests, term mineral interests, coalbed methane interests, oil interests, gas interests, reversionary interests, reservations, concessions, executive rights or other similar interests in Hydrocarbons in place or other fee interests in Hydrocarbons.

“Net Revenue Interest” means (a) with respect to any Subject Well set forth on Schedule A or other Well included in the Company Assets that interest of the Company and its Subsidiaries in Hydrocarbons produced and marketed from or attributable to such Subject Well or Well, after giving effect to all royalties and other burdens on production and (b) with respect to any Well included in the Parent Assets, that interest of Parent and its Subsidiaries in Hydrocarbons produced and marketed from or attributable to such Well, after giving effect to all royalties and other burdens on production.

APPENDIX A-105

“Nonparty Affiliates” has the meaning set forth in Section 11.14.

“Notice of Environmental Defect” has the meaning set forth in Section 10.3(b).

“Notice of Title Defect” has the meaning set forth in Section 9.4(b).

“Open Environmental Defect” has the meaning set forth in Section 10.5(a).

“Open Title Defect” has the meaning set forth in Section 9.6(a).

“Order” means any final order, award, judgment, injunction, decree or writ entered, issued, made or rendered by any Governmental Authority.

“Organizational Documents” means (a) with respect to a corporation, the charter, Articles or certificate of incorporation, as applicable, and bylaws thereof, (b) with respect to a limited liability company, the certificate of formation or organization, as applicable, and the operating or limited liability company agreement thereof, (c) with respect to a partnership, the certificate of formation and the partnership agreement thereof and (d) with respect to any other Person, the organizational, constituent or governing documents or instruments of such Person.

“Outside Date” has the meaning set forth in Section 7.1(b).

“Parent” has the meaning set forth in the Preamble of this Agreement.

“Parent 401(k) Plan” has the meaning set forth in Section 5.15(d).

“Parent Acquisition Agreement” has the meaning set forth in Section 5.12(a).

“Parent Acquisition Proposal” means any bona fide proposal, whether or not in writing, for the (i) direct or indirect acquisition or purchase of a business or assets that constitutes fifteen percent (15%) or more of the net revenues, net income or the assets (based on the fair market value thereof) of Parent and its Subsidiaries, taken as a whole, (ii) direct or indirect acquisition or purchase of fifteen percent (15%) or more of any class of equity securities or capital stock of Parent or any of its Subsidiaries whose business constitutes fifteen percent (15%) or more of the net revenues, net income or assets of Parent and its Subsidiaries, taken as a whole, or (iii) merger, consolidation, restructuring, transfer of assets or other business combination, sale of shares of capital stock, tender offer, exchange offer, recapitalization, stock repurchase program or other similar transaction that if consummated would result in any Person or Persons beneficially owning fifteen percent (15%) or more of any class of equity securities of Parent or any of its Subsidiaries whose business constitutes fifteen percent (15%) or more of the net revenues, net income or assets of Parent and its Subsidiaries, taken as a whole, other than the Transactions.

“Parent Assets” means the Assets owned by Parent and its Subsidiaries.

“Parent Benefit Plan” means any Benefit Plan under which any of Parent or any of its Subsidiaries has any current or contingent liability or obligation.

APPENDIX A-106

“Parent Board” has the meaning set forth in the recitals.

“Parent Class A Common Stock” means the Class A common stock, par value $0.0001 per share, of Parent.

“Parent Class C Common Stock” means the Class C common stock, par value $0.0001 per share, of Parent.

“Parent Common Stock” means the Parent Class A Common Stock and Parent Class C Common Stock, collectively.

“Parent Disclosure Schedules” has the meaning set forth in Article IV.

“Parent ESPP” means the Centennial Resource Development, Inc. 2019 Employee Stock Purchase Plan.

“Parent Execution Date Hedging Portfolio” has the meaning set forth in Section 4.32.

“Parent Fundamental Representations” means Section 4.1 (Existence and Qualification), Section 4.2 (Organizational Power), Section 4.3 (Authorization and Enforceability), Section 4.5(a), Section 4.5(f) (Capitalization; Merger Sub) and Section 4.7 (Liability for Brokers’ Fees).

“Parent Independent Petroleum Engineers” has the meaning set forth in Section 4.19(a).

“Parent Intervening Event” means a material event, fact, circumstance, development or occurrence not related to a Parent Acquisition Proposal that is not known or reasonably foreseeable to or by the Parent Board as of the date of this Agreement, which event, fact, circumstance, development or occurrence becomes known to the Parent Board prior to obtaining the Parent Stockholder Approval. Notwithstanding the foregoing, in no event shall the following events, changes or developments constitute a Parent Intervening Event: (i) changes in the market price or trading volume of Parent Common Stock or any other securities of Parent, (ii) changes after the date hereof in general economic or business conditions (including, without limitation, the price of oil, natural gas and other commodities) in the United States or elsewhere in the world or (iii) any change in credit rating of Parent or the Company or the fact that Parent or the Company meets, fails to meet, or exceeds internal or published estimates, projections, forecasts or predictions for any period (it being understood that the underlying cause thereof may constitute a Parent Intervening Event).

“Parent Material Adverse Effect” means a Material Adverse Effect with respect to Parent and its Subsidiaries, taken as a whole.

“Parent Material Contracts” has the meaning set forth in Section 4.12(a).

“Parent Notice” has the meaning set forth in Section 5.12(b).

“Parent Notice of Change” has the meaning set forth in Section 5.12(c).

APPENDIX A-107

“Parent Option” means each stock option granted and exercisable pursuant to the Parent Stock Plan pursuant to which the holder of such stock option has a right to receive shares of Parent Class A Common Stock following the vesting of such stock option.

“Parent PSU” means each performance-based restricted stock unit granted pursuant to the Parent Stock Plan that vests based on the achievement of performance targets and pursuant to which the holder of such performance-based restricted stock unit has a right to receive shares of Parent Class A Common Stock or the cash equivalent thereof following the vesting or lapse of restrictions applicable to such performance-based restricted stock unit.

“Parent Recommendation” has the meaning set forth in Section 5.11(c).

“Parent Recommendation Change” has the meaning set forth in Section 5.12(b).

“Parent Related Party Contract” means any Contract between any of Parent or its Subsidiaries, on the one hand, and a Parent Stockholder or any Affiliate of Parent (other than any of the Subsidiaries of the Company), on the other hand.

“Parent Reserve Report” has the meaning set forth in Section 4.19.

“Parent Restricted Stock” means shares of restricted stock granted pursuant to the Parent Stock Plan pursuant to which the holder has a right to receive shares of Parent Class A Common Stock following the vesting or lapse of restrictions applicable to such restricted stock.

“Parent Stock Consideration” has the meaning set forth in Section 2.3(b).

“Parent Stock Plan” means the Centennial Resource Development, Inc. 2016 Long Term Incentive Plan, as amended and restated.

“Parent Stockholder” means, prior to the Effective Time, a holder of any shares of Parent Common Stock.

“Parent Stockholder Approval” has the meaning set forth in Section 4.4.

“Parent Stockholders’ Meeting” has the meaning set forth in Section 5.11(c).

“Parent Trading Price” means the average of the closing prices per share of Parent Common Stock on the Exchange (as reported in the New York City edition of The Wall Street Journal or, if not reported thereby, as reported in another authoritative source mutually agreed by the Company and Parent) for the five (5) full trading days ending on the second (2^nd) Business Day prior to the Closing Date. For all purposes of this Agreement, the Parent Trading Price shall be calculated to the nearest one-hundredth of one cent.

“Party” and “Parties” have the meanings set forth in the Preamble of this Agreement.

“Pass Through Number” has the meaning set forth in Section 2.3(a).

“Pass-Through Tax Return” means any Tax Return of the Company or any of its Subsidiaries in respect of which items of income, gain, loss deduction or credit are passed through, directly or indirectly, to the Company Unitholder or any of its direct or indirect owners under applicable Law.

APPENDIX A-108

“Permits” means federal, state and local government licenses, permits, registrations, franchises, orders, consents, approvals, variances, waivers, exemptions and other authorizations by, or filings with, any Governmental Authority.

“Permitted Encumbrances” means any or all of the following:

(a) royalties and any overriding royalties, net profits interests, free gas arrangements, production payments, reversionary interests, back-in interests and other similar burdens on production to the extent that the net cumulative effect of such burdens does not (i) with respect to the Company Assets (A) reduce the Company and its Subsidiaries’ Net Revenue Interest in a Company Asset below that shown in the Company Reserve Report, or Schedule A, or (B) increase the Company and its Subsidiaries’ Working Interest in a Company Asset above that shown in the Company Reserve Report or Schedule A, without a proportionate increase in the Net Revenue Interest of the Company and its Subsidiaries or (ii) with respect the Parent Assets (A) reduce Parent’s and its Subsidiaries’ Net Revenue Interest in a Parent Asset below that shown in the Parent Reserve Report, or (B) increase Parent’s and its Subsidiaries’ Working Interest in a Parent Asset above that shown in the Parent Reserve Report, without a proportionate increase in the Net Revenue Interest of Parent and its Subsidiaries;

(b) all unit agreements, pooling agreements, operating agreements, farmout agreements, Hydrocarbon production sales contracts, division orders and other contracts, agreements and instruments applicable to the Company Asset or Parent Asset, as applicable, to the extent that the net cumulative effect of such instruments does not (i) with respect to the Company Assets (A) reduce the Company and its Subsidiaries’ Net Revenue Interest in a Company Asset below that shown in the Company Reserve Report, or Schedule A, or (B) increase the Company and its Subsidiaries’ Working Interest in a Company Asset above that shown in the Company Reserve Report or Schedule A, without a proportionate increase in the Net Revenue Interest of the Company and its Subsidiaries or (ii) with respect the Parent Assets (A) reduce Parent’s and its Subsidiaries’ Net Revenue Interest in a Parent Asset below that shown in the Parent Reserve Report, or (B) increase Parent’s and its Subsidiaries’ Working Interest in a Parent Asset above that shown in the Parent Reserve Report, without a proportionate increase in the Net Revenue Interest of Parent and its Subsidiaries;

(c) consent requirements, change of control provisions, tag-along rights, drag-along rights;

(d) liens for Taxes or assessments not yet due and payable or being contested in good faith for which adequate reserves are maintained and reflected in the applicable Person’s financial statements;

(e) materialman’s, mechanic’s, repairman’s, employee’s, contractor’s, operator’s and other similar liens or charges arising in the ordinary course of business for amounts not yet delinquent or if delinquent, being contested reasonably and by appropriate actions, and for which adequate cash reserves are maintained for the payment thereof in accordance with GAAP (including any amounts being withheld as provided by Law) and are reflected in the applicable Person’s financial statements;

APPENDIX A-109

(f) all rights to consent, by required notices to, filings with, or other actions by Governmental Authorities that do not apply to the Transactions or, if they do apply, are customarily obtained subsequent to the closing of transactions that are similar to the Transactions if such Governmental Authority is, pursuant to applicable Law, without discretion to refuse to grant such consent if specifically enumerated conditions set forth in such applicable Law are satisfied;

(g) excepting circumstances where such rights have already been triggered, rights of reassignment arising upon final intention to abandon or release the Assets, or any of them;

(h) easements, rights-of-way, covenants, servitudes, Permits, surface leases and other rights in respect of surface operations that do not, individually or in the aggregate, materially interfere with the use, development, or ownership of the Assets subject thereto or affected thereby and do not (i) with respect to the Company Assets (A) reduce the Company and its Subsidiaries’ Net Revenue Interest in a Company Asset below that shown in the Company Reserve Report, or Schedule A, or (B) increase the Company and its Subsidiaries’ Working Interest in a Company Asset above that shown in the Company Reserve Report or Schedule A, without a proportionate increase in the Net Revenue Interest of the Company and its Subsidiaries or (ii) with respect the Parent Assets (A) reduce Parent’s and its Subsidiaries’ Net Revenue Interest in a Parent Asset below that shown in the Parent Reserve Report, or (B) increase Parent’s and its Subsidiaries’ Working Interest in a Parent Asset above that shown in the Parent Reserve Report, without a proportionate increase in the Net Revenue Interest of Parent and its Subsidiaries;

(i) gas balancing and other production balancing obligations, and obligations to balance or furnish make-up Hydrocarbons under Hydrocarbon sales, gathering, processing or transportation contracts;

(j) all rights reserved to or vested in any Governmental Authorities to control or regulate any of the Assets in any manner or to assess Tax with respect to the Company Assets or Parent Assets, as applicable, the ownership, use or operation thereof, or revenue, income or capital gains with respect thereto, and all obligations and duties under all applicable Laws of any such Governmental Authority or under any franchise, grant, license or Permit issued by any Governmental Authority;

(k) any lien, charge or other Encumbrance on or affecting the Company Assets or Parent Assets, as applicable that is discharged (i) with respect to the Company Assets, by the Company or its Subsidiaries at or prior to Closing at no expense to Company, its Subsidiaries, Parent or Merger Sub, or (ii) with respect to the Parent Assets, by Parent or its Affiliates at or prior to Closing at no expense to the Company and its Subsidiaries;

(l) the terms and conditions of the Leases, including any depth limitations or similar limitations that may be set forth therein that do not, individually or in the aggregate (i) with respect to the Company Assets (A) reduce the Company and its Subsidiaries’ Net Revenue Interest in a Company Asset below that shown in the Company Reserve Report, or Schedule A, or (B) increase the Company and its Subsidiaries’ Working Interest in a Company Asset above that

APPENDIX A-110

shown in the Company Reserve Report or Schedule A, without a proportionate increase in the Net Revenue Interest of the Company and its Subsidiaries or (ii) with respect the Parent Assets (A) reduce Parent’s and its Subsidiaries’ Net Revenue Interest in a Parent Asset below that shown in the Parent Reserve Report, or (B) increase Parent’s and its Subsidiaries’ Working Interest in a Parent Asset above that shown in the Parent Reserve Report, without a proportionate increase in the Net Revenue Interest of Parent and its Subsidiaries;

(m) the terms and conditions of the Contracts that do not, individually or in the aggregate, (i) materially detract from the value of or materially interfere with the use, development, or ownership of the Company Assets or Parent Assets, as applicable, subject thereto or affected thereby, (ii) with respect to the Company Assets (A) reduce the Company and its Subsidiaries’ Net Revenue Interest in a Company Asset below that shown in the Company Reserve Report, or Schedule A, or (B) increase the Company and its Subsidiaries’ Working Interest in a Company Asset above that shown in the Company Reserve Report or Schedule A, without a proportionate increase in the Net Revenue Interest of the Company and its Subsidiaries or (iii) with respect the Parent Assets (A) reduce Parent’s and its Subsidiaries’ Net Revenue Interest in a Parent Asset below that shown in the Parent Reserve Report, or (B) increase Parent’s and its Subsidiaries’ Working Interest in a Parent Asset above that shown in the Parent Reserve Report, without a proportionate increase in the Net Revenue Interest of Parent and its Subsidiaries;

(n) zoning and planning ordinances and municipal regulations;

(o) any statutory liens created under the Laws of the State of Texas or New Mexico and any Encumbrances created under the operating agreements or by operation of Law, in each case, in respect of obligations that are not yet due;

(p) depth severances to the extent that they do not, individually or in the aggregate (i) with respect to the Company Assets (A) reduce the Company and its Subsidiaries’ Net Revenue Interest in a Company Asset below that shown in the Company Reserve Report, or Schedule A, or (B) increase the Company and its Subsidiaries’ Working Interest in a Company Asset above that shown in the Company Reserve Report or Schedule A, without a proportionate increase in the Net Revenue Interest of the Company and its Subsidiaries or (ii) with respect the Parent Assets (A) reduce Parent’s and its Subsidiaries’ Net Revenue Interest in a Parent Asset below that shown in the Parent Reserve Report, or (B) increase Parent’s and its Subsidiaries’ Working Interest in a Parent Asset above that shown in the Parent Reserve Report, without a proportionate increase in the Net Revenue Interest of Parent and its Subsidiaries;

(q) any Encumbrances created by Law or reserved in the Leases for royalties, bonus or rental, or created to secure compliance with the terms of the Leases;

(r) the terms and conditions of, and any rights of Third Parties to back into any interest in the Company Assets or Parent Assets, as applicable to the extent that they do not, individually or in the aggregate (i) with respect to the Company Assets (A) reduce the Company and its Subsidiaries’ Net Revenue Interest in a Company Asset below that shown in the Company Reserve Report, or Schedule A, or (B) increase the Company and its Subsidiaries’ Working Interest in a Company Asset above that shown in the Company Reserve Report or Schedule A, without a proportionate increase in the Net Revenue Interest of the Company and its Subsidiaries

APPENDIX A-111

or (ii) with respect the Parent Assets (A) reduce Parent’s and its Subsidiaries’ Net Revenue Interest in a Parent Asset below that shown in the Parent Reserve Report, or (B) increase Parent’s and its Subsidiaries’ Working Interest in a Parent Asset above that shown in the Parent Reserve Report, without a proportionate increase in the Net Revenue Interest of Parent and its Subsidiaries;

(s) any defect arising out of a lack of corporate or entity authorization, arising from a failure to recite marital status or arising out of omissions of successions of heirship or estate proceedings, except in each case where evidence is available that reasonably supports a Third Party’s claim to superior title;

(t) lack of a survey of the surface of the Company Assets or Parent Assets, as applicable, unless a survey is required by Law;

(u) any matter that has been cured, released or waived by any Law of limitation or prescription, including adverse possession and the doctrine of laches, in each case, and which can be substantiated by the affirmative ruling of a court of competent jurisdiction;

(v) failure to record Leases issued by any Governmental Authority (which, for the avoidance of doubt, includes any state agency or any successor agency thereto) in the real property, conveyance, or other records of the county in which such Leases are located, provided that the instruments evidencing the conveyance of such title to the Company or any of its Subsidiaries, or Parent and its Affiliates, as applicable, from its immediate predecessor in title are recorded with the Governmental Authority that issued any such Lease;

(w) rights of any (i) common owner of any interest in any fee mineral interest as tenants in common or through common ownership that do not (x) with respect to the Company Assets (A) reduce the Company and its Subsidiaries’ Net Revenue Interest in a Company Asset below that shown in the Company Reserve Report, or Schedule A, or (B) increase the Company and its Subsidiaries’ Working Interest in a Company Asset above that shown in the Company Reserve Report or Schedule A, without a proportionate increase in the Net Revenue Interest of the Company and its Subsidiaries or (y) with respect the Parent Assets (A) reduce Parent’s and its Subsidiaries’ Net Revenue Interest in a Parent Asset below that shown in the Parent Reserve Report, or (B) increase Parent’s and its Subsidiaries’ Working Interest in a Parent Asset above that shown in the Parent Reserve Report, without a proportionate increase in the Net Revenue Interest of Parent and its Subsidiaries, or (ii) common owner of any interest in surface rights currently held by the Company or its Subsidiaries, or Parent and its Affiliates, as applicable and such common owner as tenants in common or through common ownership;

(x) (i) lack of a division order or an operating agreement covering any Company Asset or Parent Asset, as applicable (including portions of an Asset that were formerly within a unit but which have been excluded from the unit as a result of a contraction of the unit) or (ii) failure to obtain waivers of maintenance of uniform interest, restriction on zone transfer, or similar provisions in operating agreements with respect to assignments in the Company’s or its Subsidiaries’ or Parent’s or its Subsidiaries’, as applicable, chain of title to the Asset unless (A) the underlying provisions of such operating agreement provide that such failure voids or nullifies (automatically or at the election of the holder thereof) the assignment with respect to such asset or (B) there is an outstanding and pending, unresolved claim from a Third Party with respect to the failure to obtain such waiver;

APPENDIX A-112

(y) defects based on or arising solely out of the failure of the Company or its Subsidiaries, or Parent and its Affiliates, as applicable, to enter into, be party to, or be bound by, pooling provisions, a pooling agreement, production sharing agreement or other similar agreement with respect to any horizontal Well that crosses more than one Lease or tract to the extent (i) such Well has been permitted by the Railroad Commission of Texas or other applicable Governmental Authority and (ii) the allocation of Hydrocarbons produced from such Well among such Lease or tracts is based upon the length of the “as drilled” horizontal wellbore open for production, the total length of the horizontal wellbore, or other methodology that reasonably attributes to each such Lease or leasehold tract its share of such production;

(z) arising from any change in applicable Laws after the Execution Date;

(aa) defects arising from prior expired Hydrocarbon leases that are not surrendered or released of record absent affirmative evidence of an adverse claim by another Person that such lease is in full force and effect;

(bb) defects based solely on any the Company and its Subsidiaries, or Parent’s and its Subsidiaries, as applicable, failure to have a title opinion or title insurance policy on any Company Asset or Parent Asset, as applicable;

(cc) Encumbrances that are unenforceable under applicable statutes of limitations ;

(dd) decreases in the Company or its Subsidiaries’ Net Revenue Interest in a Company Asset (i) in connection with those operations in which the Company or its Subsidiaries may be a non-consenting co-owner after the Execution Date in accordance with the terms of Section 5.6, (ii) resulting from the reversion of interests to co-owners with operations in which such co-owners elect not to consent after the Execution Date, (iii) resulting from the establishment or amendment, after the Execution Date of (A) pools or units and (B) allocations to horizontal laterals, (iv) required to allow other working interest owners to make up past underproduction or pipelines to make up past under-deliveries, or (v) as otherwise shown in Schedule A ;

(ee) decreases in Parent’s and its Subsidiaries’ Net Revenue Interest in a Parent Asset (i) in connection with those operations in which Parent or its Affiliates may be a non-consenting co-owner after the Execution Date in accordance with the terms of Section 5.7, (ii) resulting from the reversion of interests to co-owners with operations in which such co-owners elect not to consent after the Execution Date, (iii) resulting from the establishment or amendment, after the Execution Date of (A) pools or units and (B) allocations to horizontal laterals, or (iv) required to allow other working interest owners to make up past underproduction or pipelines to make up past under-deliveries;

(ff) increases in the Company’s or its Subsidiaries’ Working Interest in a Company Asset (i) that are accompanied by at least a proportionate increase in the Company’s or its Subsidiaries’ Net Revenue Interest, (ii) resulting from contribution requirements with respect to defaulting or non-consenting co-owners under the applicable operating agreement occurring after the Execution Date, (iii) to the extent such increases result from co-owners electing after the Execution Date under applicable operating agreements not to participate in an operation relating to such Well or (iv) as otherwise shown in the Company Reserve Report, or Schedule A;

APPENDIX A-113

(gg) increases in Parent and its Subsidiaries’ Working Interest in a Parent Asset (i) that are accompanied by at least a proportionate increase in Parent’s and its Subsidiaries’ Net Revenue Interest, (ii) resulting from contribution requirements with respect to defaulting or non-consenting co-owners under the applicable operating agreement occurring after the Execution Date, (iii) to the extent such increases result from co-owners electing after the Execution Date under applicable operating agreements not to participate in an operation relating to such Well or (iv) as otherwise shown in the Parent Reserve Report;

(hh) any matter disclosed on (i) with respect to the Company Assets, the Company Disclosure Schedule or Company Reserve Report, or (ii) with respect to the Parent Assets, the Parent Disclosure Schedule or Parent Reserve Report;

(ii) non-exclusive licenses of Intellectual Property Rights granted in the ordinary course;

(jj) any liens, charges or Encumbrances under the Company RBL or documents associated therewith;

(kk) defects based on cessation of production, insufficient production, or failure to conduct operations occurring more than five (5) years prior to the Execution Date;

(ll) defects based on failure to file any assignments of record title or operating rights in real property instruments or documents issued by the BLM or a state, in the records of the land office of the BLM or such state (as applicable), provided assignments of record title are recorded in the county records of the county in which the applicable Company Asset is located;

(mm) any liens, charges, Encumbrances, defects or irregularities that affect any depth, formation or strata other than the Target Formation for any Subject Well or Well;

(nn) in the case of a Future Well (i) any Permits, surface interests, easements, surface use agreements, rights-of-way, licenses, renewals or extensions of any of the Leases, unit designations, production and drilling units, or production sharing arrangements or waivers of any applicable regulations or rules of Governmental Authorities (and any consent of the applicable lessor thereto, if required), (in each case) not yet obtained, formed or create, or improperly formed or created; (ii) any defect arising from any Lease having no pooling provision or requiring consent to drill a production sharing well, or an inadequate horizontal pooling provision; (iii) defects for which a reasonably prudent operator would customarily cure in the ordinary course of business prior to drilling such Future Well, or (iv) the reclassification of such Future Well; and

(oo) any other liens, charges, Encumbrances, defects or irregularities that (i) do not, individually or in the aggregate, materially detract from the value of or materially interfere with the use, development, or ownership of the Company Assets or Parent Assets, as applicable subject thereto or affected thereby, (ii) would be accepted by a reasonably prudent purchaser engaged in the business of owning and operating oil and gas properties in the region where the

APPENDIX A-114

Company Assets or Parent Assets, as applicable, are located, and (iii) do not (A) with respect to the Company Assets (1) reduce the Company and its Subsidiaries’ Net Revenue Interest in a Company Asset below that shown in the Company Reserve Report, or Schedule A, or (2) increase the Company and its Subsidiaries’ Working Interest in a Company Asset above that shown in the Company Reserve Report or Schedule A, without a proportionate increase in the Net Revenue Interest of the Company and its Subsidiaries or (B) with respect the Parent Assets (1) reduce Parent’s and its Subsidiaries’ Net Revenue Interest in a Parent Asset below that shown in the Parent Reserve Report, or (2) increase Parent’s and its Subsidiaries’ Working Interest in a Parent Asset above that shown in the Parent Reserve Report, without a proportionate increase in the Net Revenue Interest of Parent and its Subsidiaries.

“Person” means an individual, corporation, partnership, limited liability company, limited liability partnership, joint venture, syndicate, person, trust, association, organization or other entity, including any Governmental Authority, and including any successor, by merger or otherwise, of any of the foregoing.

“Pre-Closing Pass-Through Tax Return” means any Pass-Through Tax Return that relates to a Tax period (or portion thereof) ending on or before the Closing Date.

“Pre-Closing Reorganization” has the meaning set forth in the Recitals.

“Pre-Closing Tax Period” means any Tax period ending on or prior to the Closing Date.

“Proposals” has the meaning set forth in Section 4.4.

“Proxy Statement” has the meaning set forth in Section 5.11(a).

“Recovery Expense” has the meaning set forth in Section 7.3(e).

“Registration Rights Agreement” has the meaning set forth in the Recitals.

“Remediate” or “Remediation” means (with correlative meanings), with respect to any Environmental Defect, the response required or allowed under Environmental Laws that addresses and resolves (for current and future use in the same manner as being currently used) the identified Environmental Defect at the lowest cost (considered as a whole) sufficient to comply with Environmental Laws or bring the affected Assets into compliance with applicable Environmental Laws as compared to any other response that is required or allowed under Environmental Laws.

“Representatives” means (a) partners, employees, officers, directors, members, equity owners and counsel of a Party or any of its Affiliates or any prospective purchaser of a Party or an interest in a Party; (b) any investment bank, consultant or agent retained by a Party or the parties listed in subsection (a) above; and (c) any bank, other financial institution or entity funding, or proposing to fund, such Party’s operations in connection with the Assets, including any consultant retained by such bank, other financial institution or entity.

“Restricted Contact” has the meaning set forth in Section 5.5.

“SEC” means the Securities and Exchange Commission.

APPENDIX A-115

“SEC Documents” has the meaning set forth in Section 4.26(a).

“Securities Act” means the United States Securities Act of 1933, as amended, together with the rules and regulations of the SEC promulgated thereunder.

“Share Consideration” has the meaning set forth in Section 2.3(b).

“Spacing Units” means each separate pooled, communitized or unitized acreage unit which includes all or any portion of any Leases or other Asset.

“Straddle Period” means any Tax period beginning on or prior to the Closing Date and ending after the Closing Date.

“Subject Well” means a Well or Future Well set forth on Schedule A.

“Subsidiary” means, with respect to any Person, any other Person Controlled by such first Person, directly or indirectly, through one or more intermediaries.

“Superior Proposal” means any bona fide written Parent Acquisition Proposal made by a third party to acquire, directly or indirectly, (A) businesses or assets of Parent or its Subsidiaries (including capital stock of or ownership interest in any Subsidiary) that account for fifty percent (50%) or more of the fair market value of Parent’s and its Subsidiaries’ assets, or (B) fifty percent (50%) or more of the common equity securities of Parent, in each case on terms which a majority of the Parent Board determines in good faith (after consultation with its financial advisors and outside legal counsel, and taking into account all financial, legal and regulatory terms and conditions of the Parent Acquisition Proposal and this Agreement, including any alternative transaction (including any modifications to the terms of this Agreement) proposed by the Company pursuant to Section 5.12, including any conditions to and expected timing of consummation, and any risks of non-consummation, of such Parent Acquisition Proposal) to be more favorable to Parent and its stockholders (in their capacity as stockholders) as compared to the transactions contemplated hereby and to any alternative transaction (including any modifications to the terms of this Agreement) proposed by the Company hereto pursuant to Section 5.12.

“Supporting Parent Stockholders” has the meaning set forth in the Recitals.

“Surviving Company” has the meaning set forth in Section 2.2.

“Surviving Company Units” means the “Units” of the Surviving Company (as defined in the A&R LLC Agreement).

“Surviving Company Unit Consideration” has the meaning set forth in Section 2.3(b).

“Surviving Environmental Defect” has the meaning set forth in Section 10.4(b).

“Surviving Title Defect” has the meaning set forth in Section 9.5(b).

“Tail Policy” has the meaning set forth in Section 5.17(b).

APPENDIX A-116

“Takeover Law” means any “fair price,” “moratorium,” “control share acquisition,” “supermajority,” “affiliate transactions” or “business combination statute or regulation” or any other anti-takeover statute or similar statute enacted under state or federal Law.

“Target Formation” means (a) with respect to a Well, the currently producing (or capable of producing) formations for such Well and (b) with respect to a Future Well, the formation identified on Schedule A, with respect to such Future Well.

“Tax Allocation” has the meaning set forth in Section 8.4.

“Tax Proceeding” has the meaning set forth in Section 8.2.

“Tax Return” means any return (including any information return and any estimated return), report, statement, schedule, notice, form, election, estimated Tax filing, claim for refund or other document (including any attachments thereto and amendments thereof) filed with or submitted to, or required to be filed with or submitted to, any Governmental Authority with respect to any Tax.

“Taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, alternative, estimated, sales, use, ad valorem, value added, transfer, franchise, profits, registration, license, lease, service, service use, withholding, payroll, employment, excise, severance, social security, welfare, workers’ compensation, unemployment, disability, environmental, stock, stamp, occupation, premium, real, personal, or intangible property, windfall profits or other taxes, fees, assessments or similar charges in the nature of a tax, together with any interest and any penalties, additions to tax or additional amounts with respect thereto.

“Termination Fee” has the meaning set forth in Section 7.3(b)(i).

“Third Party” means any Person other than a Party to this Agreement or an Affiliate of a Party to this Agreement.

“Title Defect” has the meaning set forth in Section 9.2.

“Title Defect Escrow Amount” has the meaning set forth in Section 9.5(c).

“Title Defect Share Formula” means, with respect to a Title Defect for which the Title Defect Value shall be deposited with the Escrow Agent in accordance with Section 9.5(c), a number of shares of Parent Class C Common Stock (and an equal number of Surviving Company Units) equal to the product of (a) eighty percent (80%), multiplied by (b) the quotient of (i) the Title Defect Escrow Amount, divided by (ii) Closing Average Share Price, rounded up to the nearest whole share (and unit).

“Title Defect Threshold” has the meaning set forth in Section 9.5(d).

“Title Defect Value” has the meaning set forth in Section 9.3.

“Title Defect Property” has the meaning set forth in Section 9.4(b).

“Title Disputed Matters” has the meaning set forth in Section 9.7(a).

APPENDIX A-117

“Title Expert” has the meaning set forth in Section 9.7(b).

“Transaction Documents” means this Agreement and the Ancillary Agreements.

“Transactions” means the Merger and other transactions contemplated by this Agreement and the other Transaction Documents.

“Transfer Taxes” has the meaning set forth in Section 8.3.

“Transition Date” has the meaning set forth in Section 5.15(d).

“Treasury Regulations” means the final, temporary, and proposed United States Department of the Treasury regulations promulgated under the Code.

“U.S.” means the United States of America.

“Voting Agreement” has the meaning set forth in the Recitals.

“WARN Act” means the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Laws.

“Wells” means Hydrocarbon wells, CO2 wells, saltwater disposal wells, injection wells and storage wells, whether producing or not producing, operating, shut-in or temporarily abandoned, located on any real property associated with a Company Asset or Parent Asset, as applicable.

“Working Interest” means, with respect to any Subject Well on Schedule A or other Well included in the Company Assets that share of the costs and expenses of maintenance, development, and operations attributable to the interest of the Company and its Subsidiaries in such Subject Well or Well, but without regard to the effect of any royalties or other burdens on production, and (b) with respect to any Well included in the Parent Assets, that share of the costs and expenses of maintenance, development, and operations attributable to the interest of Parent and its Subsidiaries in such Well, but without regard to the effect of any royalties or other burdens on production.

APPENDIX A-118

Schedule A

Company Wells

[Omitted]

SCHEDULE A TO BUSINESS COMBINATION AGREEMENT

Exhibit A

Pre-Closing Reorganization

[Omitted]

EXHIBIT A TO BUSINESS COMBINATION AGREEMENT

Exhibit B

Form of Registration Rights Agreement

EXHIBIT B TO BUSINESS COMBINATION AGREEMENT

Exhibit B

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ⚫ ], 2022, is made and entered into by and among Centennial Resource Development, Inc., a Delaware corporation (the “Company”), Colgate Energy Partners III MidCo, LLC, a Delaware limited liability company and the sole member of Colgate (as defined below) (the “Company Unitholder”), and each of the parties designated by the Company Unitholder and listed on the signature pages hereto (each such party, as well as the Company Unitholder, a “Holder” and collectively, the “Holders”).

RECITALS

WHEREAS, the Company, Colgate Energy Partners III, LLC, a Delaware limited liability company (“Colgate”), Centennial Resource Production, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub”), and for the limited purposes set forth therein, the Company Unitholder, entered into that certain Business Combination Agreement, dated as May 19, 2022 (the “Business Combination Agreement”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Colgate (the “Merger”), with Merger Sub surviving the Merger as a subsidiary of the Company (the “Surviving Company”);

WHEREAS, in connection with the closing of the transactions contemplated by the Business Combination Agreement (the “Closing” and such date of closing, the “Closing Date”), among other things, the Holders will receive an aggregate of 269,300,000 shares of Class C common stock, par value $0.0001 per share, of the Company (“Class C Common Stock”) and 269,300,000 units of the Surviving Company (“Units”);

WHEREAS, each Unit is redeemable or exchangeable for one share of Class A common stock, par value $0.0001 per share, of the Company (“Class A Common Stock”) in accordance with the Sixth Amended and Restated Limited Liability Company Agreement of Merger Sub, dated as of the date hereof (the “Merger Sub LLCA”);

WHEREAS, in connection with, and effective upon, the closing of the transactions contemplated by the Business Combination Agreement the Company and each of the Holders have entered into this Agreement to set forth certain understandings among themselves with respect to, among other things, the registration of securities owned by the Holders; and

NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I DEFINITIONS

1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:

1

“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.

“Affiliate” means, with respect to a specified Person, each other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified; provided that no Holder shall be deemed an Affiliate of any other Holder by reason of an investment in, or holding of Common Stock (or securities convertible or exchangeable for shares of Common Stock) of, the Company. As used in this definition, “control” (including with correlative meanings, “controlled by” and “under common control with”) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of voting securities or by contract or other agreement).

“Agreement” shall have the meaning given in the Preamble.

“Blackout Period” shall have the meaning given in subsection 3.4.2.

“Block Trade” shall have the meaning given in subsection 2.4.5.

“Business Combination Agreement” shall have the meaning given in the Recitals hereto.

“Class A Common Stock” shall have the meaning given in the Recitals hereto.

“Class C Common Stock” shall have the meaning given in the Recitals hereto.

“Closing” shall have the meaning given in the Recitals hereto.

“Closing Date” shall have the meaning given in the Recitals hereto.

“Colgate” shall have the meaning given in the Preamble.

“Commission” shall mean the Securities and Exchange Commission.

“Common Stock” means the Class A Common Stock and the Class C Common Stock, collectively.

“Company” shall have the meaning given in the Preamble hereto.

“Company Unitholder” shall have the meaning given in the Preamble hereto.

2

“Exchange Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

“Existing Holders” shall mean the parties to the Existing Registration Rights Agreement, other than the Company.

“Existing Registration Rights Agreement” shall mean that certain Amended and Restated Registration Rights Agreement, dated as of October 11, 2016, by and among the Company and the Existing Holders.

“Holder” and “Holders” shall have the meaning set forth in the Preamble hereto.

“Initial Shelf Registration Statement” shall have the meaning given in subsection 2.1.1.

“Lock-Up Period” shall mean the period commencing on the Closing Date and ending on the six (6) month anniversary of the Closing Date.

“Lock-Up Securities” shall mean shares of Common Stock, Units (including the shares of Class A Common stock issuable upon the exchange of the Units in accordance with the Merger Sub LLCA) and any securities convertible into, exercisable for, exchangeable for or that represent the right to receive shares of Common Stock.

“Maximum Number of Securities” shall have the meaning given in subsection 2.2.2.

“Management Holders” means those member of management listed on Schedule I hereto.

“Member Distribution” shall have the meaning given in subsection 2.1.1.

“Merger” shall have the meaning given in the Recitals hereto.

“Merger Sub” shall have the meaning given in the Recitals hereto.

“Merger Sub LLCA” shall have the meaning given in the Recitals hereto.

“Minimum Takedown Threshold” shall have the meaning given in subsection 2.2.1.

“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus in the light of the circumstances under which they were made not misleading.

“NGP Holder” means, collectively, funds or investment vehicles associated with NGP Energy Capital Management, L.L.C. or any Affiliate thereof (including, for the avoidance of doubt, Luxe Energy LLC).

“Other Coordinated Offering” shall have the meaning given in subsection 2.4.5.

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“Pearl Holder” means, collectively, funds or investment vehicles associated with Pearl Energy Investments, L.P. or any Affiliate thereof.

“Permitted Transferees” shall mean, with respect to a Holder, a Person or entity to whom a Holder of Registrable Securities is permitted to Transfer such Registrable Securities prior to the expiration of the Lock-Up Period and any other applicable agreement between such Holder and the Company, and to any transferee thereafter.

“Person” means an individual or any corporation, partnership, limited liability company, trust, unincorporated organization, association, joint venture or any other organization or entity, whether or not a legal entity.

“Piggyback Underwritten Offering” shall have the meaning given in subsection 2.4.1.

“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Registrable Security” shall mean (a) the shares of Class A Common Stock issuable upon the redemption or exchange of the Units in accordance with the Merger Sub LLCA, (b) any outstanding share of Class A Common Stock or any other equity security (including the shares of Class A Common Stock issued or issuable upon the exercise of any other equity security) of the Company held by a Holder as of the date of this Agreement, and (c) any other equity security of the Company issued or issuable with respect to any such share of Class A Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; or (D) such securities have been sold pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission).

“Registration” shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registration Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:

(A) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any securities exchange on which the Class A Common Stock is then listed;

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(B) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);

(C) printing, messenger, telephone and delivery expenses;

(D) reasonable fees and disbursements of counsel for the Company; and

(E) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration.

“Registration Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

“Shelf” shall mean the Initial Shelf Registration Statement and any Subsequent Shelf Registration Statement, as the case may be.

“Shelf Registration” means a registration of securities pursuant to a registration statement filed with the SEC in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).

“Subsequent Shelf Registration Statement” shall have the meaning given in subsection 2.1.2.

“Suspension Period” shall have the meaning given in subsection 3.4.1.

“Transfer” shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.

“Underwritten Demand Holder” shall have the meaning given in subsection 2.2.1.

“Underwritten Offering” shall mean an offering in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public (which shall, for the avoidance of doubt, include any Underwritten Shelf Takedown).

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“Underwritten Offering Filing” means (a) with respect to an Underwritten Shelf Takedown, a preliminary prospectus supplement (or prospectus supplement if no preliminary prospectus supplement is used) to the Shelf relating to such Underwritten Shelf Takedown, and (b) with respect to a Piggyback Underwritten Offering, (i) a preliminary prospectus supplement (or prospectus supplement if no preliminary prospectus supplement is used) to an effective shelf Registration Statement (other than the Shelf) in which Registrable Securities could be included and the Holders could be named as selling security holders without the filing of a post-effective amendment thereto (other than a post-effective amendment that becomes effective upon filing) or (ii) a Registration Statement (other than the Shelf), in each case relating to such Piggyback Underwritten Offering.

“Underwritten Shelf Takedown” shall have the meaning given in subsection 2.2.1.

“Units” shall have the meaning given in the Recitals hereto.

ARTICLE II REGISTRATIONS

2.1 Shelf Registration.

2.1.1 Initial Shelf Registration. The Company shall as soon as reasonably practicable, but in any event within five (5) business days after the Closing Date, file with the Commission a Registration Statement for a Shelf Registration (the “Initial Shelf Registration Statement”) covering, subject to Section 3.3, the public resale of all of the Registrable Securities (determined as of the Closing) on a delayed or continuous basis and shall use its commercially reasonable efforts to cause such Initial Shelf Registration Statement to be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) on Form S-3. The Initial Shelf Registration Statement shall be on Form S-3 or, if Form S-3 is not then available to the Company, on Form S-1 or such other form of registration statement as is then available to effect a registration for resale of the Registrable Securities and shall contain a prospectus in such form as to permit the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein, including a distribution to, and resale by, the members, partners, stockholders or other equity holders of any Holder (a “Member Distribution”). Further, the Company shall, at the reasonable request of any Holder seeking to effect a Member Distribution, file any prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not included in the Initial Shelf Registration Statement, or revise such language if deemed reasonably necessary by any such Holder to effect any such Member Distribution. As soon as practicable following the effective date of the Initial Shelf Registration Statement, but in any event within three (3) business days of such date, the Company shall notify the Holders of the effectiveness of such Initial Shelf Registration Statement. When deemed effective, the Initial Shelf Registration Statement (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a Misstatement.

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2.1.2 Subsequent Shelf Registration. The Company shall maintain a Shelf for the benefit of the Holders in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstanding, the Company shall, subject to Section 3.3 and Section 3.4, use its commercially reasonable efforts to as promptly as reasonably practicable cause such Shelf to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf), including, if necessary, amending such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or filing an additional registration statement as a Shelf Registration (a “Subsequent Shelf Registration”) registering the resale of all Registrable Securities (determined as of two (2) business days prior to such filing), and pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. If a Subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration to become effective under the Securities Act as promptly as reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf Registration shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form. As soon as practicable following the effective date of any Subsequent Shelf Registration, but in any event within three (3) business days of such date, the Company shall notify the Holders of the effectiveness of such Subsequent Shelf Registration. When deemed effective, a Subsequent Shelf Registration (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a Misstatement.

2.2 Underwritten Shelf Takedown.

2.2.1 Underwritten Shelf Takedown Request. At any time and from time to time following the effectiveness of a Shelf pursuant to Section 2.1, any Holder (each, an “Underwritten Demand Holder”) may request to sell all or any portion of its or their Registrable Securities in an Underwritten Offering that is registered pursuant to such Shelf (each, an “Underwritten Shelf Takedown”); provided, in each case, that the Company shall be obligated to effect an Underwritten Shelf Takedown only if such offering shall include Registrable Securities proposed to be sold by the Holder(s) making such request with a total offering price reasonably expected to exceed, in the aggregate, the lesser of (a) $50,000,000 or (b) all remaining Registrable Securities held by the Holders (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten

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Offering. Within five (5) business days after receipt of a request for an Underwritten Shelf Takedown, the Company shall give written notice of the Underwritten Shelf Takedown to all other Holders of Registrable Securities and, subject to the provisions of subsection 2.2.2, the Company shall include in such Underwritten Shelf Takedown all Registrable Securities with respect to which the Company has received written requests for inclusion therein within five (5) business days after sending such notice to Holders. The Company and such Holders shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by such parties with the managing Underwriter or Underwriters selected by the Holders requesting such Underwritten Shelf Takedown (which managing Underwriter or Underwriters shall be subject to approval of the Company, which approval shall not be unreasonably withheld) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities in accordance with the terms of this Agreement. In connection with any Underwritten Shelf Takedown contemplated by this subsection 2.2.1, subject to subsection 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations as are customary in underwritten offerings of securities by the Company. Notwithstanding any other provision of this Agreement to the contrary, (i) no Holder may demand more than two (2) Underwritten Shelf Takedowns in the aggregate during any 12-month period, provided that this clause (i) shall not preclude the ability of any Holder to exercise their rights pursuant to section 2.4 hereof; (ii) the Company shall not be obligated to participate in more than seven (7) Underwritten Shelf Takedowns (the “Total Takedown Allocation”) in the aggregate, in each case, pursuant to this subsection 2.2.1 ; and (iii) notwithstanding anything to the contrary in this Agreement, the Company may effect an Underwritten Shelf Takedown pursuant to any then-effective Shelf that is then available for such offering. The Holders agree that each of the NGP Holder and Management Holders (such Management Holders, on a collective basis) shall be entitled to at least one (1) Underwritten Shelf Takedown request from the Total Takedown Allocation and the Pearl Holder shall be entitled to at least two (2) Underwritten Shelf Takedown requests from the Total Takedown Allocation.

2.2.2 Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Offering pursuant to an Underwritten Shelf Takedown, in good faith, advise the Company and the applicable Holders (if any) in writing that the dollar amount or number of Registrable Securities that any such Holders desire to sell, taken together with all other Class A Common Stock or other equity securities that the Company desires to sell and the Class A Common Stock, if any, as to which an Underwritten Offering has been requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows:

(a) first, the Registrable Securities of the Underwritten Demand Holders (pro rata based on the respective number of Registrable Securities that each such Underwritten Demand Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Underwritten Demand Holders have requested be included in such Underwritten Offering), that can be sold without exceeding the Maximum Number of Securities;

(b) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (a), the Registrable Securities of any other Holder (if any) (pro rata based on the respective number of Registrable Securities that each other Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Underwritten Demand Holders and such other Holders have requested be included in such Underwritten Offering) that can be sold without exceeding the Maximum Number of Securities;

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(c) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (a) and clause (b), the Class A Common Stock or other equity securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Securities; and

(d) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (a), clause (b) and clause (c), the Class A Common Stock or other equity securities of other Persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such Persons and that can be sold without exceeding the Maximum Number of Securities.

2.3 Withdrawal. An Underwritten Demand Holder shall have the right to withdraw all or any portion of its Registrable Securities included in an Underwritten Shelf Takedown pursuant to Section 2.2 for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters of its intention to so withdraw at any time prior to prior to the pricing of such Underwritten Offering; provided, however, that upon withdrawal of an amount of Registrable Securities that results in the remaining amount of Registrable Securities included in such Underwritten Shelf Takedown being less than the Minimum Takedown Threshold, the Company may cease all efforts to complete the Underwritten Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with an Underwritten Shelf Takedown prior to its withdrawal under this Section 2.3.

2.4 Piggyback Underwritten Offering.

2.4.1 Piggyback Rights. If the Company proposes to file an Underwritten Offering Filing for an Underwritten Offering of its own account or for the account of any other stockholders of the Company who have been granted registration rights (a “Piggyback Underwritten Offering”) then the Company shall give written notice of such proposed Piggyback Underwritten Offering to all of the Holders of Registrable Securities (other than any Holder of Registrable Securities who has previously requested in writing that the Company not provide it with notices of Piggyback Underwritten Offerings) as soon as practicable but not less than five (5) business days before the anticipated filing date of Underwritten Offering Filing, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice. Each Holder of Registrable Securities shall then have four (4) business days after the date on which such Holder received notice pursuant to this subsection 2.4.1 to request inclusion of Registrable Securities in the Piggyback Underwritten Offering (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and such other information as is reasonably required to effect the inclusion of such Registrable Securities). If no request for inclusion from a Holder is received within such period,

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such Holder shall have no further right to participate in such Piggyback Underwritten Offering. All such Holders proposing to distribute their Registrable Securities through a Piggyback Underwritten Offering under this subsection 2.4.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. The Company shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.4.1 to be included in a Piggyback Underwritten Offering on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof, including via a Member Distribution. The Company shall, at the reasonable request of any Holder seeking to effect a Member Distribution, file any prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not included in such registration statement, or revise such language if deemed reasonably necessary by any such Holder to effect any such Member Distribution.

2.4.2 Reduction of Piggyback Underwritten Offering. If the managing Underwriter or Underwriters in a Piggyback Underwritten Offering, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Underwritten Offering in writing that the dollar amount or number of the Class A Common Stock that the Company desires to sell, taken together with (i) the Class A Common Stock, if any, as to which participation in the Piggyback Underwritten Offering has been demanded pursuant to separate written contractual arrangements with Persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which participation has been requested pursuant to subsection 2.4.1 and (iii) the Class A Common Stock, if any, as to which participation has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:

(a) If the Piggyback Underwritten Offering is undertaken for the Company’s account, the Company shall include in any such Piggyback Underwritten Offering: (i) first, the Class A Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), (A) the Registrable Securities of Holders exercising their rights to include their Registrable Securities pursuant to subsection 2.4.1 and (B) the Class A Common Stock, if any, as to which participation has been requested pursuant to written contractual piggy-back registration rights of other stockholders (pro rata based on the respective number of Registrable Securities or shares of Class A Common Stock that each Holder or other stockholder of the Company has requested be included in such Piggyback Underwritten Offering and the aggregate number of Registrable Securities and Class A Common Stock that the Holders and other stockholders of the Company have requested be included in such Piggyback Underwritten Offering), which can be sold without exceeding the Maximum Number of Securities;

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(b) If the Piggyback Underwritten Offering is pursuant to a request by Persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Piggyback Underwritten Offering: (i) first, the Class A Common Stock or other equity securities, if any, of such requesting Persons or entities, other than the Holders of Registrable Securities, that can be sold without exceeding the Maximum Number of Securities; (ii) second, (A) the Registrable Securities of Holders exercising their rights to include their Registrable Securities pursuant to subsection 2.4.1 and (B) the Class A Common Stock, if any, as to which participation has been requested pursuant to written contractual piggy-back registration rights of other stockholders (pro rata based on the respective number of Registrable Securities or shares of Class A Common Stock that each Holder or other stockholder of the Company has requested be included in such Piggyback Underwritten Offering and the aggregate number of Registrable Securities and Class A Common Stock that the Holders and other stockholders of the Company have requested be included in such Piggyback Underwritten Offering); and (iii) third, the Class A Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities.

2.4.3 Piggyback Underwritten Offering Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw all or any portion of its Registrable Securities included in a Piggyback Underwritten Offering for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of such Holder’s intention to withdraw such Registrable Securities from such Piggyback Underwritten Offering prior to the pricing of such Underwritten Offering or Underwritten Shelf Takedown. The Company (whether on its own good faith determination or as the result of a request for withdrawal by Persons pursuant to separate written contractual obligations) may withdraw an Underwritten Offering Filing filed with the Commission in connection with a Piggyback Underwritten Offering at any time prior to the pricing of such Piggyback Underwritten Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Underwritten Offering prior to its withdrawal under this subsection 2.4.3.

2.4.4 Unlimited Piggyback Underwritten Offerings. For purposes of clarity, any Piggyback Underwritten Offering effected pursuant to this Section 2.4 shall not be counted as an Underwritten Shelf Takedown effected under Section 2.2.

2.4.5 Block Trades; Other Coordinated Offerings.

(a) Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective shelf registration statement is on file with the Commission, if a Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) consisting of Registrable Securities (x) with a total offering price reasonably expected to exceed the lesser of $25,000,000 or (y) representing all remaining Registrable Securities held by the Holders or (b) an “at the market” or similar non-marketed, non-underwritten registered offering through a broker, sales agent or distribution agent, whether as agent or principal, which shall not require the delivery of any comfort letters, execution of an underwriting agreement or the conducting of any underwriter due diligence (an “Other Coordinated Offering”), then such Holder only needs to notify the Company of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as

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possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering, including, (a) in the event of a Block Trade, the delivery of customary comfort letters, customary legal opinions and customary underwriter due diligence, subject to receipt by the Company, its auditors and legal counsel of representation and documentation by such persons to permit the delivery of such comfort letter and legal opinions and (b) in the event of an Other Coordinated Offering, the provision of any customary “legend removal” legal opinions in accordance with Section 5.2.

(b) Prior to the pricing of any Block Trade or Other Coordinated Offering, the Holders initiating such Block Trade or Other Coordinated Offering shall have the right to submit notice to the Company, the Underwriter or Underwriters (if any) and any brokers, sale agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this Section 2.4.5.

(c) Notwithstanding anything to the contrary in this Agreement, Section 2.4 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to this Agreement.

(d) The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and any brokers, sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks).

(e) For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.4.5 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.2.1 hereof.

ARTICLE III COMPANY PROCEDURES

3.1 General Procedures. Whenever required under Section 2.1 to use commercially reasonable efforts to effect the registration of any Registrable Securities, the Company shall:

3.1.1 as expeditiously as possible, subject to the other provisions of this Agreement, prepare and file a Registration Statement with respect to such Registrable Securities and use commercially reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement have been sold;

3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be requested by the Holders or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;

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3.1.3 prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and one legal counsel to such Holders, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the one legal counsel for such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;

3.1.4 prior to any public offering of Registrable Securities, use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

3.1.5 use its reasonable best efforts to cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;

3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

3.1.8 at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus, furnish a copy thereof to each seller of such Registrable Securities or one counsel on behalf of such sellers;

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3.1.9 promptly notify the Holders in writing at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4;

3.1.10 permit a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such Person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however, that such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;

3.1.11 obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration (subject to such broker, placement agent or sales agent providing such certification or representation reasonably requested by the Company’s independent registered public accountants and the Company’s counsel) in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;

3.1.12 on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, the broker, placement agents, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to a majority-in-interest of the participating Holders;

3.1.13 in the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration, enter into and perform its obligations under an underwriting or other purchase or sales agreement, in usual and customary form, with the managing Underwriter or the broker, placement agent or sales agent of such offering or sale;

3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission);

3.1.15 if an Underwritten Offering is expected to yield gross proceeds of at least $50,000,000, use its commercially reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in such Underwritten Offering; and

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3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration.

3.2 Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.

3.3 Requirements for Participation in Underwritten Offerings. No Person may participate in any Underwritten Offering for equity securities of the Company unless such Person (i) agrees to sell such Person’s equity securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.

3.4 Suspension of Sales; Adverse Disclosure.

3.4.1 Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed (any such period, a “Suspension Period”).

3.4.2 If the filing, initial effectiveness or continued use of (including in connection with any Underwritten Offering) a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, then the Company may, upon giving prompt written notice to the Holders, delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering), such Registration Statement for the shortest period of time, but in no event more than ninety (90) days, determined in good faith by the Company to be necessary for such purpose (any such period, a “Blackout Period”). In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities.

3.4.3 The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4. Notwithstanding anything to the contrary in this Section 3.4, in no event shall any Blackout Periods and any Suspension Periods continue for more than one hundred and twenty (120) days in the aggregate during any 365-day period.

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3.5 Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings (the delivery of which will be satisfied by the Company’s filing of such reports on the Commission’s EDGAR system). The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of Class A Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions.

ARTICLE IV INDEMNIFICATION AND CONTRIBUTION

4.1 Indemnification.

4.1.1 The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each Person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each Person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.

4.1.2 In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each Person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.

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4.1.3 Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) 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, 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 shall 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 for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

4.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.

4.1.5 If the indemnification provided under Section 4.1 from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and

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indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.

ARTICLE V MISCELLANEOUS

5.1 Transfer Restrictions.

5.1.1 Except as permitted by subsection 5.1.2, during the Lock-Up Period, no Holder shall Transfer any Lock-Up Securities beneficially owned or owned of record by such Holder (including securities held as a custodian).

5.1.2 Notwithstanding the provisions set forth in subsection 5.1.1, Transfers of Lock-Up Securities are permitted (i) as a bona fide gift or charitable contribution; (ii) to a trust, or other entity formed for estate planning purposes for the primary benefit of the spouse, domestic partner, parent, sibling, child or grandchild of such Holder of Lock-Up Securities or any other person with whom such Holder has a relationship by blood, marriage or adoption not more remote than first cousin; (iii) by will or intestate succession upon the death of the Holder; (iv) pursuant to a qualified domestic order, court order or in connection with a divorce settlement; (v) if such Holder is a corporation, partnership (whether general, limited or otherwise), limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that controls, is controlled by or is under common control or management with the Holder (including, but not limited to, any Member Distribution), or (B) to partners, limited liability company members, or stockholders of the Holder, including, for the avoidance of doubt, where the Holder is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership; (C) by virtue of the laws of the state or jurisdiction of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; (vi) pursuant to transactions in the event of completion of a liquidation, merger, consolidation, stock exchange, reorganization, tender offer or other similar transaction which results in all of the Company’s security holders having the right to exchange their shares of Class A Common Stock for cash, securities or other property; or (vii) in connection with the grant and maintenance of a bona fide lien, security interest, pledge or other similar encumbrance to a nationally or internationally recognized financial institution with assets of not less than $10 billion in connection with a loan; provided that (A) the Holder shall provide the Company prior written notice informing them of any public filing, report or announcement made by or on behalf of the Holder with respect thereto and (B) any grant and maintenance of a bona fide lien, security interest, pledge or other similar encumbrance under this clause (x) shall not (1) be in violation of the Insider Trading and Regulation FD Policy of the Company or (2) permit an exercise on the Class A Common Stock serving as collateral in the event of default; provided, however, that in the case of clauses (i) through (vii), such Permitted Transferees, to the extent not already party hereto, must enter into a written agreement agreeing to be bound by the restrictions in this Section 5.1.

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5.1.3 Each Holder hereby represents and warrants that it now has and, except as contemplated by this subsection 5.1.3, for the duration of the Lock-Up Period will have good and marketable title to its Lock-Up Securities, free and clear of all liens, encumbrances, and claims that could impact the ability of such Holder to comply with the foregoing restrictions. Each Holder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Lock-Up Securities during the Lock-Up Period.

5.2 Removal of Legends. The legend on any Registrable Securities covered by this Agreement shall be removed if (i) such Registrable Securities are sold pursuant to an effective registration statement, (ii) (A) a registration statement covering the resale of such Registrable Securities is effective under the Securities Act and the applicable holder of such Registrable Securities delivers to the Company a representation letter agreeing that such Registrable Securities will be sold under such effective registration statement, or (B) six (6) months after Closing, such Holder has held such Registrable Securities for at least six months and is not, and has not been in the preceding three (3) months, an Affiliate of the Company (as defined in Rule 144 under the Securities Act), and such Holder or Permitted Transferee provides to the Company any other information the Company deems reasonably necessary to deliver to the transfer agent an instruction to so remove such legend, (iii) such Registrable Securities may be sold by the holder thereof free of restrictions pursuant to Rule 144(b) under the Securities Act or (iv) such Registrable Securities are being sold, assigned or otherwise transferred pursuant to Rule 144 under the Securities Act; provided, that with respect to clause (ii)(A), (iii) or (iv) above, the Holder of such Registrable Securities has provided all necessary documentation and evidence (which may include an opinion of counsel) as may reasonably be required by the Company to confirm that the legend may be removed under applicable securities law. The Company shall cooperate with the applicable Holder of Registrable securities to effect removal of the legend on such shares pursuant to this Section 5.2 as soon as reasonably practicable after delivery of notice from such holder that the conditions to removal are satisfied (together with any documentation required to be delivered by such holder pursuant to the immediately preceding sentence). The Company shall bear all direct costs and expenses associated with the removal of a legend pursuant to this Section 5.2.

5.3 Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy, telegram or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: Centennial Resource Development, Inc., 1001 Seventeenth Street, Suite 1800,

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Denver, Colorado 80202, Attention: Davis O’Connor and Chad MacDonald; Email: Davis.OConnor@cdevinc.com; Chad.MacDonald@cdevinc.com, with copies to (which shall not constitute notice) Ryan J. Maierson and John M. Greer, Latham & Watkins LLP, 811 Main Street, Suite 3700, Houston, Texas 7702; Email: ryan.maierson@lw.com; john.greer@lw.com and, if to any Holder, to the email and physical addresses set forth on Schedule I, with a copies to (which shall not constitute notice) Sean Wheeler, P.C. and Debbie Yee, P.C., Kirkland & Ellis LLP 609 Main Street #4700 Houston, TX 77002; Email: sean.wheeler@kirkland.com; debbie.yee@kirkland.com. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective promptly after delivery of such notice as provided in this Section 5.3.

5.4 Assignment; No Third Party Beneficiaries.

5.4.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.

5.4.2 Prior to the expiration of the Lock-Up Period, no Existing Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee.

5.4.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees.

5.4.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and this Section 5.4.

5.4.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.3 and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.4 shall be null and void.

5.5 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced. Signatures to this Agreement transmitted by electronic mail in .pdf form, or by any other electronic means designed to preserve the original graphic and pictorial appearance of a document (including DocuSign), will be deemed to have the same effect as physical delivery of the paper document bearing the original signatures. No party shall be bound until such time as all of the Parties have executed counterparts of this Agreement.

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5.6 Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION.

5.7 Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority-in-interest of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, (i) any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected and (ii) any amendment hereto or waiver hereof that adversely affects a Holder, solely in its capacity as a Holder, in a manner that is materially different from the other Holders, shall require the consent of the Holders of a majority-in-interest of the then-outstanding number of Registrable Securities held by the Holders. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

5.8 Other Registration Rights. Other than pursuant to the terms of the Existing Registration Rights Agreement, the Company represents and warrants that no Person, other than a Holder of Registrable Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person. The Company (i) represents and warrants that the Existing Registration Rights Agreement has not been amended in any manner since its applicable effective date and (ii) shall not amend the Existing Registration Rights Agreement in any manner that would provide to any party thereto registration rights superior to the rights of the Holders set forth herein unless the Company amends this Agreement to provide substantially similar rights to the Holders. The Company further represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions among the parties hereto and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

Further, the Company shall not, without the prior written consent of Holders of a majority of the Registrable Securities under this Agreement, enter into any agreement with any current or future holder of any securities of the Company that would allow such current or future holder to require the Company to include securities in any registration statement filed by the Company for other Holders on a basis other than expressly subordinate to the rights of the Holders of Registrable Securities hereunder.

5.9 Term. This Agreement shall terminate upon the earlier of (a) the tenth anniversary of the date of this Agreement and (b) the date as of which the aggregate beneficial ownership of the Holders is less than 5% of the Registrable Securities in existence as the date hereof.

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[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

[Signature Page to Registration Rights Agreement]

[Signature Page to Registration Rights Agreement]

Schedule I

[ ⚫ ]

Schedule I

Exhibit C

Form of A&R Parent Charter

EXHIBIT C TO BUSINESS COMBINATION AGREEMENT

Final Form

FOURTH AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

CENTENNIAL RESOURCE DEVELOPMENT, INC.

[ ⚫ ], 2022

Centennial Resource Development, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:

1. The name of the Corporation is “Centennial Resource Development, Inc.”

2. The original Certificate of Incorporation of the Corporation (f/k/a Rockstream Corp.) was filed with the Secretary of State of the State of Delaware on November 4, 2015 (the “Original Certificate”). A Certificate of Amendment to the Original Certificate was filed with the Secretary of State of the State of Delaware on November 12, 2015 to change the name of the Corporation to Silver Run Acquisition Corporation (together with the Original Certificate, the “Amended Certificate”).

3. An Amended and Restated Certificate of Incorporation, which amended and restated the Amended Certificate in its entirety, was filed with the Secretary of State of the State of Delaware on February 23, 2016 (the “Amended and Restated Certificate”).

4. A Second Amended and Restated Certificate of Incorporation (the “Second Amended and Restated Certificate”), which amended and restated the Amended and Restated Certificate in its entirety and reflected a name change of the Corporation to Centennial Resource Development, Inc., was filed with the Secretary of State of the State of Delaware on October 11, 2016.

5. A Third Amended and Restated Certificate of Incorporation (the “Third Amended and Restated Certificate”), which amended and restated the Second Amended and Restated Certificate in its entirety, was filed with the Secretary of State of the State of Delaware on May 1, 2019.

6. This Fourth Amended and Restated Certificate of Incorporation (the “Fourth Amended and Restated Certificate”), which amends and restates the Third Amended and Restated Certificate in its entirety, was duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware, as amended from time to time (the “DGCL”), and by the Corporation’s stockholders in accordance with Section 212 of the DGCL.

7. This Fourth Amended and Restated Certificate shall become effective upon filing with the Secretary of State of the State of Delaware.

8. The text of the Third Amended and Restated Certificate is hereby amended and restated in its entirety to read as follows:

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ARTICLE I.

NAME

The name of the corporation is [ ⚫ ].

ARTICLE II.

PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

ARTICLE III.

REGISTERED AGENT

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, State of Delaware, 19801, and the name of the Corporation’s registered agent at such address is The Corporation Trust Company.

ARTICLE IV.

CAPITALIZATION

Section 4.1 Authorized Capital Stock. The total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which the Corporation is authorized to issue is [ ⚫ ] shares, consisting of (a) [ ⚫ ] shares of common stock (the “Common Stock”), consisting of (i) [ ⚫ ] shares of Class A Common Stock (the “Class A Common Stock”), and (ii) [ ⚫ ] shares of Class C Common Stock (the “Class C Common Stock”), and (b) [ ⚫ ] shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”).

Section 4.2 Preferred Stock. The Board of Directors of the Corporation (the “Board”) is hereby expressly authorized to provide out of the unissued shares of the Preferred Stock for one or more series of Preferred Stock and to establish from time to time the number of shares to be included in each such series and to fix the voting rights, if any, designations, powers, preferences and relative, participating, optional, special and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof, as shall be stated in the resolution or resolutions adopted by the Board providing for the issuance of such series and included in a certificate of designation (a “Preferred Stock Designation”) filed pursuant to the DGCL, and the Board is hereby expressly vested with the authority to the full extent provided by law, now or hereafter, to adopt any such resolution or resolutions.

Section 4.3 Common Stock.

(a) Voting.

(i) Except as otherwise required by law or this Fourth Amended and Restated Certificate (including any Preferred Stock Designation), the holders of the Common Stock shall exclusively possess all voting power with respect to the Corporation.

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(ii) Except as otherwise required by law or this Fourth Amended and Restated Certificate (including any Preferred Stock Designation), the holders of shares of Common Stock shall be entitled to one vote for each such share on each matter properly submitted to the stockholders on which the holders of the Common Stock are entitled to vote.

(iii) Except as otherwise required by law or this Fourth Amended and Restated Certificate (including any Preferred Stock Designation), at any annual or special meeting of the stockholders of the Corporation, holders of the Class A Common Stock and holders of the Class C Common Stock, voting together as a single class, shall have the exclusive right to vote for the election of directors and on all other matters properly submitted to a vote of the stockholders. Notwithstanding the foregoing, except as otherwise required by law or this Fourth Amended and Restated Certificate (including any Preferred Stock Designation), holders of shares of any series of Common Stock shall not be entitled to vote on any amendment to this Fourth Amended and Restated Certificate (including any amendment to any Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of Preferred Stock or other series of Common Stock if the holders of such affected series of Preferred Stock or Common Stock, as applicable, are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Fourth Amended and Restated Certificate (including any Preferred Stock Designation) or the DGCL.

(b) Class C Common Stock.

(i) Permitted Owners. Shares of Class C Common Stock may be issued only to, and registered in the name of, the Permitted Class C Owners (as defined below). As used in this Fourth Amended and Restated Certificate, (i) “Permitted Class C Owners” means the “Members” as defined in the LLC Agreement (as defined below) and (ii) “Common Unit” means a membership interest in Centennial Resource Production, LLC, a Delaware limited liability company or any successor entities thereto (the “LLC”), authorized and issued under its Sixth Amended and Restated Limited Liability Company Agreement, dated as of [ ⚫ ], as such agreement may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time (the “LLC Agreement”), and constituting a “Common Unit” as defined in the LLC Agreement as in effect as of the effective time of this Fourth Amended and Restated Certificate.

(ii) Voting. Except as otherwise required by law or this Fourth Amended and Restated Certificate (including any Preferred Stock Designation), for so long as any shares of Class C Common Stock shall remain outstanding, the Corporation shall not, without the prior vote or written consent of the holders of a majority of the shares of Class C Common Stock then outstanding, voting separately as a single class, amend, alter or repeal any provision of this Fourth Amended and Restated Certificate, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other special rights of the Class C Common Stock. Any action required or permitted to be taken at any meeting of the holders of Class C Common Stock may be taken 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 holders of the outstanding Class C Common Stock having not less

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than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of Class C Common Stock were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which minutes of proceedings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand, or by certified or registered mail, return receipt requested. Prompt written notice of the taking of corporate action without a meeting by less than unanimous written consent of the holders of Class C Common Stock shall, to the extent required by law, be given to those holders of Class C Common Stock who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders of Class C Common Stock to take the action were delivered to the Corporation.

(iii) Dividends. Notwithstanding anything to the contrary in this Fourth Amended and Restated Certificate, other than as set forth in Section 4.3(d), dividends shall not be declared or paid on the Class C Common Stock.

(iv) Transfer of Class C Common Stock

(1) A Permitted Class C Owner may surrender shares of Class C Common Stock to the Corporation for no consideration at any time. Following the surrender of any shares of Class C Common Stock to the Corporation, the Corporation will take all actions necessary to retire such shares and such shares shall not be re-issued by the Corporation.

(2) A Permitted Class C Owner may transfer shares of Class C Common Stock to any transferee (other than the Corporation) only if, and only to the extent permitted by the LLC Agreement, such holder also simultaneously transfers an equal number of such holder’s Common Units to such transferee in compliance with the LLC Agreement. The transfer restrictions described in this Section 4.3(b)(iv)(2) are referred to as the “Restrictions.”

(3) Any purported transfer of shares of Class C Common Stock in violation of the Restrictions shall be null and void. If, notwithstanding the Restrictions, a person shall, voluntarily or involuntarily, purportedly become or attempt to become, the purported owner (“Purported Owner”) of shares of Class C Common Stock in violation of the Restrictions, then the Purported Owner shall not obtain any rights in and to such shares of Class C Common Stock (the “Restricted Shares”), and the purported transfer of the Restricted Shares to the Purported Owner shall not be recognized by the Corporation’s transfer agent (the “Transfer Agent”).

(4) Upon a determination by the Board that a person has attempted or may attempt to transfer or to acquire Restricted Shares in violation of the Restrictions, the Board may take such action as it deems advisable to refuse to give effect to such transfer or acquisition on the books and records of the Corporation, including without limitation to cause the Transfer Agent to record the Purported Owner’s transferor as the record owner of the Restricted Shares, and to institute proceedings to enjoin or rescind any such transfer or acquisition.

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(5) The Board may, to the extent permitted by law, from time to time establish, modify, amend or rescind, by bylaw or otherwise, regulations and procedures that are consistent with the provisions of this Section 4.3(b)(iv) for determining whether any transfer or acquisition of shares of Class C Common Stock would violate the Restrictions and for the orderly application, administration and implementation of the provisions of this Section 4.3(b)(iv). Any such procedures and regulations shall be kept on file with the Secretary of the Corporation and with its Transfer Agent and shall be made available for inspection by any prospective transferee and, upon written request, shall be mailed to holders of shares of Class C Common Stock.

(6) The Board shall have all powers necessary to implement the Restrictions, including without limitation the power to prohibit the transfer of any shares of Class C Common Stock in violation thereof.

(v) Issuance of Class A Common Stock Upon Redemption; Cancellation of Class C Common Stock.

(1) To the extent that any Permitted Class C Owner exercises its rights pursuant to the LLC Agreement to have its Common Units redeemed by the LLC in accordance with the LLC Agreement, then simultaneous with the payment of the consideration due under the LLC Agreement to such Permitted Class C Owner, the Corporation shall cancel for no consideration a number of shares of Class C Common Stock registered in the name of the redeeming or exchanging Permitted Class C Owner equal to the number of Common Units held by such Permitted Class C Owner that are redeemed or exchanged in such redemption or exchange transaction. The Corporation will at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of issuance upon redemption of the Common Units for Class A Common Stock pursuant to the LLC Agreement, such number of shares of Class A Common Stock that shall be issuable upon any such redemption pursuant to the LLC Agreement; provided that nothing contained herein shall be construed to preclude the Corporation from satisfying its obligations in respect of any such redemption of Common Units pursuant to the LLC Agreement by delivering to the holder of Common Units upon such redemption cash in lieu of shares of Class A Common Stock in the amount permitted by and provided in the LLC Agreement. All shares of Class A Common Stock that shall be issued upon any such redemption will, upon issuance in accordance with the LLC Agreement, be validly issued, fully paid and nonassessable.

(2) Notwithstanding the Restrictions, (A) in the event that an outstanding share of Class C Common Stock shall cease to be held by a registered holder of Common Units, such share of Class C Common Stock shall automatically and without further action on the part of the Corporation or any Permitted Class C Owner be cancelled for no consideration, and the Corporation will take all actions necessary to retire such share and such share shall not be re-issued by the Corporation, (B) in the event that one or more of the Common Units held by a Permitted Class C Owner ceases to be held by such holder

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(other than as a result of a transfer of one or more Common Units together with an equal number of shares of Class C Common Stock as permitted by the LLC Agreement), a corresponding number of shares of Class C Common Stock registered in the name of such holder shall automatically and without further action on the part of the Corporation or such holder be cancelled for no consideration, and the Corporation will take all actions necessary to retire such shares and such shares shall not be re-issued by the Corporation and (C) in the event that no Permitted Class C Owner owns any Common Units that are redeemable pursuant to the LLC Agreement, then all shares of Class C Common Stock will be cancelled for no consideration, and the Corporation will take all actions necessary to retire such shares and such shares shall not be re-issued by the Corporation.

(vi) Restrictive Legend. All certificates or book entries representing shares of Class C Common Stock, as the case may be, shall bear a legend substantially in the following form (or in such other form as the Board may determine):

THE SECURITIES REPRESENTED BY THIS [CERTIFICATE][BOOK ENTRY] ARE SUBJECT TO THE RESTRICTIONS (INCLUDING RESTRICTIONS ON TRANSFER) SET FORTH IN THE FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF [ ⚫ ] (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE CORPORATION AND SHALL BE PROVIDED FREE OF CHARGE TO ANY STOCKHOLDER MAKING A REQUEST THEREFOR).

(vii) Amendment. At any time when there are no longer any shares of Class C Common Stock outstanding, this Fourth Amended and Restated Certificate automatically shall be deemed amended to delete this Section 4.3(b).

(viii) Liquidation, Dissolution or Winding Up of the Corporation. The holders of Class C Common Stock shall not be entitled to receive any assets of the Corporation in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation.

(c) Dividends. Subject to applicable law and the rights, if any, of the holders of any outstanding series of the Preferred Stock, the holders of shares of Common Stock (other than holders of shares of Class C Common Stock) shall be entitled to receive such dividends and other distributions (payable in cash, property or capital stock of the Corporation) when, as and if declared thereon by the Board from time to time out of any assets or funds of the Corporation legally available therefor and shall share equally on a per share basis in such dividends and distributions.

(d) Class A Common Stock and Class C Common Stock. In no event shall the shares of either Class A Common Stock or Class C Common Stock be split, divided, or combined (including by way of stock dividend) unless the outstanding shares of the other class shall be proportionately split, divided or combined.

(e) Liquidation, Dissolution or Winding Up of the Corporation. Subject to applicable law, and the rights, if any, of the holders of any outstanding series of the Preferred Stock, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation, the

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holders of shares of Common Stock (other than holders of shares of Class C Common Stock) shall be entitled to receive all the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of Common Stock (other than shares of Class C Common Stock) held by them.

Section 4.4 Rights and Options. The Corporation has the authority to create and issue rights, warrants and options entitling the holders thereof to acquire from the Corporation any shares of its capital stock of any class or classes, with such rights, warrants and options to be evidenced by or in instrument(s) approved by the Board. The Board is empowered to set the exercise price, duration, times for exercise and other terms and conditions of such rights, warrants or options; provided, however, that the consideration to be received for any shares of capital stock issuable upon exercise thereof may not be less than the par value thereof.

ARTICLE V.

BOARD OF DIRECTORS

Section 5.1 Board Powers. The business and affairs of the Corporation shall be managed by, or under the direction of, the Board. In addition to the powers and authority expressly conferred upon the Board by statute, this Fourth Amended and Restated Certificate or the Second Amended and Restated Bylaws of the Corporation (“Bylaws”), the Board is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, this Fourth Amended and Restated Certificate, and any Bylaws adopted by the stockholders; provided, however, that no Bylaws hereafter adopted by the stockholders shall invalidate any prior act of the Board that would have been valid if such Bylaws had not been adopted.

Section 5.2 Number, Election and Term.

(a) The number of directors of the Corporation, shall be fixed from time to time in the manner provided in the Bylaws.

(b) Subject to Section 5.5, the Board shall be divided into three classes, as nearly equal in number as possible and designated Class I, Class II and Class III. The Board is authorized to assign members of the Board already in office to Class I, Class II or Class III. The term of the initial Class I Directors shall expire at the first annual meeting of the stockholders of the Corporation following the effectiveness of this Fourth Amended and Restated Certificate; the term of the initial Class II Directors shall expire at the second annual meeting of the stockholders of the Corporation following the effectiveness of this Fourth Amended and Restated Certificate; and the term of the initial Class III Directors shall expire at the third annual meeting of the stockholders of the Corporation following the effectiveness of this Fourth Amended and Restated Certificate. At each succeeding annual meeting of the stockholders of the Corporation, beginning with the first annual meeting of the stockholders of the Corporation following the effectiveness of this Fourth Amended and Restated Certificate, successors to the class of directors whose term expires at that annual meeting shall be elected for a three-year term or until the election and qualification of their respective successors in office, subject to their earlier death, resignation or removal. Subject to Section 5.5, if the number of directors is changed, any increase or decrease shall be apportioned by the Board among the classes so as to maintain the number of directors in each class as nearly

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equal as possible, but in no case shall a decrease in the number of directors shorten the term of any incumbent director. The Board is hereby expressly authorized, by resolution or resolutions thereof, to assign members of the Board already in office to the aforesaid classes at the time this Fourth Amended and Restated Certificate (and therefore such classification) becomes effective in accordance with the DGCL.

(c) Subject to Section 5.5, a director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.

(d) Unless and except to the extent that the Bylaws shall so require, the election of directors need not be by written ballot.

(e) Except as otherwise required by law or this Fourth Amended and Restated Certificate (including any Preferred Stock Designation), at all duly called or convened meetings of stockholders, at which a quorum is present, a nominee for director shall be elected to the Board if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election (with any abstentions or broker non-votes not counted as a vote cast either for or against that nominee’s election); provided, however, that a plurality of the votes cast shall be sufficient to elect a director at any duly called or convened meeting of stockholders, at which a quorum is present, if the Secretary of the Corporation determines that the number of nominees exceeds the number of directors to be elected as of the record date for such meeting. If directors are to be elected by a plurality of the votes cast, stockholders shall not be permitted to vote against a nominee.

Section 5.3 Newly Created Directorships and Vacancies. Subject to Section 5.5, newly created directorships resulting from an increase in the number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders), and any director so chosen shall hold office for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal. In the event of a vacancy on the Board, the remaining directors, except as otherwise provided by law, shall exercise the powers of the full Board until the vacancy is filled.

Section 5.4 Removal. Subject to Section 5.5, any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

Section 5.5 Preferred Stock—Directors. Notwithstanding any other provision of this Article V, and except as otherwise required by law, whenever the holders of one or more series of the Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in this Fourth Amended and Restated Certificate (including any Preferred Stock Designation) and such directors shall not be included in any of the classes created pursuant to this Article V unless expressly provided by such terms.

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ARTICLE VI.

BYLAWS

In furtherance and not in limitation of the powers conferred upon it by law, the Board shall have the power and is expressly authorized to adopt, amend, alter or repeal the Bylaws. The affirmative vote of a majority of the Board shall be required to adopt, amend, alter or repeal the Bylaws. The Bylaws also may be adopted, amended, altered or repealed by the stockholders; provided, however, that in addition to any vote of the holders of any class or series of capital stock of the Corporation required by law or by this Fourth Amended and Restated Certificate (including any Preferred Stock Designation), the affirmative vote of the holders of at least a majority of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to adopt, amend, alter or repeal the Bylaws; and provided further, however, that no Bylaws hereafter adopted by the stockholders shall invalidate any prior act of the Board that would have been valid if such Bylaws had not been adopted.

ARTICLE VII.

MEETINGS OF STOCKHOLDERS;

ACTION BY WRITTEN CONSENT

Section 7.1 Meetings. Subject to the rights, if any, of the holders of any outstanding series of the Preferred Stock, and to the requirements of applicable law, special meetings of stockholders of the Corporation may be called only by the Chairman of the Board, Chief Executive Officer of the Corporation, or the Board pursuant to a resolution adopted by a majority of the Board, and the ability of the stockholders to call a special meeting is hereby specifically denied. Except as provided in the foregoing sentence, special meetings of stockholders may not be called by another person or persons.

Section 7.2 Advance Notice. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws.

Section 7.3 Action by Written Consent. Except as may be otherwise provided for or fixed pursuant to this Fourth Amended and Restated Certificate (including any Preferred Stock Designation) relating to the rights of the holders of any outstanding series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders; provided, however, prior to the first date on which investment funds affiliated with Riverstone Energy Investments, Pearl Energy Investments and NGP Energy Capital and their respective successors and affiliates cease collectively to have beneficial ownership (directly or indirectly) of more than 50% of the outstanding shares of Common Stock, any action required or permitted to be taken by the stockholders of the Corporation that is approved in advance

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by the Board may be effected without a meeting, without prior notice and without a vote of stockholders, if a consent or consents in writing, setting forth the action so taken, is or are signed by the holders of outstanding shares of Common Stock 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 shares entitled to vote thereon were present and voted.

ARTICLE VIII.

LIMITED LIABILITY; INDEMNIFICATION

Section 8.1 Limitation of Director Liability. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended unless they violated their duty of loyalty to the Corporation or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived improper personal benefit from their actions as directors. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

Section 8.2 Indemnification and Advancement of Expenses.

(a) To the fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the Corporation shall indemnify and hold harmless each person who is or was 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 she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred by such indemnitee in connection with such proceeding. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by an indemnitee in defending or otherwise participating in any proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking, by or on behalf of the indemnitee, to repay all amounts so advanced if it shall ultimately be determined that the indemnitee is not entitled to be indemnified under this Section 8.2 or otherwise. The rights to indemnification and advancement of expenses conferred by this Section 8.2 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators. Notwithstanding the foregoing provisions of this Section 8.2(a), except for proceedings to enforce rights to indemnification and advancement of expenses, the Corporation shall indemnify and advance expenses to an indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board.

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(b) The rights to indemnification and advancement of expenses conferred on any indemnitee by this Section 8.2 shall not be exclusive of any other rights that any indemnitee may have or hereafter acquire under law, this Fourth Amended and Restated Certificate, the Bylaws, an agreement, vote of stockholders or disinterested directors, or otherwise.

(c) Any repeal or amendment of this Section 8.2 by the stockholders of the Corporation or by changes in law, or the adoption of any other provision of this Fourth Amended and Restated Certificate inconsistent with this Section 8.2, shall, unless otherwise required by law, be prospective only (except to the extent such amendment or change in law permits the Corporation to provide broader indemnification rights on a retroactive basis than permitted prior thereto), and shall not in any way diminish or adversely affect any right or protection existing at the time of such repeal or amendment or adoption of such inconsistent provision in respect of any proceeding (regardless of when such proceeding is first threatened, commenced or completed) arising out of, or related to, any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision.

(d) This Section 8.2 shall not limit the right of the Corporation, to the extent and in the manner authorized or permitted by law, to indemnify and to advance expenses to persons other than indemnitees.

ARTICLE IX.

CORPORATE OPPORTUNITY

The doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to the Corporation or any of its officers or directors, or any of their respective affiliates, in circumstances where the application of any such doctrine would conflict with any fiduciary duties or contractual obligations they may have as of the date of this Fourth Amended and Restated Certificate or in the future. In addition to the foregoing, the doctrine of corporate opportunity shall not apply to any other corporate opportunity with respect to any of the directors or officers of the Corporation unless such corporate opportunity is offered to such person solely in his or her capacity as a director or officer of the Corporation and such opportunity is one the Corporation is legally and contractually permitted to undertake and would otherwise be reasonable for the Corporation to pursue.

ARTICLE X.

AMENDMENT OF THIS FOURTH AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Fourth Amended and Restated Certificate (including any Preferred Stock Designation), and other provisions authorized by the laws of the State of Delaware at the time in force that may be added or inserted, in the manner now or hereafter prescribed by this Fourth Amended and Restated Certificate and the DGCL; and, except as set forth in Article VIII, all rights, preferences and privileges of whatever nature herein conferred upon stockholders, directors or any other persons by and pursuant to this Fourth Amended and Restated Certificate in its present form or as hereafter amended are granted subject to the right reserved in this Article X.

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ARTICLE XI.

EXCLUSIVE JURISDICTION FOR CERTAIN ACTIONS

Unless the Corporation consents in writing to the selection of an alternative forum, (a) the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action, suit or proceeding brought on behalf of the Corporation, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer or stockholder of the Corporation to the Corporation or to the Corporation’s stockholders, (iii) any action, suit or proceeding arising pursuant to any provision of the DGCL or the bylaws of the Corporation or this Fourth Amended and Restated Certificate (as either may be amended from time to time) or (iv) any action, suit or proceeding asserting a claim against the Corporation governed by the internal affairs doctrine; and (b) subject to the preceding provisions of this Article XI, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause or causes of action arising under the Securities Act of 1933, as amended, including all causes of action asserted against any defendant to such complaint. If any action the subject matter of which is within the scope of clause (a) of the immediately preceding sentence is filed in a court other than the courts in the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce the provisions of clause (a) of the immediately preceding sentence and (y) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to this Article XI. Notwithstanding the foregoing, the provisions of this Article XI shall not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts of the United States have exclusive jurisdiction.

If any provision or provisions of this Article XI shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever, (a) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article XI (including, without limitation, each portion of any paragraph of this Article XI containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.

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IN WITNESS WHEREOF, Centennial Resource Development, Inc. has caused this Fourth Amended and Restated Certificate to be duly executed and acknowledged in its name and on its behalf by an authorized officer as of the date first set forth above.

[Signature Page to Fourth Amended and Restated Certificate of Incorporation]

Exhibit D

Form of Voting Agreement

EXHIBIT D TO BUSINESS COMBINATION AGREEMENT

Execution Version

VOTING AND SUPPORT AGREEMENT

This VOTING AND SUPPORT AGREEMENT, dated as of May 19, 2022 (the “Agreement”), by and among Centennial Resource Development, Inc., a Delaware corporation (“Parent”), Riverstone VI Centennial QB Holdings, L.P., a Delaware limited partnership (“Riverstone QB Holdings”), REL US Centennial Holdings, LLC, a Delaware limited liability company (“REL US”), Riverstone Non-ECI USRPI AIV, L.P., a Delaware limited partnership (“Riverstone Non-ECI”), Silver Run Sponsor, LLC, a Delaware limited liability company (“Silver Run Sponsor” and, together with Riverstone QB Holdings, REL US and Riverstone Non-ECI, “Holders” and each individually, “Holder”), and Colgate Energy Partners III, LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

WHEREAS, concurrently with the execution and delivery of this Agreement, Parent has entered into a Business Combination Agreement, dated as of the date hereof (as may be amended, restated, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Parent, Centennial Resource Production, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub”), the Company, and, solely for purposes of the specified provisions therein, Colgate Energy Partners III MidCo, LLC, a Delaware limited liability company, pursuant to which, upon the terms and subject to the conditions set forth therein, at the Effective Time, the Company will merge with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger as a subsidiary of Parent;

WHEREAS, each Holder is the Beneficial Owner (as defined below) of such number of shares of Class A common stock, par value $0.0001 per share, of Parent (the “Parent Common Stock” and such shares of Parent Common Stock, but excluding shares Transferred in compliance with this Agreement, the “Shares”) set forth under its name on Schedule I hereto;

WHEREAS, concurrently with the execution and delivery of the Business Combination Agreement, and as a condition and an inducement to the Company entering into the Business Combination Agreement, Holders are entering into this Agreement with respect to the Shares; and

WHEREAS, Holders are willing, subject to the limitations herein, not to Transfer (as defined below) any of their Shares, and to vote their Shares in a manner so as to facilitate consummation of the Merger and the other transactions contemplated by the Business Combination Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I

GENERAL

Section 1.1 Definitions. This Agreement is the “Voting Agreement” as defined in the Business Combination Agreement. For purposes of this Agreement, Parent shall not be deemed an Affiliate of Holders, and Parent and its Representatives are not Representatives of any Holder. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Business Combination Agreement.

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(a) “Beneficially Own” or “Beneficial Ownership” has the meaning assigned to such term in Rule 13d-3 under the Exchange Act, and a Person’s beneficial ownership of securities shall be calculated in accordance with the provisions of such Rule (in each case, irrespective of whether or not such Rule is actually applicable in such circumstance). For the avoidance of doubt, Beneficially Own and Beneficial Ownership shall also include record ownership of securities.

(b) “Beneficial Owners” shall mean Persons who Beneficially Own the referenced securities.

(c) “Transfer” means (i) any direct or indirect offer, sale, lease, assignment, encumbrance, loan, pledge, grant of a security interest, hypothecation, disposition or other similar transfer (by operation of law or otherwise), either voluntary or involuntary, or entry into any contract, option or other arrangement or understanding with respect to any offer, sale, lease, assignment, encumbrance, loan, pledge, hypothecation, disposition or other transfer (by operation of law or otherwise), of any Shares owned by any Holder (whether beneficially or of record), including in each case through the Transfer of any Person or any interest in any Person or (ii) in respect of any capital stock or interest in any capital stock, to enter into any swap or any other agreement, transaction or series of transactions that results in an amount of Shares subject to Article III that is less than the amount of Shares subject to Article III as of the date of this Agreement.

ARTICLE II

AGREEMENT TO RETAIN SHARES

Section 2.1 Transfer and Encumbrance of Shares.

(a) From the date of this Agreement until the earliest of (i) Parent Stockholder Approval being obtained, (ii) the termination of the Business Combination Agreement pursuant to and in compliance with the terms thereof, (iii) any amendment to the Business Combination Agreement that reduces the economic benefits to Holders contemplated thereby as of the date hereof or (iv) the termination of this Agreement by the written consent of the parties hereto (such earliest date, the “Termination Date”), each Holder shall not, with respect to any Shares Beneficially Owned by such Holder, (x) Transfer any such Shares or (y) deposit any such Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or grant any proxy (except as otherwise provided herein) or power of attorney with respect thereto.

(b) Notwithstanding Section 2.1(a), Holders may: (A) Transfer any Shares to any Person that (1) is a party to an agreement with the Company with substantially similar terms as this Agreement or (2) as a condition to such Transfer, agrees in a writing, reasonably satisfactory in form and substance to the Company, to be bound by this Agreement, and delivers a copy of such executed written agreement to the Company and Parent prior to the consummation of such transfer and/or (B) Transfer any Shares with the prior written consent of the Company and Parent.

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(c) Nothing in this Agreement shall restrict (i) direct or indirect Transfers of equity or other interests in any Holder (it being understood that such Holder shall remain bound by this Agreement) or (ii) Transfers of any Shares by any Holder to an Affiliate of such Holder; provided, that a Transfer described in clause (ii) of this sentence shall be permitted only if, as a condition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to the Company and Parent, to be bound by all of the terms of this Agreement.

(d) Other than Shares Transferred in accordance with Section 2.1(b)(A)(1) or (2) or Section 2.1(c)(ii) or with respect to direct or indirect Transfers of equity or other interests in any Holder pursuant to Section 2.1(c)(i), any Shares that are Transferred in accordance with this Section 2.1 shall not be subject to the terms and conditions of this Agreement following such Transfer, and upon such Transfer the proxy granted by Holder in Article III with respect to such Shares shall be automatically revoked.

Section 2.2 Additional Purchases; Adjustments. Each Holder agrees that any shares of Parent Common Stock that such Holder purchases or otherwise acquires or with respect to which such Holder otherwise acquires voting power after the execution of this Agreement and prior to the Termination Date shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted the Shares as of the date of this Agreement, and each Holder shall promptly notify Parent of the existence of any such after acquired Shares. In the event of any stock split, stock dividend, merger, reorganization, recapitalization, reclassification, combination, exchange of shares or the like of the capital stock of Parent affecting the Shares, the terms of this Agreement shall apply to the resulting securities.

Section 2.3 Unpermitted Transfers; Involuntary Transfers. Any Transfer or attempted Transfer of any Shares in violation of this Article II shall, to the fullest extent permitted by applicable Law, be null and void ab initio. In furtherance of the foregoing, each Holder hereby authorizes and instructs Parent to instruct its transfer agent to enter a stop transfer order with respect to all of the Shares; provided, that such stop transfer order shall be removed with respect to any Transfer permitted under this Agreement. If any involuntary Transfer of any of a Holder’s Shares shall occur, the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement.

ARTICLE III

AGREEMENT TO VOTE

Section 3.1 Agreement to Vote. Prior to the Termination Date, each Holder irrevocably and unconditionally agrees that it shall, at any meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting), however called, appear at such meeting or otherwise cause the Shares to be counted as present at such meeting for purpose of establishing a quorum and vote, or cause to be voted at such meeting, all Shares it owns:

(a) in favor of the Proposals; and

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(b) against (i) any agreement, transaction or proposal that relates to a Parent Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Business Combination Agreement or inconsistent with the Merger or matters contemplated by the Business Combination Agreement; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent or any of its Subsidiaries contained in the Business Combination Agreement; (iii) any action or agreement that would result in any condition to the consummation of the Merger or the transactions contemplated by the Business Combination Agreement set forth in Article VI of the Business Combination Agreement not being fulfilled; and (iv) any other action that would reasonably be expected to materially impede, interfere with, delay, discourage, postpone or adversely affect any of the transactions contemplated by the Business Combination Agreement, including the Merger, or this Agreement. Any attempt by a Holder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of), the Shares in contravention of this Section 3.1 shall be null and void ab initio. If any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Holder agrees to take all actions necessary to cause the holder of record and any nominees to vote (or exercise a consent with respect to) all of such Shares in accordance with this Section 3.1.

Notwithstanding anything to the contrary in this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) the Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate.

Section 3.2 Proxy. Each Holder hereby irrevocably appoints as its proxy and attorney-in-fact, the Company and any person designated in writing by the Company, each of them individually, with full power of substitution and resubstitution, to consent to or vote the Shares as indicated in Section 3.1 above. Each Holder intends this proxy to be irrevocable and unconditional during the term of this Agreement and coupled with an interest and will take such further action or execute such other instruments as may be reasonably necessary to effect the intent of this proxy, and hereby revokes any proxy previously granted by such Holder with respect to the Shares (and each Holder hereby represents that any such proxy is revocable). The proxy granted by any Holder (i) shall be automatically revoked upon the occurrence of the Termination Date and (ii) may be terminated at any time by the Company in its sole election by written notice provided to such Holder.

ARTICLE IV

ADDITIONAL AGREEMENTS

Section 4.1 Waiver of Litigation. Each Holder agrees not to commence, join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the Company or Parent or any of their respective affiliates and each of their successors or directors relating to the negotiation, execution or delivery of this Agreement or the Business Combination Agreement or the consummation of the transactions contemplated hereby or thereby, including any claim (a) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Business Combination Agreement (including any claim seeking to enjoin or delay the Closing) or (b) alleging a breach of any fiduciary duty of the Parent Board in connection with the negotiation and entry into this Agreement, the Business Combination Agreement or the transactions contemplated hereby or thereby, and hereby irrevocably waives any claim or rights whatsoever with respect to any of the foregoing.

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Section 4.2 Further Assurances. Each Holder agrees that from and after the date of this Agreement and until the Termination Date, each Holder shall take no action that would reasonably be likely to adversely affect or delay the ability to perform its covenants and agreements under this Agreement.

Section 4.3 Fiduciary Duties. Each Holder is entering into this Agreement solely in its capacity as the record owner or Beneficial Owner of the Shares and nothing herein is intended to or shall limit or affect any actions taken by any of such Holder’s designees serving in his or her capacity as a director of Parent (or a Subsidiary of Parent). The taking of any actions (or failures to act) by such Holder’s designees serving as a director of Parent (in such capacity as a director) shall not be deemed to constitute a breach of this Agreement.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF HOLDERS

Section 5.1 Representations and Warranties. Each Holder hereby represents and warrants as follows:

(a) Ownership. Such Holder has, with respect to the Shares, and at all times during the term of this Agreement will continue to have, Beneficial Ownership of, good and valid title to and full and exclusive power to vote, issue instructions with respect to the matters set forth in Article III, agree to all of the matters set forth in this Agreement and to Transfer the Shares. The Shares constitute all of the shares of Parent Common Stock owned of record or beneficially by such Holder as of the date of this Agreement. Other than this Agreement, (i) there are no agreements or arrangements of any kind, contingent or otherwise, to which such Holder is a party obligating such Holder to Transfer or cause to be Transferred to any person any of the Shares and (ii) no Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Shares.

(b) Organization; Authority. Such Holder is duly organized, validly existing and in good standing under the Laws of its jurisdiction of formation and has full power and authority and is duly authorized to make, enter into and carry out the terms of this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by such Holder and (assuming due authorization, execution and delivery by the Company and Parent) constitutes a valid and binding agreement of such Holder, enforceable against such Holder in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles), and no other action is necessary to authorize the execution and delivery by such Holder or the performance of such Holder’s obligations hereunder.

(c) No Violation. The execution, delivery and performance by such Holder of this Agreement will not (i) violate any provision of any Law applicable to such Holder; (ii) violate any order, judgment or decree applicable to such Holder or any of its Affiliates; or (iii) conflict with, or result in a breach or default under, any agreement or instrument to which such Holder or any of its Affiliates is a party or any term or condition of its certificate of limited partnership or limited partnership agreement, except where such conflict, breach or default would not reasonably be expected to, individually or in the aggregate, have an adverse effect on such Holder’s ability to satisfy its obligations hereunder.

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(d) Consents and Approvals. The execution and delivery by such Holder of this Agreement does not, and the performance of such Holder’s obligations hereunder, require such Holder or any of its Affiliates to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any person or Governmental Authority, except such filings and authorizations as may be required under the Exchange Act.

(e) Absence of Litigation. To the knowledge of such Holder, as of the date of this Agreement, there is no Action pending against, or threatened in writing against such Holder that would prevent the performance by such Holder of its obligations under this Agreement or to consummate the transactions contemplated hereby or by the Business Combination Agreement, including the Merger, on a timely basis.

(f) Absence of Other Voting Agreements. None of the Shares is subject to any voting trust, proxy or other agreement, arrangement or restriction with respect to voting, in each case, that is inconsistent with this Agreement, except as disclosed in the Filed SEC Documents and as contemplated by this Agreement. None of the Shares is subject to any pledge agreement pursuant to which such Holder does not retain sole and exclusive voting rights with respect to the Shares subject to such pledge agreement at least until the occurrence of an event of default under the related debt instrument.

ARTICLE VI

MISCELLANEOUS

Section 6.1 No Solicitation. Each Holder agrees that it will not, and will cause its Affiliates not to, and will use commercially reasonable efforts to cause its and their Representatives not to, directly or indirectly, take any of the actions listed in clauses (i)—(iii) of Section 5.12(a) of the Business Combination Agreement (without giving effect to any amendment or modification of such clauses after the date of this Agreement). Each Holder shall, and shall cause its Affiliates to, and shall use its commercially reasonable efforts to cause its and their Representatives to, immediately cease, and cause to be terminated, any discussions or negotiations conducted before the date of this Agreement with any Person (other than the Company) with respect to any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to, a Parent Acquisition Proposal. In addition, each Holder agrees to be subject to Section 5.12(d) of the Business Combination Agreement (without giving effect to any amendment or modification of such clauses after the date of this Agreement) as if such Holder were “Parent” thereunder. Notwithstanding the foregoing, to the extent Parent complies with its obligations under Section 5.12 of the Business Combination Agreement and participates in discussions or negotiations with a Person regarding a Parent Acquisition Proposal, each Holder and/or any of its Representatives may engage in discussions or negotiations with such Person to the extent that Parent can act under Section 5.12 of the Business Combination Agreement. For purposes of this section, “Affiliate” shall include any portfolio companies of Riverstone Holdings LLC.

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Section 6.2 Termination. This Agreement shall terminate on the Termination Date. Neither the provisions of this Section 6.2 nor the termination of this Agreement shall relieve (x) any party hereto from any liability of such party to any other party incurred prior to such termination or (y) any party hereto from any liability to any other party arising out of or in connection with a breach of this Agreement. Nothing in the Business Combination Agreement shall relieve any Holder from any liability arising out of or in connection with a breach of this Agreement.

Section 6.3 Notices. All notices, requests and other communications to any party under, or otherwise in connection with, this Agreement shall be in writing and shall be deemed to have been duly given (a) if delivered in person; (b) if transmitted by electronic mail (“e-mail”) (but only if confirmation of receipt of such e-mail is requested and received; provided, that each notice party shall use reasonable best efforts to confirm receipt of any such email correspondence promptly upon receipt of such request); or (c) if transmitted by national overnight courier, in each case as addressed as follows:

if to any Holder, to:

c/o Riverstone Investment Group LLC

712 Fifth Avenue, 36^th Floor

New York, New York 10019

Attention:                 General Counsel

E-mail:                      legal@riverstonellc.com

if to Parent to:

Centennial Resource Development, Inc.

1001 Seventeenth Street, Suite 1800

Denver, Colorado 80202

With a copy (which shall not constitute notice) to:

Latham & Watkins LLP

811 Main Street, Suite 3700

Houston, Texas 77002

Attention:     Ryan J. Maierson

            John M. Greer

E-mail:         ryan.maierson@lw.com

            john.greer@lw.com

if to the Company, to:

Midland, Texas 79701

Attention:         James H. Walter

                William M. Hickey III

E-mail:             JWalter@colgateenergy.com

                WHickey@colgateenergy.com

With copies (which shall not constitute notice) to:

Kirkland & Ellis LLP

609 Main Street, Suite 4700

Houston, Texas 77002

Section 6.4 Amendment; Waiver.

(a) This Agreement shall not be amended or modified except by written instrument duly executed by each of the parties.

(b) No waiver of any term or provision of this Agreement shall be effective unless in writing, signed by the party against whom enforcement of the same is sought. The grant of a waiver in one instance does not constitute a continuing waiver in any other instances. No failure by any party to exercise, and no delay by any party in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof.

Section 6.5 Counterparts; Electric Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute but one agreement. Signatures to this Agreement transmitted by electronic mail in.pdf form, or by any other electronic means designed to preserve the original graphic and pictorial appearance of a document (including DocuSign), will be deemed to have the same effect as physical delivery of the paper document bearing the original signatures. No party shall be bound until such time as all of the parties have executed counterparts of this Agreement.

Section 6.6 Assignment and Binding Effect. Except in connection with a permitted Transfer pursuant to Article II, no party may assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of the other parties, and any such attempted assignment, delegation or transfer shall be void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors, permitted transferees and permitted assigns. Except as expressly set forth in the prior sentence, (a) none of the provisions of this Agreement shall be for the benefit of or enforceable by any third party, including any creditor of any party hereto or any of their Affiliates and (b) no such third party shall obtain any right under any provision of this Agreement or shall by reasons of any such provision make any claim in respect of any liability (or otherwise) against any other party hereto.

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Section 6.7 Conspicuous & Headings. THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE OR ENFORCEABLE, THE PROVISIONS IN THIS AGREEMENT IN BOLD-TYPE OR ALL-CAPS FONT ARE “CONSPICUOUS” FOR THE PURPOSE OF ANY APPLICABLE LAW. The headings of the several articles and sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 6.8 Entire Agreement. This Agreement (including the schedule hereto) constitutes the entire agreement between the parties with respect to the subject matter hereof and thereof and supersedes all previous agreements, negotiations, discussions, understandings, writings, commitments and conversations between the parties with respect to such subject matter. No agreements or understandings exist among the parties other than those set forth or referred to herein or therein.

Section 6.9 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby or thereby, as the case may be, is not affected in any manner adverse to any party. Upon such determination, the parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the parties. In the event the parties are not able to agree, such provision shall be construed by limiting and reducing it so that such provision is valid, legal, and fully enforceable while preserving to the greatest extent permissible the original intent of the parties; the remaining terms and conditions of this Agreement shall not be affected by such alteration.

Section 6.10 No Partnership, Agency or Joint Venture. This Agreement is intended to create, and creates, a contractual relationship and is not intended to create, and does not create, any agency, partnership, joint venture, any like relationship between the parties hereto or a presumption that the parties are in any way acting in concert or as a group with respect to the obligations or the transactions contemplated by this Agreement.

Section 6.11 Governing Law; Venue; Waiver of Jury Trial.

(a) THIS AGREEMENT, AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT) THAT MAY BE BASED UPON, ARISE OUT OF RELATE TO THIS AGREEMENT, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS AGREEMENT, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.

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(b) EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, RELATING TO OR RESULTING FROM THIS AGREEMENT, OR THE CONTEMPLATED TRANSACTIONS. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.11.

(c) THE PARTIES HEREBY AGREE THAT ANY SUIT, ACTION OR PROCEEDING SEEKING TO ENFORCE ANY PROVISION OF, OR BASED ON ANY MATTER RELATING TO, ARISING OUT OF OR RESULTING FROM OR IN CONNECTION WITH, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE BROUGHT IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE OR IF SUCH COURT DOES NOT HAVE JURISDICTION, IN ANY FEDERAL COURT WITHIN THE STATE OF DELAWARE ONLY, AND THAT ANY CAUSE OF ACTION RELATING TO, ARISING OUT OF OR RESULTING FROM THIS AGREEMENT SHALL BE DEEMED TO HAVE ARISEN FROM A TRANSACTION OF BUSINESS IN THE STATE OF DELAWARE. EACH OF THE PARTIES HEREBY IRREVOCABLY CONSENTS TO THE JURISDICTION OF SUCH COURTS (AND OF THE APPROPRIATE APPELLATE COURTS THEREFROM) IN ANY SUCH SUIT, ACTION OR PROCEEDING AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT ANY SUCH SUIT, ACTION OR PROCEEDING THAT IS BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE PARTIES HERETO AGREES THAT A JUDGMENT IN ANY SUCH ACTION MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

(d) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, Action or proceeding by the delivery of a copy thereof in accordance with the provisions of Section 6.3 or in such other manner as may be permitted by law.

Section 6.12 Expenses. All fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.

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Section 6.13 Non-Recourse. This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated by this Agreement may only be brought against, the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement and not otherwise), no past, present or future director, manager, officer, employee, incorporator, member, partner, equity holder, Affiliate, agent, attorney, advisor, consultant or Representative or Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more party under this Agreement (whether for indemnification or otherwise) or of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated by this Agreement.

Section 6.14 Injunctive Relief. The parties agree that irreparable damage, for which monetary damages would not be an adequate remedy, would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached by the parties. Prior to the termination of this Agreement pursuant to Section 6.2, it is accordingly agreed that the parties shall be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction, in each case in accordance with this Section 6.14, this being in addition to any other remedy to which they are entitled under the terms of this Agreement at applicable Law or in equity. Each party accordingly agrees (a) the non-breaching party will be entitled to injunctive and other equitable relief, without proof of actual damages; and (b) the alleged breaching party will not raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such party under this Agreement and will not plead in defense thereto that there are adequate remedies under applicable Law, all in accordance with the terms of this Section 6.14. Each party further agrees that no other party or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 6.14, and each party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.

Section 6.15 No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in the Company any direct or indirect ownership or incidence of ownership of or with respect to the Shares. All rights, ownership and economic benefits of and relating to the Shares shall remain vested in and belong to Holders, and the Company shall not have any authority to manage, direct, restrict, regulate, govern or administer any of the policies or operations of Parent or exercise any power or authority to direct Holders in the voting or disposition of any Shares, except as otherwise expressly provided herein.

Section 6.16 Disclosure. Each Holder consents to and authorizes the publication and disclosure by Parent and the Company of such Holder’s identity and holding of Shares, and the terms of this Agreement (including, for avoidance of doubt, the disclosure of this Agreement), in any press release, the Proxy Statement, and any other disclosure document required in connection with the Business Combination Agreement, the Merger and the transactions contemplated by the Business Combination Agreement.

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Section 6.17 Interpretation. The parties have participated jointly in negotiating and drafting this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. When a reference is made in this Agreement to Articles or Sections, such reference shall be to an Article or Section of this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” As used in this Agreement, the “knowledge” of Holders means the actual knowledge of any officer of any Holder after due inquiry. Notwithstanding anything in this Agreement to the contrary, each Holder’s representations, warranties and obligations hereunder are only with respect to itself and the Shares it owns, and is not responsible for any breach by the other Holder or with respect to such other Holder’s Shares.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have executed or caused this Agreement to be executed in counterparts, all as of the day and year first above written.

[Signature Page to Voting and Support Agreement]

[Signature Page to Voting and Support Agreement]

[Signature Page to Voting and Support Agreement]

Schedule I

Number of Shares Beneficially Owned

Riverstone VI Centennial QB Holdings, L.P.:

Parent Class A Shares: 51,188,619

REL US Centennial Holdings, LLC:

Parent Class A Shares: 12,524,331

Riverstone Non-ECI USRPI AIV, L.P.:

Parent Class A Shares: 5,145,600

Silver Run Sponsor, LLC:

Parent Class A Shares: 2,499,866

Schedule I

Exhibit E

Form of A&R LLC Agreement

Exhibit E to Business Combination Agreement

Final Form

CENTENNIAL RESOURCE PRODUCTION, LLC

SIXTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

Dated as of [ ⚫ ], 2022

THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH LIMITED LIABILITY COMPANY INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

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