Form 8-K

8-K — WhiteHawk Minerals Corp.

Accession: 0001193125-26-266010

Filed: 2026-06-10

Period: 2026-06-09

CIK: 0001921603

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Material Modifications to Rights of Security Holders

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d150033d8k.htm (Primary)

EX-3.1 (d150033dex31.htm)

EX-3.2 (d150033dex32.htm)

EX-10.1 (d150033dex101.htm)

EX-10.2 (d150033dex102.htm)

EX-10.3 (d150033dex103.htm)

EX-10.4 (d150033dex104.htm)

EX-10.5 (d150033dex105.htm)

EX-10.6 (d150033dex106.htm)

EX-10.7 (d150033dex107.htm)

8-K

8-K (Primary)

Filename: d150033d8k.htm · Sequence: 1

8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant

to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 9, 2026

WhiteHawk Minerals Corp.

(Exact name of registrant as specified in its charter)

Delaware

001-43337

88-0862160

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

2000 Market Street, Suite 910

Philadelphia, PA

19103

(Address of principal executive offices)

(ZIP Code)

Registrant’s telephone number, including area code: (610)

484-3412

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of

the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17

CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol

Name of each exchange on which

registered

Class A Common Stock, par value $0.0001 per share

WHK

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of

1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an

emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange

Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

In connection with the initial public offering (the “Offering”) by WhiteHawk Minerals Corp. (the “Company”) of its Class A Common

Stock, par value $0.0001 (the “Common Stock”), described in the prospectus (the “Prospectus”), dated June 8, 2026, filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b)

of the Securities Act of 1933, as amended (the “Securities Act”), which is deemed to be part of the Registration Statement on Form S-1 (File

No. 333-295743) (as amended, the “Registration Statement”), the following agreements were entered into:

•

the Contribution Agreement, dated June 9, 2026, by and among the Company, WhiteHawk Income Operating

Partnership L.P., a Delaware limited partnership (“WhiteHawk OpCo”), WhiteHawk Minerals LLC, a Delaware limited liability company (the “Management Contributor”) and WhiteHawk Management LLC, a Delaware limited liability

company (“ManagementCo”) (the “Contribution Agreement”);

•

the Amended and Restated Limited Partnership Agreement of WhiteHawk OpCo, dated June 10, 2026, by and among

WhiteHawk OpCo, WhiteHawk Income OP GP LLC, a Delaware limited liability company and the sole general partner of WhiteHawk OpCo (“OP GP”), and its Limited Partners (as defined therein) (the “A&R LPA”); and

•

the Registration Rights Agreement, dated June 10, 2026, by and among the Company and the Holders (as defined

therein).

The Contribution Agreement, A&R LPA and Registration Rights Agreement are filed herewith as Exhibits 10.1, 10.2 and 10.3,

respectively, and are incorporated herein by reference. The terms of these agreements are substantially the same as the terms set forth in the forms of such agreements previously filed as exhibits to the Registration Statement and as described

therein. Certain parties to certain of these agreements have various relationships with the Company. For further information, see “Certain Relationships and Related Party Transactions” in the Prospectus.

Capitalized terms used but not defined in this Current Report on Form 8-K have the meanings ascribed to them in the

Registration Statement.

Amendment to Revolving Credit Facility

On June 10, 2026, the Company entered into the First Amendment to Amended and Restated Credit Agreement, dated as of June 10, 2026, among WhiteHawk

Minerals Corp., as Parent, WhiteHawk Income Operating Partnership L.P., as Borrower, WhiteHawk Income OP GP LLC, as the general partner of the Borrower, the subsidiaries of the Borrower party thereto, as guarantors, Capital One, National

Association, as Administrative Agent and Issuing Bank, and the lenders party thereto (the “RCF Amendment”). The RCF Amendment, among other things, (i) updates the name of the Parent (as defined in the RCF Amendment) from

“WhiteHawk Income Corporation” to “WhiteHawk Minerals Corp.”, (ii) reallocates commitments among the existing lenders and admits new lenders to the Revolving Credit Facility, (iii) amends certain definitions, including

the definition of “Agreement” to account for the RCF Amendment and (iv) amends and restates certain schedules, including schedules relating to subsidiaries. The foregoing description of the RCF Amendment is qualified in its entirety

by reference to the full text of the RCF Amendment, which is filed as Exhibit 10.4 hereto and incorporated herein by reference.

Change in Issuer under

Specified Amendment to Note Purchase Agreement

On June 9, 2026, the Existing Note Purchase Agreement (as defined in the Amended and Restated Note

Purchase Agreement, date as of May 20, 2026, by and among WhiteHawk Income Operating Partnership L.P. (the “Issuer”), WhiteHawk Minerals Corp., as Parent, WhiteHawk Income Operating Partnership L.P., as Borrower, WhiteHawk Income OP

GP LLC, as the general partner of the Issuer, the subsidiaries of the Issuer party thereto, as guarantors, U.S. Bank Trust Company, National Association, as agent and collateral agent, and the holders party thereto the “A&R NPA”) was

amended by the occurrence and effectiveness of the Specified Amendment (as defined in the A&R NPA) under the A&R NPA, the effect of which was to amend the “Issuer” under the Existing Note Purchase Agreement from WhiteHawk Income

Corporation to WhiteHawk Income Operating Partnership L.P.

Item 2.01 Completion of Acquisition or Disposition of Assets

Internalization

In connection with and in order to

effectuate the Internalization (as defined in the Registration Statement), on June 9, 2026, the Company, WhiteHawk OpCo, the Management Contributor and ManagementCo entered into the Contribution Agreement, pursuant to which WhiteHawk OpCo

acquired all of the outstanding equity interests in ManagementCo from the Management Contributor in exchange for the issuance on June 10, 2025 of 3,750,000 common units of WhiteHawk OpCo (the “OpCo Interests”) and an equal number of

shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”) (based on an initial public offering price of $26.00 per share of Class A common stock), with an aggregate value equal to 75% of the

Internalization Price (as defined in the Registration Statement) of $130.0 million. As a result of the Internalization, ManagementCo became a wholly owned subsidiary of WhiteHawk OpCo and the Company became internally managed.

In addition, 25% of the Internalization Price (the “Earnout Amount”) is subject to the Company’s achievement of certain Adjusted EBITDA

targets during each of the three Earnout Years (as defined in the Registration Statement). The Earnout Amount, if earned, is payable solely in the form of up to an additional 1,250,000 OpCo Interests and an equal number of shares of Class B

Common Stock. The Continuing Equity Owners (as defined in the Registration Statement) will also be entitled to receive dividend equivalent rights in respect of the Earnout Amount equal to the dividends and distributions that would have been paid on

the OpCo Interests issuable in respect of the Earnout Amount had such OpCo Interests been outstanding from the closing of the Internalization.

Prior to

the closing of the Offering, ManagementCo, as the Company’s external manager, provided certain management, acquisition, disposition and oversight functions with respect to the Company and WhiteHawk OpCo.

The terms of the Contribution Agreement are substantially the same as described in the section titled “Certain Relationships and Related Party

Transactions—Internalization” in the Registration Statement. The Contribution Agreement is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

of a Registrant

The information set forth above in Item 1.01 under the headings “Amendment to Revolving Credit Facility” and “Change

in Issuer under Specified Amendment to Note Purchase Agreement” is incorporated by reference in this Item 2.03.

Item 3.02 Unregistered

Sales of Equity Securities

In connection with the Internalization, on June 10, 2026, the Company issued 3,750,000 shares of Class B Common Stock

to the Management Contributor, on a one-to-one basis equal to the number of common units of WhiteHawk OpCo it owns.

No underwriters were involved in the issuance and sale of the shares of Class B Common Stock. The shares of Class B Common Stock were issued in

reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act on the basis that the transaction did not involve a public offering.

Item 3.03 Material Modification to Rights of Security Holders

In connection with and prior to the Offering, the Company redeemed all outstanding shares of the Company’s Series D preferred stock, par value $0.0001

per share (the “Series D Preferred Stock”). The Series D Preferred Stock was redeemed for $1,000 per share, plus all accrued but unpaid dividends thereon, if any, plus, if applicable, an additional amount such that each holder receives

the Minimum Return (as defined in the Certificate of Designations of the Series D Preferred Stock), for an aggregate redemption amount of approximately $39.9 million (the “Series D Redemption”).

The Series D Redemption was completed on June 10, 2026. Following the completion of the Series D

Redemption, no shares of Series D Preferred Stock remain outstanding.

Item 5.02 Departure of Directors or Certain Officers; Election of

Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Certain Officers

In connection with the Internalization and the Offering and effective upon the closing of the Offering, the Company’s board of directors made certain

officer appointments, including, among others: (i) the appointment of Daniel Herz as Chief Executive Officer and President of the Company, (ii) the appointment of Jeffrey Slotterback as Chief Financial Officer, Treasurer and Secretary of

the Company, (iii) the appointment of Stephen Pilatzke as Chief Accounting Officer of the Company and (iv) the appointment of Michael Downs as Chief Operating Officer of the Company.

Information regarding the business experience and other biographical information of each of Messrs. Herz, Slotterback, Pilatzke and Downs is included in the

section titled “Management” in the Registration Statement and is incorporated herein by reference.

Item 5.03 Amendments to Articles

of Incorporation or Bylaws

On June 10, 2026, in connection with the Offering, the Company filed its amended and restated certificate of

incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware, and its amended and restated bylaws (the “Bylaws”) became effective. As described in the Registration Statement, the

Company’s board of directors and stockholders previously approved the amendment and restatement of the Certificate of Incorporation and the Bylaws, and each became effective on June 10, 2026 in connection with the Offering. A description

of certain provisions of the Certificate of Incorporation and the Bylaws is included in the section titled “Description of Capital Stock” in the Registration Statement.

The foregoing description of the Certificate of Incorporation and the Bylaws is qualified in its entirety by reference to the full text of the Certificate of

Incorporation and the Bylaws, which are filed as Exhibits 3.1 and 3.2 hereto, respectively, and incorporated herein by reference.

Item 8.01

Other Events.

On June 10, 2026, the Company completed its initial public offering of an aggregate of 7,700,000 shares of Class A Common

Stock at a price to the public of $26.00 per share. The gross proceeds to the Company from the initial public offering were approximately $200.2 million, before deducting underwriting discounts and commissions and estimated offering expenses

payable by the Company. The shares of Class A Common Stock are listed on the New York Stock Exchange under the symbol “WHK.”

Item 9.01 Financial Statements and Exhibits.

(a)

Financial Statements of Business Acquired.

If required, the Company intends to file financial statements required by this Item 9.01(a) with respect to the Internalization described in Item 2.01 of this

Current Report on Form 8-K under the cover of an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report

on Form 8-K was required to be filed.

(b)

Pro Forma Financial Information.

If required, the Company intends to file pro forma financial information required by this Item 9.01(b) with respect to the Internalization described in Item

2.01 of this Current Report on Form 8-K under the cover of an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this

Current Report on Form 8-K was required to be filed.

(d)

The following exhibits are being filed herewith:

Exhibit No.

Description

3.1

Amended and Restated Certificate of Incorporation of WhiteHawk Minerals Corp.

3.2

Amended and Restated Bylaws of WhiteHawk Minerals Corp.

10.1

Contribution Agreement, dated June 9, 2026, by and between the Company, WhiteHawk OpCo, the Management Contributor and ManagementCo

10.2

Amended and Restated Limited Partnership Agreement of WhiteHawk OpCo, dated June 10, 2026, by and among WhiteHawk OpCo, OP GP and its Limited Partners (as defined therein)

10.3

Registration Rights Agreement, dated June 10, 2026, by and among the Company and the Holders (as defined therein)

10.4

First Amendment to Amended and Restated Credit Agreement, dated as of June

10, 2026, among WhiteHawk Income Corporation, as Parent, WhiteHawk Income Operating Partnership L.P., as Borrower, Capital One, National Association, as Administrative Agent and Issuing Bank, and the lenders party thereto

10.5

Employment Agreement, dated June 10, 2026, by and between Daniel Herz, WhiteHawk Minerals Corp., WhiteHawk Income Operating Partnership L.P. and any subsidiaries or affiliates as may employ Mr.

Herz from time to time.

10.6

Employment Agreement, dated June

10, 2026, by and between Jeffrey Slotterback, WhiteHawk Minerals Corp., WhiteHawk Income Operating Partnership L.P. and any subsidiaries or affiliates as may employ Mr. Slotterback from time to time.

10.7

Employment Agreement, dated June

10, 2026, by and between Stephen Pilatzke, WhiteHawk Minerals Corp., WhiteHawk Income Operating Partnership L.P. and any subsidiaries or affiliates as may employ Mr. Pilatzke from time to time.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

WhiteHawk Minerals Corp.

Date: June 10, 2026

By:

/s/ Daniel Herz

Daniel Herz

Chief Executive Officer

EX-3.1

Filename: d150033dex31.htm · Sequence: 2

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

WHITEHAWK INCOME

CORPORATION

WhiteHawk Income Corporation, a corporation organized and existing under the laws of the State of Delaware (the

“Corporation”), hereby certifies as follows:

1. The original Certificate of Incorporation of the Corporation was

filed with the Office of the Secretary of State of the State of Delaware on February 18, 2022.

2. This Amended and Restated

Certificate of Incorporation of the Corporation, which restates, integrates and further amends the Amended and Restated Certificate of Incorporation as heretofore amended and supplemented, was duly adopted by all necessary action of the Board of

Directors of the Corporation and the stockholders of the Corporation in accordance with the provisions of Sections 242, 245 and 228 of the General Corporation Law of the State of Delaware.

3. The text of the Amended and Restated Certificate of Incorporation of the Corporation as heretofore amended and supplemented is hereby

amended, integrated and restated in its entirety to read in full as follows:

ARTICLE I.

The name of the corporation is WhiteHawk Minerals Corp. (the “Corporation”).

ARTICLE II.

The address

of the Corporation’s registered office in the State of Delaware is 16192 Coastal Highway, in the City of Lewes, County of Sussex, 19958. The name of its registered agent at such address is Harvard Business Services, Inc.

ARTICLE III.

The nature

of the business of the Corporation and the objects or purposes to be transacted, promoted or carried on by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the

State of Delaware (the “DGCL”), including, without limitation, (i) investing in securities of WhiteHawk Income Operating Partnership L.P., a Delaware limited partnership, or any successor entities thereto

(“WhiteHawk OpCo”) and any of its subsidiaries, (ii) exercising all rights, powers, privileges and other incidents of ownership or possession with respect to the Corporation’s assets, including managing, holding,

selling and disposing of such assets and (iii) engaging in any other activities incidental or ancillary thereto.

ARTICLE IV.

Section 4.1 Authorized Stock. The total number of shares of all classes of stock that the Corporation is authorized to issue is

three hundred sixty million (360,000,000), consisting of the following three classes:

(a) Two hundred fifty million (250,000,000) shares

of Class A common stock, with a par value of $0.0001 per share (the “Class A Common Stock”);

(b) One hundred million (100,000,000) shares of Class B common stock, with a par value of $0.0001 per share (the

“Class B Common Stock”); and

stock, with a par value of $0.0001 per share (the “Preferred Stock”).

Section 4.2 Preferred Stock.

(a) Blank Check Preferred Stock. The Board of Directors is authorized to provide, out of the unissued shares of Preferred Stock,

for the issuance of shares of Preferred Stock in one or more series, and by filing a certificate pursuant to the applicable law of the State of Delaware (such certificate being hereinafter referred to as a “Preferred Stock

Designation”), to establish from time to time the number of shares to be included in each such series and to fix the powers, designations, preferences and relative, participating, optional or other special rights, and qualifications,

limitations or restrictions thereof, including, without limitation, the authority to fix or alter the dividend rights, dividend rates, conversion rights, exchange rights, voting powers, rights and terms of redemption (including sinking and purchase

fund provisions), the redemption price or prices, restrictions on the issuance of shares of such series, the dissolution preferences and the rights in respect of any distribution of assets of any wholly unissued series of Preferred Stock and the

number of shares constituting any such series, and the designation thereof, or any of them and to increase (but not above the total number of authorized shares of Preferred Stock) or decrease (but not below the number of shares of such series then

outstanding) the number of shares of any series so created (except where otherwise provided in a Preferred Stock Designation), subsequent to the issue of that series. In case the authorized number of shares of any series shall be so decreased, the

shares constituting such decrease shall, unless otherwise provided in the Preferred Stock Designation, resume the status as authorized, but undesignated Preferred Stock. Without limiting the generality of the foregoing, the resolution or resolutions

providing for the creation and issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Certificate of

Incorporation (including any Preferred Stock Designation). Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by this Certificate

of Incorporation (including any Preferred Stock Designation). There shall be no limitation or restriction on any variation between any of the different series of Preferred Stock as to the designations, powers, preferences and relative,

participating, optional or other special rights, and the qualifications, limitations or restrictions thereof; and the several series of Preferred Stock may vary in any and all respects as fixed and determined by the resolution or resolutions of the

Board of Directors or by a duly authorized committee of the Board of Directors, providing for the issuance of the various series of Preferred Stock.

(b) Existing Preferred Stock. The number of shares, terms, rights, powers,

preferences, privileges, qualifications, limitations and restrictions of each series of Preferred Stock outstanding immediately prior to the Effective Time (as defined below), each as previously adopted by the Board of Directors, shall continue to

be governed by and subject to the terms and conditions set forth in their respective Preferred Stock Designations, as amended and in effect immediately prior the Effective Time, attached hereto. In the event of any conflict between the provisions of

this Section 4.2 and the terms of any such Preferred Stock Designation, the terms of such Preferred Stock Designation shall control with respect to the applicable series of Preferred Stock. The Board of Directors is authorized to amend, modify,

or supplement the terms of any Preferred Stock Designation, including those attached hereto, to the maximum extent permitted by this Certificate of Incorporation and the General Corporation Law of the State of Delaware.

Section 4.3 Reclassification of Common Stock. Upon effectiveness of the filing of this Certificate of Incorporation with the

Secretary of the State of Delaware (the “Effective Time”), and without any further action required by the Corporation or its stockholders: (i) each share of then existing Class A Common Stock, par value $0.0001

per share (“Old Class A Common Stock”), issued and outstanding or held in treasury immediately prior to the Effective Time shall be reclassified into one

(1) validly issued, fully paid and non-assessable share of Class A Common Stock, (ii) each share of Class I Common Stock, par value $0.0001 per share

(“Class I Common Stock”), issued and outstanding or held in treasury immediately prior to the Effective Time shall be reclassified into one (1) validly

issued, fully paid and non-assessable share of Class A Common Stock, and (iii) each share of Class T Common Stock, par value $ 0.0001 per share

(“Class T Common Stock ” and, together with Old Class A Common Stock and Class I Common Stock, the “Old Common Stock”), issued

and outstanding or held in treasury immediately prior to the Effective Time shall be reclassified into one (1) validly issued, fully paid and non-assessable share of Class A Common Stock (clauses

(i), (ii) and (iii), collectively, the “Common Stock Reclassification”). Each stock certificate that, immediately prior to the Effective Time, represented shares of Old Common Stock shall, from and after the Effective Time,

automatically and without any action on the part of the respective holder thereof, represent the same number of whole shares of Class A Common Stock into which the shares of Old Common Stock represented by such certificate have been

reclassified pursuant to the Common Stock Reclassification, until the same shall be surrendered to the Corporation. No fractional shares of Class A Common Stock shall be issued in connection with the Common Stock Reclassification. In lieu of

any fractional share of Class A Common Stock to which a holder would otherwise be entitled as a result of the Common Stock Reclassification, such fractional share shall be rounded up to the nearest whole share of Class A Common Stock.

Whether or not fractional shares would be issuable upon the Common Stock Reclassification shall be determined on the basis of the total number of shares of Old Common Stock held by such holder immediately prior to the Effective Time and the

aggregate number of shares of Class A Common Stock issuable to such holder upon such Common Stock Reclassification. All share numbers, dollar amounts and other provisions set forth herein give effect to the Common Stock Reclassification.

Section 4.4 Number of Authorized Shares. The number of authorized shares of any

of the Class A Common Stock, Class B Common Stock, or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) without a separate vote of any holders of shares of Class A Common

Stock, Class B Common Stock or Preferred Stock, unless a separate vote of any such holders is required pursuant to the terms of any Preferred Stock Designation, irrespective of the provisions of Section 242(b)(2) of the DGCL (or any

successor provision thereto).

Section 4.5 Class A Common Stock and Class B Common

Stock. The powers, preferences and rights of the Class A Common Stock and the Class B Common Stock, and the qualifications, limitations or restrictions thereof are as follows:

(a) Voting Rights. Except as otherwise required by law,

(i) Each share of Class A Common Stock shall entitle the record holder thereof as of the applicable record date to one (1) vote per

share in person or by proxy on all matters submitted to a vote of the holders of Class A Common Stock, whether voting separately as a class or otherwise.

(ii) Each share of Class B Common Stock shall entitle the record holder thereof as of the applicable record date to one (1) vote

per share in person or by proxy on all matters submitted to a vote of the holders of Class B Common Stock, whether voting separately as a class or otherwise.

(iii) Except as otherwise required by applicable law or this Certificate of Incorporation, the holders of shares of Class A Common Stock

and Class B Common Stock shall vote together as a single class (or, if any holders of shares of Preferred Stock are entitled to vote together with the holders of Class A Common Stock and Class B Common Stock, as a single class with

such holders of Preferred Stock) on all matters submitted to a vote of stockholders of the Corporation.

(b) Dividends. Subject to

applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or series of stock having a preference over or the right to participate with the Class A Common Stock with respect to the payment of

dividends, dividends may be declared and paid on the Class A Common Stock out of the assets or funds of the Corporation that are by law available therefor, at such times and in such amounts as the Board of Directors in its discretion shall

determine. Other than in connection with a dividend declared by the Board of Directors in connection with a “poison pill” or similar stockholder rights plan, dividends shall not be declared or paid on the Class B Common Stock and

the holders of shares of Class B Common Stock shall have no right to receive dividends in respect of such shares of Class B Common Stock.

(c) Liquidation Rights. In the event of liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or

involuntary, after payment or provision for payment of the debts and other liabilities of the Corporation and after making provisions for preferential and other amounts, if any, to which the holders of any outstanding series of Preferred Stock or

any class or series of stock having a preference over or the right to participate with the

Class A Common Stock with respect to the distribution of assets of the Corporation upon such dissolution, liquidation or winding up shall be entitled, the remaining assets and funds of the

Corporation available for distribution shall be divided among and paid ratably to the holders of all outstanding shares of Class A Common Stock in proportion to the number of shares held by each such stockholder. The holders of shares of

Class B Common Stock, as such, 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 affairs of the Corporation. A consolidation, reorganization

or merger of the Corporation with any other Person or Persons (as defined below), a conversion of the Corporation, or a sale of all or substantially all of the assets of the Corporation, shall not be considered to be a dissolution, liquidation or

winding up of the Corporation within the meaning of this Section 4.5(c).

(d) Class B

Common Stock.

(i) (x) shares of Class B Common Stock may be issued only to, and registered only in the name of, the

Continuing Equity Owners (as defined below) and their respective Permitted Transferees (as defined below) in accordance with Section 4.6 (including all subsequent Permitted Transferees) (the Continuing Equity Owners

together with such Persons, collectively, the “Permitted Class B Owners”) or in the name of the Corporation and (y) the aggregate number of shares of Class B Common Stock at any

time registered in the name of each such Permitted Class B Owner must be equal to the aggregate number of Common Units (as defined below) held of record at such time by such Permitted Class B Owner under the LP Agreement (as defined

below). As used in this Certificate of Incorporation, (A) “Continuing Equity Owner” means certain holders of Common Units (other than the Corporation) of WhiteHawk OpCo, as from time to time set

forth on Exhibit A of the LP Agreement, (B) “Common Unit” has the meaning set forth in the Amended and Restated Limited Partnership Agreement of WhiteHawk OpCo, dated as of the date

hereof, as such agreement may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time (the “LP Agreement”), and (C) “Permitted

Transfer” means a transfer or assignment of Class B Common Stock (or any legal or beneficial interest in such shares) by the holder thereof to any transferee or assignee only to the extent permitted by the LP

Agreement (and a holder of Class B Common Stock, as applicable pursuant to a Permitted Transfer, a “Permitted Transferee”) and only if such holder also simultaneously Transfers an equal number of such holder’s

Common Units to such Permitted Transferee, if applicable, in compliance with the LP Agreement.

(ii) The Corporation shall, to the

fullest extent permitted by law, undertake all necessary and appropriate action within its control to ensure that the number of shares of Class B Common Stock issued by the Corporation at any time to, or otherwise held of record by, any

Permitted Class B Owner shall be equal to the aggregate number of Common Units held of record by such Permitted Class B Owner in accordance with the terms of the LP Agreement.

(iii) In the event that there is a merger, consolidation, conversion, transfer or Change of Control (as defined below) of the Corporation

that was approved by the Board of Directors prior to such merger, consolidation, conversion, transfer or Change of Control, without limiting the rights of the holders of Class B Common Stock to have their Common Units redeemed or exchanged in

accordance with the LP Agreement, the holders of shares of Class B

Common Stock shall be entitled to receive securities in any such surviving entity that has substantially similar terms, including with respect to economics and structural protections, as the

Class B Common Stock (each, a “Substantially Equivalent Security”) or, to the extent a Substantially Equivalent Security is not available in the event of such merger, consolidation, conversion, transfer or Change of

Control of the Corporation, the holders of shares of Class B Common Stock shall otherwise not be entitled to receive more than $0.0001 per share of Class B Common Stock, whether in the form of consideration for such shares or in the form

of a distribution of the proceeds of a sale of all or substantially all of the assets of the Corporation with respect to such shares.

(iv) Upon the redemption or exchange of any Common Units held by a Permitted Class B Owner pursuant to the terms of the LP Agreement, a

number of shares of Class B Common Stock registered in the name of such Permitted Class B Owner equal to the number of Common Units so redeemed or exchanged shall automatically and without further action on the part of the Corporation or

such Permitted Class B Owner be cancelled for no consideration and retired by the Corporation and shall not be reissued by the Corporation. The Corporation shall take all actions necessary to cause such cancellation and retirement of shares of

Class B Common Stock, including, without limitation, updating its books and records and those of the Transfer Agent to reflect that such shares of Class B Common Stock are no longer outstanding.

(v) All shares of Class A Common Stock issued upon any redemption of shares of Class B Common Stock and Common Units will, upon

issuance in accordance with the LP Agreement, be validly issued, fully paid and non-assessable.

(e) Adjustments for Subdivisions, Combinations or Reclassifications of Class A Common Stock and Class B Common

Stock. If the Corporation in any manner subdivides, combines or reclassifies the outstanding shares of Class A Common Stock or Class B Common Stock, the outstanding shares of the other such class shall, concurrently therewith, be

subdivided, combined, or reclassified in the same proportion and manner such that the same proportionate equity ownership between the holders of outstanding Class A Common Stock and Class B Common Stock on the record date for such

subdivision, combination or reclassification is preserved, unless different treatment of the shares of each such class is approved by (i) the holders of a majority of the outstanding Class A Common Stock and (ii) the holders of a

majority of the outstanding Class B Common Stock, each of (i) and (ii) voting as separate classes. In the event of any such subdivision, combination or reclassification, the Corporation shall cause WhiteHawk OpCo to make corresponding

changes to the Common Units to give effect to such subdivision, combination or reclassification, as applicable.

Section 4.6

Transfer of Class B Common Stock.

(a) A holder of Class B Common Stock may surrender and transfer shares

of such Class B Common Stock to the Corporation for cancellation for no consideration at any time. Following the surrender and transfer, or other acquisition, of any shares of Class B Common Stock to or by the Corporation, the Corporation

will take all actions necessary to cancel and retire such shares and such shares shall not be re-issued by the Corporation.

(b) Except as set forth in Section 4.6(a), a holder of

Class B Common Stock may Transfer shares of Class B Common Stock only to a Permitted Transferee of such holder, and only if such holder also simultaneously Transfers an equal number of such holder’s Common Units to such Permitted

Transferee in compliance with the LP Agreement. The Transfer restrictions described in this Section 4.6(b) are referred to as the “Restrictions”.

(c) Any purported Transfer of shares of Class B Common Stock in violation of the Restrictions shall be null and void ab initio.

If, notwithstanding the Restrictions, a Person, voluntarily or involuntarily (including by way of a foreclosure), purportedly becomes or attempts to become, the purported owner (the “Purported Owner”) of shares of

Class B Common Stock, in violation of the Restrictions, then the Purported Owner shall not obtain any rights in, to or with respect to such shares of (i) Class B Common Stock, and the purported Transfer of the Class B Common

Stock to the Purported Owner shall not be recognized by the Corporation, the Corporation’s transfer agent (the “Transfer Agent”) or the Secretary of the Corporation and (ii) each holder of such Class B

Common Stock shall, to the fullest extent permitted by law, automatically, without any further action on the part of the Corporation, the holder thereof, the Purported Owner or any other party, not be entitled to any voting rights with respect to

those shares.

(d) Upon a determination by the Board of Directors that a Person has attempted or may attempt to Transfer or to acquire

Class B Common Stock in violation of the Restrictions, the Corporation may take such action as it deems necessary or 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 or the Secretary of the Corporation, as applicable, to not record the Purported Owner as the record owner of the Class B Common Stock on the books and records of the Corporation and to institute

proceedings to enjoin or rescind any such Transfer or acquisition.

(e) The Board of Directors may, to the extent permitted by law, from

time to time establish, modify, amend or rescind, by bylaw or otherwise, regulations and procedures not inconsistent with the provisions of this Section 4.6 for determining whether any Transfer or acquisition of shares of

Class B Common Stock would violate the Restrictions, and for the orderly application, administration and implementation of the provisions of this Section 4.6. Any such procedures and regulations shall be kept on file

with the Secretary of the Corporation and with the Transfer Agent and shall be made available for inspection by and, upon written request shall be mailed to, any requesting holders of shares of stock of the Corporation.

Section 4.7 Certificates. All certificates or book entries representing shares of Class B Common Stock shall bear a legend

substantially in the following form (or in such other form as the Board of Directors may determine):

THE SECURITIES REPRESENTED HEREBY ARE SUBJECT

TO THE RESTRICTIONS (INCLUDING RESTRICTIONS ON

TRANSFER) SET FORTH IN THE CERTIFICATE OF

INCORPORATION OF THE CORPORATION AS IT MAY BE

AMENDED AND/OR RESTATED AND THE LIMITED

PARTNERSHIP AGREEMENT OF WHITEHAWK INCOME

OPERATING PARTNERSHIP L.P. AS IT MAY BE AMENDED

AND/OR RESTATED (COPIES OF WHICH ARE ON FILE

WITH THE SECRETARY OF THE CORPORATION AND

SHALL BE PROVIDED FREE OF CHARGE TO ANY

STOCKHOLDER MAKING A REQUEST THEREFOR).

Section 4.8 Amendment to Preferred Stock Terms.

Except as otherwise required by law, neither the holders of Class A Common Stock nor Class B Common Stock shall be entitled to vote

on any amendment to this Certificate of Incorporation (including any Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either

separately or together with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation (including any Preferred Stock Designation) or the DGCL.

Section 4.9 Restrictions on Transfer.

(a) No holder of any capital stock of the Corporation that acquired its shares thereof prior to the consummation of an underwritten initial

public offering of Class A Common Stock (an “IPO,” and each such holder an “Initial Stockholder”) shall be permitted to, directly or indirectly, offer, sell, contract to sell, pledge, grant

any option to purchase or otherwise dispose of (collectively, a “Disposition”) any Class A Common Stock, or any securities convertible into or exercisable or exchangeable for, or any rights to purchase or otherwise

acquire, which includes engaging in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or reasonably expected to lead or result in a Disposition, held by such Initial Stockholder or acquired by such

Initial Stockholder immediately after the consummation of an IPO, or that may be deemed to be beneficially owned by such Initial Stockholder (collectively, the “Lock-Up”),

pursuant to the Securities Act and the Exchange Act, for a period of 365 days following the consummation of the IPO, or such shorter period as determined by the Board of Directors with respect to all Initial Stockholders or any Initial Stockholder,

and with respect to all or any portion of the shares held by any such Initial Stockholder (the “Lock-Up Period”); provided that the

Lock-Up Period shall not be less than 180 days without the prior written consent of the managing underwriter of such IPO. Each Initial Stockholder agrees to execute such agreement as may be reasonably

requested by the managing underwriter of such IPO that is necessary to give further effect hereto; provided that in the event of any conflict or inconsistency between the terms of such separate agreement and this

Section 4.9, the terms of such separate agreement shall control; provided further that no such agreement shall be required for the Lock- Up to take effect upon consummation of an IPO. Following the expiration of the Lock-Up Period, the Initial Stockholders may effect a Disposition of all or any portion of their Class A Common Stock, subject to compliance with applicable securities laws, policies of the Corporation, this

Certificate of Incorporation, the bylaws of the Corporation (as amended and/or restated, the “Bylaws”) and any other requirements imposed by the Corporation or the transfer agent and registrar with respect to the

Class A Common Stock.

(b) Notwithstanding Section 4.9(a), the Lock-Up shall not apply to (i) bona fide gifts, sales or other dispositions of shares of any class of the Corporation’s capital stock, in each case, that are made exclusively between and among an Initial

Stockholder and members of the Initial Stockholder’s family, or affiliates of the Initial Stockholder, including its partners (if a partnership) or members (if a limited liability company); provided that it shall be a condition to any transfer

pursuant to this clause (i) that (A) the transferee/donee, through its subsequent ownership of such transferred shares of Class A Common Stock, is bound by the restrictions set forth in Section 4.9(a) to the same

extent as the transferor/donor, (B) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act and the Exchange Act) to make, and shall agree

to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period, and (C) the Initial Stockholder notifies the managing underwriter

of such IPO at least two business days prior to the proposed transfer or disposition, (ii) any exercise of options or vesting or exercise of any other equity-based award, in each case, under the Corporation’s equity incentive plan or any

other plan or agreement described in the prospectus included in the registration statement on Form S-1 filed in connection with an IPO, including any Class A Common Stock withheld by the Corporation for

the payment of taxes due upon such exercise or vesting; provided that (A) no filing or public announcement by any party under the Exchange Act or otherwise shall be required or shall be voluntarily made in connection with such exercise or

vesting and (B) any Class A Common Stock received upon such exercise or vesting, following any applicable net settlement or net withholding, will also be subject to the Lock-Up; (iii) the

establishment of any contract, instruction or plan that satisfies all of the requirements of Rule 10b5-1 (a “Rule 10b5-1 Plan”) under

the Exchange Act; provided, however, that no sales of Class A Common Stock or securities convertible into, or exchangeable or exercisable for, Class A Common Stock, shall be made pursuant to a Rule

10b5-1 Plan prior to the expiration of the Lock-Up Period; provided further, that the Corporation is not required to report the establishment of such Rule 10b5-1 Plan in any public report or filing with the U.S. Securities and Exchange Commission under the Exchange Act during the Lock-Up Period and does not otherwise voluntarily

effect any such public filing or report regarding such Rule 10b5-1 Plan; and (iv) redemptions of shares of Class B Common Stock and Common Units in accordance with the LP Agreement for shares of

Class A Common Stock; provided, however, that no sales of Class A Common Stock received as a result therefrom shall be made prior to the expiration of the Lock-Up Period.

(c) Unless the written approval of (i) the managing underwriter of such IPO is obtained with respect to a Disposition prior to the date

that is 180 days following the consummation of an IPO and/or (ii) the Board of Directors is obtained with respect to a Disposition following the date that is prior to the date that is 365 days following the consummation of an IPO, such

purported Disposition shall not be effective to transfer record, beneficial, legal or any other ownership of such Class A Common Stock, and the transferee shall not be entitled to any rights as a stockholder of the Corporation with respect to

the Class A Common Stock purported to be purchased, acquired or transferred in the Disposition (including, without limitation, the right to vote or to receive dividends with respect thereto). Each such share of Class A Common Stock subject

to the Lock-Up Period shall bear the following legend (or any substantially similar legend):

THE SHARES REPRESENTED HEREBY ARE SUBJECT TO A

LOCK-UP PERIOD AS SET FORTH IN THE CERTIFICATE OF

INCORPORATION, AS IT MAY BE AMENDED AND/OR

RESTATED, OF WHITEHAWK MINERALS CORP.

ARTICLE V.

Section 5.1 Shares Reserved for Issuance.

(a) The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, such

number of shares of Class A Common Stock that shall from time to time be sufficient to effect the exchange of all outstanding Common Units held by the holders of the Class B Common Stock (together with Class B Common Stock) for shares

of Class A Common Stock; provided that nothing contained herein shall be construed to preclude the Corporation from satisfying its obligations in respect of the exchange of the Common Units (together with Class B Common Stock) by delivery

of shares of Class A Common Stock that are held in the treasury of the Corporation.

(b) The Corporation shall use its best efforts

to cause to be reserved and kept available for issuance at all times a sufficient number of authorized but unissued shares of Class B Common Stock, such number of shares of Class B Common Stock that shall from time to time be sufficient to

effect the issuance of shares of Class B Common Stock to holders of newly issued Common Units for such consideration and for such corporate purposes as the Board of Directors may from time to time determine.

ARTICLE VI.

furtherance and not in limitation of the powers conferred upon it by the DGCL, the Board of Directors shall have the power to adopt, amend, alter or repeal the Bylaws of the Corporation. The stockholders may not adopt, amend, alter or repeal the

Bylaws of the Corporation unless such action is approved by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting

power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class.

ARTICLE VII.

Section 7.1 Ballot. Elections of directors (each such director, in such capacity, a “Director” and

collectively the “Directors”) need not be by written ballot unless the Bylaws shall so provide.

Section 7.2 Number of Directors. Except as otherwise provided by the DGCL or this Certificate of Incorporation, the business and

affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Subject to the rights of the holders of any series of Preferred Stock to elect Directors under specified circumstances, the number of Directors shall be

fixed from time to time exclusively by one or more resolutions adopted from time to time by the Board of Directors.

Section 7.3 Terms of Office. Subject to the special rights of the holders of one

or more outstanding series of Preferred Stock to elect directors, the directors of the Corporation shall be classified with respect to the time for which they severally hold office into three classes, designated as Class I, Class II and

Class III. The initial Class I directors shall serve for a term expiring at the first annual meeting of stockholders following the initial registration of the Corporation’s Class A Common Stock pursuant to the Exchange Act; the

initial Class II directors shall serve for a term expiring at the second annual meeting of stockholders following such registration; and the initial Class III directors shall serve for a term expiring at the third annual meeting of

stockholders following such registration. At each annual meeting of stockholders of the Corporation beginning with the first annual meeting of stockholders following the Effective Time, subject to any special rights of the holders of one or more

outstanding series of Preferred Stock to elect directors, the successors of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year

following the year of their election. Each director shall hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation, disqualification or removal. No decrease in the number of directors shall

shorten the term of any incumbent director. The Board of Directors is authorized to designate members of the Board of Directors already in office as Class I, Class II and Class III.

Section 7.4 Newly Created Directorships and Vacancies. Subject to the special rights of the holders of one or more outstanding

series of Preferred Stock to elect Directors, except as otherwise provided by law, any vacancies on the Board of Directors resulting from death, resignation, disqualification, retirement, removal or other causes and any newly created directorships

resulting from any increase in the number of Directors shall be filled exclusively by the affirmative vote of a majority of the Directors then in office, even if less than a quorum, or by a sole remaining Director, and shall not be filled by the

stockholders. Any Director appointed in accordance with the preceding sentence shall hold office until the expiration of the term to which such Director shall have been appointed or until his or her earlier death, resignation, retirement,

disqualification, or removal.

Section 7.5 Removal. Subject to the special rights of the holders of one or more outstanding

series of Preferred Stock to elect Directors, the Board of Directors or any individual Director may be removed from office at any time but only for cause and only by the affirmative vote of the holders of capital stock representing at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all of the then outstanding shares of capital stock of the Corporation entitled to vote thereon, voting

together as a single class.

Section 7.6 Notice. Advance notice of stockholder nominations for election of Directors and other

business to be brought by stockholders before a meeting of stockholders shall be given in the manner provided by the Bylaws.

Section 7.7 Preferred Directors. Whenever the holders of any one or more series of Preferred Stock issued by the Corporation shall

have the right, voting separately as a series or separately as a class with one or more such other series, to elect Directors at an annual or special meeting of stockholders, the election, term of office, removal and other features of such

directorships shall be governed by the terms of this Certificate of Incorporation (including any

Preferred Stock Designation) applicable thereto. The number of Directors that may be elected by the holders of any such series of Preferred Stock shall be in addition to the number fixed pursuant

to Section 7.2 hereof, and the total number of Directors constituting the whole Board of Directors shall be automatically adjusted accordingly. Except as otherwise provided by the Board of Directors in the resolution or resolutions establishing

such series, whenever the holders of any series of Preferred Stock having such right to elect additional Directors are divested of such right pursuant to the provisions of this Certificate of Incorporation (including any Preferred Stock

Designation), the terms of office of all such additional Directors elected by the holders of such stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional Directors, shall

forthwith terminate (in which case each such Director thereupon shall cease to be qualified as, and shall cease to be, a Director) and the total authorized number of Directors of the Corporation shall automatically be reduced accordingly.

ARTICLE VIII.

Section 8.1 Consent of Stockholders In Lieu of Meeting. Any action required or permitted to be taken by the stockholders of the

Corporation must be effected at an annual or special meeting of the stockholders of the Corporation, and shall not be taken by consent in lieu of a meeting. Notwithstanding the foregoing, any action required or permitted to be taken by the holders

of any series of Preferred Stock, voting separately as a series or separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, to the extent expressly so provided by the

applicable Preferred Stock Designation relating to such series of Preferred Stock, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares of the relevant series of Preferred 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 and shall be delivered to the Corporation in accordance with

the applicable provisions of the DGCL.

Section 8.2 Special Meetings of Stockholders. Subject to the special rights of the

holders of one or more series of Preferred Stock, special meetings of stockholders of the Corporation may be called, for any purpose or purposes, at any time only by or at the direction of the Board of Directors, the Chairperson of the Board of

Directors, the Chief Executive Officer or President, and shall not be called by any other person or persons.

ARTICLE IX.

The Corporation reserves the right to amend, alter, change, adopt or repeal any provision contained in this Certificate of Incorporation, in

the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation; provided, however, that the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required

to amend or repeal, or adopt any provision of this Certificate of Incorporation inconsistent with Sections 4.3, 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9 of Article IV or with Articles V, VI, VII, VIII, IX, X, XII and XIII; provided further,

that any amendment (including by merger, consolidation conversion, transfer or otherwise) to this Certificate of Incorporation that gives holders of the Class B Common Stock (i) any rights

to receive dividends (other than as set forth in the last sentence of Section 4.5(b) of Article IV) or any other kind of distribution, (ii) any right to convert into or be exchanged for

shares of Class A Common Stock or (iii) any other economic rights (except for payments in cash in lieu of receipt of fractional stock) shall, in addition to the vote of the holders of shares of any class or series of capital stock of the

Corporation required by law or by this Certificate of Incorporation, also require the affirmative vote of the holders of a majority of the voting power of the outstanding shares of Class A Common Stock voting separately as a class.

Notwithstanding the foregoing, any amendment to this Certificate of Incorporation effecting changes set forth in (i) Section 242(d)(1) of the DGCL can be effected without a stockholder vote and (ii) Section 242(d)(2) of the DGCL

shall only require the vote of stockholders set forth in Section 242(d)(2) of the DGCL.

ARTICLE X.

Section 10.1 Exculpation. No director or officer of the Corporation shall have any personal liability to the Corporation or its

stockholders for monetary damages for any breach of fiduciary duty as a director or officer, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or hereafter may be amended. Any

amendment, repeal or modification of this Article X, or the adoption of any provision of this Certificate of Incorporation inconsistent with this Article X, shall not adversely affect any right or protection of a director or officer of

the Corporation with respect to any act or omission occurring prior to such amendment, repeal, modification or adoption. If the DGCL is amended after approval by the stockholders of this Article X to authorize corporate action further

eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended.

Section 10.2 Indemnification. The Corporation shall have the power to provide rights to indemnification and advancement of

expenses to its current and former officers, directors, employees and agents and to any person who is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture,

trust or other enterprise.

ARTICLE XI.

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 that is based upon a breach of a fiduciary duty

owed by any current or former 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 or

this Certificate of Incorporation (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, 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. This Article XI is intended to benefit and may be enforced by the Corporation, its officers and directors, the underwriters to any offering giving rise to such

complaint, and any other professional or entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering. Notwithstanding the foregoing, the

provisions of this Article XI shall not apply to suits brought to enforce any liability or duty created by the Exchange Act, 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.

ARTICLE XII.

Section 12.1 Section 203 of the DGCL. The Corporation expressly elects not to be governed by

Section 203 of the DGCL and the restrictions and limitations set forth therein.

Section 12.2 Interested Stockholder

Transactions. Notwithstanding anything to the contrary set forth in this Certificate of Incorporation, the Corporation shall not engage in any Business Combination (as defined below) at any point in time at which the Corporation’s

Class A Common Stock or Class B Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act with any Interested Stockholder (as defined below) for a period of three (3) years following the time that such

stockholder became an Interested Stockholder, unless:

(a) prior to such time that such stockholder became an Interested Stockholder, the

Board of Directors approved either the Business Combination or the transaction which resulted in such stockholder becoming an Interested Stockholder;

(b) upon consummation of the transaction which resulted in the stockholder becoming an

Interested Stockholder, the Interested Stockholder owned at least eighty-five percent (85%) of the voting stock (as defined below) of the Corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting

stock outstanding (but not the outstanding voting stock owned by the Interested Stockholder) those shares owned by (A) Persons who are Directors and also officers and (B) employee stock plans in which employee participants do not have the

right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

subsequent to such time that such stockholder became an Interested Stockholder, the Business Combination is approved by the Board of Directors and authorized at an annual or special meeting of stockholders by the affirmative vote of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of the outstanding shares of capital stock of the Corporation which is not owned by such Interested Stockholder.

Section 12.3 Definitions. As used in this Certificate of Incorporation, the following terms shall have the following meaning:

(a) “Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls, or is

controlled by, or is under common control with, another Person and, for purposes of the definition of Affiliate “control,” (including the terms “controlling,” “controlled by” and “under common control

with,”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting stock, by contract, or otherwise. A Person who is the

owner, of twenty percent (20%) or more of the outstanding voting stock of a corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the

evidence to the contrary. Notwithstanding the foregoing, a presumption of control shall not apply where such Person holds voting stock, in good faith and not for the purpose of circumventing this Article XII, as an agent, bank, broker, nominee,

custodian or trustee for one or more owners who do not individually or as a group have control of such entity.

(b)

“Associate”, when used to indicate a relationship with any Person, means: (i) any corporation, partnership, unincorporated association or other entity of which such Person is a Director, officer or partner or is, directly

or indirectly, the owner of twenty percent (20%) or more of any class of shares of voting stock of the Corporation; (ii) any trust or other estate in which such Person has at least a twenty percent (20%) beneficial interest or as to which such

Person serves as trustee or in a similar fiduciary capacity; and (iii) any relative or spouse of such Person, or any relative of such spouse, who has the same residence as such Person.

majority-owned subsidiary of the Corporation (A) with the Interested Stockholder, or (B) with any other corporation, partnership, unincorporated association or other entity if the merger or consolidation is caused by the Interested

Stockholder and as a result of such merger or consolidation this Article XII is not applicable to the surviving entity; (ii) any sale, lease, exchange, mortgage, pledge, Transfer or other disposition (in one transaction or a series of

transactions), except proportionately as a stockholder of the Corporation, to or with the

Interested Stockholder, whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary of the Corporation which assets have an

aggregate market value equal to ten percent (10%) or more of either the aggregate market value of all the assets of the Corporation determined on a consolidated basis or the aggregate market value of all the outstanding shares of capital stock of

the Corporation; (iii) any transaction which results in the issuance or Transfer by the Corporation or by any direct or indirect majority-owned subsidiary of the Corporation of any stock of the Corporation or of such subsidiary to the

Interested Stockholder, except: (A) pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which securities were outstanding prior to

the time that the Interested Stockholder became such; (B) pursuant to a merger under Section 251(g) of the DGCL (or any successor provision thereto); (C) pursuant to a dividend or distribution paid or made, or the exercise, exchange or

conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which security is distributed, pro rata to all holders of a class or series of stock of the Corporation subsequent to the

time the Interested Stockholder became such; (D) pursuant to an exchange offer by the Corporation to purchase stock made on the same terms to all holders of said stock; or (E) any issuance or Transfer of stock by the Corporation;

provided, however, that in no case under items (C) through (E) of this subsection shall there be an increase in the Interested Stockholder’s proportionate share of the stock of any class or series of the Corporation or of

the voting stock of the Corporation (except as a result of immaterial changes due to fractional share adjustments); (iv) any transaction involving the Corporation or any direct or indirect majority-owned subsidiary of the Corporation which has the

effect, directly or indirectly, of increasing the proportionate share of the stock of any class or series, or securities convertible into the stock of any class or series, of the Corporation or of any such subsidiary which is owned by the Interested

Stockholder, except as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares of stock not caused, directly or indirectly, by the Interested Stockholder; or (v) any receipt

by the Interested Stockholder of the benefit, directly or indirectly (except proportionately as a stockholder of the Corporation), of any loans, advances, guarantees, pledges, or other financial benefits (other than those expressly permitted in

subsections (i) through (iv) above) provided by or through the Corporation or any direct or indirect majority-owned subsidiary.

(d)

“Change of Control” means the occurrence of any of the following events: (1) any “Person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee

benefit plan of such Person and its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of shares of Class A Common Stock, Class B Common Stock, Preferred Stock and/or any other class or

classes of capital stock of the Corporation (if any) representing in the aggregate more than fifty percent (50%) of the voting power of all of the outstanding shares of capital stock of the Corporation entitled to vote; (2) the stockholders of

the Corporation approve a plan of complete liquidation or dissolution of the Corporation or there is consummated a transaction or series of related transactions for the sale, lease, exchange or other disposition, directly or indirectly, by the

Corporation of all or substantially all of the Corporation’s assets (including a sale of all or substantially all of the assets of WhiteHawk OpCo); (3) there is consummated a merger or consolidation of the Corporation with any other

corporation or entity,

and, immediately after the consummation of such merger or consolidation, the voting securities of the Corporation immediately prior to such merger or consolidation do not continue to represent,

or are not converted into, voting securities representing more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the Person resulting from such merger or consolidation or, if the surviving company is a

subsidiary, the ultimate parent thereof; or (4) the Corporation or one of its subsidiaries ceases to be the sole general partner or otherwise no longer has voting control over WhiteHawk OpCo; provided, however, that a “Change of

Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of related transactions immediately following which (a) the beneficial owners of the Class A Common Stock, Class B Common

Stock, Preferred Stock and/or any other class or classes of capital stock of the Corporation immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in and voting control over,

and own substantially all of the shares of, an entity which owns all or substantially all of the assets of the Corporation immediately following such transaction or series of transactions or (b) in the case of the foregoing clauses (1) or

(3), the Continuing Equity Owners are the “beneficial owner” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of

shares of Class A Common Stock, Class B Common Stock, Preferred Stock and/or any other class or classes of capital stock of the Corporation (if any) representing in the aggregate more than fifty percent (50%) of the voting power of all of

the outstanding shares of capital stock of the Corporation entitled to vote (or, in the case of a transaction described in the foregoing clause (3), more than fifty percent (50%) of the combined voting power of the then outstanding voting securities

of the Person resulting from such merger or consolidation or, if the surviving company is a subsidiary, the ultimate parent thereof).

(e)

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and any applicable rules and regulations promulgated thereunder, and any successor to such statute, rules or regulations.

(f) “Interested Stockholder” means any Person (other than the Corporation and any direct or indirect majority-owned

subsidiary of the Corporation) that (i) is the owner of fifteen percent (15%) or more of the outstanding voting stock of the Corporation, or (ii) is an Affiliate of the Corporation and was the owner of fifteen percent (15%) or more of the

outstanding voting stock of the Corporation at any time within the three-year period immediately prior to the date on which it is sought to be determined whether such Person is an Interested Stockholder, and the Affiliates and Associates of such

Person. Notwithstanding anything in this Article XII to the contrary, the term “Interested Stockholder” shall not include the Continuing Equity Owners. For the purpose of determining whether a Person is an Interested Stockholder,

the voting stock of the Corporation deemed to be outstanding shall include stock deemed to be owned by the Person through application of the definition of “owner” below but shall not include any other unissued stock of the Corporation

which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

(g) “owner,” including the terms “own” and

“owned,” when used with respect to any stock, means, for purposes of this Article XII, a Person that individually or with or through any of its Affiliates or Associates:

(i) beneficially owns such stock, directly or indirectly;

(ii) has (A) the right to acquire such stock (whether such right is exercisable immediately or only after the passage of time) pursuant

to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the owner of stock tendered pursuant to a tender or

exchange offer made by such Person or any of such Person’s Affiliates or Associates until such tendered stock is accepted for purchase or exchange; or (B) the right to vote such stock pursuant to any agreement, arrangement or

understanding; provided, however, that a Person shall not be deemed the owner of any stock because of such Person’s right to vote such stock if the agreement, arrangement or understanding to vote such stock arises solely from a revocable proxy

or consent given in response to a proxy or consent solicitation made to ten (10) or more Persons; or

(iii) has any agreement,

arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent as described in clause (B) of subsection (ii) above), or disposing of such stock with any other person that

beneficially owns, or whose Affiliates or Associates beneficially own, directly or indirectly, such stock.

(h)

“Person” means any individual, corporation, partnership, limited liability company, unincorporated association or other entity.

(i) “Securities Act” means the U.S. Securities Act of 1933, as amended, and applicable rules and regulations

promulgated thereunder, and any successor to such statute, rules or regulations.

(j) “stock” means, for

purposes of this Article XII, with respect to any corporation, capital stock and, with respect to any other entity, any equity interest.

(k) “Transfer” (and, with a correlative meaning, “Transferring”) means any sale, transfer,

assignment, redemption or other disposition of (whether directly or indirectly, whether with or without consideration and whether voluntarily or involuntarily or by operation of law) (a) any interest (legal or beneficial) in any shares of

capital of stock of the Corporation or (b) any equity or other interest (legal or beneficial) in any stockholder if substantially all of the assets of such stockholder consist solely of shares of capital stock of the Corporation; provided,

however, that the following shall not be considered a Transfer:

(i) the granting of a revocable proxy to officers or directors of the

Corporation at the request of the Board of Directors in connection with (i) actions to be taken at an annual or special meeting of stockholders, or (ii) any other action of the stockholders permitted by this Certificate of Incorporation;

(ii) the pledge of shares of Class B Common Stock by a stockholder that creates a mere

security interest in such shares pursuant to a bona fide loan or indebtedness transaction for so long as such stockholder continues to exercise voting control over such pledged shares; provided, however, that a foreclosure on such shares or other

similar action by the pledgee shall constitute a Transfer unless such foreclosure or similar action qualifies as a Permitted Transfer at such time; or

(iii) entering into a support, voting, tender or similar agreement or arrangement (with or without granting a proxy) or tendering any shares

in any tender or exchange offer for all of the outstanding shares of Class A Common Stock and Class B Common Stock, in each case, in connection with a Change of Control transaction, sale of all or substantially all assets, or any merger,

consolidation or other business combination involving the Corporation, whether effectuated through one transaction or series of related transactions, that, in each case, has been approved by the Board of Directors.

(l) “voting stock” means stock of any class or series entitled to vote generally in the election of Directors and,

with respect to any entity that is not a corporation, any equity interest entitled to vote generally in the election of the governing body of such entity. Every reference in this Article XII to a percentage or proportion of voting stock shall

refer to such percentage or other proportion of the votes of such voting stock.

ARTICLE XIII.

If any provision or provisions of this Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any

Person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Certificate of

Incorporation (including, without limitation, each portion of any sentence of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or

unenforceable) and the application of such provision to other Persons and circumstances shall not in any way be affected or impaired thereby. When the terms of this Certificate of Incorporation refer to a specific agreement or other document or a

decision by any body, person or entity to determine the meaning or operation of a provision hereof, the Secretary of the Corporation shall maintain a copy of such agreement, document or decision at the principal executive offices of the Corporation,

which shall be publicly available with the Corporation’s public filings or, to the extent not publicly available, a copy thereof shall be provided free of charge to any stockholder who makes a request therefor. Unless otherwise provided in

this Certificate of Incorporation, a reference to any specific agreement or other document shall be deemed a reference to such agreement or document as amended from time to time in accordance with the terms of such agreement or document.

[Signature Page Follows]

IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of

Incorporation to be signed on this 10th day of June, 2026.

WHITEHAWK INCOME CORPORATION

By:

/s/ Daniel Herz

Name:

Daniel Herz

Title:

Chief Executive Officer and President

[Attachments]

State of Delaware

Secretary of State

Division of Corporations

Delivered 09:22 AM 02/01/2024

FILED 09:22 AM 02/01/2024

SR 20240317758 - File Number 6629465

CERTIFICATE OF DESIGNATIONS OF

SERIES B PREFERRED STOCK OF

WHITEHAWK INCOME CORPORATION

WhiteHawk Income Corporation, a Delaware corporation (the “Company”), hereby certifies that,

pursuant to the provisions of Sections 103, 141 and 151 of the General Corporation Law of the State of Delaware, on February 1, 2024, the board of directors of the Company (the “Board’’) adopted the resolution shown

immediately below, which resolution is now, and at all times since its date of adoption has been in full force and effect:

RESOLVED, that pursuant to the provisions of the Amended and Restated Certificate of incorporation of the Company (as such may

be amended, modified or restated from time to time, the “Amended and Restated Charter”), which authorizes 400,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”), and

the authority thereby vested in the Board, a series of Preferred Stock be, and it is hereby, created, and that the designation and number of shares of such series, and the voting and other powers, preferences and relative, participating, optional or

other rights, and the qualifications, limitations and restrictions thereof are as set forth in the Amended and Restated Charter and this Certificate of Designations, as it may be amended from time to time (the “Certificate of

Designations”) as follows:

SECTION 1. Designation and Number of Shares. Pursuant to the Amended and Restated Charter,

there is hereby created out of the authorized and unissued shares of Preferred Stock a series of Preferred Stock consisting of 50,000 shares of Preferred Stock designated as “Series B Preferred Stock” (the “Series B Preferred

Stock’’). To the extent not prohibited by the Amended and Restated Charter, the provisions hereof or other provisions of applicable law, such number of shares may be increased or decreased by resolution of the Board; provided,

however, that no decrease shall reduce the number of shares of Series B Preferred Stock to less than the number of shares of Series B Preferred Stock then outstanding. Shares of the Series B Preferred Stock that are redeemed, purchased or

otherwise acquired by the Company shall be cancelled, and shall revert to authorized but unissued shares of Preferred Stock undesignated as to series and subject to later issuance.

SECTION 2. Rank. The Series B Preferred Stock shall, as to the payment of dividends and the distribution of assets upon the

liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, rank (i) pari passu with the Company’s Series A Preferred Stock and any other classes or series of Preferred Stock if, pursuant to the specific terms of

such class or series of Preferred Stock, holders of such Preferred Stock and the holders of Series B Preferred Stock are entitled to receipt of dividends and of amounts distributable upon dissolution, liquidation or winding up without preference or

priority one over the other (such other classes or series of Preferred Stock, the “Pari Securities”) (ii) senior to each class or series of the Company’s Common Stock, par value $0.0001 per share (the

“Common Stock”) and any other capital stock of the Company if the holders of Series B Preferred Stock are entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding up in

preference or priority to the holders of shares of such other capital stock (such securities collectively referred to herein as the “Junior Securities”) and (iii) junior to all existing or future indebtedness and any other

classes or series of Preferred Stock if, pursuant to the specific terms of such class or series of Preferred Stock, the holders of such Preferred Stock are entitled to the receipt of dividends or of amounts distributable upon liquidation,

dissolution or winding up in preference or priority to the holders of Series B Preferred Stock.

SECTION 3. Certification. The shares of Series B Preferred Stock may be issued as

certificated stock or in uncertificated, book-entry form as permitted by the bylaws of the Company and the Delaware General Corporation Law.

SECTION 4. Voting. The holders of the Series B Preferred Stock shall have no voting rights, and shall not be entitled to any vote with

respect to shares of Series B Preferred Stock held of record by a Holder on any matters on which any of the Company’s stockholders are entitled to vote, except as required by law; provided, the Board shall not amend the terms of the

Series B Preferred Stock or this Certificate of Designations without the consent of the holders of Series B Preferred Stock.

SECTION 5.

Dividends. Holders are entitled to a monthly preferred cumulative dividend at an annualized rate of ten percent (10%), subject to a dividend declaration by the Board. Dividends on each share of Series B Preferred Stock shall accrue on a

monthly basis from and including the date of issuance, whether or not the Company has assets legally available to make payment thereof. Dividends shall accumulate from the most recent date through which dividends shall have been paid, or, if no

dividends have been paid, from the date of issuance.

SECTION 6. Redemption.

a. WhiteHawk Redemption. Following the first anniversary of the date on which a share of Series B Preferred Stock was issued, subject

to the restrictions described herein and the provisions of applicable law, the Company shall have the right, but not the obligation, upon not less than ten (10) and not more than ninety (90) calendar days’ notice, to redeem such Series B

Preferred Stock at a redemption price of the Stated Value, plus all accrued and unpaid dividends thereon (the “Settlement Amount’’ and such a redemption, a “WhiteHawk Redemption”). For the

avoidance of doubt, the Holder Optional Redemption Fee shall not be charged upon a WhiteHawk Redemption.

b. Holder Optional

Redemption.

Subject to the restrictions described herein and the provisions of applicable law, each holder of Series B

Preferred Stock is entitled to request that the Company redeem the shares of Series B Preferred Stock held by such Holder (a “Holder Optional Redemption”) at any time.

ii.

The Holder Optional Redemption is subject to a redemption limit of two percent (2%) of the number of

outstanding shares of Series B Preferred Stock per month (measured using the number of outstanding Series B Preferred Stock as of the end of the immediately preceding month) and no more than five (5%) of the number of outstanding shares of Series B

Preferred Stock per calendar quarter (measured using the number of outstanding Series B Preferred Stock as of the end of the prior calendar quarter) (collectively, the “Holder Optional Redemption Limit”). If requested

redemptions exceed the Holder Optional Redemption Limit in any month or quarter, such redemptions will be made on a pro rata basis among the shares of Series B Preferred Stock submitted for redemption.

iii.

The Company shall settle the Holder Optional Redemption in cash by paying the Holder the Settlement Amount

minus the Holder Optional Redemption Fee.

iv.

Holders of Series B Preferred Stock must exercise the Holder Optional Redemption by delivering a notice of

redemption, effective as of the last Business Day of the month, at least five ( 5) days prior to the last Business Day of the month.

Upon the exercise of the Holder Optional Redemption, a “Holder Optional Redemption Fee”

shall be charged as follows: (a) prior to the first anniversary of issuance, ten percent (10%) of the Stated Value, (b) on or after the first anniversary of issuance but prior to the second anniversary of issuance, eight percent (8%) of the

Stated Value, (c) on or after the second anniversary of issuance but prior to the third anniversary of issuance, six percent (6%) of the Stated Value and (d) on or after the third anniversary of issuance, zero percent (0%) of the Stated Value.

WhiteHawk may waive the Holder Optional Redemption Fee in its sole discretion.

c. Redemption Due to

Death or Disability. Subject to certain restrictions, beginning on the date of original issuance and ending on the third anniversary of the date of issuance, the Company may redeem shares of Series B Preferred Stock from a beneficial owner who

is a natural person (including a natural person who holds shares of Series B Preferred Stock through an individual Retirement Account or in a personal or estate planning trust) upon his or her disability or death at the written request of the

beneficial owner or the beneficial owner’s estate at a redemption price equal to the Settlement Amount (for the avoidance of doubt, without application of the Holder Optional Redemption Fee). If been requested due to disability, the disability

must meet the definition of Section 72(m)(7) of the futemal Revenue Code and the condition causing the qualifying disability must not have been pre-existing on the date that the holder of Series B Preferred Stock became a Holder. In the case of

death or disability, such a written request must be supported by verifiable documentation which is acceptable in the sole discretion of WhiteHawk. Redemption due to death or disability will not be included in the Holder Optional Redemption Limit.

d. Triggered Redemption. In the event of a Series B Triggered Redemption Event, the Company shall redeem all of the

outstanding Series B Preferred Stock no later than sixty (60) days after the completion of such Series B Triggered Redemption Event, at a redemption price of the Settlement Amount.

SECTION 7. Shares to be Retired. All shares of Series B Preferred Stock redeemed by the Company in accordance with

Section 6 shall be retired and cancelled and shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series.

SECTION 8. Liquidation, Dissolution or Winding Up of the Company. In the event of a

voluntary or involuntary liquidation, dissolution or winding up of the Company, subject to (i) the rights of the holders of the Company’s debt and (ii) the proportionate rights of the holders of the Series A Preferred Stock and any other Pari

Securities, the holders of Series B Preferred Stock will first be entitled to receive the Stated Value, plus an amount equal to any accrued but unpaid cumulative dividends to, but not including, the date of payment, before any distribution of assets

is made to holders of any Junior Securities. After the payment or provision for the Company’s debts and other liabilities and payment to the holders of the Company’s Preferred Stock, the remaining funds and assets available for

distribution shall be distributed among the holders of Common Stock.

SECTION 9. Severability. In the event any provision of these

terms for the Series B Preferred Stock is for any reason held by a court of competent jurisdiction to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and these terms

for the Series B Preferred Stock shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

SECTION 10. Miscellaneous.

a. Transfers of Series B Preferred Stock held in uncertificated, book-entry form shall be made only upon the transfer books of the Company

kept at an office of the transfer agent upon receipt of proper transfer instructions from the registered owner of such uncertificated shares, or from a duly authorized attorney or from an individual presenting proper evidence of succession,

assignment or authority to transfer the stock. The Company may refuse any requested transfer until furnished evidence satisfactory to it that such transfer is proper.

b. The shares of Series B Preferred Stock shall not be subject to the operation of any retirement or sinking fund. The shares of Series B

Preferred Stock shall not be convertible into, or exchangeable for, shares of stock of any other class or classes, or of any other series of the same class.

c. All notices and other communications given or made hereunder shall be in writing and shall be deemed effectively given upon the earlier of

actual receipt, or (i) personal delivery to the party to be notified, (ii) when sent, if sent by electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the next Business Day, (iii) five

days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery,

with written verification of receipt. Notice to any Holder shall be given to the registered address set forth in the Company’s records for such Holder.

d. With respect to any notice to a Holder required to be provided hereunder, neither failure to send such notice, nor any defect therein or in

the sending thereof, to any particular Holder shall affect the sufficiency of the notice or the validity of the proceedings referred to in such notice with respect to the other Holders or affect the legality or validity of any vote upon any such

action (assuming due and proper notice to such other Holders). Any notice which was sent in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Holder actually receives the notice.

e. The shares of Series B Preferred Stock shall be issuable only in whole shares.

f. Any payments required to be made hereunder on any day that is not a Business Day shall be made on the next succeeding Business Day without

interest or additional payment for such delay. All payments required hereunder shall be made by wire transfer of immediately available funds in United States Dollars to the Holders in accordance with the payment instructions as such Holders may

deliver by written notice to the Company from time to time.

g. The shares of Series B Preferred Stock shall have no preemptive or

subscription rights, except those that may be expressly provided by contract.

SECTION 11 . Definitions.

a. “Business Day” means any weekday that is not a day on which banking institutions in New York, New York are

authorized or required by law, regulation or executive order to be closed.

b. “Holder” means, unless the

context otherwise indicates or requires, a holder of record of a share of Series B Preferred Stock, as reflected in the transfer books of the Company.

c. “Series B Triggered Redemption Event” means: (i) the sale, transfer or other disposition, in a single transaction

or series of related transactions of all or substantially all of the Company’s assets, (ii) a merger or consolidation transaction into another entity where immediately following the consummation of such transaction, the holders of Common Stock

will receive the interests of another entity, or (iii) the closing of the transfer (whether by merger, consolidation or otherwise) of the Company’s capital stock if, after such closing, the beneficial owner ( as defined under the Securities

Exchange Act of 1934, as amended) would acquire more than fifty percent (50%) of the outstanding voting securities of the Company (or the surviving or acquiring entity).

d. “Stated Value” means $1,000 per share of Series B Preferred Stock.

[Signature page follows]

IN WITNESS WHEREOF, the Company has caused this Certificate of Designations to be signed by

its undersigned duly authorized officer.

WHITEHAWK INCOME CORPORATION

By:

/s/ Daniel C. Herz

Name:

Daniel C. Herz

Title:

Chief Executive Officer

[Signature Page to

Series B Certificate of Designations]

CERTIFICATE OF INCREASE

WHITEHAWK INCOME

CORPORATION

WhiteHawk Income Corporation, a Delaware corporation (the “Corporation”), certifies as follows:

First: The Corporation filed a Certificate of Designations of Series B Preferred Stock of the Corporation with the Office of the

Secretary of State of the State of Delaware authorizing 50,000 shares of Series B Preferred Stock.

Second: The Board of Directors

of the Corporation adopted a resolution authorizing and directing that the authorized number of shares of Series B Preferred Stock be increased to 100,000 shares.

[Signature Page Follows]

State of Delaware

Secretary of State

Division of

Corporations

Delivered 08:02 AM 05/08/2026

FILED 08:02 AM 05/08/2026

20262368495 - File Number 6629465

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Increase to be

executed by its duly authorized officer on the date set forth below.

WHITEHAWK INCOME CORPORATION

By:

/s/ Daniel Herz

Name:

Daniel Herz

Title:

Chief Executive Officer

Date:

May 7, 2026

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:26 PM 03/30/2026

FILED 04:26 PM 03/30/2026

SR 20261477249 - File Number 6629465

CERTIFICATE OF DESIGNATIONS OF PREFERRED STOCK OF

WHITEHAWK INCOME CORPORATION

WhiteHawk Income Corporation, a Delaware corporation (the “Company”), hereby certifies that, pursuant to the

provisions of Sections 103, 141 and 151 of the General Corporation Law of the State of Delaware, on March 30, 2026, the board of directors of the Company (the “Board”) adopted the resolution shown immediately below, which

resolution is now, and at all times since its date of adoption has been in full force and effect:

RESOLVED, that pursuant to the

provisions of the Amended and Restated Certificate of Incorporation of the Company (as such may be amended, modified or restated from time to time, the “Amended and Restated Charter”), which authorizes 400,000 shares of

preferred stock, par value $0.0001 per share (the “Preferred Stock”), and the authority thereby vested in the Board, a series of Preferred Stock be, and it is hereby, created, and that the designation and number of shares

of such series, and the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof are as set forth in the Amended and Restated Charter and this

Certificate of Designations, as it may be amended from time to time (the “Certificate of Designations”) as follows:

SECTION 1. Designation and Number of Shares. Pursuant to the Amended and Restated Charter, there is hereby created out of

the authorized and unissued shares of Preferred Stock a series of Preferred Stock consisting of 37,780 shares of Preferred Stock designated as “Series D Preferred Stock” (the “Series D Preferred Stock”). To the

extent not prohibited by the Amended and Restated Charter, the provisions hereof or other provisions of applicable law, such number of shares may be increased or decreased by resolution of the Board; provided, however, that no decrease shall

reduce the number of shares of Series D Preferred Stock to less than the number of shares of Series D Preferred Stock then outstanding. Shares of the Series D Preferred Stock that are redeemed, purchased or otherwise acquired by the Company shall be

cancelled, and shall revert to authorized but unissued shares of Preferred Stock undesignated as to series and subject to later issuance.

SECTION 2. Rank The Series D Preferred Stock shall, as to the payment of dividends and the distribution of assets upon

the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, rank senior to each class or series of the Company’s Common Stock par value $0.0001 per share (the “Common Stock’’)

and any other class or series of capital stock of the Company, including but not limited to the Company’s Series B Preferred Stock (such securities collectively referred to herein as the “Junior Securities”).

SECTION 3. Uncertificated Shares. The shares of Series D Preferred Stock shall be in uncertificated, book-entry form

as permitted by the bylaws of the Company and the Delaware General Corporation Law.

SECTION 4. Voting.

(a) Except as set forth in this Certificate of Designations, the holders of the Series D Preferred Stock shall have no voting rights, and

shall not be entitled to any vote with respect to shares of Series D Preferred Stock held of record by a Holder on any matters on which any of the Company’s stockholders are entitled to vote, except as set forth in this Certificate of

Designations or as required by law.

(b) Notwithstanding the foregoing, at any time when any shares of Series D Preferred Stock

are outstanding the Company shall not, either directly or indirectly by amendment, merger, consolidation or otherwise, do any of the following without the consent of the then-holders of Series D Preferred Stock:

(i) other than pursuant to that certain Note Purchase Agreement, dated as of September 17, 2024, by and among the Company,

Pacific Indemnity Company, EIG River Energy Partners, L.P., EIG Upstream Partners, L.P., EIG Blandelier Partners, L.P., U.S. Bank Trust Company, National Association and each of the guarantors thereunder (as may be amended, supplemented or otherwise

modified from time to time, the “EIG Note Purchase Agreement”), guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness except for trade accounts of the Company or

any subsidiary arising in the ordinary course of business;

(ii) incur any indebtedness, other than trade credit incurred

in the ordinary course of business or pursuant to the EIG Note Purchase Agreement; and

(iii) other than the Series D

Preferred Stock, create or issue or obligate itself to issue shares of, or reclassify, any capital stock unless the same ranks junior to the Series D Preferred Stock with respect to its special rights, powers and preferences.

SECTION 5. Dividends.

(a) Dividends on each share of Series D Preferred Stock shall (i) accrue on a daily basis at the Dividend Rate from and including the date of

issuance, whether or not the Company has assets legally available to make payment thereof and (ii) be payable monthly in arrears on each Dividend Payment Date. Dividends shall accumulate from the most recent date through which dividends shall have

been paid, or, if no dividends have been paid, from the date of issuance.

(b) No dividend or distribution shall be declared and paid on

any class or series of capital stock of the Company unless all dividends are declared and paid with respect to the Series D Preferred Stock pursuant to Section 5(a).

(c) If the Company does not redeem all of the shares of Series D Preferred Stock prior to the Dividend Cutoff Date, the Company shall not

declare, pay or set aside any distributions or dividends with respect to any class or series of capital stock of the Company until all of the shares of Series D Preferred Stock have been redeemed and the Holders have received the Minimum Return.

(d) Prior to declaring any dividend with respect to shares of any class or series of capital stock of the Company in accordance with this

Section 5, the Company shall take any and all prior corporate action necessary to authorize any corporate action in respect of the Series D Preferred Stock required under this Certificate of Designations.

SECTION 6. Optional Redemption; Mandatory Redemption.

(a) Subject to compliance with the provisions of applicable law, the Company shall have the right, but not the obligation, to redeem the

Series D Preferred Stock, in whole or in part, at any time and from time to time, at a redemption price of $1,000 per share of Series D Preferred Stock, plus all accrued and unpaid dividends thereon, if any (such agreement amount, the

“Redemption Price”), by delivering written notice thereof (a “Notice of Optional Redemption”) to each Holder and the Company’s transfer agent (if any) at least three (3)

Business Days prior to the date designated therein for such redemption. Upon the exercise of the optional redemption right set forth in this Section 6(a) with respect to any share of Series D Preferred Stock that is the last share of Series D

Preferred Stock held by a Holder, in addition to the Redemption Price, if applicable, the Company shall pay an additional dividend, if required, such that, together with the payment of the Redemption Price and all dividends paid with respect to such

Holder in the aggregate, such Holder shall have received the Minimum Return (such additional dividend, the “Minimum Return Payment”).

(b) In the event that (i) there is a Deemed Liquidation Event, (ii) the Company ceases, or is deemed to have ceased, to conduct business,

(iii) any legal proceeding by any judgment creditor is commenced against the Company to attach or levy upon any material property of the Company, which is not dismissed within 45 days, (iv) the Company shall become the subject of any bankruptcy

(including, without limitation, any reorganization under Chapter 11 of Title 11 of the United States Code and /or its foreign equivalent), insolvency, receivership, liquidation (including, without limitation, any liquidation under Chapter 7 of Title

11 of the United States Code and/or its foreign equivalent), or dissolution under applicable law or statute, or (v) the Company shall make a general assignment for the benefit of its creditors (each, a “Mandatory Redemption

Trigger”), then, in the case of each of the foregoing, the Company shall be required to redeem all of the issued and outstanding Series D Preferred Stock at the Redemption Price, accompanied by the Minimum Return Payment,

if applicable.

(c) As promptly as possible following the delivery of a Notice of Optional Redemption (but no earlier than three (3) days

thereafter) or upon a Mandatory Redemption Trigger, each Holder specified, as applicable, to be redeemed by the Company shall have such Holder’s shares of Series D Preferred Stock to be redeemed by the Company exchanged for the Redemption

Price, accompanied by the Minimum Return Payment, if applicable.

(d) If, on the date of any redemption pursuant to this Section 6,

Delaware law governing distributions to stockholders prevents the Company from redeeming all shares of Series D Preferred Stock to be redeemed pursuant to this Section 6, the Company shall ratably redeem the maximum number of shares of Series

D Preferred Stock that it may redeem consistent with such law, and shall use best efforts to ameliorate such condition and redeem the remaining shares of Series D Preferred Stock as soon as it may lawfully do so under such law. For the avoidance of

doubt, (i) all rights with respect to the shares of Series D Preferred Stock redeemed pursuant to this Section 6 and (ii) the Company’s obligation to pay dividends with respect to such shares of Series D Preferred Stock if, as and when

declared by the Board of Directors will terminate only upon the Redemption Price, accompanied by the Minimum Return Payment, if applicable, being paid in full and in cash in respect of such shares of Series D Preferred Stock.

SECTION 7. Shares to be Retired. All shares of Series D Preferred Stock

redeemed by the Company in accordance with Section 6 shall be retired and cancelled and shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series.

SECTION 8. Liquidation, Dissolution or Winding Up of the Company. In the event of a voluntary or involuntary liquidation,

dissolution or winding up of the Company (a “Liquidation Event”), holders of the Series D Preferred Stock will first be entitled to receive the Minimum Return before any distribution of assets is made to

holders of any Junior Securities. After the payment of the Minimum Return to the holders of the Series D Preferred Stock, the remaining assets of the Company shall be distributed ratably to the holders of the Common Stock and any other Junior

Securities in accordance with their rights and preferences.

SECTION 9. Severability. In the event any provision of

these terms for the Series D Preferred Stock is for any reason held by a court of competent jurisdiction to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and these

terms for the Series D Preferred Stock shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

SECTION 10. Miscellaneous.

(a) Transfers of Series D Preferred Stock held in uncertificated, book-entry form shall be made only upon the transfer books of the Company

assignment or authority to transfer the stock. The Company may refuse any requested transfer until furnished evidence satisfactory to it that such transfer is proper.

(b) The shares of Series D Preferred Stock shall not be subject to the operation of any retirement or sinking fund. The shares of Series D

Preferred Stock shall not be convertible into, or exchangeable for, shares of stock of any other class or classes, or of any other series of the same class.

(c) All notices and other communications given or made hereunder shall be in writing and shall be deemed effectively given upon the earlier of

with written verification of receipt. Notice to any Holder shall be given to the registered address set forth in the Company’s records for such Holder.

(d) With respect to any notice to a HoIder required to be provided hereunder, neither failure to send such notice, nor any defect therein or

in the sending thereof, to any particular Holder shall affect the sufficiency of the notice or the validity of the proceedings referred to in such notice with respect to the other Holders or affect the legality or validity of any vote upon any such

(e) Any payments required to be made hereunder on any day that is not a Business Day shall

be made on the next succeeding Business Day without interest or additional payment for such delay. All payments required hereunder shall be made by wire transfer of immediately available funds in United States Dollars to the Holders in accordance

with the payment instructions as such Holders may deliver by written notice to the Company from time to time.

(f) The shares of Series D

Preferred Stock shall have no preemptive or subscription rights, except those that may be expressly provided by contract.

SECTION 11.

Definitions.

(a) “Business Day” means any weekday that is not a day on which banking

institutions in New York, New York are authorized or required by law, regulation or executive order to be closed.

(b)

“Dividend Cutoff Date” means December 31, 2028.

first day of each month; provided, that, if any such Dividend Payment Date is not a Business Day, then the applicable dividend shall be payable on the next Business Day immediately following such Dividend Payment Date, without any interest or

additional accrual (other than any such accrual that is payable on the subsequent Dividend Payment Date).

(d) “Dividend

Rate” means (i) from and including the Closing to December 31, 2027, 14% per annum and (ii) after December 31, 2027, 18% per annum.

(e) “Deemed Liquidation Event” means:

(i) a merger, consolidation, statutory conversion, transfer, domestication, or continuance in which (A) the Company is a

constituent party; or (B) a subsidiary of Company is a constituent party and the Company issues shares of its capital stock pursuant to such merger or consolidation, except any such merger, consolidation, statutory conversion, transfer,

domestication, or continuance involving the Company or a subsidiary in which the shares of capital stock of the Company outstanding immediately prior to such merger, consolidation, statutory conversion, transfer, domestication, or continuance

continue to represent, or are converted into or exchanged for shares of capital stock or other equity interests that represent, immediately following such merger, consolidation, statutory conversion, transfer, domestication, or continuance, a

majority, by voting power, of the capital stock or other equity interests of ( 1) the surviving or resulting corporation or entity; or (2) if the surviving or resulting corporation or entity is a wholly owned subsidiary of another corporation or

entity immediately following such merger, consolidation, statutory conversion, transfer, domestication, or continuance, the parent corporation or entity of such surviving or resulting corporation or entity; or

(ii) (A) the sale, lease, transfer, exclusive license or other disposition,

in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole or (B) the sale, lease, transfer, exclusive

license or other disposition (whether by merger, consolidation, statutory conversion, domestication, continuance or otherwise, and whether in a single transaction or a series of related transactions) of one or more subsidiaries of the Company if

substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the

Company.

(t) “Minimum Return” means a return of 8% per share of Series D Preferred Stock upon the payment of all

dividends thereon and all liquidation, redemption and other cash payments, as applicable, made by the Company to the holder of such share of Series D Preferred Stock with respect to such share of Series D Preferred Stock.

(g) “Holder” means, unless the context otherwise indicates or requires, a holder of record of a share of Series D

Preferred Stock, as reflected in the transfer books of the Company.

[Signature page follows]

IN WITNESS WHEREOF, the Company has caused this Certificate of Designations to be

signed by its undersigned duly authorized officer.

WHITEHAWK INCOME CORPORATION

By:

/s/ Daniel C. Herz

Name:

Daniel C. Herz

Title:

Chief Executive Officer

Signature Page to

Certificate of Designations

EX-3.2

Filename: d150033dex32.htm · Sequence: 3

EX-3.2

Exhibit 3.2

Amended and Restated Bylaws of

WhiteHawk Minerals Corp.

(a Delaware corporation)

as of June 10, 2026

Table of Contents

Page

Article I - Corporate Offices

1.1

Registered Office

1.2

Other Offices

Article II - Meetings of Stockholders

2.1

Place of Meetings

2.2

Annual Meeting

2.3

Special Meeting

2.4

Advance Notice of Business to be Brought before a Meeting

2.5

Advance Notice of Nominations for Election to the Board of Directors at a Meeting

2.6

Additional Requirements for Valid Nomination of Candidates to Serve as Director and, if Elected, to be Seated as

Directors

2.7

Notice of Stockholders’ Meetings

2.8

Quorum

2.9

Adjourned Meeting; Notice

2.10

Conduct of Business

2.11

Voting

2.12

Record Date for Stockholder Meetings and Other Purposes

2.13

Proxies

2.14

List of Stockholders Entitled to Vote

2.15

Inspectors of Election

2.16

Delivery to the Corporation

Article III - Directors

3.1

Powers

3.2

Number of Directors

3.3

Election, Qualification and Term of Office of Directors

3.4

Resignation and Vacancies

3.5

Place of Meetings; Meetings by Telephone

3.6

Regular Meetings

3.7

Special Meetings; Notice

3.8

Quorum

3.9

Board Action without a Meeting

3.10

Fees and Compensation of Directors

Article IV - Committees

4.1

Committees of Directors

4.2

Committee Minutes

4.3

Meetings and Actions of Committees

4.4

Subcommittees

Article V - Officers

5.1

Officers

5.2

Appointment of Officers

TABLE OF CONTENTS

(continued)

Page

5.3

Subordinate Officers

5.4

Removal and Resignation of Officers

5.5

Vacancies in Offices

5.6

Representation of Shares of Other Corporations

5.7

Authority and Duties of Officers

5.8

Compensation

Article VI - Records

Article VII - General Matters

7.1

Execution of Corporate Contracts and Instruments

7.2

Stock Certificates

7.3

Special Designation of Certificates

7.4

Lost Certificates

7.5

Shares Without Certificates

7.6

Construction; Definitions

7.7

Dividends

7.8

Fiscal Year

7.9

Seal

7.10

Transfer of Stock

7.11

Stock Transfer Agreements

7.12

Registered Stockholders

7.13

Waiver of Notice

Article VIII - Notice

8.1

Delivery of Notice; Notice by Electronic Transmission

Article IX - Indemnification

9.1

Indemnification of Directors and Officers

9.2

Indemnification of Others

9.3

Prepayment of Expenses

9.4

Determination; Claim

9.5

Non-Exclusivity of Rights

9.6

Insurance

9.7

Other Indemnification

9.8

Continuation of Indemnification

9.9

Amendment or Repeal; Interpretation

Article X - Amendments

Article XI - Definitions

Amended and Restated Bylaws of

WhiteHawk Minerals Corp.

Article I - Corporate Offices

1.1

Registered Office.

The address of the registered office of WhiteHawk Minerals Corp. (the “Corporation”) in the State of Delaware, and the name

of its registered agent at such address, shall be as set forth in the Corporation’s certificate of incorporation, as the same may be amended and/or restated from time to time (the “Certificate of Incorporation”).

1.2

Other Offices.

The Corporation may have additional offices at any place or places, within or outside the State of Delaware, as the Corporation’s board

of directors (the “Board”) may from time to time establish or as the business of the Corporation may require.

Article II - Meetings of Stockholders

2.1

Place of Meetings.

Meetings of stockholders shall be held at any place within or outside the State of Delaware, designated by the Board. The Board may, in its

sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the General Corporation Law of the State of Delaware

(the “DGCL”). In the absence of any such designation or determination, stockholders’ meetings shall be held at the Corporation’s principal executive office.

2.2

Annual Meeting.

The Board shall designate the date and time of the annual meeting of stockholders. At the annual meeting of stockholders, directors shall be

elected and other proper business properly brought before the meeting in accordance with Section 2.4 may be transacted. The Board may postpone, reschedule or cancel any previously scheduled annual meeting of stockholders.

2.3

Special Meeting.

Special meetings of stockholders may be called only by such persons and only in such manner as set forth in the Certificate of Incorporation.

No business may be transacted at any special meeting of stockholders other than the business specified in the notice of such meeting. The

Board may postpone, reschedule or cancel any previously scheduled special meeting of stockholders.

2.4

Advance Notice of Business to be Brought before a Meeting.

(a) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To

be properly brought before an annual meeting, business must be (i) specified in a notice of meeting given by or at the direction of the Board, (ii) if not specified in a notice of meeting, otherwise brought before the meeting by or at the

direction of the Board or the Chairman of the Board or (iii) otherwise properly brought before the meeting by a stockholder present in person who (A)(1) was a record owner of shares of capital stock of the Corporation both at the time of giving

the notice provided for in this Section 2.4 and at the time of the meeting, (2) is entitled to vote at the meeting, and (3) has complied with this Section 2.4 in all applicable respects or (B) properly made such proposal in

accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations, the “Exchange

Act”). The foregoing clause (iii) shall be the exclusive means for a stockholder to propose business to be brought before an annual meeting of the stockholders. For purposes of this Section 2.4 and Section 2.5,

“present in person” shall mean that the stockholder proposing that the business be brought before the annual meeting of the Corporation, or a qualified representative of such proposing stockholder, appear at such annual meeting,

either in person or by means of remote communication. A “qualified representative” of such proposing stockholder shall be a duly authorized officer, manager or partner of such stockholder or any other person authorized by a

writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable

reproduction of the writing or electronic transmission, at or before the meeting of stockholders in writing or by electronic transmission. Stockholders seeking to nominate persons for election to the Board must comply with Section 2.5 and

Section 2.6 and this Section 2.4 shall not be applicable to nominations for election to the Board except as expressly provided in Section 2.5 and Section 2.6.

(b) Without qualification, for business to be properly brought before an annual meeting by a stockholder, the stockholder must

(i) provide Timely Notice (as defined below) thereof in writing and in proper form to the Secretary of the Corporation and (ii) provide any updates or supplements to such notice at the times and in the forms required by this

Section 2.4. To be timely, a stockholder’s notice must be delivered to, or mailed and received at, the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred twenty (120) days

prior to the one-year anniversary of the preceding year’s annual meeting which, in the case of the first annual meeting of stockholders following the closing of the Corporation’s initial

underwritten public offering of common stock, the date of the preceding year’s annual meeting shall be deemed to be June 1; provided, however, that if the date of the annual meeting is more than thirty (30) days before or more than

sixty (60) days after such anniversary date, notice by the stockholder to be timely must be so delivered, or mailed and received, not more than the hundred twentieth (120th) day prior to such

annual meeting and not later than (i) the ninetieth (90th) day prior to such annual meeting or, (ii) if later, the tenth (10th) day

following the day on which public disclosure of the date of such annual meeting was first made by the Corporation (such notice within such time periods, “Timely Notice”). In no event shall any adjournment or postponement of an

annual meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of Timely Notice as described above.

to the Secretary of the Corporation shall set forth:

(i) As to each Proposing Person (as defined below), (A) the name and address of such

Proposing Person (including, if applicable, the name and address that appear on the Corporation’s books and records), (B) the class or series and number of shares of capital stock of the Corporation that are, directly or indirectly, owned of

record or beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) by such Proposing Person, except that such Proposing Person shall in all events be deemed to beneficially own any shares

of any class or series of capital stock of the Corporation as to which such Proposing Person has a right to acquire beneficial ownership at any time in the future, (C) the date or dates such shares were acquired, (D) the investment intent

of such acquisition and (E) any pledge by such Proposing Person with respect to any of such shares (the disclosures to be made pursuant to the foregoing clauses (A) through (E) are referred to as “Stockholder

Information”);

(ii) As to each Proposing Person,

(A) the material terms and conditions of any “derivative security” (as such term is defined in Rule

16a-1(c) under the Exchange Act) that constitutes a “call equivalent position” (as such term is defined in Rule 16a-1(b) under the Exchange Act) or a

“put equivalent position” (as such term is defined in Rule 16a-1(h) under the Exchange Act) or other derivative or synthetic arrangement in respect of any class or series of shares of capital stock

of the Corporation (“Synthetic Equity Position”) that is, directly or indirectly, held or maintained by, held for the benefit of, or involving such Proposing Person, including, without limitation,

(1) any option, warrant, convertible security, stock appreciation right, future or similar right with an exercise or conversion privilege or a

settlement payment or mechanism at a price related to any class or series of shares of capital stock of the Corporation or with a value derived in whole or in part from the value of any shares of any class or series of shares of capital stock of the

Corporation,

(2) any derivative or synthetic arrangement having the characteristics of a long position or a short position in any class

or series of shares of capital stock of the Corporation, including, without limitation, a stock loan transaction, a stock borrow transaction, or a share repurchase transaction or

(3) any contract, derivative, swap or other transaction or series of transactions designed to: (x) produce economic benefits and risks

that correspond substantially to the ownership of any class or series of shares of capital stock of the Corporation, (y) mitigate any loss relating to, reduce the economic risk (of ownership or otherwise) of, or manage the risk of share price

decrease in, any class or series of shares of capital stock of the Corporation, or

(z) increase or decrease the voting power in respect

of any class or series of shares of capital stock of the Corporation held or maintained by, held for the benefit of, or involving such Proposing Person,

including, without limitation, due to the fact that the value of such contract, derivative, swap or other transaction or series of

transactions is determined by reference to the price, value or volatility of any class or series of shares of capital stock of the Corporation, whether or not such instrument, contract or right shall be subject to settlement in the underlying class

or series of shares of capital stock of the Corporation, through the delivery of cash or other property, or otherwise, and without regard to

whether the holder thereof may have entered into transactions that hedge or mitigate the economic effect of such instrument, contract or right, or any other direct or indirect opportunity to

profit or share in any profit derived from any increase or decrease in the price or value of any shares of any class or series of shares of capital stock of the Corporation;

provided that, for the purposes of the definition of “Synthetic Equity Position,” the term “derivative

security” shall also include any security or instrument that would not otherwise constitute a “derivative security” as a result of any feature that would make any conversion, exercise or similar right or privilege of such security

or instrument becoming determinable only at some future date or upon the happening of a future occurrence, in which case the determination of the amount of securities into which such security or instrument would be convertible or exercisable shall

be made assuming that such security or instrument is immediately convertible or exercisable at the time of such determination; and, provided, further, that any Proposing Person satisfying the requirements of Rule 13d-1(b)(1) under the Exchange Act (other than a Proposing Person that so satisfies Rule 13d-1(b)(1) under the Exchange Act solely by reason of Rule 13d- 1(b)(1)(ii)(E)) shall not be deemed to hold or maintain the notional amount of any securities that underly any Synthetic Equity Position that is, directly or indirectly, held or maintained by, held for the

benefit of, or involving such Proposing Person as a hedge with respect to a bona fide derivatives trade or position of such Proposing Person arising in the ordinary course of such Proposing Person’s business as a derivatives dealer,

(B) a description of any agreement, arrangement or understanding with respect to any rights to dividends on the shares of any class or series

of shares of capital stock of the Corporation owned beneficially by such Proposing Person that are separated or separable pursuant to such agreement, arrangement or understanding from the underlying shares of capital stock of the Corporation,

(C) any material pending or threatened legal proceeding in which such Proposing Person is a party or material participant involving the

Corporation or any of its officers or directors, or any affiliate of the Corporation,

(D) any other material relationship between such

Proposing Person, on the one hand, and the Corporation or any affiliate of the Corporation, on the other hand,

(E) any direct or indirect

material interest in any material contract or agreement of such Proposing Person with the Corporation or any affiliate of the Corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting

agreement),

(F) any proportionate interest in shares of capital stock of the Corporation or a Synthetic Equity Position held, directly or

indirectly, by a general or limited partnership, limited liability company or similar entity in which any such Proposing Person (1) is a general partner or, directly or indirectly, beneficially owns an interest in a general partner of such

general or limited partnership or (2) is the manager, managing member or, directly or indirectly, beneficially owns an interest in the manager or managing member of such limited liability company or similar entity,

(G) a representation that such Proposing Person intends or is part of a group that intends

to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or otherwise solicit proxies or votes from stockholders in support

of such proposal, and

(H) any other information relating to such Proposing Person that would be required to be disclosed in a proxy

statement or other filing required to be made in connection with solicitations of proxies or consents by such Proposing Person in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act,

(the disclosures to be made pursuant to the foregoing clauses (A) through (H) are referred to as “Disclosable

Interests”); provided, however, that Disclosable Interests shall not include any such disclosures with respect to the ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee

who is a Proposing Person solely as a result of being the stockholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner; and

(iii) As to each item of business that the stockholder proposes to bring before the annual meeting, (A) a brief description of the

business desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and any material interest in such business of each Proposing Person, (B) the text of the proposal or business (including

the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Bylaws or the Certificate of Incorporation, the language of the proposed amendment), (C) a reasonably detailed description of

all agreements, arrangements and understandings (x) between or among any of the Proposing Persons or (y) between or among any Proposing Person and any other record or beneficial holder(s) or persons(s) who have a right to acquire

beneficial ownership at any time in the future of the shares of any class or series of capital stock of the Corporation or any other person or entity (including their names) in connection with the proposal of such business by such

stockholder, and (D) any other information relating to such item of business that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies in support of the business

proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act; provided, however, that the disclosures required by this paragraph (iii) shall not include any disclosures with respect to any broker,

dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the stockholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner.

For purposes of this Section 2.4, the term “Proposing Person” shall mean (i) the stockholder providing the

notice of business proposed to be brought before an annual meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the business proposed to be brought before the annual meeting is made, and

(iii) any participant (as defined in paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A) with such stockholder in such solicitation.

(d) The Board may request that any Proposing Person furnish such additional information as may be reasonably required by the Board. Such

Proposing Person shall provide such additional information within ten (10) days after it has been requested by the Board.

(e) A Proposing Person shall update and supplement its notice to the Corporation of its

intent to propose business at an annual meeting, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.4 shall be true and correct as of the record date for stockholders entitled to

vote at the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary of the

Corporation at the principal executive offices of the Corporation (A) not later than five (5) business days after the record date for stockholders entitled to vote at the meeting (in the case of the update and supplement required to be

made as of such record date), and (B) not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the

date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof). For the avoidance of doubt,

the obligation to update and supplement as set forth in this paragraph or any other Section of these Bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder, extend any

applicable deadlines hereunder or enable or be deemed to permit a stockholder who has previously submitted notice hereunder to amend or update any proposal or to submit any new proposal, including by changing or adding matters, business or

resolutions proposed to be brought before a meeting of the stockholders.

(f) Notwithstanding anything in these Bylaws to the contrary, no

business shall be conducted at an annual meeting that is not properly brought before the meeting in accordance with this Section 2.4. The presiding person of the meeting (or, in advance of any meeting of stockholders, the Board or an authorized

committee thereof) shall, if the facts warrant, determine that the business was not properly brought before the meeting in accordance with this Section 2.4, and if such presiding person should so determine, such presiding person shall so

declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

(g) This Section 2.4

is expressly intended to apply to any business proposed to be brought before an annual meeting of stockholders other than any proposal made in accordance with Rule 14a-8 under the Exchange Act and included in

the Corporation’s proxy statement. In addition to the requirements of this Section 2.4 with respect to any business proposed to be brought before an annual meeting, each Proposing Person shall comply with all applicable requirements of the

Exchange Act with respect to any such business. Nothing in this Section 2.4 shall be deemed to affect the rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

(h) For purposes of these Bylaws, “public disclosure”

shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

2.5

Advance Notice of Nominations for Election to the Board at a Meeting.

(a) Nominations of any person for election to the Board at an annual meeting or at a special meeting (but only if the election of directors is

a matter specified in the notice of meeting given by or at the direction of the person calling such special meeting) may be made at such meeting only (i) by or at the direction of the Board, including by any committee or persons authorized to

do so by the Board or these bylaws, or (ii) by a stockholder present in person who (A) was a record owner of shares of capital stock of the Corporation both at the time of giving the notice provided for in this Section 2.5 and at the

time of the meeting, (B) is entitled to vote at the meeting, and (C) has complied with this Section 2.5 and Section 2.6 as to such notice and nomination.

The foregoing clause (ii) shall be the exclusive means for a stockholder to make any nomination of a

person or persons for election to the Board at an annual meeting or special meeting.

(b)

(i) Without qualification, for a stockholder to make any nomination of a person or persons for election to the Board at an annual meeting, the

stockholder must (1) provide Timely Notice (as defined in Section 2.4) thereof in writing and in proper form to the Secretary of the Corporation, (2) provide the information, agreements and questionnaires with respect to each

Nominating Person (as defined below) and its candidate for nomination as required to be set forth by this Section 2.5 and Section 2.6 and (3) provide any updates or supplements to such notice at the times and in the forms required by

this Section 2.5 and Section 2.6.

(ii) Without qualification, if the election of directors is a matter specified in the

notice of meeting given by or at the direction of the person calling a special meeting, then for a stockholder to make any nomination of a person or persons for election to the Board at a special meeting, the stockholder must (A) provide timely

notice thereof in writing and in proper form to the Secretary of the Corporation at the principal executive offices of the Corporation, (B) provide the information with respect to each Nominating Person and its candidate for nomination as

required by this Section 2.5 and Section 2.6 and (C) provide any updates or supplements to such notice at the times and in the forms required by this Section 2.5. To be timely, a stockholder’s notice for nominations to be

made at a special meeting must be delivered to, or mailed and received at, the principal executive offices of the Corporation not earlier than the one hundred twentieth (120th) day prior to such

special meeting and not later than the ninetieth (90th) day prior to such special meeting or, if later, the tenth (10th) day following the day

on which public disclosure (as defined in Section 2.4) of the date of such special meeting was first made (such notice within such time periods, “Special Meeting Timely Notice”).

(iii) In no event shall any adjournment or postponement of an annual meeting or special meeting or the announcement thereof commence a new time

period (or extend any time period) for the giving of a stockholder’s notice as described above.

(iv) In no event may a Nominating

Person deliver a notice of nomination, as applicable, with respect to a greater number of director candidates than are subject to election by stockholders at the applicable meeting. If the Corporation shall, subsequent to such notice, increase the

number of directors subject to election at the meeting, such notice as to any additional nominees shall be due on the later of (i) the conclusion of the time period for Timely Notice or Special Meeting Timely Notice, as applicable, or

(ii) the tenth day following the date of public disclosure (as defined in Section 2.4) of such increase.

form for purposes of this Section 2.5, a stockholder’s notice to the Secretary of the Corporation shall set forth:

(i) As to

each Nominating Person, the Stockholder Information (as defined in Section 2.4(c)(i), except that for purposes of this Section 2.5 the term “Nominating Person” shall be substituted for the term “Proposing Person” in

all places it appears in Section 2.4(c)(i));

(ii) As to each Nominating Person, any Disclosable Interests (as defined in

Section 2.4(c)(ii), except that for purposes of this Section 2.5 the term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears in Section 2.4(c)(ii) and the

disclosure with respect to the business to be brought before the meeting in Section 2.4(c)(ii) shall be made with respect to the nomination proposed to be made at the meeting); and provided that, in lieu of including the information set forth

in Section 2.4(c)(ii)(G), the Nominating Person’s notice for purposes of this Section 2.5 shall include a representation as to whether the Nominating Person intends or is part of a group that intends to deliver a proxy statement and

solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors in support of director nominees other than the Corporation’s nominees in accordance with Rule 14a-19 promulgated under the Exchange Act; and

(iii) As to each candidate whom a Nominating Person

proposes to nominate for election as a director, (A) all information with respect to such candidate for nomination that would be required to be set forth in a stockholder’s notice pursuant to this Section 2.5 and Section 2.6 if

such candidate for nomination were a Nominating Person, (B) relating to such candidate for nomination that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for

election of directors in a contested election pursuant to Section 14(a) under the Exchange Act (including such candidate’s written consent to being named in a proxy statement and accompanying proxy card relating to the Corporation’s

next meeting of stockholders at which directors are to be elected and to serving as a director for a full term if elected), (C) a description of any direct or indirect material interest in any material contract or agreement between or among any

Nominating Person, on the one hand, and each candidate for nomination or their respective associates (as defined in Rule 14a-1(a) promulgated under the Exchange Act) or any other participants (as defined in

paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A) in such solicitation, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K if such Nominating Person were the “registrant” for purposes of such rule and the candidate for nomination were a director or executive officer of such registrant, and (D) a completed and signed

questionnaire, representation and agreement as provided in Section 2.6(a).

For purposes of this Section 2.5, the term “Nominating

Person” shall mean (i) the stockholder providing the notice of the nomination proposed to be made at the meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the nomination proposed

to be made at the meeting is made, and (iii) any participant (as defined in paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A) with such stockholder in such solicitation.

(d) The Board may request that any Nominating Person furnish such additional information as may be reasonably required by the Board. Such

Nominating Person shall provide such additional information within ten (10) days after it has been requested by the Board.

(e) A

stockholder providing notice of any nomination proposed to be made at a meeting shall further update and supplement such notice or the materials delivered pursuant to this Section 2.5, as applicable, if necessary, so that the information

provided or required to be provided in such notice pursuant to this Section 2.5 shall be true and correct as of the record date for stockholders entitled to vote at the meeting and as of the date that is ten (10) business days prior to the

meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary of the Corporation at the

principal executive offices of the Corporation not later than five (5) business days after the record date for stockholders entitled to vote at the meeting (in the case of the update and

supplement required to be made as of such record date), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable

date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof). For the

avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other Section of these Bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder,

extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder who has previously submitted notice hereunder to amend or update any nomination, including by changing or adding nominees, or to submit any new nomination, or

submit any new proposal, matters, business or resolutions proposed to be brought before a meeting of the stockholders.

(f) In addition to

the requirements of this Section 2.5 with respect to any nomination proposed to be made at a meeting, each Nominating Person shall comply with all applicable requirements of the Exchange Act with respect to any such nominations. Notwithstanding

the foregoing provisions of this Section 2.5, unless otherwise required by law, (i) no Nominating Person shall solicit proxies in support of director nominees other than the Corporation’s nominees unless such Nominating Person has,

or is part of a group that has, complied with Rule 14a-19 promulgated under the Exchange Act in connection with the solicitation of such proxies, including the provision to the Corporation of notices required

thereunder, in accordance with the time frames required in this Section 2.5 or by Rule 14a-19 promulgated under the Exchange Act, as applicable, and (ii) if (1) any Nominating Person provides notice

in accordance with Rule 14a-19(b) promulgated under the Exchange Act and (2) (x) such notice in accordance with Rule 14a-19(b) is not provided within the time period for

Timely Notice or Special Meeting Timely Notice, as applicable, (y) such Nominating Person subsequently fails to comply with the requirements of Rule 14a-19(a)(2) or Rule

14a-19(a)(3) promulgated under the Exchange Act or (z) such Nominating Person fails to timely provide reasonable evidence sufficient to satisfy the Corporation that such Nominating Person has met the

requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act in accordance with the following sentence, then the nomination of such Nominating Person’s proposed nominees shall be disregarded,

notwithstanding that each such nominee is included as a nominee in the Corporation’s proxy statement, notice of meeting or other proxy materials for any meeting of stockholders (or any supplement thereto) and notwithstanding that proxies or

votes in respect of the election of such proposed nominees may have been received by the Corporation (which proxies and votes shall be disregarded). If any Nominating Person provides notice in accordance with Rule

14a-19(b) promulgated under the Exchange Act, such Nominating Person shall deliver to the Corporation, no later than seven (7) business days prior to the applicable meeting, reasonable evidence that it

has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act.

2.6

Additional Requirements for Valid Nomination of Candidates to Serve as Director and, if Elected, to be Seated as Directors.

(a) To be eligible to be a candidate for election as a director of the Corporation at an annual or special meeting, a candidate must be

nominated in the manner prescribed in Section 2.5 and the candidate for nomination, whether nominated by the Board or by a stockholder of record, must have previously delivered, to the Secretary at the principal executive offices of the

Corporation, (i) a completed written questionnaire (in the form provided by the Corporation within ten (10) days upon written request of any stockholder of record therefor) with respect to the background, qualifications, stock ownership

and independence of such proposed nominee and (ii) a written representation and agreement (in the form provided by the Corporation within ten (10) days upon written request of any stockholder of record therefor) that such candidate for

nomination (A) is

not and, if elected as a director during their term of office, will not become a party to (1) any agreement, arrangement or understanding with, and has not given and will not give any

commitment or assurance to, any person or entity as to how such proposed nominee, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) or (2) any Voting Commitment

that could limit or interfere with such proposed nominee’s ability to comply, if elected as a director of the Corporation, with such proposed nominee’s fiduciary duties under applicable law, (B) is not, and will not become a party

to, any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation or reimbursement for service as a director of the Corporation that has not been disclosed

therein, (C) if elected as a director of the Corporation, will comply with all applicable corporate governance, conflict of interest, confidentiality, stock ownership and trading and other policies and guidelines of the Corporation applicable

to directors and in effect during such person’s term in office as a director (and, if requested by any candidate for nomination, the Secretary of the Corporation shall provide to such candidate for nomination all such policies and guidelines

then in effect), and (D) if elected as a director of the Corporation, intends to serve the entire term until the next meeting at which such candidate would face re-election.

(b) The Board may also require any proposed candidate for nomination as a director to furnish such other information related to such

candidate’s eligibility or qualification to serve as a director as may reasonably be requested by the Board in writing prior to the meeting of stockholders at which such candidate’s nomination is to be acted upon. Without limiting the

generality of the foregoing, the Board may request such other information in order for the Board to determine the eligibility of such candidate for nomination to be an independent director of the Corporation or to comply with the director

qualification standards and additional selection criteria in accordance with the Corporation’s Corporate Governance Guidelines. Such other information shall be delivered to, or mailed and received by, the Secretary at the principal executive

offices of the Corporation not later than five (5) business days after the request by the Board has been delivered to, or mailed and received by, the Nominating Person.

(c) A candidate for nomination as a director shall further update and supplement the materials delivered pursuant to this Section 2.6, if

necessary, so that the information provided or required to be provided pursuant to this Section 2.6 shall be true and correct as of the record date for stockholders entitled to vote at the meeting and as of the date that is ten

(10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary of the Corporation at the principal executive offices of the

Corporation not later than five (5) business days after the record date for stockholders entitled to vote at the meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight

(8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in

the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof). For the avoidance of doubt, the obligation to update and supplement as set forth in this

paragraph or any other Section of these Bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines hereunder or enable or be deemed to permit a

stockholder who has previously submitted notice hereunder to amend or update any nomination or to submit any new proposal, including by changing or adding nominees, matters, business or resolutions proposed to be brought before a meeting of the

stockholders.

(d) No candidate shall be eligible for nomination as a director of the Corporation unless such candidate for nomination and

the Nominating Person seeking to place such candidate’s name in nomination has complied with Section 2.5 and this Section 2.6, as applicable. The presiding officer at the meeting shall, if the facts warrant, determine that a

nomination was not properly made in accordance with Section 2.5 and this Section 2.6, and if he or she should so determine, he or she shall so declare such determination to the meeting, the defective nomination shall be disregarded and any

ballots cast for the candidate in question (but in the case of any form of ballot listing other qualified nominees, only the ballots cast for the nominee in question) shall be void and of no force or effect.

(e) Notwithstanding anything in these Bylaws to the contrary, no candidate for nomination

shall be eligible to be seated as a director of the Corporation unless nominated in accordance with Section 2.5 and this Section 2.6 and elected as a director.

2.7

Notice of Stockholders’ Meetings.

Unless otherwise provided by law, the Certificate of Incorporation or these bylaws, the notice of any meeting of stockholders shall be sent or

otherwise given in accordance with Section 8.1 not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place, if any, date

and time of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting of stockholders, the purpose or

purposes for which such meeting is called.

2.8

Quorum.

Unless otherwise provided by law, the rules of any stock exchange upon which the Corporation’s securities are listed, the Certificate of

Incorporation or these bylaws, the holders of a majority in voting power of the stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum for

the transaction of business at all meetings of stockholders. Notwithstanding the foregoing, where a separate vote by a class or series or classes or series is required, the holders of a majority in voting power of the outstanding shares of such

class or series or classes or series, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum entitled to take action with respect to the vote on that matter. A quorum, once established at a

meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum. If, however, a quorum is not present or represented at any meeting of stockholders, then either (i) the person presiding over the meeting or (ii) a

majority in voting power of the stockholders, present in person, or by remote communication, if applicable, or represented by proxy, and entitled to vote thereon shall have power to recess the meeting or adjourn the meeting from time to time in the

manner provided in Section 2.9 until a quorum is present or represented. At any recessed or adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as

originally noticed.

2.9

Adjourned Meeting; Notice.

When a meeting is adjourned to another time or place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting

if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the

adjournment is taken or are provided in any other manner permitted by the DGCL. At any adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty

(30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned

meeting, the Board shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and

shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such meeting as of the record date so fixed for notice of such adjourned meeting.

2.10

Conduct of Business.

The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be

announced at the meeting by the person presiding over the meeting. The Board may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such

rules and regulations as adopted by the Board, the person presiding over any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations

and procedures (which need not be in writing) and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or

prescribed by the person presiding over the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting

and the safety of those present (including, without limitation, rules and procedures for removal of disruptive persons from the meeting); (iii) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the

meeting, their duly authorized and constituted proxies or such other persons as the person presiding over the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and

(v) limitations on the time allotted to questions or comments by participants. The presiding person at any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting (including,

without limitation, determinations with respect to the administration and/or interpretation of any of the rules, regulations or procedures of the meeting, whether adopted by the Board or prescribed by the person presiding over the meeting), shall,

if the facts warrant, determine and declare to the meeting that a matter of business was not properly brought before the meeting and if such presiding person should so determine, such presiding person shall so declare to the meeting and any such

matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board or the person presiding over the meeting, meetings of stockholders shall not be required to be held in

accordance with the rules of parliamentary procedure.

2.11

Voting.

Except as may be otherwise provided in the Certificate of Incorporation, these bylaws or the DGCL, each stockholder entitled to vote at any

meeting of stockholders shall be entitled to one (1) vote for each share of capital stock held by such stockholder that has voting power upon the matter in question.

Except as otherwise provided by the Certificate of Incorporation, at all duly called or convened meetings of stockholders at which a quorum is

present, for the election of directors, a plurality of the votes cast shall be sufficient to elect a director. Unless a different or minimum vote is required by the Certificate of Incorporation, these bylaws, the rules or regulations of any stock

exchange applicable to the Corporation, or applicable law or pursuant to any regulation applicable to the Corporation or its securities, in which case such different or minimum vote shall be the applicable vote on the matter, each other matter

presented to the stockholders at a duly called or convened meeting at which a quorum is present shall be decided by a majority of the votes cast (excluding abstentions and broker non-votes) on such matter.

2.12

Record Date for Stockholder Meetings and Other Purposes.

In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any

adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall, unless otherwise required by law, not be more

than sixty (60) days nor less than ten (10) days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board

determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled

to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is first given, or, if notice is waived, at the close of business on the day next preceding the day on which the

meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for determination of

stockholders entitled to vote at the adjourned meeting; and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders

entitled to vote in accordance herewith at the adjourned meeting.

In order that the Corporation may determine the stockholders entitled

to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of capital stock, or for the purposes of any other lawful

action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record

date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

2.13

Proxies.

Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder, in any

manner provided under applicable law, by proxy authorized by an instrument in writing or by a transmission permitted by law, including Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as

amended, filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. The revocability of a proxy that is

coupled with an interest sufficient in law to support an irrevocable power and states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL. A stockholder may revoke any proxy that is not irrevocable

by attending the meeting and voting in person or by delivering to the Secretary of the Corporation a revocation of the proxy or a new proxy bearing a later date. A proxy may be in the form of an electronic transmission which sets forth or is

submitted with information from which it can be determined that the transmission was authorized by the stockholder.

Any stockholder

directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board.

2.14

List of Stockholders Entitled to Vote.

The Corporation shall prepare, no later than the tenth (10th) day before each meeting of

stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, that if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list

shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The

Corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of ten

(10) days ending on the day before the meeting date: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary

business hours, at the Corporation’s principal executive office. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is

available only to stockholders of the Corporation. Such list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them. Except as otherwise provided by law, the stock

ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 2.14 or to vote in person or by proxy at any meeting of stockholders.

2.15

Inspectors of Election.

Before any meeting of stockholders, the Corporation shall appoint an inspector or inspectors of election to act at the meeting or its

adjournment and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If any person appointed as inspector or any alternate fails to appear or fails or

refuses to act, then the person presiding over the meeting shall appoint a person to fill that vacancy.

Such inspectors shall:

(i) determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting and the validity

of any proxies and ballots;

(ii) count all votes or ballots;

(iii) count and tabulate all votes;

(iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspector(s);

and

(v) certify its or their determination of the number of shares represented at the meeting and its or their count of all votes and

ballots.

Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute

the duties of inspection with strict impartiality and according to the best of such inspector’s ability. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein. The inspectors of

election may appoint such persons to assist them in performing their duties as they determine.

2.16

Delivery to the Corporation.

Whenever this Article II requires one or more persons (including a record or beneficial owner of stock) to deliver a document or information

to the Corporation or any officer, employee or agent thereof (including any notice, request, questionnaire, revocation, representation or other document or agreement) except as otherwise requested or consented to by the Corporation, such document or

information shall be in writing exclusively (and not in an electronic transmission) and shall be delivered exclusively by hand (including, without limitation, overnight courier service) or by certified or registered mail, return receipt requested,

and the Corporation shall not be required to accept delivery of any document not in such written form or so delivered. For the avoidance of doubt, the Corporation expressly opts out of Section 116 of the DGCL with respect to the delivery of

information and documents (other than a document authorizing another person to act for a stockholder by proxy at a meeting of stockholders pursuant to Section 212 of the DGCL) to the Corporation required by this Article II.

Article III - Directors

3.1

Powers.

Except as otherwise provided by the Certificate of Incorporation or the DGCL, the business and affairs of the Corporation shall be managed by

or under the direction of the Board.

3.2

Number of Directors.

Subject to the Certificate of Incorporation, the total number of directors constituting the Board shall be determined from time to time by

resolution of the Board. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

3.3

Election, Qualification and Term of Office of Directors.

Except as provided in Section 3.4, and subject to the Certificate of Incorporation, each director, including a director elected to fill a

vacancy or newly created directorship, shall hold office until the expiration of the term of the class, if any, for which elected and until such director’s successor is elected and qualified or until such director’s earlier death,

resignation, disqualification or removal. Directors need not be stockholders. The Certificate of Incorporation or these bylaws may prescribe qualifications for directors.

3.4

Resignation and Vacancies.

Any director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. The resignation shall take

effect at the time specified therein or upon the happening of an event specified therein, and if no time or event is specified, at the time of its receipt. The acceptance of a resignation shall not be necessary to make it effective unless otherwise

expressly provided in the resignation.When one or more directors so resigns and the resignation is effective at a future date or upon the happening of an event to occur on a future date, a majority of the directors then in office, including those

who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in Section 3.3.

Unless otherwise provided in the Certificate of Incorporation or these bylaws, vacancies resulting from the death, resignation,

disqualification or removal of any director, and newly created directorships resulting from any increase in the authorized number of directors shall be filled only by a majority of the directors then in office, although less than a quorum, or by a

sole remaining director.

3.5

Place of Meetings; Meetings by Remote Communication.

The Board may hold meetings, both regular and special, either within or outside the State of Delaware.

Unless otherwise restricted by the Certificate of Incorporation or these bylaws, members of the Board, or any committee designated by the

Board, may participate in a meeting of the Board, or any committee, by means of telephone, video, or other remote communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a

meeting pursuant to this bylaw shall constitute presence in person at the meeting.

3.6

Regular Meetings.

Regular meetings of the Board may be held within or outside the State of Delaware and at such time and at such place as which has been

designated by the Board and publicized among all directors, either orally or in writing, by telephone, including a voice-messaging system or other system designed to record and communicate messages, facsimile, telegraph or telex, or by electronic

mail or other means of electronic transmission. No further notice shall be required for regular meetings of the Board.

3.7

Special Meetings; Notice.

Special meetings of the Board for any purpose or purposes may be called at any time by the chairperson of the Board, the Chief Executive

Officer, the President, the Secretary of the Corporation or a majority of the total number of directors constituting the Board.

Notice of

the time and place, if any, of special meetings shall be:

(i)

delivered personally by hand, by courier or by telephone;

(ii)

sent by United States first-class mail, postage prepaid;

(iii)

sent by facsimile or electronic mail; or

(iv)

sent by other means of electronic transmission,

directed to each director at that director’s address, telephone number, facsimile number or electronic mail address, or other address for electronic

transmission, as the case may be, as shown on the Corporation’s records.

If the notice is (i) delivered personally by hand, by

courier or by telephone, (ii) sent by facsimile or electronic mail, or (iii) sent by other means of electronic transmission, it shall be delivered or sent at least twenty-four (24) hours before the time of the holding of the meeting.

If the notice is sent by U.S. mail, it shall be deposited in the U.S. mail at least four (4) days before the time of the holding of the meeting. The notice need not specify the place, if any, of the meeting (if the meeting is to be held at the

Corporation’s principal executive office) nor the purpose of the meeting.

3.8

Quorum.

At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a majority of the total number of directors shall

constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the

Certificate of Incorporation or these bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum

is present.

3.9

Board Action without a Meeting.

Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any action required or permitted to be taken at any meeting

of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission. After an action is taken, the consent or consents

relating thereto shall be filed with the minutes of the proceedings of the Board, or the committee thereof, in the same paper or electronic form as the minutes are maintained. Such action by written consent or consent by electronic transmission

shall have the same force and effect as a unanimous vote of the Board.

3.10

Fees and Compensation of Directors.

Unless otherwise restricted by the Certificate of Incorporation or these bylaws, the Board shall have the authority to fix the compensation,

including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity.

3.11

Reliance on Books and Records.

A member of the Board, or a member of any committee designated by the Board shall, in the performance of such person’s duties, be fully

protected in relying in good faith upon records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board, or by any

other person as to matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Article IV - Committees

4.1

Committees of Directors.

The Board may designate one (1) or more committees, each committee to consist, of one (1) or more of the directors of the

Corporation. The Board may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a

committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of

any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board or in these bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs

of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or

matter expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the Corporation.

4.2

Committee Minutes.

Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

4.3

Meetings and Actions of Committees.

Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:

(i)

Section 3.5 (place of meetings; meetings by remote communications);

(ii)

Section 3.6 (regular meetings);

(iii)

Section 3.7 (special meetings; notice);

(iv)

Section 3.9 (board action without a meeting);

(v)

Section 3.9 (reliance on books and records); and

(vi)

Section 7.13 (waiver of notice),

with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members. However:

(i) the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;

(ii) special meetings of committees may also be called by resolution of the Board or the chairperson of the applicable committee; and

(iii) the Board may adopt rules for the governance of any committee to override the provisions that would otherwise apply to the

committee pursuant to this Section 4.3, provided that such rules do not violate the provisions of the Certificate of Incorporation or applicable law.

4.4

Subcommittees.

Unless otherwise provided in the Certificate of Incorporation, these bylaws or the resolutions of the Board designating the committee, a

committee may create one (1) or more subcommittees, each subcommittee to consist of one (1) or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee. Except as otherwise

expressly provided in these bylaws or by resolution of the Board designating such committee, every reference to a committee or to a member of a committee in these bylaws shall apply to any subcommittee or member of a subcommittee mutatis

mutandis.

Article V - Officers

5.1

Officers.

The officers of the Corporation shall include a Chief Executive Officer, a President and a Secretary. The Corporation may also have, at the

discretion of the Board, a Chairperson of the Board, a Vice Chairperson of the Board, a Chief Financial Officer, a Treasurer, one (1) or more Vice Presidents, one (1) or more Assistant Vice Presidents, one (1) or more Assistant

Treasurers, one (1) or more Assistant Secretaries, and any such other officers as may be appointed in accordance with the provisions of these bylaws. Any number of offices may be held by the same person. No officer need be a stockholder or

director of the Corporation.

5.2

Appointment of Officers.

The Board shall appoint the officers of the Corporation, except such officers as may be appointed in accordance with the provisions of

Section 5.3.

5.3

Subordinate Officers.

The Board may appoint, or empower the Chief Executive Officer or, in the absence of a Chief Executive Officer, the President, to appoint, such

other officers and agents as the business of the Corporation may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board may from time

to time determine.

5.4

Removal and Resignation of Officers.

Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by

the Board or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board.

Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt

of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights,

if any, of the Corporation under any contract to which the officer is a party.

5.5

Vacancies in Offices.

Any vacancy occurring in any office of the Corporation shall be filled by the Board or as provided in Section 5.2.

5.6

Representation of Shares of Other Corporations.

The Chairperson of the Board, the Chief Executive Officer, or the President of this Corporation, or any other person authorized by the Board,

the Chief Executive Officer or the President, is authorized to vote, represent and exercise on behalf of this Corporation all rights incident to any and all shares or voting securities of any other corporation or other person standing in the name of

this Corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

5.7

Authority and Duties of Officers.

All officers of the Corporation shall respectively have such authority and perform such duties in the management of the business of the

Corporation as may be provided herein or designated from time to time by the Board and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board.

5.8

Compensation.

The compensation of the officers of the Corporation for their services as such shall be fixed from time to time by or at the direction of the

Board. An officer of the Corporation shall not be prevented from receiving compensation by reason of the fact that he or she is also a director of the Corporation.

Article VI - Records

stock ledger consisting of one or more records in which the names of all of the Corporation’s stockholders of record, the address and number of shares registered in the name of each such stockholder, and all issuances and transfers of stock of

the corporation are recorded in accordance with Section 224 of the DGCL shall be administered by or on behalf of the Corporation. Any records administered by or on behalf of the Corporation in the regular course of its business, including its

stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device, or method, or one or more electronic networks or databases (including one or more distributed electronic networks

or databases), provided that the records so kept can be converted into clearly legible paper form within a reasonable time and, with respect to the stock ledger, that the records so kept (i) can be used to prepare the list of stockholders

specified in Sections 219 and 220 of the DGCL, (ii) record the information specified in Sections 156, 159, 217(a) and 218 of the DGCL, and (iii) record transfers of stock as governed by Article 8 of the Uniform Commercial Code as adopted

in the State of Delaware.

Article VII - General Matters

7.1

Execution of Corporate Contracts and Instruments.

The Board, except as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract

or execute any instrument in the name of and on behalf of the Corporation; such authority may be general or confined to specific instances.

7.2

Stock Certificates.

The shares of the Corporation shall be represented by certificates, provided that the Board by resolution may provide that some or all of the

shares of any class or series of stock of the Corporation shall be uncertificated. Certificates for the shares of stock, if any, shall be in such form as is consistent with the Certificate of Incorporation and applicable law. Every holder of stock

represented by a certificate shall be entitled to have a certificate signed by, or in the name of the Corporation by, any two officers authorized to sign stock certificates representing the number of shares registered in certificate form. The

Chairperson or Vice Chairperson of the Board, Chief Executive Officer, the President, Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Corporation shall be specifically authorized to sign stock

certificates. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer

agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

The Corporation may issue the whole or any part of its shares as partly paid and subject to

call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, or upon the books and records of the Corporation in the case of uncertificated partly

paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the Corporation shall declare a dividend upon partly paid shares of the

same class, but only upon the basis of the percentage of the consideration actually paid thereon.

7.3

Special Designation of Certificates.

If the Corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the

designations, the preferences and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full

or summarized on the face or on the back of the certificate that the Corporation shall issue to represent such class or series of stock (or, in the case of uncertificated shares, set forth in a notice provided pursuant to Section 151 of the

DGCL); provided, however, that except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate that the Corporation shall issue to represent such

class or series of stock (or, in the case of any uncertificated shares, included in the aforementioned notice) a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, the designations, the

preferences and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

7.4

Lost Certificates.

Except as provided in this Section 7.4, no new certificates for shares shall be issued to replace a previously issued certificate unless

the latter is surrendered to the Corporation and cancelled at the same time. The Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or

destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on

account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

7.5

Shares Without Certificates

The Corporation may adopt a system of issuance, recordation and transfer of its shares of stock by electronic or other means not involving the

issuance of certificates, provided the use of such system by the Corporation is permitted in accordance with applicable law.

7.6

Construction; Definitions.

Unless the context requires otherwise, the general provisions, rules of construction and definitions in the DGCL shall govern the construction

of these bylaws. Without limiting the generality of this provision, the singular number includes the plural and the plural number includes the singular.

7.7

Dividends.

The Board, subject to any restrictions contained in either (i) the DGCL or (ii) the Certificate of Incorporation, may declare and

pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property or in shares of the Corporation’s capital stock.

The Board may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and

may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the Corporation, and meeting contingencies.

7.8

Fiscal Year.

The fiscal year of the Corporation shall be fixed by resolution of the Board and may be changed by the Board.

7.9

Seal.

The Corporation may adopt a corporate seal, which shall be adopted and which may be altered by the Board. The Corporation may use the

corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

7.10

Transfer of Stock.

Shares of the Corporation shall be transferable in the manner prescribed by law and in these bylaws and subject to any transfer restrictions

contained in the Certificate of Incorporation. Shares of stock of the Corporation shall be transferred on the books of the Corporation only by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender

to the Corporation of the certificate or certificates representing such shares endorsed by the appropriate person or persons (or by delivery of duly executed instructions with respect to uncertificated shares), with such evidence of the authenticity

of such endorsement or execution, transfer, authorization and other matters as the Corporation may reasonably require, and accompanied by all necessary stock transfer stamps. No transfer of stock shall be valid as against the Corporation for any

purpose until it shall have been entered in the stock records of the Corporation by an entry showing the names of the persons from and to whom it was transferred. The Corporation shall have power and authority to make such rules and regulations as

it may deem necessary or proper concerning the issuance, transfer and registration of certificates for shares of stock of the Corporation.

7.11

Stock Transfer Agreements.

The Corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes or series

of stock of the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.

7.12

Registered Stockholders.

The Corporation:

(i) shall be

entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner; and

(ii) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person,

whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

7.13

Waiver of Notice.

Whenever notice is required to be given under any provision of the DGCL, the Certificate of Incorporation or these bylaws, a written waiver,

signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a

person at a meeting (in person or by remote communication) shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any

business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by

electronic transmission unless so required by the Certificate of Incorporation or these bylaws.

Article VIII - Notice

8.1

Delivery of Notice; Notice by Electronic Transmission.

Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the

Corporation under any provisions of the DGCL, the Certificate of Incorporation, or these bylaws may be given in writing directed to the stockholder’s mailing address (or by electronic transmission directed to the stockholder’s electronic

mail address, as applicable) as it appears on the records of the Corporation and shall be given (1) if mailed, when the notice is deposited in the U.S. mail, postage prepaid, (2) if delivered by courier service, the earlier of when the

notice is received or left at such stockholder’s address or (3) if given by electronic mail, when directed to such stockholder’s electronic mail address unless the stockholder has notified the Corporation in writing or by electronic

transmission of an objection to receiving notice by electronic mail. A notice by electronic mail must include a prominent legend that the communication is an important notice regarding the Corporation.

Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the

Corporation under any provision of the DGCL, the Certificate of Incorporation or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be

revocable by the stockholder by written notice or electronic transmission to the Corporation. Notwithstanding the provisions of this paragraph, the Corporation may give a notice by electronic mail in accordance with the first paragraph of this

section without obtaining the consent required by this paragraph.

Any notice given pursuant to the preceding paragraph shall be deemed

given:

(i)

if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive

notice;

(ii)

if by a posting on an electronic network together with separate notice to the stockholder of such specific

posting, upon the later of (A) such posting and (B) the giving of such separate notice; and

(iii)

if by any other form of electronic transmission, when directed to the stockholder.

Notwithstanding the foregoing, a notice may not be given by an electronic transmission from and after the time that (1) the Corporation

is unable to deliver by such electronic transmission two (2) consecutive notices given by the Corporation and (2) such inability becomes known to the Secretary or an Assistant Secretary of the Corporation or to the transfer agent, or other

person responsible for the giving of notice, provided, however, the inadvertent failure to discover such inability shall not invalidate any meeting or other action.

An affidavit of the Secretary or an Assistant Secretary of the Corporation or of the transfer agent or other agent of the Corporation that the

notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

Article IX - Indemnification

9.1

Indemnification of Directors and Officers.

The Corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL as it presently exists or may hereafter be

amended, any director or officer of the Corporation who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a

“Proceeding”) by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while serving as 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 (a “covered person”), joint venture, trust, enterprise or non-

profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees, judgments, fines ERISA excise taxes or penalties and amounts paid in settlement)

reasonably incurred by such person in connection with any such Proceeding. Notwithstanding the preceding sentence, except as otherwise provided in Section 9.4, the Corporation shall be required to indemnify a person in connection with a

Proceeding initiated by such person only if the Proceeding was authorized in the specific case by the Board.

9.2

Indemnification of Others.

The Corporation shall have the power to indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists

or may hereafter be amended, any employee or agent of the Corporation who was or is made or is threatened to be made a party or is otherwise involved in any Proceeding by reason of the fact that he or she, or a person for whom he or she is the legal

representative, is or was an employee or agent of the Corporation or 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, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person in connection with any such Proceeding.

9.3

Prepayment of Expenses.

The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by

any covered person, and may pay the expenses incurred by any employee or agent of the Corporation, in defending any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition

of the Proceeding shall be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article IX or otherwise.

9.4

Determination; Claim.

If a claim for indemnification (following the final disposition of such Proceeding) under this Article IX is not paid in full within sixty

(60) days, or a claim for advancement of expenses under this Article IX is not paid in full within thirty (30) days, after a written claim therefor has been received by the Corporation the claimant may thereafter (but not before) file suit

to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action the Corporation shall have the burden of

proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.

9.5

Non-Exclusivity of Rights.

The rights conferred on any person by this Article IX shall not be exclusive of any other rights which such person may have or hereafter

acquire under any statute, provision of the Certificate of Incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

9.6

Insurance.

The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the

Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust enterprise or non-profit entity against

any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the

provisions of the DGCL.

9.7

Other Indemnification.

The Corporation’s obligation, if any, to indemnify or advance expenses to any person who was or is serving at its request as a director,

officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or non-profit entity shall be reduced by any amount such person may collect as indemnification or advancement of

expenses from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.

9.8

Continuation of Indemnification.

The rights to indemnification and to prepayment of expenses provided by, or granted pursuant to, this Article IX shall continue

notwithstanding that the person has ceased to be a director or officer of the Corporation and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributees of such person.

9.9

Amendment or Repeal; Interpretation.

The provisions of this Article IX shall constitute a contract between the Corporation, on the one hand, and, on the other hand, each

individual who serves or has served as a director or officer of the Corporation (whether before or after the adoption of these bylaws), in consideration of such person’s performance of such services, and pursuant to this Article IX the

Corporation intends to be legally bound to each such current or former director or officer of the Corporation. With respect to current and former directors and officers of the Corporation, the rights conferred under this Article IX are present

contractual rights and such rights are fully vested, and shall be deemed to have vested fully, immediately upon adoption of these bylaws. With respect to any directors or officers of the Corporation who commence service following adoption of these

bylaws, the rights conferred under this provision shall be present contractual rights and such rights shall fully vest, and be deemed to have vested fully, immediately upon such director or officer commencing service as a director or officer of the

Corporation. Any repeal or modification of the foregoing provisions of this Article IX shall not adversely affect any right or protection (i) hereunder of any person in respect of any act or omission occurring prior to the time of such repeal

or modification or (ii) under any agreement providing for indemnification or advancement of expenses to an officer or director of the Corporation in effect prior to the time of such repeal or modification.

Any reference to an officer of the Corporation in this Article IX shall be deemed to refer exclusively to the Chief Executive Officer,

President, and Secretary, or other officer of the Corporation appointed by (x) the Board pursuant to Article V of these bylaws or (y) an officer to whom the Board has delegated the power to appoint officers pursuant to Article V of these

bylaws, and any reference to an officer of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors (or equivalent

governing body) of such other entity pursuant to the certificate of incorporation and bylaws (or equivalent organizational documents) of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The fact

that any person who is or was an employee of the Corporation or an employee of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise has been given or has used the title of “Vice President”

or any other title that could be construed to suggest or imply that such person is or may be an officer of the Corporation or of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall not result in

such person being constituted as, or being deemed to be, an officer of the Corporation or of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for purposes of this Article IX.

Article X - Amendments

The Board is expressly empowered to adopt, amend or repeal the bylaws of the Corporation. The stockholders also shall have power to adopt,

amend or repeal the bylaws of the Corporation; provided, however, that such action by stockholders shall require, in addition to any other vote required by the Certificate of Incorporation or applicable law, the affirmative vote of the holders of at

least two-thirds of the voting power of all the then-outstanding shares of voting stock of the Corporation with the power to vote generally in an election of directors, voting together as a single class.

Article XI - Definitions

As used in these bylaws, unless the context otherwise requires, the following terms shall have the following meanings:

An “ electronic transmission” means any form of communication, not directly involving the physical transmission of paper,

including the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks or databases), that creates a record that may be retained, retrieved and reviewed by a recipient thereof,

and that may be directly reproduced in paper form by such a recipient through an automated process.

An “electronic

mail” means an electronic transmission directed to a unique electronic mail address (which electronic mail shall be deemed to include any files attached thereto and any information hyperlinked to a website if such electronic mail includes

the contact information of an officer or agent of the Corporation who is available to assist with accessing such files and information).

An “ electronic mail address” means a destination, commonly expressed as a string of characters, consisting of a unique

user name or mailbox (commonly referred to as the “local part” of the address) and a reference to an internet domain (commonly referred to as the “domain part” of the address), whether or not displayed, to which electronic

mail can be sent or delivered.

The term “person” means any individual, general partnership, limited partnership,

limited liability company, corporation, trust, business trust, joint stock company, joint venture, unincorporated association, cooperative or association or any other legal entity or organization of whatever nature, and shall include any successor

(by merger or otherwise) of such entity.

WHITEHAWK MINERALS CORP.

Certificate of Amendment and Restatement of Bylaws

The undersigned hereby certifies that he is the duly elected, qualified, and acting Secretary of WhiteHawk Minerals Corp., a Delaware

corporation (the “Corporation”), and that the foregoing bylaws were adopted by the Board of the Corporation on March 21, 2026 to be effective as of June 10, 2026.

By:

/s/ Jeffrey Slotterback

Name:

Jeffrey Slotterback

Title:

Chief Financial Officer, Treasurer and Secretary

EX-10.1

Filename: d150033dex101.htm · Sequence: 4

EX-10.1

Exhibit 10.1

CONTRIBUTION AGREEMENT

by and among

WhiteHawk Income Corporation, a Delaware corporation,

WhiteHawk Income Operating Partnership L.P., a Delaware limited partnership,

WhiteHawk Management LLC, a Delaware limited liability company,

and

WhiteHawk Minerals

LLC, a Delaware limited liability company,

dated as of

June 9, 2026

TABLE OF CONTENTS

Page

Article I CONTRIBUTION OF THE INTERESTS

Section 1.01

CONTRIBUTION OF THE INTERESTS

Section 1.02

SUBSCRIPTION TO WHIC SHARES

Section 1.03

MISDIRECTED ASSETS, LIABILITIES AND PAYMENTS

Article II CONTRIBUTION CONSIDERATION

Section 2.01

CONTRIBUTION AND SUBSCRIPTION CONSIDERATION

Section 2.02

EARNOUT CONSIDERATION

Section 2.03

INTENDED TAX TREATMENT

Article III CLOSING

Section 3.01

CLOSING AND PLACE

Section 3.02

CONDITIONS PRECEDENT

Section 3.03

COSTS

Article IV REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTOR

Section 4.01

DUE EXECUTION; DUE AUTHORIZATION; APPROVALS

Section 4.02

NO CONFLICT

Section 4.03

LITIGATION

Section 4.04

INSOLVENCY

Section 4.05

FINANCIAL STATEMENTS

Section 4.06

OWNERSHIP OF EQUITY INTERESTS; TITLE

Section 4.07

ISSUANCE OF WHIC SHARES AND WHITEHAWK OP UNITS

Section 4.08

ORGANIZATION AND QUALIFICATION

Section 4.09

CONTRACTS

Section 4.10

COMPLIANCE WITH LAWS

Section 4.11

FOREIGN ASSET CONTROL

Section 4.12

TAX MATTERS

Section 4.13

ABSENCE OF CERTAIN CHANGES

Section 4.14

EMPLOYEES

Section 4.15

BENEFIT PLANS

Section 4.16

LOANS TO THE COMPANY OR SERVICES

Section 4.17

LICENSES AND PERMITS

Section 4.18

ABSENCE OF UNDISCLOSED LIABILITIES

Section 4.19

REAL PROPERTY

Section 4.20

INTELLECTUAL PROPERTY; IT SYSTEMS

Section 4.21

ENVIRONMENTAL LIABILITY

Section 4.22

POWERS OF ATTORNEY

Section 4.23

TRANSACTIONS WITH RELATED PARTIES

Section 4.24

IMPROPER PAYMENTS

Section 4.25

NO OTHER OPERATIONS

Section 4.26

SUFFICIENCY OF ASSETS

Section 4.27

INVESTMENT COMPANY ACT

Section 4.28

BROKERS, FINDERS AND ADVISORS

Article V REPRESENTATIONS AND WARRANTIES OF WHITEHAWK OP and WHIC

Section 5.01

ORGANIZATION AND QUALIFICATION

Section 5.02

DUE AUTHORIZATION; APPROVALS

Section 5.03

BROKERS, FINDERS AND ADVISORS

Section 5.04

COMMON UNITS

Section 5.05

CLASS B COMMON STOCK

Section 5.06

TAX MATTERS

Section 5.07

NO CONFLICT

Section 5.08

NO OTHER REPRESENTATIONS AND WARRANTIES

Article VI COVENANTS

Section 6.01

CONDUCT OF BUSINESS PRIOR TO CLOSING

Section 6.02

ACCESS TO INFORMATION

Section 6.03

CONSENTS AND APPROVALS

Section 6.04

TAX MATTERS

Section 6.05

SUPPLEMENTAL DISCLOSURE

Section 6.06

CONFIDENTIALITY; PUBLICITY

Section 6.07

TERMINATION AND ASSIGNMENT OF AGREEMENTS

Section 6.08

EXPENSES AND INDEBTEDNESS

Section 6.09

RESTRICTIVE COVENANTS

Article VII INDEMNIFICATION AND CLAIMS

Section 7.01

SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS

Section 7.02

INDEMNIFICATION OF WHITEHAWK OP

Section 7.03

INDEMNIFICATION OF CONTRIBUTOR

Section 7.04

LIMITATIONS

Section 7.05

INDEMNIFICATION PROCEDURES

Section 7.06

CHARACTER OF INDEMNITY PAYMENTS

Section 7.07

REMEDIES

Section 7.08

SUBROGATION/INSURANCE

Article VIII TERMINATION

Section 8.01

TERMINATION

Section 8.02

EFFECT OF TERMINATION

Article IX GENERAL PROVISIONS

Section 9.01

NOTICES

Section 9.02

ENTIRE AGREEMENT; AMENDMENTS

Section 9.03

SUCCESSORS AND ASSIGNS

Section 9.04

FURTHER DOCUMENTS

Section 9.05

GOVERNING LAW; JURISDICTION; WAIVER OF JURY

Section 9.06

COUNTERPARTS

Section 9.07

CONSTRUCTION OF AGREEMENT

Section 9.08

NO WAIVER

Section 9.09

SEVERABILITY

Section 9.10

HEADINGS

Section 9.11

INTERPRETATION

Section 9.12

RELEASE

Exhibits

Exhibit A

Defined Terms

Exhibit B

Form of A&R OP LPA

Exhibit C

Form of Management Employment Agreements

Exhibit D

Form of A&R WHIC Charter

Exhibit E

Form of Registration Rights Agreement

iii

CONTRIBUTION AGREEMENT

THIS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of June 9, 2026 by and among WhiteHawk

Income Corporation, a Delaware corporation (“WHIC”), WhiteHawk Income Operating Partnership L.P., a Delaware limited partnership (“WhiteHawk OP”), WhiteHawk Management LLC, a Delaware limited liability

company (the “Company”) and WhiteHawk Minerals LLC, a Delaware limited liability company (the “Contributor”). Capitalized terms used but not defined herein shall have the respective meanings set forth on

Exhibit A.

RECITALS

WHEREAS, the Contributor owns 100% of the total issued and outstanding membership interests of the Company (the

“Interests”);

WHEREAS, WhiteHawk Energy Services LLC, a Delaware limited liability company

(“Services”), a wholly owned subsidiary of the Company, employs all the employees that provide services to WhiteHawk OP and its Affiliates as of the date hereof;

WHEREAS, (i) effective as of the Contribution Date, the Contributor will contribute and assign to WhiteHawk OP all of its

right, title and interest in and to the Interests, and the Contributor will receive from WhiteHawk OP the WhiteHawk OP Units and (ii) effective as of the Closing, the Contributor will subscribe for the WHIC Shares for $0.0001 per share, in

accordance with the terms and subject to the conditions set forth herein;

WHEREAS, in connection with the issuance by WhiteHawk OP

to the Contributor of the WhiteHawk OP Units at the Closing, WhiteHawk OP, WHIC, the Contributor and others shall enter into an amendment and restatement of the WH OP Partnership Agreement substantially in the form of Exhibit B

attached hereto (the “A&R OP LPA”) in order to set forth certain rights, responsibilities and restrictions with respect to, among other things, such WhiteHawk OP Units;

WHEREAS, contemporaneously with closing, WHIC will consummate an initial public offering (the “IPO”) of its

Class A common stock, with a par value of $0.0001 per share (“Class A Common Stock”), and in connection with the IPO and the issuance by WHIC to the Contributor of the WHIC Shares at the Closing, amend and restate

its certificate of incorporation substantially in the form of Exhibit E attached hereto (the “A&R WHIC Charter”) in order to set forth certain rights, responsibilities and restrictions with respect to, among other

things, such WHIC Shares; and

WHEREAS, the Board of Directors of WHIC, on behalf of both WHIC and WhiteHawk Income OP GP

LLC, a Delaware limited liability company wholly owned by WHIC and the general partner of WhiteHawk OP (the “WH OP GP”), has reviewed and evaluated this Agreement and the Transactions and, based on the recommendation of a duly

authorized and fully empowered special committee of independent members of Board of Directors, who have unanimously determined that this Agreement, the Transactions, and the entering into by WHIC and WhiteHawk OP of this Agreement and the

Transaction Documents, are in the best interests of WHIC and its stockholders and WhiteHawk OP and its limited partners.

NOW, THEREFORE, in consideration of the foregoing and the representations,

warranties, covenants and other terms contained in this Agreement, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE I

CONTRIBUTION OF THE INTERESTS

Section 1.01 CONTRIBUTION OF THE INTERESTS. On the terms and subject to the conditions contained in this

Agreement, on the Contribution Date, the Contributor shall contribute to WhiteHawk OP all of the Contributor’s right, title, and interest in and to the Interests, free and clear of any Encumbrances (other than transfer restrictions imposed

under applicable securities Laws) (the “Contribution”).

Section 1.02 SUBSCRIPTION TO WHIC

SHARES. On the terms and subject to the conditions contained in this Agreement, at the Closing, the Contributor agrees to pay, at the time or times as determined by the Board of Directors of WHIC, cash in the amount that equals $0.0001

per share of the WHIC Shares.

Section 1.03 MISDIRECTED ASSETS, LIABILITIES AND PAYMENTS. At any time

after the Closing, the Contributor shall, or shall cause its Affiliates to, take all actions reasonably requested by WhiteHawk OP or WHIC to effect the provisions of this Article I, including the transfer of any Misdirected Assets to

WhiteHawk OP or WHIC (or its designated Affiliate) and the assumption or discharge by the Contributor of any Misdirected Liabilities. Further, the Contributor agrees to pay or otherwise discharge the Misdirected Liabilities or, to the extent that

any Misdirected Liabilities are required to be discharged by WhiteHawk OP, WHIC or any of its Affiliates, to provide WhiteHawk OP, WHIC or its applicable Affiliate with the funds for such purpose. Any action taken pursuant to this

Section 1.02 after the Closing shall be deemed to have occurred as of the Effective Time.

ARTICLE II

CONTRIBUTION CONSIDERATION

Section 2.01 CONTRIBUTION AND SUBSCRIPTION CONSIDERATION. In exchange for the Contribution, on the

Contribution Date, WhiteHawk OP shall issue to the Contributor a number of Common Units equal to 75% of the quotient of the Internalization Price divided by the IPO Price (the “WhiteHawk OP Units”). In exchange for the Contributor

subscribing to a corresponding number of shares of Class B Common Stock of WHIC for $0.0001 per share (the “WHIC Shares” and, together with the WhiteHawk OP Units, the “Contribution and Subscription Closing

Consideration”), WHIC shall issue to the Contributor a corresponding number of shares of Class B Common Stock.

Section 2.02 EARNOUT CONSIDERATION.

(a) Determination of Earnout OP Units and Earnout WHIC Shares. As additional consideration for the Contribution, subject to and in

accordance with the terms and conditions of this Section 2.02, Contributor may be entitled to receive from WhiteHawk OP up to an aggregate number of Common Units equal to 25% of the quotient of the Internalization Price

divided by the IPO Price (the “Earnout OP Units”) and from WHIC a corresponding number of shares of Class

B Common Stock (the “Earnout WHIC Shares” and collectively, the “Earnout

Consideration”), based on WhiteHawk OP’s financial performance during each of the three 12-month periods from July 1, 2026 to June 30, 2029 (each, an “Earnout

Year”), as follows:

(i) the twelve (12)-month period beginning on July 1, 2026, and ending on June 30,

2027 (“Earnout Year One”);

(ii) the twelve (12)-month period beginning on July 1, 2027, and ending

on June 30, 2028 (“Earnout Year Two”); and

(iii) the twelve (12)-month period beginning on

July 1, 2028, and ending on June 30, 2029 (“Earnout Year Three”).

(b) Calculation of Earnout OP Units and

Earnout WHIC Shares . The Earnout OP Units and corresponding Earnout WHIC Shares to be issued to the Contributor for each Earnout Year shall be calculated as follows:

(i) Earnout Year One.

(A) If Earnout EBITDA is less than or equal to $80,200,000, no Earnout OP Units and corresponding Earnout WHIC Shares shall be

issued to the Contributor.

(B) If Earnout EBITDA is greater than $80,200,000 but less than $106,600,000, WhiteHawk OP

shall issue to the Contributor a number of Earnout OP Units equal to: (1) Earnout EBITDA less $80,200,000, divided by (2) $26,400,000 multiplied by (3) the Earnout Year One Amount and WHIC shall issue to the

Contributor a corresponding number of Earnout WHIC Shares.

WhiteHawk OP will issue to the Contributor a number of Earnout OP Units equal to the Earnout Year One Amount and WHIC shall issue to the Contributor a corresponding number of Earnout WHIC Shares.

(ii) Earnout Year Two.

(A) If Earnout EBITDA is less than or equal to $97,000,000, no Earnout OP Units and corresponding Earnout WHIC Shares shall be

issued to the Contributor.

(B) If Earnout EBITDA is greater than $97,000,000 but less than $129,000,000, WhiteHawk OP will

issue to the Contributor a number of Earnout OP Units equal to: (1)(x) Earnout EBITDA less $97,000,000, divided by (y) $32,000,000, multiplied by (z) the Earnout Year Two Amount, minus (2) the number of Earnout

OP Units, if any, that were issued pursuant to Section 2.02(b)(i) and WHIC shall issue to the Contributor a corresponding number of Earnout WHIC Shares.

will issue to the Contributor a number of Earnout OP Units equal to (1) the Earnout Year Two Amount minus (2) the number of Earnout OP Units, if any, that were issued pursuant to Section 2.02(b)(i) and WHIC

shall issue to the Contributor a corresponding number of Earnout WHIC Shares.

(iii) Earnout Year

Three.

(A) If Earnout EBITDA is less than or equal to $94,800,000, no Earnout OP Units and corresponding Earnout

WHIC Shares shall be issued to the Contributor.

(B) If Earnout EBITDA is greater than $94,800,000 but less than

$126,000,000, WhiteHawk OP will issue to the Contributor a number of Earnout OP Units equal to: (1)(x) Earnout EBITDA less $94,800,000, divided by (y) $31,200,000, multiplied by (z) the Earnout Year Three Amount

minus (2) the number of Earnout OP Units, if any, that were issued pursuant to Section 2.02(b)(i) and/or Section 2.02(b)(ii) and WHIC shall issue to the Contributor a corresponding

number of Earnout WHIC Shares.

the Contributor a number of Earnout OP Units equal to the Earnout Year Three Amount minus (2) the number of Earnout OP Units, if any, that were issued pursuant to Section 2.02(b)(i) and/or

Section 2.02(b)(ii) and WHIC shall issue to the Contributor a corresponding number of Earnout WHIC Shares.

(c)

Financial Statements. All components of the Earnout EBITDA for each Earnout Year shall be determined based on the results of WhiteHawk OP’s consolidated financial statements for the applicable Earnout Period, which shall be completed in

accordance with WhiteHawk OP’s customary processes (the “Financial Statements”). No Earnout OP Units or Earnout WHIC Shares shall be issued with respect to any Earnout Year unless and until the Financial Statements have been

completed and delivered to the Contributor.

(d) Earnout Statement. Within thirty (30) days after receipt of the Financial

Statements by the Contributor, the Contributor shall prepare and deliver to the Audit Committee of the Board of Directors of WHIC (the “Audit Committee”) a written statement (the “Earnout Statement”) setting

forth (i) the Earnout EBITDA for the applicable Earnout Period, and (ii) the number of Earnout OP Units and corresponding Earnout WHIC Shares due, if any, together with reasonable supporting calculations. During such time and until the

applicable Earnout Statement becomes final and binding, WhiteHawk OP shall provide the Contributor and its advisors with reasonable access to the financial books and records of WhiteHawk OP that pertain to the Earnout EBITDA, in each case, as

necessary for them to prepare the Earnout Statement. The Earnout EBITDA and the components thereof shall be calculated in the same manner as “EBTIDAX” and the components thereof are calculated by WHIC or WhiteHawk OP under the Credit

Agreement.

(e) Disputes. The Audit Committee, on behalf of WHIC and WhiteHawk OP, shall have ten

(10) days to review the Earnout Statement after its receipt (the “Review Period”). During such time, WhiteHawk OP shall provide the Audit Committee and its advisors with reasonable access to the financial books and records of

WhiteHawk OP that pertain to the Earnout EBITDA, in each case, as necessary for them to evaluate the Earnout Statement. If the Audit Committee disputes any portion of the Earnout Statement, then the Audit Committee may provide the Contributor with a

written notice identifying the disputed items within the Review Period (an “Earnout Dispute Notice”). If the Audit Committee does not provide the Contributor with such notice during the Review Period, then the Earnout Statement

shall be final and binding upon the parties hereto. If an Earnout Dispute Notice is timely delivered pursuant to this Section 2.02(e), then the Audit Committee and the Contributor shall, during the thirty (30) day

period following such delivery, attempt in good faith to resolve such dispute. If during such thirty (30) day period, the Audit Committee and the Contributor are unable to resolve such dispute, then the amount of the Earnout EBITDA in dispute

shall be submitted by the Audit Committee and the Contributor to Ernst & Young LLP (the “Accounting Firm”) for resolution of any matters based upon the terms of this Agreement that remain in dispute and which were

included in the Earnout Dispute Notice. The Accounting Firm shall be instructed to deliver within thirty (30) days a written statement setting forth its determination of the Earnout EBITDA, which shall be final, conclusive and binding on the

parties hereto. All costs and expenses of the Accounting Firm incurred by WHIC, the Contributor or their respective Affiliates in connection with resolution of a dispute by an Accounting Firm under this Section 2.02(e)

shall be allocated between WHIC, on the one hand, and Contributor, on the other hand, based upon the percentage that the amount not awarded to WHIC or Contributor pursuant to this Section 2.02(e) bears to the amount

actually contested by WHIC or Contributor, as applicable.

(f) Issuance of Earnout OP Units and Earnout WHIC Shares. As soon as

reasonable practicable, and in any event within three (3) Business Days after the Earnout Statement becomes final and binding upon the parties hereto, WhiteHawk OP shall issue to the Contributor the Earnout OP Units, if any, due to the

Contributor and WHIC shall issue to the Contributor a corresponding number of Earnout WHIC Shares.

(g) Distribution and Dividend

Equivalents. Notwithstanding anything to the contrary herein or in the Transaction Documents, from and after the Closing Date and until the earlier of (i) the time when an Earnout OP Unit is issued in accordance with

Section 2.02(f) hereof or (ii) the time when the Contributor’s right to receive an Earnout OP Unit is forfeited pursuant to Section 7.04(d)(i) or as a result of the Earnout Statement for

Earnout Year Three becoming final and binding, on the date that WhiteHawk OP pays a cash Distribution (if any) to Limited Partners (other than to WHIC in respect of any Series B Preferred Units or Series D Preferred Units), the Earnout OP Units

shall be considered outstanding Common Units held by the Contributor as of the close of business on such record date such that the amount of the pro rata Distribution received by the Contributor reflects a Common Unit Percentage Interest inclusive

of Earnout OP Units that the Contributor may be entitled to receive from WhiteHawk OP. For the avoidance of doubt, (x) no Earnout WHIC Shares shall be issued or deemed issued unless and until the corresponding Earnout OP Units are actually

issued pursuant to Section 2.02(f) and (y) no Distributions paid pursuant to this Section 2.02(g) shall be forfeited or otherwise subject to claw back in the event that the Earnout OP Units

included as outstanding Common Units for purposes of the Distribution are not earned and issued pursuant to Section 2.02.

Section 2.03 INTENDED TAX TREATMENT . For all applicable Tax

purposes, the parties intend that the Contribution in exchange for the Contribution and Subscription Closing Consideration and the Earnout Consideration shall be treated as an exchange described in Section 721(a) of the Code and Revenue

Ruling 99-5, Situation 2, 1999-1 C.B. 434 (the “Intended Tax Treatment”). Unless otherwise required by a final determination within the meaning

of Section 1313(a) of the Code (or a similar determination under applicable state or local Law), WhiteHawk OP, WHIC, the Company, Services and the Contributor shall file all United States federal, state and local Tax Returns, to the extent

applicable, in a manner consistent with such Intended Tax Treatment and shall take no position inconsistent with such treatment.

ARTICLE III

CLOSING

Section 3.01 CLOSING AND PLACE. Subject to the satisfaction or waiver of the applicable conditions set forth

in Section 3.02(c), the contribution of the Interests (the “Contribution Date”) will take place remotely via the electronic exchange of documents and signatures on the date that is no more than two

(2) Business Days prior to the IPO Date (or, if no such prior date is selected by WhiteHawk OP, then on the IPO Date). Subject to the satisfaction or waiver of the conditions set forth in Section 3.02(c), the closing

of the Transactions (the “Closing”) will take place remotely via the electronic exchange of documents and signatures on the IPO Date (the “Closing Date”) effective contemporaneously with the consummation of the

IPO.

Section 3.02 CONDITIONS PRECEDENT.

(a) Closing Actions and Documents of the Contributor. At the earlier of the Contribution Date or the Closing, the following closing

documents shall be executed and delivered (or caused to be executed and delivered) by the Contributor and the Company to WhiteHawk OP and WHIC:

(i) the A&R OP LPA in the form attached as Exhibit B, duly executed and delivered by the Contributor;

(ii) an assignment of the Interests, in form and substance reasonably acceptable to WhiteHawk OP, duly executed by the

Contributor, in favor of WhiteHawk OP;

(iii) duly executed employment agreements for each of the individuals listed on

Schedule 3.02(a)(iii) in the form attached as Exhibit C (the “Management Employment Agreements”);

(iv) the Registration Rights Agreement, duly executed by the Contributor in the form attached as Exhibit E;

(v) duly executed resignations of each applicable director, officer or manager of the Company and Services, as applicable, in

form and substance reasonably acceptable to WhiteHawk OP;

(vi) resolutions of the Company and the Contributor authorizing the

execution, delivery and performance of this Agreement and any other Transaction Document to which the Company and the Contributor are a party;

(vii) the written consent to the transactions contemplated by this Agreement from the Persons listed on Schedule

3.02(a)(vii), in form and substance reasonably acceptable to WhiteHawk OP, duly executed by such Persons (the “Required Consents”);

(viii) evidence reasonably satisfactory to WhiteHawk OP that all of the issued and outstanding equity interests of Services

have been contributed to and are wholly owned by the Company as of prior to the Closing; and

(ix) a validly executed

Internal Revenue Service (“IRS”) Form W-9 from the Contributor.

(b) Closing

Actions and Documents of WhiteHawk OP: At the earlier of the Contribution Date or the Closing (except as otherwise indicated below), the following closing documents shall be executed and delivered (or caused to be executed and delivered) by

WhiteHawk OP or WHIC, as applicable, to the Contributor:

(i) the A&R OP LPA, duly executed and delivered by WhiteHawk

OP and such limited partners party thereto as are required for the valid amendment and restatement of the WH OP Partnership Agreement;

(ii) at the Closing, evidence reasonably satisfactory to the Contributor that the A&R WHIC Charter in the form attached as

Exhibit D has been duly executed and filed and has become or will become effective contemporaneously with the Closing;

(iii) evidence of issuance of the WHIC Shares at the Closing and the WhiteHawk OP Units on the Contribution Date comprising the

Contribution and Subscription Closing Consideration;

(iv) duly executed employment agreements for each of the individuals

listed on Schedule 3.02(a)(iii) in the form attached as Exhibit C;

(v) the Registration Rights Agreement,

duly executed by WHIC in the form attached as Exhibit E; and

(vi) resolutions of WhiteHawk OP and WHIC, authorizing

the execution, delivery and performance of this Agreement and any other Transaction Document to which WhiteHawk OP or WHIC is a party.

(c) Closing Conditions . The respective obligations of each party to effect the Contribution and Closing are subject to the

satisfaction or waiver at or prior to each of the Contribution Date and the Closing (except as otherwise indicated below) of each of the following conditions that run in the favor of such party:

(i) For the benefit of the Contributor:

(A) (1) With only such exceptions as would not reasonably be expected

to have, individually or in the aggregate, a material adverse effect on the ability of WhiteHawk OP or WHIC to consummate the IPO or the Transactions, each of the representations and warranties of WhiteHawk OP and WHIC set forth in Article V

shall be true and correct as of the Contribution Date and Closing Date as though made on and as of the Contribution Date and Closing Date (except any representations and warranties that expressly speak as of a specified date or time need only be

true and correct as of such specified date or time) and (2) all of the covenants and agreements of WhiteHawk OP and WHIC set forth herein and required to have been performed as of the Contribution Date or Closing Date shall have been performed

in all material respects as of the Contribution Date or Closing Date (as the case may be);

(B) The Contributor shall have

received a certificate, in form and substance reasonably satisfactory to the Contributor, executed by the Secretary (or other officer) or manager, as applicable, of WHIC and the WH OP GP on behalf of WhiteHawk OP, to the effect of clause

(A) above; and

delivered by each signatory thereto pursuant to Section 3.02(b);

(ii) For the benefit of

WHIC and WhiteHawk OP:

(A) (1) The Fundamental Representations shall be true and correct in all respects as of the

Contribution Date and Closing Date, (2) with only such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each of the other representations and warranties of the Contributor set

forth in Article IV shall be true and correct as of the Contribution Date and Closing Date as though made on and as of the Contribution Date and Closing Date (except any representations and warranties that expressly speak as of a specified

date or time need only be true and correct as of such specified date or time); provided that any exceptions and qualifications with regard to materiality or Material Adverse Effect contained therein shall be disregarded for purposes of this

Section 3.02(c)(ii)(A)(2), and (3) all of the covenants and agreements of the Contributor and the Company set forth herein and required to have been performed as of the Contribution Date or Closing Date shall have been performed in

all material respects as of the Contribution Date or Closing Date (as the case may be);

(B) There shall not have occurred

a Material Adverse Effect;

satisfactory to WhiteHawk OP, executed by the Secretary (or other officer) or manager, as applicable, of the Contributor, to the effect of clause (A) and clause (B) above; and

(D) The execution and delivery of the Transaction Documents required to be

executed and delivered (or caused to be executed and delivered) by the Contributor and Services pursuant to Section 3.02(a);

(iii) For the benefit of all Parties hereto:

(A) no statute, rule, regulation, order, decree or injunction shall have been enacted, entered, promulgated or enforced by a

Governmental Authority that prohibits the consummation of the IPO or the Transactions; and

(B) at the Closing, the

substantially contemporaneous consummation of the IPO.

Section 3.03 COSTS.

(a) Contributor Costs. WhiteHawk OP and WHIC shall directly pay for all out of pocket costs and expenses incurred by the Company,

Services or the Contributor in connection with the Transactions, including any legal fees or fees of any financial, accounting and other advisors incurred by the Company, Services or the Contributor in connection with the Transactions, in the

aggregate up and including an amount equal to the Transaction Expenses Cap. Contributor shall pay for all such costs and expenses in excess of the Transaction Expenses Cap.

(b) WhiteHawk OP Costs. WhiteHawk OP and WHIC shall directly pay for all of their respective costs and expenses incurred in connection

with the Transactions, including any legal fees or fees of any financial, accounting and other advisors.

provisions of this Section 3.03 shall survive the Closing.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTOR

With respect to any Section of this Article IV, except as set forth in the disclosure schedules delivered by the Contributor to WhiteHawk OP

and WHIC on the date of this Agreement, the Contributor hereby represents and warrants to WhiteHawk OP and WHIC as follows as of the date hereof and as of the Contribution Date and Closing Date (except as to any representations and warranties that

expressly speak as of a specified date or time, in which case only as of such specified date or time):

Section 4.01 DUE

EXECUTION; DUE AUTHORIZATION; APPROVALS.

(a) This Agreement has been duly executed and delivered by the Contributor and the Company

and constitutes the legal, valid and binding agreement of the Contributor and the Company enforceable against each such Person in accordance with its terms, subject to applicable bankruptcy, insolvency or other similar Laws affecting enforcement of

creditors’ rights and to general principles of equity (the “Enforceability Exceptions”). Each of the Contributor and the Company has all requisite company power and authority to execute and deliver this Agreement and each

Transaction Document to which it is a party and to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery of this Agreement and the Transaction Documents to which any of the Contributor and

the Company is a party, and the performance by the Contributor and the Company of each of the Transactions contemplated to be performed by it, have been approved by all necessary company action or other proceedings on the part of each.

Section 4.02 NO CONFLICT.

(a) Neither the execution, delivery, nor performance of this Agreement or any other Transaction Document to which it is a party by the

Contributor or the Company, nor any action or omission on the part of the Contributor or the Company required pursuant hereto or thereto, nor the consummation of the Transactions by the Contributor or the Company will (i) violate or conflict

with, or result in a breach or default of, any provision of any resolution adopted by the board of managers (or equivalent governing body), members or other equityholders, the certificate of formation, operating agreement or equivalent governing

documents of the Contributor or the Company, (ii) result in a breach or violation of, or constitute a default under, any Legal Requirement applicable to the Contributor or the Company, or (iii) constitute a default or result in the

cancellation, termination, acceleration, breach or violation of any Contract or other material document to which the Contributor or the Company is a party or by which any of their properties are bound, or give any Person the right to challenge any

such transaction, to declare any such default, cancellation, termination, acceleration, breach or violation or to exercise any remedy or obtain any other relief under any such agreement, instrument, indenture or other material document or under any

Legal Requirement; and (b) neither the Contributor nor the Company is or will be required to give any notice to, make any filing with, or obtain any consent from any Person in connection with the execution and delivery of this Agreement or any

other Transaction Document to which it is a party.

Section 4.03 LITIGATION.

(a) There are no Actions pending or, to the Knowledge of the Contributor, threatened against the Contributor, and there are no outstanding,

pending or threatened orders, writs, judgments, decrees, decisions, injunctions or settlements against the Contributor that would impair the ability of the Contributor to perform its obligations under this Agreement or any other Transaction Document

to which it is a party or prevent the consummation of the Transactions.

(b) There are no Actions pending or, to the Knowledge of the

Company, threatened against the Company, and there are no outstanding, pending or threatened orders, writs, judgments, decrees, decisions, injunctions or settlements against the Company.

(c) There are no Actions pending or, to the Knowledge of Services, threatened against Services, and there are no outstanding, pending or

threatened orders, writs, judgments, decrees, decisions, injunctions or settlements against Services.

Section 4.04

INSOLVENCY. Neither the Contributor, the Company nor Services is subject to: (i) a general assignment for the benefit of creditors; (ii) a voluntary petition in bankruptcy or the filing of an involuntary petition by its

creditors; (iii) the appointment of a receiver to take possession of all, or substantially all, of its assets; (iv) the attachment or other judicial seizure of all, or substantially all, of its assets; (v) an admission in writing of

its inability to pay its debts as they come due; or (vi) an offer of settlement, extension or composition to its creditors generally.

Section 4.05 FINANCIAL STATEMENTS.

(a) The Contributor has made available to WhiteHawk OP (i) the consolidated audited balance sheets of the Contributor and the Company as

of the calendar years ended December 31, 2025, December 31, 2024 and December 31, 2023, (ii) the related consolidated audited statements of income, changes in members’ equity, and cash flows of the Contributor and the Company

for the calendar years then ended, and (iii) the consolidated unaudited balance sheet of the Contributor and the Company as of March 31, 2026 and the consolidated unaudited statement of income, changes in members’ equity and cash

flows of the Contributor and the Company for the three (3) month period then ended (collectively, the “Company Financial Statements”). The Company Financial Statements and the notes thereto, if any, fairly present in all

material respects the financial position of the Company and results of its operations and cash flows, in each case, as of the dates or for the periods then ended and were prepared in accordance with GAAP except as otherwise stated therein or, in the

case of unaudited financial statements, for the omission of footnotes and subject to year-end adjustments in the ordinary course of business, none of which are material, individually or in the aggregate.

Section 4.06 OWNERSHIP OF EQUITY INTERESTS; TITLE.

(a) All the issued and outstanding Equity Interests of the Company have been duly authorized and are validly issued, fully paid and not

subject to any unsatisfied capital commitments. The Contributor owns (beneficially and of record) all the issued and outstanding Equity Interests of the Company, free and clear of Encumbrances (other than transfer restrictions arising under

applicable securities Laws). Other than the Interests, which are owned beneficially and of record by the Contributor, there are no issued or outstanding Equity Interests of the Company. Other than the Company’s ownership of Services, the

Company does not directly or indirectly own or otherwise hold any Equity Interests of any other Person, and the Company does not have any right or obligation (including a contingent right or obligation) to acquire such an interest. There are no

outstanding or authorized subscriptions, options, warrants, calls, rights or convertible or exchangeable securities or any other agreements or other instruments giving any Person the right to acquire any Equity Interests in the Company, or giving

any Person any right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option to acquire any such Equity Interests. There are no outstanding or authorized share

appreciation, phantom share, profit participation or similar rights for which the Company has any liability. There are no voting trusts, proxies or other agreements or understandings to which the Company or the Contributor is a party with respect to

the acquisition, disposition or voting of any Equity Interests of the Company. There are no issued or outstanding bonds, indentures, notes or other Indebtedness having the right to vote (or convertible into securities that have the right to vote) on

any matters on which the members of the Company may vote. Immediately following the Closing, WhiteHawk OP shall own all of the Interests, free and clear of all Encumbrances, other than those imposed by applicable securities Laws.

(b) The Company owns (beneficially and of record) all the issued and outstanding Equity

Interests of Services, free and clear of Encumbrances (other than transfer restrictions arising under applicable securities Laws). Services does not directly or indirectly own or otherwise hold any Equity Interests of any other Person, and Services

does not have any right or obligation (including a contingent right or obligation) to acquire such an interest. There are no outstanding or authorized subscriptions, options, warrants, calls, rights or convertible or exchangeable securities or any

other agreements or other instruments giving any Person the right to acquire any Equity Interests in Services, or giving any Person any right or privilege (whether pre-emptive or contractual) capable of

becoming an agreement or option to acquire any such Equity Interests. There are no outstanding or authorized share appreciation, phantom share, profit participation or similar rights for which Services has any liability. There are no voting trusts,

proxies or other agreements or understandings to which Services or the Company is a party with respect to the acquisition, disposition or voting of any Equity Interests of Services, other than the contribution agreement pursuant to which the Company

acquired all of the Equity Interests of Services. There are no issued or outstanding bonds, indentures, notes or other Indebtedness having the right to vote (or convertible into securities that have the right to vote) on any matters on which the

members of Services may vote.

Section 4.07 ISSUANCE OF WHIC SHARES AND WHITEHAWK OP UNITS.

(a) The Contributor understands that the WHIC Shares and the WhiteHawk OP Units being issued hereunder have not been and will not be

registered under the Securities Act of 1933, as amended (the “Securities Act”), or under applicable state securities Laws (“Blue Sky Laws”), in reliance upon exemptions contained in the Securities Act and Blue

Sky Laws and any applicable regulations promulgated thereunder or interpretations thereof, and cannot be offered for sale, sold or otherwise transferred unless, among other things (including for estate planning purposes), such units subsequently are

so registered or qualify for exemption from registration under the Securities Act (including, without limitation, the exemption provided by Rule 144 thereunder, if available) and applicable Blue Sky Laws.

(b) The WHIC Shares and WhiteHawk OP Units are being acquired under this Agreement by the Contributor in good faith solely for its own account

for investment and not with a view toward resale or other distribution in violation of the Securities Act, and such units shall not be disposed of by the Contributor in contravention of the Securities Act or any applicable Blue Sky Laws.

(c) The Contributor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks

of its investment in the WHIC Shares and WhiteHawk OP Units and understands and is able to bear any economic risks associated with such investment (including the inherent risk of losing all or part of its investment in such units).

(d) The Contributor is directly familiar with the business that is conducted and is intended to be conducted by WhiteHawk OP and WHIC,

including financial matters related to such business, has been given the opportunity to ask questions of, and receive answers from the officers and directors of WHIC and WhiteHawk OP concerning the business and financial affairs of WHIC and

WhiteHawk OP, and the terms and conditions of its acquisition of such units, and has had further opportunity to obtain any additional information desired (including information necessary to verify the accuracy of the foregoing).

(e) The Contributor has had an opportunity, to the full extent it deemed necessary or

desirable, to inform its legal and financial advisers of the terms, nature and risks of investing in the WHIC Shares and WhiteHawk OP Units at this time, and to consult with them as appropriate about the investment.

(f) The Contributor is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act.

Section 4.08 ORGANIZATION AND QUALIFICATION.

(a) The Company (i) is a duly formed limited liability company validly existing and in good standing under the Laws of the State of

Delaware, and is duly qualified to do business and in good standing in all jurisdictions in which it is required to be qualified; and (ii) has the requisite power and authority to carry on its business as now being conducted. The Company is not

in default under any provision of its certificate of formation, operating agreement or other organizational documents.

(b) Services

(i) is a duly formed limited liability company validly existing and in good standing under the Laws of the State of Delaware, and is duly qualified to do business and in good standing in all jurisdictions in which it is required to be

qualified; and (b) has the requisite power and authority to carry on its business as now being conducted. Services is not in default under any provision of its certificate of formation, operating agreement or other organizational documents

Section 4.09 CONTRACTS. Other than the IMA and the ASA and the Transaction Documents entered into at the

Closing, neither the Company nor Services is a party to or otherwise bound by any Contract.

Section 4.10 COMPLIANCE WITH LAWS.

(a) Since the time of the Company’s formation, the Company has not received written notice of any violation of any Laws. The

Company is not, and since its date of formation, has not been, in material default under or in material violation of, nor has it been charged with any material violation of, any Law. The Business has at all times since the time of the

Company’s formation been operated in all material respects in accordance with applicable Laws and Governmental Licenses.

(b) Since

the time of Services’ formation, Services has not received written notice of any violation of any Laws. Services is not, and since its date of formation, has not been, in material default under or in material violation of, nor has it been

charged with any material violation of, any Law. The Business has at all times since the time of Services’ formation been operated in all material respects in accordance with applicable Laws and Governmental Licenses.

Section 4.11 FOREIGN ASSET CONTROL.

(a) None of the Company or any of its directors, officers, employee, Affiliates, or any other Person acting for or on behalf of the Company

(a) is a Person with whom transactions are prohibited or limited under any economic sanctions laws, rules, or regulations, including those administered by the U.S. government (including, without limitation, the Department of the

Treasury’s Office of Foreign Assets Control, the Department of State, or the Department of Commerce), the United Nations Security Council, the European Union, or His Majesty’s Treasury, or (b) has violated any Anti-Terrorism Laws or

any Laws relating to economic sanctions, export controls, import, customs, or antiboycott Laws within the last five (5) years. The Company is, and for the past five (5) years has been, in possession of and in compliance with any and all

licenses, registrations, and permits that may be required for its lawful conduct under any Anti-Terrorism Laws and any economic sanctions, import, and export control Laws, including without limitation the Export Administration Regulations. Within

the past five (5) years, the Company has not made any voluntary disclosure to any Governmental Authority relating to Anti-Terrorism Laws or any sanctions, import, customs, export control or antiboycott Laws, has not been the subject of any

investigation or inquiry regarding compliance with such Laws, and has not been assessed any fine or penalty under such Laws. None of the Company or any of its Affiliates or constituents engages, or will engage in, any dealings or transactions, or is

or will be otherwise associated, with any Designated Person. The Company has taken commercially reasonable measures to ensure compliance with the Anti-Terrorism Laws, including the requirement that: (y) no Person who owns any direct or indirect

interest in the Company is a Designated Person; and (z) funds invested directly or indirectly in the Company are derived from legal sources.

(b) None of Services or any of its directors, officers, employee, Affiliates, or any other Person acting for or on behalf of Services

any Laws relating to economic sanctions, export controls, import, customs, or antiboycott Laws within the last five (5) years. Services is, and for the past five (5) years has been, in possession of and in compliance with any and all licenses,

registrations, and permits that may be required for its lawful conduct under any Anti-Terrorism Laws and any economic sanctions, import, and export control Laws, including without limitation the Export Administration Regulations. Within the past

five (5) years, Services has not made any voluntary disclosure to any Governmental Authority relating to Anti-Terrorism Laws or any sanctions, import, customs, export control or antiboycott Laws, has not been the subject of any investigation or

inquiry regarding compliance with such Laws, and has not been assessed any fine or penalty under such Laws. None of Services or any of its Affiliates or constituents engages, or will engage in, any dealings or transactions, or is or will be

otherwise associated, with any Designated Person. Services has taken commercially reasonable measures to ensure compliance with the Anti-Terrorism Laws, including the requirement that: (y) no Person who owns any direct or indirect interest in

Services is a Designated Person; and (z) funds invested directly or indirectly in Services are derived from legal sources.

Section 4.12 TAX MATTERS.

(a) The Company is, and has been since its formation, an entity disregarded as separate from a “United States person” for U.S.

federal Tax purposes.

(b) Services is, and has been since its formation, an entity disregarded as separate from a “United States

person” for U.S. federal Tax purposes.

required to be filed by it with the appropriate Governmental Authorities (after giving effect to any filing extension properly granted by any such Governmental Authority having authority to do so). All such Tax Returns are true, correct, and

complete in all material respects.

(d) Services has timely filed all material federal, state, local and foreign Tax Returns required to

be filed by it with the appropriate Governmental Authorities (after giving effect to any filing extension properly granted by any such Governmental Authority having authority to do so). All such Tax Returns are true, correct, and complete in all

material respects.

(e) The Company has timely paid (or had timely paid on its behalf) all Taxes due and payable, including any Taxes

levied on any of the Company’s properties, assets, income or franchises, whether or not shown as owing on such Tax Returns. Except to the extent that a failure to do so would not individually or in the aggregate be material, all amounts of

Taxes that the Company was required by Law to withhold or collect in connection with amounts owing to any employee, independent contractor, creditor or other third party have been duly withheld or collected and, to the extent required, have been

timely remitted to the appropriate Governmental Authority, and the Company has complied in all material respects with all information reporting and back-up withholding provisions of applicable Law. No

deficiencies for any Taxes, other than deficiencies that would not individually or in the aggregate be material, have been proposed, asserted or assessed in writing against the Company, and no waivers or extensions of the time to assess or collect

any such Taxes are currently in effect.

(f) Services has timely paid (or had timely paid on its behalf) all Taxes due and payable,

including any Taxes levied on any of Services’ properties, assets, income or franchises, whether or not shown as owing on such Tax Returns. Except to the extent that a failure to do so would not individually or in the aggregate be material,

all amounts of Taxes that Services was required by Law to withhold or collect in connection with amounts owing to any employee, independent contractor, creditor or other third party have been duly withheld or collected and, to the extent required,

have been timely remitted to the appropriate Governmental Authority, and Services has complied in all material respects with all information reporting and back-up withholding provisions of applicable Law. No

deficiencies for any Taxes, other than deficiencies that would not individually or in the aggregate be material, have been proposed, asserted or assessed in writing against Services, and no waivers or extensions of the time to assess or collect any

such Taxes are currently in effect.

(g) There are no liens for Taxes (other than statutory liens for Taxes not yet due and payable) upon

any of the assets of the Company or the Interests.

(h) There are no liens for Taxes (other than statutory liens for Taxes not yet due and

payable) upon any of the assets of Services.

(i) There are no pending or threatened in writing audits, assessments, claims, proceedings,

or other actions with respect to Taxes or Tax Returns of, or with respect to, the Company. No power of attorney has been granted to any Person with respect to any Tax matter of the Company that will remain in force after the Closing. No claim has

been made by any Governmental Authority in writing in a jurisdiction where the Company does not file Tax Returns that such entity is or may be subject to taxation by that jurisdiction.

(j) There are no pending or threatened in writing audits, assessments, claims, proceedings,

or other actions with respect to Taxes or Tax Returns of, or with respect to, Services. No power of attorney has been granted to any Person with respect to any Tax matter of Services that will remain in force after the Closing. No claim has been

made by any Governmental Authority in writing in a jurisdiction where Services does not file Tax Returns that such entity is or may be subject to taxation by that jurisdiction.

(k) Neither WhiteHawk OP nor any of its subsidiaries (solely in their capacities as owners of the Interests upon Closing) will be required to

include any item of income in, or exclude any item of deduction from, taxable income for any period (or any portion thereof) ending after the Closing Date as a result of any (i) adjustments under Section 481 of the Code (or any similar

adjustments under any provision of the Code or the corresponding foreign, state or local Tax Law) in respect of a Pre-Closing Tax Period, (ii) closing agreement as described in Section 7121 of the

Code (or any corresponding or similar provision of state, local or foreign Tax Law) executed on or prior to the Closing Date, (iii) installment sale or other open transaction disposition made on or prior to the Closing Date outside of the

ordinary course of business of either the Company or Services, as applicable, (iv) prepaid amount received on or prior to the Closing Date, or (v) any election made pursuant to Section 108(i) of the Code on or prior to the Closing

Date.

Section 4.13 ABSENCE OF CERTAIN CHANGES.

(a) Since December 31, 2025, (a) there has not been a Material Adverse Effect with respect to the Company, (b) the Company has

operated and the Business has been conducted in the ordinary course of business in all material respects, and (c) there has not been, with respect to the Company or the Business, any action that would have been prohibited by

Section 6.01 had this Agreement been in effect for such period.

(b) Since December 31, 2025, (a)

there has not been a Material Adverse Effect with respect to Services, (b) Services has operated and the Business has been conducted in the ordinary course of business in all material respects, and (c) there has not been, with respect to

Services or the Business, any action that would have been prohibited by Section 6.01 had this Agreement been in effect for such period.

Section 4.14 EMPLOYEES. Services represents and warrants as follows:

(a) Schedule 4.14(a) sets forth a list of the employees of, or individuals providing services to, Services as of the date hereof (each

such employee or individual, together with any new or replacement employees or individuals who will be employees of, or individuals providing services to, Services as of the Contribution Date, being referred to herein as a “Business

Employee”), showing each Business Employee’s date of hire, current hourly rate or salary or other basis of compensation, including annual bonus target for 2026, full-time or part-time status, location, exempt or non-exempt status, leave status, immigration status and job function. Other than the Business Employees set forth on Schedule 4.14(a) and any employees employed by any entity that is as of the date hereof a

direct or indirect subsidiary of WHIC, there are no employees who are providing services to the Business.

(b) As of the date of this Agreement, no Business Employee has given written notice of

intent to terminate his or her employment relationship with Services, or, to Knowledge of Services, intends to terminate his or her employment relationship with Services within the twelve (12) month period following the date hereof.

(c) Services is not, and has not been in the past five (5) years, a party to any collective bargaining agreement or other Contract with

any labor union, labor organization or works council, and no such Contract is being negotiated, and Services is not the subject of any proceeding or organizing activity that seeks to compel Services to bargain with any labor organization or that

seeks to represent any Business Employees. No labor organization or group of employees of Services has made a demand for recognition or certification within the last five (5) years, and there are no representation or certification proceedings

or petitions seeking a representation proceeding presently pending or, to the Knowledge of Services, threatened in writing to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. There is

no strike, lockout, slowdown, or work stoppage against Services currently pending or, to the Knowledge of Services, threatened, that may interfere in any respect with the conduct of the Business. In the past five (5) years, there has been no

grievance or other labor dispute against or involving Services or involving any Business Employee in respect of such Business Employee’s employment with Services. There are no unfair labor practice charges, grievances or complaints pending or

threatened by or on behalf of any Business Employee or former Business Employee in respect of such current or former Business Employee’s employment with Services.

(d) Services is, and for the past five (5) years has been, in compliance in all material respects with all laws regarding employment and

employment practices including, without limitation, all Laws respecting terms and conditions of employment, equal employment opportunity, discrimination, harassment, disability rights or benefits, wages and hours (including classification of

employees, minimum wage, overtime, and equitable pay practices), hours of work, child labor, civil rights, withholdings and deductions, classification and payment of employees, temporary employees, independent contractors, and consultants,

restrictive covenant obligations, employment and compensation equity, the Worker Adjustment and Retraining Notification Act of 1988 and any similar state or local “mass layoff” or “plant closing” Laws (collectively,

“WARN”), collective bargaining, occupational health and safety, workers’ compensation, immigration, employee trainings and notices, whistleblowing, affirmative action, automated employment decision tools (including

artificial intelligence), unemployment insurance, and other laws in respect of any reduction in force (including notice, information and consultation requirements). No claims relating to non-compliance with

the foregoing are pending or threatened. Services is not a party to, and not otherwise bound by, any consent decree, judgment, or arbitration award with, or citation by, any Governmental Authority relating to employees or employment practices, and

no judgment, consent decree, or arbitration award imposes continuing remedial obligations or otherwise limits or affects Services’ ability to manage its employees, service providers, or job applicants. There has been no “mass

layoff” or “plant closing” (as defined by WARN) with respect to Services within the one (1) year prior to Closing. Services has not, within the one (1) year prior to Closing, incurred, and no circumstances exist under

which Services would reasonably be expected to incur, any liability arising from (i) the failure to pay wages (including overtime wages), (ii) the misclassification of employees as independent contractors and/or (iii) the misclassification

of employees as exempt from the requirements of the Fair Labor Standards Act or similar state Laws.

(e) Except as set forth in Schedule 4.14(e), there are no actions, suits, complaints,

claims, charges, governmental investigations or other legal proceedings against Services pending or, to the Knowledge of Services, threatened to be brought or filed, by or with any Governmental Authority or arbitrator concerning the employment or

termination of employment or failure to employ by Services of any current or former Business Employee of Services, including but not limited to any claim relating to the Laws outlined in Section 4.14(d).

(f) The Business Employees who work in the United States have appropriate documentation to work in the United States. Services has not been

notified in the past three (3) years of any pending or threatened investigation by any branch or department of U.S. Immigration and Customs Enforcement (“ICE”), or other federal agency charged with administration and

enforcement of federal immigration laws concerning Services, and Services has never received any “no match” notices from ICE, the Social Security Administration, or the IRS.

(g) For the past five (5) years, no allegations of sexual harassment or sexual misconduct have been made by any Business Employee or

current or former director or officer of Services against any other Business Employee or current or former director or officer of Services, and Services has not entered into any settlement agreements related to allegations of sexual harassment or

sexual misconduct by any current or former director, officer, or Business Employee. For the past five (5) years, Services has promptly, thoroughly and impartially investigated all employment discrimination and sexual harassment allegations by,

or against, any Business Employee. Services has taken prompt corrective action that is reasonably calculated to prevent further discrimination and harassment with respect to each such allegation with potential merit. Services has not incurred, and,

to the Knowledge of Services, no circumstances exist under which Services would reasonably be expected to incur, any liability arising from such allegations.

(h) To the Knowledge of Services, no Business Employee is in any respect in violation of any term of any employment agreement, nondisclosure

agreement, common law nondisclosure obligation, fiduciary duty, restrictive covenant agreement, or any other written obligation related to his or her engagement with Services.

(i) Services is not and has not been: (i) a “contractor” or “subcontractor” (as defined by Executive Order

11246), (ii) required to comply with Executive Order 11246, (iii) required to maintain an affirmative action plan, or (iv) party to or bound by any contract requiring the payment of prevailing wage rates and/or benefits to workers.

(j) The Business Employees are sufficient in number and skill to allow WhiteHawk OP to operate the Business in substantially the same manner

as it was conducted immediately prior to the Contribution Date.

Section 4.15 BENEFIT PLANS.

(a) Schedule 4.15(a) sets forth a correct and complete list of each material Plan.

(b) Each Plan has been established, maintained, administered and funded, in all material

respects, in accordance with its terms and in compliance with all applicable Laws, including ERISA and the Code. Each Plan that is intended to be qualified within the meaning of Section 401(a) of the Code has received a favorable determination

letter from the Internal Revenue Service on which Services is entitled to rely, and, to the Knowledge of Services, nothing has occurred with respect to the operation of such Plan that could reasonably be expected to cause the loss of such

qualification.

(i) all plan documents currently in effect, including any related trust documents, insurance contracts or other funding arrangements, and all amendments thereto, (ii) for the most recent plan year, (A) the IRS Form 5500 and all schedules

thereto, (B) audited financial statements and (C) actuarial or other valuation reports; (iii) the most recent Internal Revenue Service determination letter or opinion letter, as applicable, (iv) the most recent summary plan

descriptions and summary of material modifications, and (v) written summaries of all non-written Plans.

(d) No Plan is, and neither Services nor any of its ERISA Affiliates maintains, sponsors, contributes to, participates in, has any obligation

to contribute to, or has within the past six (6) years sponsored, maintained, contributed to, participated in or had any obligation to contribute to, or has or has ever had any current or potential obligation or liability under or with respect

to any (i) “employee pension benefit plan” (as defined in Section 3(2) of ERISA), subject to Title IV of ERISA, Section 302 of ERISA, or Section 412 or Section 430 of the Code, including a “multiemployer

plan” (within the meaning of Section 3(37) or Section 4001(a)(3) of ERISA), (ii) multiple employer plan (as described in Section 413(c) of the Code or 29 C.F.R. § 4001.2), (iii) “multiple employer welfare

arrangement” (within the meaning of Section 3(40) of ERISA), or (iv) plan or arrangement providing for, post-employment health or life insurance benefits or coverage, or other post-employment welfare benefits, to any Person (other

than as required under Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code, or any similar state laws, and at the sole expense of such Person).

(e) With respect to the Plans, all required contributions, benefits, premiums, payments or other liabilities or expenses have been timely

made, provided or paid or properly accrued in accordance with GAAP in all material respects.

(f) With respect to any Plan, (i) no

actions, suits, claims (other than routine claims for benefits in the ordinary course), audits, inquiries, proceedings or lawsuits are pending, or, to the Knowledge of Services, threatened against any Plan, the assets of any of the trusts under such

plans or the plan sponsor or administrator, or against any fiduciary of any Plan with respect to the operation thereof, and (ii) to the Knowledge of Services, no facts or circumstances exist that could reasonably be expected to give rise to any

such actions, suits, claims, audits, inquiries, proceedings or lawsuits. No event has occurred, and to the Knowledge of Services, no condition exists that would, including by reason of Services’ affiliation with any of its ERISA Affiliates,

subject Services to any material Tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other Laws.

(g) Neither the execution and delivery of this Agreement nor the consummation of the

transactions contemplated hereby, whether alone or in connection with any other event, could reasonably be expected to (i) result in any payment or benefit becoming due to any current or former employee or other service provider of Services or

under any Plan, (ii) increase any amount of compensation or benefits otherwise payable to any current or former employee or other service provider of Services or under any Plan, or (iii) result in the acceleration of the time of payment,

funding or vesting of any benefits to any current or former employee or other service provider of Services or under any Plan.

(h)

Services does not maintain any obligation to gross-up or reimburse any individual for any Tax or related interest or penalties incurred by such individual under any Plan, including under Section 409A of

the Code or otherwise, other than as may be provided under an expense reimbursmenet policy of Services made available to WHIC or WhiteHawk OP prior to the date hereof.

Section 4.16 LOANS TO THE COMPANY OR SERVICES. There are no outstanding loans to, or other Indebtedness

incurred by, the Company or Services.

Section 4.17 LICENSES AND PERMITS.

(a) (i) The Company holds all material licenses, permits and other regulatory and governmental authorizations (“Governmental

Licenses”) that are required to be maintained by it in connection with the conduct of the Business, (ii) each such Governmental License is valid and in full force and effect in all material respects and will not be invalidated by

consummation of the Transactions, and (iii) the Company is and has been in compliance in all material respects with all of the terms and requirements of each Governmental License, and there are no disputes, oral agreements or forbearance

programs in effect as to any Governmental License.

(b) (i) Services holds all Governmental Licenses that are required to be maintained by

it in connection with the conduct of the Business, (ii) each such Governmental License is valid and in full force and effect in all material respects and will not be invalidated by consummation of the Transactions, and (iii) Services is

and has been in compliance in all material respects with all of the terms and requirements of each Governmental License, and there are no disputes, oral agreements or forbearance programs in effect as to any Governmental License.

Section 4.18 ABSENCE OF UNDISCLOSED LIABILITIES.

(a) There are no liabilities or obligations relating to the Company or Business of any nature, whether accrued, contingent or otherwise, and,

to the Knowledge of the Contributor, there is no existing condition, situation or set of circumstances that reasonably could be expected to result in such a liability or obligation, except for liabilities or obligations reflected in the Company

Financial Statements previously provided to WhiteHawk OP (to the extent such liabilities or obligations reflected in the Company Financial Statements are reasonably apparent on their face to be specific liabilities or obligations of the Company) or

that were incurred since January 1, 2026 in the ordinary course of business (none of which relates to any breach of Contract, Action or violation of Law).

(b) There are no liabilities or obligations relating to Services or Business of any nature,

whether accrued, contingent or otherwise, and, to the Knowledge of the Company, there is no existing condition, situation or set of circumstances that reasonably could be expected to result in such a liability or obligation, except for existing

payroll liabilities or obligations incurred in the ordinary course of business and not yet due or payable.

Section 4.19 REAL PROPERTY. Neither the Company nor Services owns or leases any real property, has ever owned

or leased any real property, and will not as of the Contribution Date own or lease any real property.

Section 4.20 INTELLECTUAL

PROPERTY; IT SYSTEMS.

(a) Neither the Company nor Services owns or purports to own or license any Intellectual Property.

(b) Neither the Company nor Services owns or purports to own, lease or license any IT Systems.

(c) The Company and the conduct and operation of the Business, as currently conducted and as currently proposed to be conducted, have not

infringed, misappropriated, or otherwise violated, and do not currently infringe, misappropriate, or otherwise violate any Intellectual Property of any Person. The Company is not the subject of any pending or threatened legal proceedings alleging or

involving any of the foregoing.

(d) Services and the conduct and operation of the Business, as currently conducted and as currently

proposed to be conducted, have not infringed, misappropriated, or otherwise violated, and do not currently infringe, misappropriate, or otherwise violate any Intellectual Property of any Person. Services is not the subject of any pending or

threatened legal proceedings alleging or involving any of the foregoing.

Section 4.21 ENVIRONMENTAL LIABILITY.

(a) The Company has not been subject to, and there are no currently pending legal, administrative, arbitral or other proceedings, or claims,

actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that are reasonably likely to result in the imposition, on the Company of any material

liability or obligation arising under common law or under any local, state or federal environmental statute, regulation or ordinance, pending or threatened against the Company, and the Company is and has been in material compliance with all such

laws, statutes, regulations and ordinances. The Company is not subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Authority or third party imposing any material liability or obligation on the Company

with respect to the foregoing.

(b) Services has not been subject to, and there are no currently pending legal, administrative, arbitral

or other proceedings, or claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that are reasonably likely to result in the imposition, on

Services of any material liability or obligation arising under common law or under any local, state or federal

environmental statute, regulation or ordinance, pending or threatened against Services, and Services is and

has been in material compliance with all such laws, statutes, regulations and ordinances. Services is not subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Authority or third party imposing any

material liability or obligation on Services with respect to the foregoing.

Section 4.22 POWERS OF ATTORNEY.

(a) There are no outstanding powers of attorney executed on behalf of the Company.

(b) There are no outstanding powers of attorney executed on behalf of Services.

Section 4.23 TRANSACTIONS WITH RELATED PARTIES. Except as set forth on Schedule 4.23, there are no

outstanding loans, receivables or payables from or to the Contributor and its Affiliates, on the one hand, and any Business Employee, Services or the Company, on the other hand. Except as set forth on Schedule 4.23, there is no:

(i) agreement between the Company or Services, on the one hand, and (A) the Contributor, (B) any current or former officer, employee, director, manager, partner, beneficiary or executor of the Contributor or the Company or

(C) any Affiliate of the Persons identified in clauses (A) and (B), excluding the Company and Services, on the other hand; or (ii) agreements requiring payments to be made by the Company or Services to any Person on a change of

control or otherwise as a result of the consummation of the Transactions.

Section 4.24 IMPROPER PAYMENTS.

(a) Neither the Company nor any director, officer, employee, Affiliate, representative, or any other Person acting for or on behalf of the

Company has (a) made, offered, or promised to make or offer any payment, loan, or transfer of anything of value, including any reward, advantage, or benefit of any kind, to or for the benefit of any Government Official, candidate for public

office, political party, or political campaign, for the purpose of (i) influencing any act or decision of such Government Official, candidate, party or campaign, (ii) inducing such Government Official, candidate, party or campaign to do or

omit to do any act in violation of a lawful duty, (iii) obtaining or retaining business for or with any Person, (iv) expediting or securing the performance of official acts of a routine nature, or (v) otherwise securing any improper

advantage; (b) paid, offered, or promised to pay or offer any bribe, payoff, influence payment, kickback, unlawful rebate, or other similar unlawful payment of any nature; (c) made, offered or promised to make or offer any unlawful

contributions, gifts, entertainment, or other unlawful expenditures; (d) established or maintained any unlawful fund of corporate monies or other properties; (e) created or caused the creation of any false or inaccurate books and records

of the Company; or (f) otherwise violated any Anti-Corruption Law. The Company has not received any written communication that alleges that the Company, or any of its representatives, is, or may be, in violation of, or has, or may have, any

liability under, any Anti-Corruption Law, has not made any voluntary disclosure to any Governmental Authority relating to any Anti-Corruption Law, has not been the subject of any investigation or inquiry regarding compliance with any Anti-Corruption

Law, and has not been assessed any fine or penalty under any Anti-Corruption Law.

(b) Neither Services nor any director, officer, employee, Affiliate, representative, or any

other Person acting for or on behalf of Services has (a) made, offered, or promised to make or offer any payment, loan, or transfer of anything of value, including any reward, advantage, or benefit of any kind, to or for the benefit of any

Government Official, candidate for public office, political party, or political campaign, for the purpose of (i) influencing any act or decision of such Government Official, candidate, party or campaign, (ii) inducing such Government

Official, candidate, party or campaign to do or omit to do any act in violation of a lawful duty, (iii) obtaining or retaining business for or with any Person, (iv) expediting or securing the performance of official acts of a routine

nature, or (v) otherwise securing any improper advantage; (b) paid, offered, or promised to pay or offer any bribe, payoff, influence payment, kickback, unlawful rebate, or other similar unlawful payment of any nature; (c) made,

offered or promised to make or offer any unlawful contributions, gifts, entertainment, or other unlawful expenditures; (d) established or maintained any unlawful fund of corporate monies or other properties; (e) created or caused the

creation of any false or inaccurate books and records of Services; or (f) otherwise violated any Anti-Corruption Law. Services has not received any written communication that alleges that Services, or any of its representatives, is, or may be,

in violation of, or has, or may have, any liability under, any Anti-Corruption Law, has not made any voluntary disclosure to any Governmental Authority relating to any Anti-Corruption Law, has not been the subject of any investigation or inquiry

regarding compliance with any Anti-Corruption Law, and has not been assessed any fine or penalty under any Anti-Corruption Law.

Section 4.25 NO OTHER OPERATIONS.

(a) Except as set forth in Schedule 4.25(a) and except for activities such as opening and maintaining bank accounts and filing Tax

Returns and matters contemplated by this Agreement, since its formation, the Company has not engaged in, and is not currently engaged in, any trade, business, or activity other than providing management services to WhiteHawk OP and its Affiliates.

(b) Except as set forth in Schedule 4.25(b) and except for activities such as opening and maintaining bank accounts and filing Tax

Returns and matters contemplated by this Agreement, since its formation, Services has not engaged in, and is not currently engaged in, any trade, business, or activity other than providing employment services to WhiteHawk OP and its Affiliates.

Section 4.26 SUFFICIENCY OF ASSETS.

(a) After giving effect to the transactions contemplated by this Agreement and the other Transaction Documents, (i) the properties,

assets, and rights owned, leased, or licensed by WHIC and its Affiliates will collectively constitute all of the properties, assets, and rights, necessary to conduct the Business, and (ii) the Contributor and its Affiliates will not own, lease

or license any properties, assets, or rights used in or relating to the Business.

(b) Other than

at-will employment arrangements between Services and the Business Employees, Services has no assets or operations or is a party to any Contract.

Section 4.27 INVESTMENT COMPANY ACT.

(a) The Company is not required to be registered as an investment company under the Investment Company Act of 1940, as amended.

(b) Services is not required to be registered as an investment company under the Investment

Company Act of 1940, as amended.

Section 4.28 BROKERS, FINDERS AND ADVISORS. Except as set forth in

Schedule 4.28, neither the Company, Services nor the Contributor has entered into any agreement resulting in, or which will result in, the Company, WhiteHawk OP, or any Affiliate thereof having any obligation or liability as a result of

the execution and delivery of this Agreement and the consummation of the Transactions for any brokerage, finder or advisory fees or charges of any kind whatsoever.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF WHITEHAWK OP AND WHIC

Each of WhiteHawk OP and WHIC hereby represent and warrant, jointly and severally, to the Contributor as follows, as of the date hereof and as

of the Contribution Date and Closing Date (except as to any representations and warranties that expressly speak as of a specified date or time, in which case only as of such specified date or time):

Section 5.01 ORGANIZATION AND QUALIFICATION.

(a) WhiteHawk OP is a duly formed limited partnership validly existing and in good standing under the Laws of the State of Delaware and is

qualified to do business in each of the states in which it is required to be qualified, except where the failure to be so qualified would not reasonably be expected to prevent or materially delay the ability of WhiteHawk OP to perform its

obligations under the Agreement and the Transaction Documents or consummate the IPO. WhiteHawk OP is not in material default under any provision of its certificate of limited partnership, partnership agreement or other organizational document.

(b) WHIC is a duly formed corporation validly existing and in good standing under the Laws of the State of Delaware and is qualified to do

business in each of the states in which it is required to be qualified, except where the failure to be so qualified would not reasonably be expected to prevent or materially delay the ability of WHIC to perform its obligations under the Agreement

and the Transaction Documents or consummate the IPO. WHIC is not in material default under any provision of its certificate of incorporation, bylaws or other organizational document.

Section 5.02 DUE AUTHORIZATION; APPROVALS.

(a) WhiteHawk OP has all necessary limited partnership power and authority to execute and deliver this Agreement and the Transaction Documents

to which it is a party, to perform its obligations hereunder and to consummate the Transactions and the IPO. The execution and delivery of this Agreement and the Transaction Documents to which it is a party constitutes the legal, valid and binding

agreement of WhiteHawk OP enforceable against WhiteHawk OP in accordance with its terms, subject to the Enforceability Exceptions. The execution and delivery of this Agreement and the Transaction Documents to which WhiteHawk OP is a party and the

performance by WhiteHawk OP of its obligations hereunder and thereunder has been approved by the WH OP GP and no other limited partnership or other proceedings on the part of WhiteHawk OP is necessary to authorize the execution and delivery by

WhiteHawk OP of this Agreement or the Transaction Documents to which WhiteHawk OP is a party or the performance by WhiteHawk OP of its obligations hereunder or thereunder.

(b) WHIC has all necessary corporate power and authority to execute and deliver this

Agreement and the Transaction Documents to which it is a party, to perform its obligations hereunder and to consummate the Transactions and the IPO. The execution and delivery of this Agreement and the Transaction Documents to which it is a party

constitutes the legal, valid and binding agreement of WHIC enforceable against WHIC in accordance with its terms, subject to the Enforceability Exceptions. The execution and delivery of this Agreement and the Transaction Documents to which WHIC is a

party and the performance by WHIC of its obligations hereunder and thereunder has been approved by all necessary corporate action and no other proceedings on the part of WHIC is necessary to authorize the execution and delivery by WHIC of this

Agreement or the Transaction Documents to which WHIC is a party or the performance by WHIC of its obligations hereunder or thereunder.

Section 5.03 BROKERS, FINDERS AND ADVISORS. Neither WHIC nor WhiteHawk OP has entered into any agreement

resulting in, or which will result in, the Contributor or any Affiliate thereof having any obligation or liability as a result of the execution and delivery of this Agreement and the consummation of the Transactions for any brokerage, finder or

advisory fees or charges of any kind whatsoever.

Section 5.04 COMMON UNITS. All of the WhiteHawk OP Units and

Earnout OP Units have been duly authorized and, solely in the case of the WhiteHawk OP Units, are validly issued, fully paid and non-assessable. The Earnout OP Units will be validly issued, fully paid

and non-assessable at the time of their issuance pursuant to Section 2.02(f). The Contributor will acquire the WhiteHawk OP Units and the Earnout OP Units, if any, in accordance with

Section 2.01 and Section 2.02, as applicable, free and clear of all Encumbrances (other than those imposed by Section 7.04(d) or applicable securities Laws and any

transfer restrictions set forth in the A&R OP LPA). There are no restrictions on transfer of the WhiteHawk OP Units and Earnout OP Units except as referenced in this Agreement, the Management Employment Agreements and in the A&R OP LPA.

Section 5.05 CLASS B COMMON STOCK. As of the Closing, all of the WHIC Shares and the Earnout WHIC Shares have

been duly authorized and, solely in the case of the WHIC Shares that are not Earnout WHIC Shares, are validly issued, fully paid and non-assessable. The Earnout WHIC Shares will be validly issued, fully paid

and non-assessable at the time of their issuance pursuant to Section 2.02(f). The Contributor will acquire the WHIC Shares and the Earnout WHIC Shares, if any, in accordance with

Section 2.01 and Section 2.02, as applicable, free and clear of all Encumbrances (other than those imposed by Section 7.04(d) or applicable securities Laws). There are no

restrictions on transfer of the WHIC Shares and the Earnout WHIC Shares except as referenced in this Agreement and in the A&R WHIC Charter.

Section 5.06 TAX MATTERS. For all periods from its formation through the Contribution, WhiteHawk OP has been

property classified as an entity disregarded as separate from its owner for U.S. federal income Tax purposes pursuant to Treasury Regulations Section 301.7701-3(b)(ii) and no election has been made or is

pending to change such classification.

Section 5.07 NO CONFLICT.

(a) Neither the execution, delivery, nor performance of this Agreement or any other Transaction Document to which it is a party by WhiteHawk

OP or WHIC, nor any action or omission on the part of WhiteHawk OP or WHIC required pursuant hereto or thereto, nor the consummation of the Transactions by WhiteHawk OP or WHIC will (i) violate or conflict with, or result in a breach or default

of, any provision of any resolution adopted by the board of managers (or equivalent governing body), members or other equityholders, the certificate of formation, operating agreement or equivalent governing documents of WhiteHawk OP or WHIC,

(ii) result in a breach or violation of, or constitute a default under, any Legal Requirement applicable to the WhiteHawk OP or WHIC, or (iii) constitute a default or result in the cancellation, termination, acceleration, breach or

violation of any Contract or other material document to which the WhiteHawk OP or WHIC is a party or by which any of their properties are bound, or give any Person the right to challenge any such transaction, to declare any such default,

cancellation, termination, acceleration, breach or violation or to exercise any remedy or obtain any other relief under any such agreement, instrument, indenture or other material document or under any Legal Requirement; and (b) neither

WhiteHawk OP nor WHIC is or will be required to give any notice to, make any filing with, or obtain any consent from any Person in connection with the execution and delivery of this Agreement or any other Transaction Document to which it is a party.

Section 5.08 NO OTHER REPRESENTATIONS AND WARRANTIES. Neither the Contributor nor any of its Affiliates

or representatives has made any representation or warranty, express or implied, as to the Company, the Business, the Interests, or any information provided to WhiteHawk OP or WHIC in connection with the Transactions, except as expressly set forth in

Article IV (including the related portions of the Schedules) or any other Transaction Document. The Contributor shall not have or be subject to any liability to WhiteHawk OP or WHIC resulting from the distribution to WhiteHawk OP or WhiteHawk

OP’s use of, any such information, including any information, documents, projections, forecasts or other materials made available to WhiteHawk OP in expectation of the Transactions, unless such information is expressly included in a

representation or warranty contained in Article IV (including the related portions of the Schedules) or any other Transaction Document. Neither WhiteHawk OP nor WHIC has relied and neither is relying on any statement, representation or warranty,

oral or written, express or implied, made by the Company or any of their respective Affiliates or representatives as to the Company, the Business, or the Interests, except as expressly set forth in Article IV (including the related portions of the

Schedules) or any other Transaction Document.

ARTICLE VI

COVENANTS

Section 6.01 CONDUCT OF BUSINESS PRIOR TO CLOSING. From the date hereof until the Closing or earlier

termination of this Agreement, except as otherwise expressly provided in this Agreement or Schedule 6.01, the Company and Services shall, and the Contributor shall cause the Company and/or Services to: (i) conduct the Business in the

ordinary course, consistent with past practice; (ii) use commercially reasonable efforts to preserve intact its present organization; (iii) use commercially reasonable efforts to keep available the services of its current employees and of

all other Persons who provide services to WhiteHawk OP and its respective Affiliates; and (iv) use commercially reasonable efforts to preserve its relationships with others

having business dealings with it relating to the Business. Without limiting the generality of the foregoing,

except as otherwise contemplated by this Agreement, from the date hereof to the Closing, without the prior written consent of WhiteHawk OP, the Contributor (with respect to the Business) shall not, and shall cause the Company and/or Services not to:

(a) enter into any Contract;

(b) fail to timely pay any account payable relating to the Business in the ordinary course of business, other than amounts that are subject to

dispute in good faith;

(d) enter into any new line of business or discontinue an existing line of business;

(e) incur, create, assume or guarantee any Indebtedness;

(f) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors,

affiliates, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of another

entity;

(g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced with comparable policies,

other than changes in terms, deductibles and coverage limits of any such material policies of insurance;

(h) (1) make or permit to be

made any Tax election inconsistent with past practice or change or revoke any Tax election, (2) change any method of accounting (including for Tax purposes), (3) file any amended Tax Return or file any Tax Return in a manner inconsistent with

past practice, (4) settle or compromise any Proceeding relating to Taxes, (5) agree to an extension or waiver of the statute of limitations with respect to any claim or assessment with respect to Taxes (other than such extension that

arises solely as a result of an extension of time to file a Tax Return obtained in the ordinary course of business), (6) enter into any “closing agreement” within the meaning of Section 7121 of the Code (or any similar provision of

applicable Tax Law), (7) enter into any Tax allocation agreement or Tax sharing agreement (other than (A) any commercial agreement entered into in the ordinary course of business that does not relate primarily to Taxes or (B) to the extent

relating to the transactions contemplated by this Agreement) (8) change the Tax classification of the Company or Services, or (9) fail to pay any Taxes when due and payable;

(i) increase the compensation or benefits of any current or former employee or other service provider of the Business, other than (1) in

the ordinary course of business consistent with past practices, (2) to the extent required by Law or (3) as required by the terms of any existing Plan set forth on Schedule 4.15(a);

(j) establish, adopt, enter into, amend or terminate any Plan or any plan, agreement, program, policy, practice, trust, fund or other

arrangement that would be a Plan if it were in existence as of the date hereof;

(k) commit to any single or aggregate capital expenditure or commitment that would impose

any obligations on WhiteHawk OP or its Affiliates after the Closing (including the Company);

(l) acquire, by merger, consolidation,

acquisition of stock or assets, or otherwise, any business or Person or division thereof;

(m) cancel any debts or waive any claims or

rights relating to the Business, the Company or Services;

(n) enter into any lease for real property or assign its rights under, amend or

terminate any lease with respect to real property;

(o) issue, sell or grant any Equity Interests of the Company or Services, or any

securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any Equity Interests of the Company or Services, or any rights, warrants, options, calls, commitments or any other agreements of any character to

purchase or acquire any Equity Interests of the Company or Services or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any Equity Interests of the Company or Services or any other securities in

respect of, in lieu of, or in substitution for, the Equity Interests of the Company or Services that are outstanding on the date hereof;

(p) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against

it or relating to the Business, other than any such settlement or compromise that involves solely payment of money damages that is paid on or prior to Closing; provided, however, for the avoidance of doubt, that neither the Company nor

Services shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Business as conducted as of the date hereof;

(q) other than in the ordinary course of business consistent with past practice, hire or terminate, or enter into any employment contract

with, any individual, engage the services of any individual service provider, or promote or appoint any Person to any position;

(r) make

or authorize any change in its organizational documents;

(s) take, or agree or otherwise commit to take, any action that would reasonably

be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the Transactions;

(t) take or authorize any action that constitutes Leakage; or

(u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to

prevent the satisfaction of any condition set forth in Section 3.02(c).

Section 6.02 ACCESS TO INFORMATION. During the period from the

date hereof to the Closing or earlier termination of this Agreement, the Contributor shall furnish WhiteHawk OP and its representatives with any information and data (including copies of contracts, plans and other books and records)

concerning the Business, the Company, Services and operations of the Business as WhiteHawk OP or any of its representatives reasonably may request.

Section 6.03 CONSENTS AND APPROVALS.

(a) Upon the terms and subject to the conditions set forth in this Agreement, WhiteHawk OP, WHIC, the Company, Services and the Contributor

shall, and shall cause their respective Affiliates to, use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto, all things necessary, proper

and advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, the Transactions, including (i) taking all actions necessary to cause the conditions to Closing set forth in

Section 3.02(c) hereof to be satisfied, (ii) preparation and filing of all documentation to effect all required filings, notices, petitions, statements, registrations, submissions and applications and obtaining

all necessary actions or nonactions, waivers, consents, authorizations and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Transactions and making all necessary registrations and filings

(including filings with Governmental Authorities, if any) and taking all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid legal proceeding by, any Governmental Authority or other Persons necessary in connection

with the consummation of the Transactions, (iii) reasonably defending any legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, and (iv) execution and delivery of any

additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement.

(b) In connection

with, and without limiting the foregoing, each of WhiteHawk OP, WHIC, the Company, Services and the Contributor shall give (or shall cause to be given) any notices to any Person, and each shall use, and cause each of their respective Affiliates to

use, reasonable efforts to obtain any consents from any Person not covered by Section 6.03(a) that are necessary, proper and advisable to consummate the Transactions. Each of WhiteHawk OP, WHIC, the Company, Services

and the Contributor will furnish to the others such necessary information and reasonable assistance as the others may request in connection with the preparation of any required governmental filings or submissions and will cooperate in responding to

any inquiry from a Governmental Authority, including promptly informing the other parties of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all

material correspondence, filings or communications between any party and any Governmental Authority with respect to this Agreement. To the extent reasonably practicable, WhiteHawk OP, WHIC, the Company, Services and the Contributor or their

respective representatives shall have the right to review in advance and each of the parties will consult the others on, all the information relating to the other and each of their Affiliates that appears in any filing made with, or written

materials submitted to, any Governmental Authority in connection with the Transactions, except that confidential competitively sensitive business information may be redacted from such exchanges. To the extent reasonably practicable, neither

WhiteHawk OP, WHIC, the Company, Services or the Contributor shall, nor shall they permit their respective representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Authority in

respect of any filing, investigation or other inquiry without giving the other parties prior notice of such

meeting or conversation and, to the extent permitted by applicable Law, without giving the other parties the

opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Authority. Notwithstanding the foregoing, obtaining any approval or consent from any Person solely pursuant to this

Section 6.03(b) shall not be a condition to the obligations of the parties to consummate the Transactions.

(c)

Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than any Governmental Authority) with respect to the Transactions, none of WhiteHawk OP, WHIC, the Company,

Services or the Contributor or any of their respective Affiliates or representatives shall be obligated to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any accommodation or

commitment or incur any liability or other obligation to such Person, in each case that is not conditioned upon the occurrence of the Closing. Subject to the immediately foregoing sentence, the parties shall cooperate with respect to reasonable

accommodations that may be requested or appropriate to obtain such consents. WhiteHawk OP, WHIC, the Company, Services and the Contributor acknowledge and agree that no approval or consent of any such Person solely pursuant to this

Section 6.03(c) is a condition to the obligations of any party to effect the Transactions.

Section 6.04 TAX MATTERS.

(a) Filing of Tax Returns.

(i) The Company shall timely prepare and file, or cause to be timely prepared and filed, in each case at its sole expense, all

Tax Returns that are required to be filed by the Company and Services for Pre-Closing Tax Periods that are due on or before the Closing Date. Such Tax Returns shall be prepared in a manner consistent with the

past practices applicable to the preparation of such Tax Returns including all elections, accounting methods and conventions, except as required by applicable Tax Law. The Company shall provide any such Tax Return that is an income Tax Return to

WhiteHawk OP for its review, comment, and consent, which consent shall not be unreasonably withheld, conditioned or delayed, no less than 30 days prior to the due date for filing such Tax Return (including extensions).

(ii) From and after the Closing Date and subject to the consent right noted below, WhiteHawk OP shall have the exclusive

obligation and authority, at its sole cost and expense, to prepare and file, or cause to be prepared and filed, all Tax Returns of the Company and Services for all Pre-Closing Tax Periods (including, for the

avoidance of doubt, Tax Returns relating to the Saddle Periods) that are required to be filed after the Closing Date, including for those jurisdictions and Governmental Authorities that permit or require a short period Tax Return for the period

ending on the Closing Date, and shall timely pay Taxes shown as due and owning on such Tax Returns; provided, that the Contributor shall be responsible for any such Taxes (excluding any such Taxes attributable to the portion of any Straddle

Period beginning after the Closing Date) and shall pay to WhiteHawk OP the amount of any such Taxes at least five (5) days prior to the due date for such Taxes (excluding any such Taxes attributable to the portion of any Straddle Period

beginning after the Closing Date). The Contributor shall cooperate fully and promptly in

connection with the preparation and filing of such Tax Returns. All such Tax Returns shall

be prepared in accordance with the past practice of the Company or Services, as applicable, except as required by applicable Tax Law. WhiteHawk OP shall provide any such Tax Return to the Contributor for its review, comment, and consent, which

consent shall not be unreasonably withheld, conditioned or delayed, no less than 30 days prior to the due date for filing such Tax Return (including extensions). WhiteHawk OP shall make, or cause to be made, such revisions to such Tax Returns as a

reasonably requested by the Contributor prior to the filing thereof.

(iii) To the extent permissible under applicable Law,

the parties agree to elect (and have the Company and Services elect) to have each Tax year of the Company and Services to end on the Closing Date. If such election is not permitted or required in a jurisdiction with respect to a specific Tax such

that the Company or Services is required to file a Tax Return for a Straddle Period, the Taxes for such Straddle Period (A) shall be allocable to the Contributor to the extent such Taxes are allocated to the portion of the Straddle Period

ending at the end of the Closing Date pursuant to this Section 6.04(a)(iii) and (B) shall be allocable to WhiteHawk OP to the extent such Taxes are allocated to the portion of the Straddle Period beginning on

the day after the Closing Date pursuant to this Section 6.04(a)(iii). For any Straddle Period, the Taxes of the Company or Services shall be allocated between the portion of the Straddle Period ending on the Closing

Date and the portion of the Straddle Period beginning on the day after the Closing Date: (1) in the case of Taxes based on income, gross or net sales payments, receipts or payroll, on the basis of a deemed closing of the books and records of

the Company or Services, as applicable, as of the end of the Closing Date and (2) in the case of any other Taxes, pro rata on a per diem basis based on a fraction, the numerator of which is the number of calendar days in the portion of the

period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period.

(b)

Cooperation on Tax Matters. WhiteHawk OP, the Company and the Contributor shall cooperate fully, as and to the extent reasonably requested by the other parties, in connection with the preparation and filing of any Tax Returns, the conduct of

any Tax audit, litigation or other proceeding with respect to Taxes or the Intended Tax Treatment, or in connection with determining any liability for Taxes of, or with respect to, the Company or Services. Such cooperation shall include (i) the

retention and (upon another party’s reasonable written request) the provision of records and information that are reasonably relevant to any such Tax Return or such Tax audit, litigation or other proceeding and (ii) making employees

reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder; provided that the party requesting assistance shall pay the reasonable out-of-pocket expenses incurred by the party providing such assistance; provided, further, that no party shall be required to provide assistance at times or in amounts that would interfere

unreasonably with the business and operations of such party. The parties agree: (i) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Pre-Closing Tax

Period and to abide by all record retention agreements entered into with any Governmental Authority and (ii) to give the other parties reasonable written notice prior to destroying or discarding any such books and records and, if the other

party so requests, WhiteHawk OP, the Company and the Contributor, as the case may be, shall allow the other party to take possession of such books and records; provided, however, that if WhiteHawk OP reasonably determines that any records,

information or material are protected by attorney-client privilege and that the disclosure of such records, information or material would reasonably be expected to jeopardize such privilege, such records, information or material are not required to

be provided pursuant to this Section 6.04(b).

(c) Refunds. Any refunds or credits of Taxes of the Company or Services for any Pre-Closing Tax Period that are received or realized by WhiteHawk OP, the Company or their Affiliates, shall be for the account of the Contributor, and WhiteHawk OP or the Company shall pay over to the Contributor

any such refund or the amount of any such credit within fifteen (15) Business Days after receipt or entitlement thereto; provided that any such refund payable pursuant to this Section 6.04(c) shall be net of any

Taxes or reasonable out-of-pocket costs or expenses incurred by WhiteHawk OP or the Company in connection with obtaining such refund; provided further, that if

such refund is subsequently disallowed or required to be returned to the applicable Governmental Authority, the Contributor agrees to repay promptly to WhiteHawk OP (or the Company) the amount of such refund, together with any interest,

penalties or other additional amounts imposed by such Governmental Authority.

(d) Amended Tax Returns. WhiteHawk OP shall not, and

shall not cause or permit the Company or Services to, (i) amend any Tax Returns of the Company or Services filed with respect to any Tax year ending on or before the Closing Date or any Straddle Period, (ii) make or revoke any Tax election

for the Company or Services that has retroactive effect to any Tax year ending on or before the Closing Date and adversely affects the Taxes or Tax Returns of the Company or Services for any Pre-Closing Tax

Period or Straddle Period, (iii) extend or waive the applicable statute of limitations with respect to a Tax of the Company or Services for any Pre-Closing Tax Period or Straddle Period, (iv) file

any ruling request with any Governmental Authority that relates to Taxes or Tax Returns of the Company or Services for a Pre-Closing Tax Period or Straddle Period, or (v) enter into or pursue a voluntary

disclosure agreement with a Governmental Authority with respect to filing Tax Returns or paying Taxes for a Pre-Closing Tax Period or Straddle Period, in each such case without the prior written consent of the

Contributor, which consent shall not be unreasonably withheld, conditioned or delayed.

(e) Transfer Taxes. All transfer,

documentary, sales, use, stamp, registration and other similar Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (“Transfer Taxes”) will be split evenly between the Contributor, on

the one hand, and WhiteHawk OP, on the other hand, and all necessary Tax Returns and other documentation with respect to Transfer Taxes will be prepared and filed by the party required to file such Tax Returns under applicable Law.

(f) Withholding. Any and all payments by or on account of any obligation under this Agreement shall be made without deduction or

withholding for any Taxes, except as required by applicable Law. To the extent any party determines it is required to deduct or withhold any amounts payable pursuant to this Agreement, such party shall provide prompt written notice to the party in

respect of which such deduction or withholding is required and shall cooperate therewith to reduce or eliminate such deduction or withholding to the maximum extent permitted by applicable Law.

(g) Tax Contests.

(i) If any Governmental Authority issues to any party hereto a notice of proposed adjustment, or a notice of its intent to

audit or conduct another Action with respect to a Tax Return or Taxes of the Company or Services for any Pre-Closing Tax Period or Straddle Period that could reasonably be expected to require the Contributor

to indemnify any WhiteHawk OP Indemnified Party pursuant to this Agreement (each, a “ Tax Contest”), then the recipient of such notice shall notify the other parties of its receipt of such notice from the Governmental Authority

within five (5) days of receipt and provide the other parties with copies of all material correspondence and other material documents received from the Governmental Authority.

(ii) WhiteHawk OP shall control any Tax Contest; provided, however, that (i) the Contributor may (at its sole

cost and expense) participate in (but not control) any Tax Contest, including through the retention of its own legal counsel, and (ii) WhiteHawk OP shall (A) keep the Contributor reasonably and timely informed of all material developments

and events relating to such Tax Contest, (B) consult with the Contributor in connection with the conduct of any such Tax Contest and (C) not settle or compromise any Tax Contest without the prior written consent of the Contributor (such

consent not to be unreasonably withheld, conditioned or delayed).

(h) Allocation.

(i) Within sixty (60) days of the final determination of the Contribution and Subscription Closing Consideration,

WhiteHawk OP shall provide to the Contributor a schedule allocating the Contribution and Subscription Closing Consideration (and any other items properly treated as consideration for U.S. federal income Tax purposes) among the assets of the Company

and Services (the “Allocation Schedule”).

(ii) If within thirty (30) days of receiving the

Allocation Schedule, the Contributor has not objected, the Allocation Schedule shall be final and binding. If within thirty (30) days the Contributor objects to the Allocation Schedule, WhiteHawk OP and the Contributor shall cooperate in good

faith to resolve their differences. If after thirty (30) days, WhiteHawk OP and the Contributor are unable to agree, the parties shall retain the Accounting Firm pursuant to the provisions of Section 2.02(e),

mutatis mutandis, to resolve any remaining disputes. The determination of the Accounting Firm shall be final and binding on all parties.

(iii) The parties hereto shall make appropriate adjustments to the Allocation Schedule to reflect changes in the Contribution

and Subscription Closing Consideration. The parties hereto agree for all Tax reporting purposes to report the transactions in accordance with the agreements herein and the Allocation Schedule, as adjusted pursuant to the preceding sentence, and to

not take any position during the course of any audit or other proceeding inconsistent with the agreements as to Tax treatment herein or with such schedule unless required by a determination of the applicable Governmental Authority within the meaning

of Section 1313(a) of the Code.

Section 6.05 SUPPLEMENTAL DISCLOSURE. Subject to applicable

Law, WhiteHawk OP, on the one hand, and the Contributor and the Company, on the other hand, shall promptly, upon having or gaining actual knowledge of any event, condition or fact that would reasonably be expected to cause any of the

conditions to the other party’s obligation to consummate the Transactions not to be fulfilled, notify the other party hereto, and furnish the other party hereto any information it may reasonably request with respect thereto.

Section 6.06 CONFIDENTIALITY; PUBLICITY. From and after the date hereof until the Closing, WhiteHawk OP

shall, and shall cause their respective Affiliates and representatives to, keep confidential and not disclose to any Person documents and information concerning the Contributor or the Company disclosed to WhiteHawk OP or its Affiliates or

representatives in connection with the Transactions. This Section 6.06 shall not apply to disclosure of information (a) to the extent that it is generally known to the public through no fault of WhiteHawk OP or any of its Affiliates or

representatives or (b) to the extent that it is required to be disclosed by applicable Law; the rules and regulations of, or pursuant to any agreement of, a stock exchange or trading system; order by a Governmental Authority; or subpoena,

summons or legal process; provided that any such disclosure shall to the extent permissible by applicable Law be made after (i) consultation with the Contributor and (ii) allowing the Contributor the reasonable opportunity to

contest such disclosure. If this Agreement is, for any reason, terminated prior to the Closing, the provisions of this Section 6.06 shall nonetheless continue in full force and effect. So long as this Agreement is in effect, the

Contributor, the Company and WhiteHawk OP shall consult with each other and give each other a reasonable opportunity to review and comment on, any press release or other public statement with respect to the Transactions and shall not issue any such

press release or make any such public statement prior to obtaining the consent of the other parties, except as may be required by applicable Law or duties under applicable Law. Notwithstanding this Section 6.06, no

party shall be required to consult or obtain the consent of the other parties prior to making statements that are consistent with any previous press releases, public disclosures or public statements made by the Contributor, the Company, Services or

WhiteHawk OP in compliance with this Section 6.06.

Section 6.07 TERMINATION AND

ASSIGNMENT OF AGREEMENTS. Effective upon the Closing, unless WhiteHawk OP otherwise agrees, the Contributor shall cause the agreements set forth on Schedule 4.23 or required to be set forth on Schedule 4.23 (other than the

agreements set forth on Schedule 6.07, if any), to terminate, in each case, with no liability following the Closing to the Company. Immediately prior to the Closing, the Company will assign to the Contributor the right of the Company under

the IMA to receive (i) the Liquidity Incentive Fee and (ii) unrestricted 2025 Shares (as defined therein) on the Vesting Date (as defined therein), in each case notwithstanding anything to the contrary in the IMA or the termination

thereof, which rights shall survive termination or amendment thereof unless consent is obtained from the Contributor.

Section 6.08 EXPENSES AND INDEBTEDNESS. At or prior to the Closing, the Contributor shall cause all

Transaction Expenses in excess of the Transaction Expenses Cap and all Indebtedness of the Company and Services to be repaid and discharged in full (including any and all prepayment premiums, penalties, breakage costs, and other amounts due in

connection therewith).

Section 6.09 RESTRICTIVE COVENANTS.

(a) Except as otherwise permitted by the Management Employment Agreements, for a period of five (5) years following the Closing Date (the

“Restricted Period”), the Contributor and each of its Affiliates (other than the Company and Services following the Closing) shall not, and shall cause its respective Representatives not to, directly or indirectly, anywhere in the

United States (or any other jurisdiction in which the Business is conducted or proposed to be conducted as of the Closing Date): (i) engage in, manage, operate, control, or participate in the ownership, management, operation or control of any

business or Person that competes with the Business as conducted by WhiteHawk OP and its Affiliates (including the services provided by the Company and Services) as of the Closing Date (a “Competing Business”); or (ii) own any

interest in any Competing Business (other than passive ownership of less than five percent (5%) of the outstanding securities of any publicly traded company).

(b) Except as otherwise permitted by the Management Employment Agreements, during the Restricted Period, the Contributor and each of its

Affiliates shall not, and shall cause its Representatives not to, directly or indirectly: (i) solicit, hire, or attempt to solicit or hire any Business Employee (or any Person who was a Business Employee within the twelve (12) months prior

to such solicitation) or induce any such Person to leave the employ of WhiteHawk OP, the Company, Services or any of their Affiliates; or (ii) solicit or attempt to solicit any customer, client, supplier, licensee, or other business relation of

WhiteHawk OP, the Company, Services or any of their Affiliates with whom the Contributor or its Affiliates had material contact during the twelve (12) months prior to the Closing Date, for the purpose of providing products or services that are

competitive with the Business.

Section 6.09 are reasonable in scope, duration and geographic area in light of the nature of the Business, the consideration received by the Contributor, and the protection of the goodwill and value of the Interests and the

Business being contributed to WhiteHawk OP. If any provision of this Section 6.09 is held to be invalid or unenforceable, the provision shall be reformed to the extent necessary to make it valid and enforceable, or if it cannot be

reformed, it shall be severed and the remainder of this Section 6.09 shall remain in full force and effect. The Contributor agrees that any breach of this Section 6.09 would cause irreparable injury to WhiteHawk OP and its

Affiliates and that WhiteHawk OP shall be entitled to specific performance and injunctive relief (without the need to post any bond) in addition to any other remedies available at law or in equity.

The covenants in this Section 6.09 shall survive the Closing and shall be binding on the Contributor and its Affiliates.

ARTICLE VII

INDEMNIFICATION AND CLAIMS

Section 7.01 SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS. The representations and warranties

of the Contributor contained in this Agreement will survive until 12 months after the later of the Contribution Date or Closing Date; provided that the Fundamental Representations shall survive until three (3) years after the later of

the Contribution Date or Closing Date. The representations and warranties of

WhiteHawk OP and WHIC shall survive until three (3) years after the later of the Contribution Date or Closing Date. Notwithstanding the foregoing, a claim given in good faith in accordance

with this Article VII in respect of a representation or warranty on or prior to the date on which the representation or warranty ceases to survive shall not thereafter be barred by the expiration of the survival period, and may be pursued

thereafter without regard to such expiration. None of the covenants or other agreements contained in this Agreement shall survive the Closing Date other than those which by their terms contemplate performance after the Closing Date, and each such

surviving covenant and agreement shall survive each of the Contribution Date and Closing for the period contemplated by its terms. Nothing in this Section 7.01 shall limit any claim for Fraud.

Section 7.02 INDEMNIFICATION OF WHITEHAWK OP. From and after the earlier of the Contribution Date or Closing,

the Contributor shall indemnify and hold harmless WhiteHawk OP and its Affiliates, successors and the respective stockholders, members, managers, partners, officers, directors, employees and agents of each such indemnified Person (collectively, the

“WhiteHawk OP Indemnified Parties”) from and against any and all Losses that may be asserted against, or paid, suffered or incurred by any WhiteHawk OP Indemnified Party arising out of, resulting from, based upon or relating to,

without duplication:

(a) any material breach of or inaccuracy in any representation or warranty made by the Contributor in Article

IV (other than any Fundamental Representations) of this Agreement;

(b) any breach of or inaccuracy in any of the Fundamental

Representations;

and/or Services (including any prepayment premiums, penalties, breakage costs, make-whole payments, or other amounts due in connection therewith) and any Transaction Expenses in excess of the Transaction Expenses Cap;

(d) any breach of or failure by the Contributor or, prior to the Contribution Date, the Company or Services, to duly and timely to perform or

fulfill any of its covenants or agreements required to be performed by it under this Agreement or any of the Transaction Documents;

(e)

any (i) Taxes (or the non-payment thereof) imposed on or with respect to the Company or Services for any Pre-Closing Tax Period or (ii) any Taxes of the

Contributor or any Affiliate thereof; and

(f) any amounts that constitute Leakage.

Section 7.03 INDEMNIFICATION OF CONTRIBUTOR . From and after the earlier of the Contribution Date or Closing,

WhiteHawk OP and WHIC shall jointly and severally indemnify and hold harmless the Contributor and its successors, stockholders, members, managers, partners, officers, directors, employees and agents of each such indemnified Person (collectively, the

“Contributor Indemnified Parties”) from and against any and all Losses that may be asserted against, or paid, suffered or incurred by any Contributor Indemnified Party arising out of, resulting from, based upon or relating to:

(a) any breach of or inaccuracy in any representation or warranty made by WhiteHawk OP and WHIC in Article V of this Agreement; and

(b) any breach of or failure by WHIC or WhiteHawk OP to duly and timely perform or fulfill

any of its covenants or agreements required to be performed by it under this Agreement or any of the Transaction Documents.

Section 7.04 LIMITATIONS.

(a) Notwithstanding anything to the contrary in this Agreement, no indemnity payments shall be payable by the Contributor as a result of any

claim (other than a claim for Fraud) arising under:

(i) Section 7.02(a) unless and until the

Losses claimed thereunder, when aggregated, are in excess of an amount equal to one percent (1%) of the aggregate value of the Earned Consideration on the date a claim made in good faith in accordance with this Article VII is finally resolved

(the “Deductible”), in which case the WhiteHawk OP Indemnified Parties may recover the aggregate amount of all Losses payable thereunder in excess of the Deductible, subject to the remaining provisions of this

Section 7.04;

(ii) Section 7.02(a) in excess of an amount equal to ten

percent (10%) of the aggregate value of the Earned Consideration on the date a claim made in good faith in accordance with this Article VII is finally resolved; or

(iii) Section 7.02 in excess of an amount equal to the aggregate value of the Earned Consideration on

the date a claim made in good faith in accordance with this Article VII is finally resolved.

(b) No party will be entitled to

duplication of recovery for a Loss under any provision of this Agreement to the extent such party has actually received proceeds for the same Loss by reason of the state of facts giving rise to such Loss constituting a breach of more than one

representation, warranty, covenant or agreement.

commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance of Loss that would be reasonably expected to, or does, give rise to an indemnification obligation hereunder, including incurring costs only to the

minimum extent necessary, in such Indemnified Party’s reasonable discretion, to remedy the breach that gives rise to such Loss.

(d)

Until the later of (x) the three (3) year anniversary of the Contribution Date or Closing Date and (y) the date on which any claim for indemnification made in good faith in accordance with this Article VII is finally resolved,

the Contributor will satisfy any indemnification liability for which the Contributor is liable as follows:

(i) first, by

offsetting the amount of such indemnification liability against any Earnout Consideration otherwise payable or paid to the Contributor (or its Affiliates or designees) under this Agreement (or any equity interests exchanged therefor); and

(ii) second, to the extent the Earnout Consideration is insufficient or unavailable to satisfy the full amount of such

indemnification liability, by clawing back (i.e., requiring repayment of) a portion of the Contribution and Subscription Closing Consideration previously paid to the Contributor (or its Affiliates or designees), or any equity interests exchanged

therefor, equal to the remaining unpaid balance of the indemnification liability.

For purposes of this Section 7.04(d), Earnout Consideration and

Contribution and Subscription Closing Consideration (in each case, or any equity interests exchanged therefor) shall be valued at the VWAP for the thirty (30) days prior to the Trading Day immediately preceding the payment date. For the

avoidance of doubt, any clawback, set off or other forfeiture of the Earnout Consideration or Contribution and Subscription Closing Consideration pursuant to this Section 7.04 shall include any corresponding WHIC Shares and

Earnout WHIC Shares issued in connection therewith.

(e) Until the later of (x) the twelve (12)-month anniversary of the Contribution

Date or Closing Date (the “Release Date”) and (y) the date on which any claim for indemnification made on or prior to the Release Date in good faith in accordance with this Article VII is finally resolved, the

Contributor shall retain and not distribute, encumber, transfer or otherwise dispose of any portion of the Contribution and Subscription Closing Consideration (other than pursuant to Section 7.04(d)(ii)); provided, however, that

to the extent there are any unresolved indemnification claims as of the Release Date, the Contributor shall be permitted to distribute, transfer and otherwise dispose of any portion of the Contribution and Subscription Closing Consideration then

held by Contributor with a value in excess of one hundred ten percent (110%) of the Losses estimated by WHIC or WhiteHawk OP in good faith in respect of such unresolved indemnification claims.

Section 7.05 INDEMNIFICATION PROCEDURES. All claims for indemnification by any Indemnified Party shall be

asserted and resolved as follows:

(a) If an Indemnified Party intends to seek indemnification under this Article VII, it shall

promptly notify the Indemnifying Party in writing of such claim, indicating with reasonable particularity the nature of such claim and provide the Indemnifying Party with such additional relevant information in the Indemnified Party’s

possession that the Indemnifying Party may reasonably request. The failure to provide such notice will not affect any rights hereunder except to the extent the Indemnifying Party is actually and materially prejudiced thereby.

(b) If such claim involves a Third Party Claim against the Indemnified Party, the Indemnifying Party may, within thirty (30) days after

receipt of such notice and information, and upon notice to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, assume the settlement or defense thereof, with counsel reasonably satisfactory to the Indemnified Party;

provided, that the Indemnifying Party shall have acknowledged in writing its obligation to indemnify the Indemnified Party for such claim in accordance with the terms of this Agreement; provided, further, that the Indemnified

Party may participate in such settlement or defense through counsel chosen by it at the sole cost and expense of the Indemnified Party. The Indemnifying Party shall not be entitled to control the defense of (i) any action seeking an

injunction or other equitable relief that, if granted, would reasonably be expected to have a material impact on the Indemnified Party’s business, (ii) any criminal proceeding, action, indictment, allegation or investigation by a

Governmental Authority or (iii) any action pursuant to which Losses would reasonably be expected to exceed the maximum Liability of the Indemnifying Party hereunder. If the Indemnifying Party assumes the settlement or defense of such claim and

the Indemnified Party

determines reasonably and in good faith that representation by the Indemnifying Party’s counsel of both the Indemnifying Party and the Indemnified Party would present such counsel with a

conflict of interest or that there are legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party, then the Indemnifying Party shall pay the reasonable fees and expenses of

the Indemnified Party’s counsel. So long as the Indemnifying Party is contesting any such claim in good faith in accordance with the first sentence of this Section 7.05(b), the Indemnifying Party shall have the

right to settle any claim for which indemnification has been sought and is available hereunder that imposes solely monetary obligations that are paid by the Indemnifying Party, does not contain a finding or admission of any violation of Law or any

violation of the rights of any Person and contains an unconditional release of the Indemnified Party from all liability thereunder; provided, that to the extent that such settlement requires the Indemnified Party to take, or prohibits the

Indemnified Party from taking, any action or purports to obligate the Indemnified Party, then the Indemnifying Party shall not settle such claim without the prior written consent of the Indemnified Party, such consent not to be unreasonably

withheld, conditioned or delayed. So long as the Indemnifying Party is contesting any such claim in good faith in accordance with the first sentence of this Section 7.05(b), the Indemnified Party shall: (i) not

pay or settle any such claim without the Indemnifying Party’s consent, such consent not to be unreasonably withheld, conditioned or delayed; and (ii) cooperate with the Indemnifying Party and its counsel in the settlement and defense of

such claim. If the Indemnifying Party is not entitled to join in or assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified

Party of the assumption of the defense of such claim within the thirty (30) day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the

settlement or defense thereof and the Indemnifying Party shall cooperate reasonably with it in connection therewith. Except as otherwise expressly provided in this Section 7.05, the failure of the Indemnified

Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any costs and expenses incurred by such Indemnified Party in connection with the investigation and defense of

such claim (including, without limitation, reasonable out of pocket attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) required to be paid by the Indemnifying Party on behalf of the Indemnified

Party shall be paid as incurred, promptly against delivery of reasonably detailed invoices therefor.

chooses to defend any Third Party Claim, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) cause, or agree to, the waiver of the

attorney-client privilege, attorney work-product immunity or any other privilege or protection in respect of confidential legal memoranda and other privileged materials drafted by, or otherwise reflecting the legal advice of, internal or outside

counsel of an Indemnified Party (the “Subject Materials”) relating to such Third Party Claim. Each party hereto mutually acknowledges and agrees, on behalf of itself and its Affiliates, that (i) each shares a common legal

interest in preparing for the defense of legal proceedings, or potential legal proceedings, arising out of, relating to or in respect of any actual or threatened Third Party Claim or any related claim or counterclaim, (ii) the sharing of

Subject Materials will further such common legal interest and (iii) by disclosing any Subject Materials to and/or sharing any Subject Materials with the Indemnifying Party, the Indemnified Party shall not waive the attorney-client privilege,

attorney work-product immunity or any other

privilege or protection. The Indemnified Party shall not be required to make available to the Indemnifying Party any information that is subject to an attorney-client or other applicable legal

privilege that based on the advice of outside counsel would be impaired by such disclosure or any confidentiality restriction under applicable Law.

(d) In any action or proceeding between, on the one hand, the Contributor or any Contributor Indemnified Party and, on the other hand,

WhiteHawk OP or any WhiteHawk OP Indemnified Party, arising out of or relating to this Agreement or any other Transaction Document, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and other costs and expenses

incurred, in addition to any other relief to which it may be entitled.

(e) In the event of a conflict between this

Section 7.05 and Section 6.04(g), Section 6.04(g) shall control.

Section 7.06 CHARACTER OF INDEMNITY PAYMENTS. The parties agree that any indemnification payments made with

respect to this Agreement shall be treated for all Tax purposes as an adjustment to the Aggregate Contribution and Subscription Consideration, unless otherwise required by Law (including by a determination of a Governmental Authority that, under

applicable Law, is not subject to further review or appeal).

Section 7.07 REMEDIES.

(a) Each of the parties hereto shall be entitled to injunctive or other equitable relief to prevent breaches of this Agreement and to enforce

specifically the terms and provisions of this Agreement and the obligations of each other party hereto in the event that (i) all conditions set forth in Section 3.02(c)(i) or

Section 3.02(c)(ii), as applicable, and Section 3.02(c)(iii), have been satisfied or waived by the party seeking injunctive or other equitable relief hereunder (other than those

conditions that by their terms or their nature are to be satisfied at the Closing, but subject to such conditions being satisfied or waived assuming a Closing would occur), and (ii) any party fails to complete the Closing by the Outside Date.

(b) Except for claims based on Fraud, following the Closing, the rights of the Indemnified Parties for indemnification relating to

breaches of this Agreement shall be limited to those contained in this Article VII and such indemnification rights shall be the exclusive remedies of the Indemnified Parties with respect to breaches of this Agreement.

Section 7.08 SUBROGATION/INSURANCE. If an Indemnified Party recovers Losses from an Indemnifying Party, the

Indemnifying Party shall be subrogated, to the extent of such recovery, to the Indemnified Party’s rights against any third party (including any employees) with respect to such recovered Losses, subject to the subrogation rights of any insurer

providing insurance coverage under one of the Indemnified Party’s policies and except to the extent that the grant of subrogation rights to the Indemnifying Party is prohibited by the terms of the applicable insurance policy. With respect to

any rights of any Indemnifying Party (including any employees) against a third party to which an Indemnified Party is entitled pursuant to the preceding sentence, such Indemnified Party shall use commercially reasonable efforts to preserve any

rights that such Indemnifying Parties may have to make claims against such third parties (including under applicable insurance policies) and the Indemnified Parties and the Indemnifying Parties shall

cooperate with and assist the other in issuing notices of claims to such third parties, presenting claims

for payment and collecting proceeds related thereto. Notwithstanding anything in this Agreement to the contrary, the amount of any Losses of any Person under this Article VII shall be net of the amount, if any, actually received by the

Indemnified Party (after deducting all costs and expenses associated with recovering such amount) from any third party (including any insurance company or other insurance provider).

ARTICLE VIII

TERMINATION

Section 8.01 TERMINATION. This Agreement may be terminated and the Transactions may be abandoned at any time

prior to the Closing by:

(a) the mutual written agreement of WhiteHawk OP and the Contributor;

(b) either WhiteHawk OP or the Contributor, if any court of competent jurisdiction or other competent Governmental Authority shall have

enacted a statute or issued a rule, regulation, order, decree or injunction or taken any other action, in each case, permanently restraining, enjoining or otherwise prohibiting all or any portion of the Transactions and such statute, rule,

regulation, order, decree or injunction or other action shall have become final and nonappealable;

Contributor, in the event: (i) of a material breach of this Agreement by the non-terminating party if such non-terminating party fails to cure such breach prior to

the earlier of the Outside Date and the date that is thirty (30) days following written notification thereof by the terminating party; or (ii) that the satisfaction of any condition to the terminating party’s obligations under this

Agreement becomes impossible, but only if the failure of such condition to be satisfied does not result from a breach of this Agreement by the terminating party; or

(d) either WhiteHawk OP or the Contributor, in the event that the Closing shall not have occurred on or before December 31, 2026 (the

“Outside Date”), unless the failure of the Closing to occur on or before the Outside Date is a result of a breach of this Agreement by the terminating party; provided, however, that the provisions of this

Section 8.01(d) shall not be available, as applicable, to (A) the Contributor, in the event that all conditions set forth in Section 3.02(c)(i) and Section 3.02(c)(iii) or (B) WhiteHawk OP, in the event

that all conditions set forth in Section 3.02(c)(ii) and Section 3.02(c)(iii) have been satisfied or waived (other than those conditions that by their terms or their nature are to be satisfied at the Closing, but subject to

such conditions being satisfied or waived assuming a Closing would occur).

Section 8.02 EFFECT OF TERMINATION.

If this Agreement is validly terminated pursuant to Section 8.01, this Agreement will forthwith become null and void, and have no further effect, without any liability on the part of any party hereto or its

Affiliates, directors, managers, officers, stockholders, partners or members, other than the provisions of Section 6.06, this Section 8.02 and Article IX hereof. Nothing contained in

this Section 8.02 shall relieve any party from liability for Fraud occurring prior to termination.

ARTICLE IX

GENERAL PROVISIONS

Section 9.01 NOTICES. All notices, demands and requests hereunder shall be in writing and shall be deemed to

have been properly given if: (a) hand delivered; (b) sent by reputable overnight courier service; (c) emailed (provided such transmission does not generate an error message or notice of

non-delivery); or (d) sent by United States registered or certified mail, postage prepaid, addressed to the parties at the respective addresses set forth below, or at such other address as any of the

parties may from time to time designate by written notice given as herein required. Service of any such notice or other communications so made shall be deemed effective on the day of actual delivery (whether accepted or refused) as shown by the

addressee’s return receipt if by certified mail, and as confirmed by the courier service if by courier; provided, however, that if such actual delivery occurs after 5:00 p.m. (local time where received) or on a non-Business Day, then such notice or communication so made shall be deemed effective on the first Business Day after the day of actual delivery. All such notices shall be addressed as follows:

If to WHIC or WhiteHawk OP:

2000 Market Street, Suite 910

Philadelphia, PA

19103

Attention: Barrie Hananel

Email:

bhananel@whitehawkenergy.com

With a copy to (not constituting notice):

Greenberg Traurig, LLP

One Vanderbilt

Avenue

New York, New York 10017

Attention: Joseph Herz

Email: HerzJ@gtlaw.com

If to the Contributor or, prior to the

Closing, the Company or Services:

2000 Market Street, Suite 910

Philadelphia, PA

19103

Attention: Daniel Herz

Email:

dherz@whitehawkenergy.com

With a copy to (not constituting notice):

Paul Hastings LLP

2001 Ross Ave #2700,

Dallas, Texas 75201

Attention: Charles Haag

Email: CharlieHaag@paulhastings.com

Section 9.02 ENTIRE AGREEMENT; AMENDMENTS. This Agreement (together with any

exhibits and the other Transaction Documents) contains the entire agreement among the parties with respect to the Transactions, and shall supersede all previous oral and written agreements and all contemporaneous oral negotiations, commitments and

understandings between the parties. This Agreement may be amended, changed, terminated or modified only by agreement in writing duly authorized (which authorization shall include approval of a majority of the independent directors of the Board of

Directors of WHIC) and executed by all of the parties.

Section 9.03 SUCCESSORS AND ASSIGNS. The covenants, agreements,

rights and obligations contained in this Agreement shall be binding upon and shall inure to the benefit of the respective heirs, executors, successors and assigns of the parties hereto and all Persons or entities claiming by, through or under

any of them.

Section 9.04 FURTHER DOCUMENTS. Each party hereto agrees to execute any and all further

documents and writings and perform such other reasonable actions that may be or become necessary or expedient to effectuate and carry out the Transactions, whether before or after the Closing.

Section 9.05 GOVERNING LAW; JURISDICTION; WAIVER OF JURY.

(a) This Agreement, and all claims or causes of actions (whether at law, in equity, in contract or in tort) that may be based upon, arise out

of or relate to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the internal Laws of the State of Delaware without giving effect to conflicts of Laws principles

(whether of the State of Delaware or any other jurisdiction that would cause the application of the Laws of any jurisdiction other than the State of Delaware).

(b) All legal proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in the Court of Chancery of

the State of Delaware sitting in Wilmington, Delaware (or if such court declines to exercise such jurisdiction in any appropriate state or federal court in the State of Delaware sitting in Wilmington, Delaware). Each of the parties hereby

irrevocably and unconditionally: (i) submits to the exclusive jurisdiction of such courts, for the purpose of any legal proceeding arising out of or relating to this Agreement and the Transactions brought by any party; (ii) agrees not to

commence any such legal proceeding except in such courts; (iii) agrees that any claim in respect of any such legal proceedings may be heard and determined in such courts; (iv) waives, to the fullest extent it may legally and effectively do so,

any objection which it may now or hereafter have to the laying of venue of any such legal proceeding; and (v) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such legal proceeding. Each of

the parties agrees that a final judgment in any such legal proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party hereto irrevocably consents to service of

process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by Law.

(c) EACH PARTY HERETO ACKNOWLEDGES THAT ANY ACTION OR LEGAL PROCEEDING, DIRECTLY OR INDIRECTLY, ARISING OUT OF OR RELATING TO THIS AGREEMENT

OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY

RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUCH ACTION OR LEGAL PROCEEDING. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR

OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH ACTION OR PROCEEDING, SEEK TO ENFORCE THE

FOREGOING WAIVER; (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (III) IT

MAKES THIS 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 9.05(C).

Section 9.06 COUNTERPARTS. This Agreement may be executed in a number of identical counterparts, each of

which shall be deemed an original and all of which, collectively, shall constitute one (1) agreement.

Section 9.07 CONSTRUCTION OF AGREEMENT. No party, or its respective counsel, shall be deemed the drafter of

this Agreement for purposes of construing the provisions of this Agreement, and all language in all parts of this Agreement shall be construed in accordance with its fair meaning, and not strictly for or against any party.

Section 9.08 NO WAIVER. A waiver by any party hereto of a breach of or failure to perform any of the

covenants or agreements in this Agreement to be performed by any other party shall not be construed as a waiver of any succeeding breach of or failure to perform the same or other covenants, agreements, restrictions or conditions of this Agreement.

No waiver shall be effective unless duly authorized (which authorization, relating to WhiteHawk OP, shall include approval of a majority of the independent directors of the Board of Directors of WHIC) and memorialized in a writing signed by the

party against whom such waiver is to be effective.

Section 9.09 SEVERABILITY. In the event that any phrase,

clause, sentence, paragraph, section, article or other portion of this Agreement shall become illegal, null or void or against public policy, for any reason, or shall be held by any court of competent jurisdiction to be illegal, null or void

or against public policy, the remaining portions of this Agreement shall not be affected thereby and shall remain in force and effect to the full extent permissible by Law.

Section 9.10 HEADINGS. The headings contained in this Agreement are solely for the purpose of reference, are

not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement. All references in this Agreement to sections and exhibits are to sections and exhibits of this Agreement, unless otherwise

indicated.

Section 9.11 INTERPRETATION. For purposes of this Agreement, the words “herein,”

“hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to articles, sections, exhibits and schedules

mean the articles and sections of, and the exhibits and schedules attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time

to time to the extent permitted by the provisions thereof and by this Agreement, as applicable; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated

thereunder. All references to “dollars” or “$” shall mean United States Dollars.

Section 9.12 RELEASE. Effective as of the later of the Contribution Date or the Closing Date, except for any

rights or obligations under this Agreement or the other Transaction Documents, the Contributor, on behalf of itself and each of its Affiliates (other than the Company and Services) and each of its current, former and future officers, directors,

employees, partners,

members, advisors, successors and assigns (collectively, the “Releasing Parties”), hereby

irrevocably and unconditionally releases and forever discharges WhiteHawk OP and its Affiliates (including, after the Contribution Date, the Company and Services) and each of their respective current, former and future officers, directors, managers,

employees, partners, members, advisors, successors and assigns (collectively, the “Released Parties”) of and from any and all actions, causes of action, suits, proceedings, executions, judgments, duties, debts, dues, accounts,

bonds, contracts and covenants (whether express or implied), and claims and demands whatsoever whether in law or in equity which the Releasing Parties may have against each of the Released Parties, now has or in the future may have, in respect of

any cause, matter or thing relating to WhiteHawk OP and its Subsidiaries (including, after the Contribution Date, the Company and Services), in each case, occurring or arising on or prior to the date of the later of the Contribution Date or the

Closing Date, but, to the extent applicable, only to the extent that such cause, matter or thing does not otherwise constitute Fraud. The Contributor, on behalf of itself and each Releasing Party, covenants and agrees that no Releasing Party shall

assert any such claim against the Released Parties. Notwithstanding anything to the contrary herein, nothing contained in this Section 9.12 shall operate to release any Releasing Party’s (a) rights under any

Plan, in such Releasing Party’s capacity as an employee, officer, manager or director of the Company or Services, (b) rights or remedies under any Transaction Document, (c) amounts due to the Contributor under the IMA or ASA prior to

termination of such agreements or otherwise related to the Liquidity Incentive Fee or the 2025 Shares, and (d) rights to indemnification, exculpation or liability or advancement of expenses under the Company’s or Services’

organizational documents or any applicable benefits under any directors and officers insurance policy maintained by the Company or Services.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date hereof.

COMPANY:

WHITEHAWK MANAGEMENT LLC

By:

/s/ Jeffrey Slotterback

Name: Jeffrey Slotterback

Title: Chief Financial Officer

SERVICES:

WHITEHAWK ENERGY SERVICES LLC

By:

/s/ Jeffrey Slotterback

Name: Jeffrey Slotterback

Title: Chief Financial Officer

[Signature Page to

Contribution Agreement]

CONTRIBUTOR:

WHITEHAWK MINERALS LLC

By:

/s/ Jeffrey Slotterback

Name: Jeffrey Slotterback

Title: Chief Financial Officer

[Signature Page to

Contribution Agreement]

WHITEHAWK OP:

WHITEHAWK INCOME OPERATING

PARTNERSHIP L.P.

By: WHITEHAWK INCOME OP GP LLC,

its general partner

By: WHITEHAWK INCOME CORPORATION,

its sole Member

By:

/s/ Jeffrey Slotterback

Name: Jeffrey Slotterback

Title: Chief Financial Officer, Treasurer and Secretary

WHIC:

WHITEHAWK INCOME CORPORATION

By:

/s/ Jeffrey Slotterback

Name: Jeffrey Slotterback

Title: Chief Financial Officer, Treasurer and Secretary

[Signature Page to

Contribution Agreement]

EXHIBIT A

DEFINED TERMS

“2025 Shares” has the meaning given such term in the IMA.

“2025 Restricted Stock” has the meaning given such term in the IMA.

“A&R OP LPA” is defined in the Recitals.

“A&R WHIC Charter” is defined in the Recitals.

“Accounting Firm” is defined in Section 2.02(f).

“Acquired EBITDAX” means, with respect to any Acquired Entity or Business with an acquisition price in excess of

$1,000,000, the amount for such period of EBITDAX of such Acquired Entity or Business (determined as if references to WhiteHawk OP and its subsidiaries in the definition of Earnout EBITDA (and in the component definitions used therein) were

references to such Acquired Entity or Business and its subsidiaries), all as determined on a consolidated basis for such Acquired Entity or Business; provided that if the acquisition consideration of the Acquired Entity or Business exceeds

$30,000,000 (each, a “Material Acquisition”), (i) for the fiscal quarter in which such Acquired Entity or Business was acquired, Acquired EBITDAX shall be calculated by multiplying Earnout EBITDA of such Acquired Entity or

Business for the most recent fiscal quarter by 4, (ii) for the fiscal quarter in which such Acquired Entity or Business was acquired and the immediately following fiscal quarter, Acquired EBITDAX shall be calculated by multiplying Earnout EBITDA of

such Acquired Entity or Business for the two most recent fiscal quarters by 2, (iii) for the fiscal quarter in which such Acquired Entity or Business was acquired and the two immediately following fiscal quarters, Acquired EBITDAX shall be

calculated by multiplying Earnout EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for the three most recent fiscal quarters by 4/3 and (iv) thereafter, Acquired EBITDAX of such Acquired Entity or Business was

acquired shall be Earnout EBITDA for the four most recent fiscal quarters.

“Action” means any action, suit, complaint,

petition, arbitration, proceeding, demand, claim, hearing, audit, litigation, citation, summons, investigation or other legal proceeding by or before any Governmental Authority, mediator or arbitrator, whether at law or in equity, civil or criminal.

“Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one (1) or

more intermediaries, controls or is controlled by or is under common control with the Person specified. The term “control” (including the terms “controlling”, “controlled by” and “under common control

with”) means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; provided,

however, that in no event shall (i) any of the Company or Services (prior to the Closing) or the Contributor be deemed to be an “Affiliate” of WHIC or WhiteHawk OP, and (ii) WHIC or WhiteHawk OP be deemed to be an

“Affiliate” of the Company or Services (prior to the Closing) or the Contributor.

Exhibit A-1

“Aggregate Contribution and Subscription Consideration” means the sum of

the Contribution and Subscription Closing Consideration and the Earnout Payment.

“Agreement” is defined in the

preamble.

“Allocation Schedule” is defined in Section 6.04(h).

“Anti-Corruption Laws” means (a) the U.S. Foreign Corrupt Practices Act of 1977, as amended and (b) any

anti-bribery, anti-corruption or similar applicable Law of any other jurisdiction.

“Anti-Terrorism Law” means each of:

(a) the Money Laundering Control Act of 1986, 18 U.S.C. Sect. 1956; and (b) any other Law now or hereafter enacted to monitor, deter or otherwise prevent terrorism or the funding or support of terrorism or otherwise related to money

laundering.

“ASA” means that certain Administration Services Agreement dated March 1, 2025, by and between

WhiteHawk OP and the Company.

“Audit Committee” is defined in Section 2.02(d)

“Blue Sky Laws” is defined in Section 4.07(a).

“Business” means the business currently conducted or proposed to be conducted by WhiteHawk OP and its Affiliates as of the

date hereof and the business of the Company and Services as of the date hereof.

“Business Day(s)” means any day except

Saturday, Sunday or any other day on which commercial banks located in New York, New York are authorized or required by Law to be closed for business.

“Business Employee” is defined in Section 4.14(a).

“Class A Common Stock” is defined in the Recitals.

“Class B Common Stock” means shares of Class B common stock, with a par value of $0.0001 per share,

of WHIC having the voting and non-economic rights and other privileges set forth in the A&R WHIC Charter for such class of shares.

“Closing” is defined in Section 3.01.

“Closing Date” is defined in Section 3.01.

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

“Common Unit Percentage Interest” has the meaning given such term in the A&R OP LPA.

“Common Units” has the meaning given such term in the A&R OP LPA.

“Company” is defined in the Preamble.

Exhibit A-2

“Company Financial Statements” is defined in

Section 4.05(a).

“Competing Business” is defined in

Section 6.09(a).

“Consideration Adjustment” means (i) if the IPO Price is less

than or equal to $22.00 per share, negative $15,000,000, (ii) if the IPO Price is greater than or equal to $28.00 per share, $15,000,000 and (iii) if the IPO Price is between $22.00 per share and $28.00 per share, (x) the IPO Price

less $25.00, multiplied by (y) $5,000,000.

“Consolidated Net Income” means, with respect to WhiteHawk OP

and its consolidated subsidiaries, for any period, the aggregate of the net income (or loss) of WhiteHawk OP and its consolidated subsidiaries after allowances for Taxes for such period determined on a consolidated basis in accordance with GAAP;

provided that there shall be excluded, without duplication, from such net income (to the extent otherwise included therein) the following: (a) the net income of any Person in which WhiteHawk OP or any of its consolidated subsidiaries has

an interest (which interest does not cause the net income of such other Person to be consolidated with the net income of WhiteHawk OP and its consolidated subsidiaries in accordance with GAAP), except to the extent of the amount of dividends or

distributions actually paid in cash during such period by such other Person to WhiteHawk OP or to one of its consolidated subsidiaries, as the case may be;

(b) the net income (but not loss) during such period of any consolidated subsidiary of WhiteHawk OP to the extent that the declaration or

payment of dividends or similar distributions or transfers or loans by that consolidated subsidiary is not at the time permitted by operation of the terms of its charter or any agreement, instrument or Governmental Requirement applicable to such

consolidated subsidiary or is otherwise restricted or prohibited, in each case determined in accordance with GAAP, but in each case only to the extent of such prohibition or restriction; (c) the net income (or loss) of any Person accrued prior

to the date it becomes a consolidated subsidiary of WhiteHawk OP or is merged into or consolidated with WhiteHawk OP or any of its consolidated subsidiaries; (d) any extraordinary or non-recurring gains

or losses during such period, (e) any gains or losses attributable to writeups or writedowns of assets, (f) any gain or loss from the sale of assets other than in the ordinary course of business, (g) any income attributable to the

early extinguishment of any Indebtedness of WhiteHawk OP or any of its consolidated subsidiaries; and

(h) the cumulative effect of a

change in accounting principles and changes as a result of the adoption or modification of accounting policies during such period whether effected through a cumulative effect adjustment or a retroactive application, in each case, in accordance with

GAAP.

“Contracts” means all contracts, leases, deeds, mortgages, licenses, instruments, notes, commitments,

undertakings, indentures, joint ventures and all other agreements, commitments and legally binding arrangements, whether written or oral (and all amendments or modifications thereto).

“Contribution” is defined in Section 1.01.

“Contribution and Subscription Closing Consideration” is defined in Section 2.01.

“Contribution Date” is defined in Section 3.01.

“Contributor” is defined in the Preamble.

Exhibit A-3

“Contributor Indemnified Parties” is defined in

Section 7.03.

“Credit Agreement” means that certain Credit Agreement dated

May 10, 2026, by and among WHIC, WhiteHawk OP, Capital One, N.A., and the lenders party thereto, as may be amended from time to time.

“Credit Agreement Transactions” has the meaning given such term in the Credit Agreement.

“Credit Agreement Transaction Expenses” has the meaning given such term in the Credit Agreement.

“Deductible” is defined in Section 7.04(a)(i).

“Designated Person” means any Person who: (a) is named on the list of Specially Designated Nationals or Blocked

Persons maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control or any other similar lists maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control pursuant to authorizing statute,

executive order or regulation; or (b) (i) is an agency of the government of a country, (ii) is an organization controlled by a country or (iii) is a Person resident in a country that is subject to a sanctions program identified on the

list maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control, or as otherwise published from time to time, as such program may be applicable to such agency, organization or Person.

“Disposed EBITDAX” means, with respect to any Sold Entity or Business with a sale price in excess of $1,000,000, the amount

for such period of Earnout EBITDA of such Sold Entity or Business (determined as if references to WhiteHawk OP and its subsidiaries in the definition of Earnout EBITDA (and in the component definitions used therein) were references to such Sold

Entity or Business and its subsidiaries), all as determined on a consolidated basis for such Sold Entity or Business.

“Disposition” means any conveyance, sale, lease, sale and leaseback, assignment,

farm-out, transfer or other disposition of any Property and includes, for the avoidance of doubt, (a) any damage to, destruction of, or other casualty or loss involving, any property or asset or

(b) any seizure, condemnation, confiscation or taking under the power of eminent domain of, or any requisition of title or use of, or relating to, or any similar event in respect of, any property or asset. “Dispose” has a

correlative meaning thereto.

“Distribution” has the meaning given such term in the A&R OP LPA.

“Earned Consideration” means, as of any date of determination, the sum of (i) Contribution and Subscription Closing

Consideration and (ii) Earnout Consideration actually issued or due under a final and binding Earnout Statement as of such date of determination.

“Earnout Consideration” is defined in Section 2.02(a).

“Earnout Dispute Notice” is defined in Section 2.02(e).

Exhibit A-4

“Earnout EBITDA” means, for any period, the sum of:

(a) Consolidated Net Income for such period

plus (without duplication) (b) the following expenses or charges to the extent deducted from Consolidated Net Income in

such period: (i) interest expense, (ii) income Tax expense, (iii) depreciation, depletion, amortization, and exploration expenses and other similar non-cash charges, (iv) any other non-cash charges, including any write-offs or write-downs, reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or

reserve for potential cash items in any future period, (1) WhiteHawk OP may determine not add back such non-cash charge in the current period and (2) to the extent WhiteHawk OP does decide to add

back such non-cash charge in the current period, the cash payment in respect thereof in such future period shall be subtracted from Earnout EBITDA to such extent, and excluding amortization of a prepaid cash

item that was paid in a prior period), (v) losses on asset Dispositions, disposals and abandonments, (vi) (x) Credit Agreement Transaction Expenses incurred prior to or on or about the Closing Date in connection with the Credit Agreement

Transactions, and (y) any Credit Agreement Transaction Expenses after the Closing Date and any costs and expenses incurred in connection with any Investments, acquisitions (or purchases of assets), incurrence of Indebtedness or expenses

incurred in connection with Public Company Compliance after the Closing Date; provided that the aggregate amount of add backs under this clause (y) and clause (vii) below shall not exceed 10% of Earnout EBITDA (calculated prior to giving

effect to such add-backs) for such period, and (vii) the amount of any restructuring charges or reserves, equity-based or non-cash compensation charges or expenses

including any such charges or expenses arising from grants of stock appreciation or similar rights, stock options, restricted stock or other rights, retention charges (including charges or expenses in respect of incentive plans), severance costs,

costs relating to initiatives aimed at profitability improvement, costs or reserves associated with improvements to information technology and accounting functions and integration and facilities opening costs or any

one-time costs incurred in connection with acquisitions and investments provided that the aggregate amount of add backs under this (vii) and clause (vi)(y) above shall not exceed 10% of Earnout EBITDA

(calculated prior to giving effect to such add-backs) for such period;

minus (without

duplication) (c) to the extent included in the statement of Consolidated Net Income for such period, the sum of (i) interest income, (ii) income Tax credits (to the extent not netted from income Tax expense), (iii) all non-cash gains increasing Consolidated Net Income for such period, excluding any non-cash gains that represent the reversal of an accrual or reserve for any anticipated cash

charges in any prior period (other than any such accrual or reserve that has been added back to Consolidated Net Income in calculating Earnout EBITDA in accordance with this definition) and (iv) gains on asset Dispositions, disposals and

abandonments (other than the sale of Hydrocarbons in the ordinary course of business, but including any gain from the Liquidation of any Swap Agreement).

There may, at WhiteHawk OP’s option, be included in determining Earnout EBITDA for any period of four consecutive fiscal quarters (each

a “Reference Period”), without duplication, the positive amount of Acquired EBITDAX of any Person, property, business or asset acquired by WhiteHawk OP or its subsidiaries during such Reference Period (but not the Acquired EBITDAX

of any related Person, property, business or assets to the extent not so acquired), to the extent not

Exhibit A-5

subsequently sold, transferred or otherwise disposed of by WhiteHawk OP or its subsidiaries during such

Reference Period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) based on the actual Acquired EBITDAX of such Acquired Entity or Business for such

Reference Period (including the portion thereof occurring prior to such acquisition). There shall be excluded in determining Earnout EBITDA for any Reference Period (a) the negative amount of Acquired EBITDAX of any Acquired Entity or Business

during such Reference Period and (b) the Disposed EBITDAX of any Person, property, business or asset sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as

discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by WhiteHawk OP or any of its subsidiaries during such Reference Period (each

such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) based on the actual Disposed EBITDAX of such Sold Entity or Business for such Reference Period (including the portion thereof

occurring prior to such sale, transfer or disposition). For the avoidance of doubt, Acquired EBITDAX (in the case of any Acquired Entity or Business) and Disposed EBITDAX (in the case of any Disposed Entity or Business) shall be included in the

calculation of Earnout EBITDA for such Reference Period, as though Acquired EBITDAX were acquired and Disposed EBITDAX were disposed, as applicable, in each case, on the first day of such Reference Period. For the avoidance of doubt, and

notwithstanding anything to the contrary contained herein, this paragraph shall not apply to any Acquired EBITDAX with respect to any Material Acquisition that is being annualized pursuant to the proviso to the definition of “Acquired

EBITDAX”.

“Earnout OP Units” is defined in Section 2.02(a).

“Earnout Statement” is defined in Section 2.02(d).

“Earnout WHIC Shares” is defined in Section 2.02(a).

“Earnout Year” is defined in Section 2.02(a).

“Earnout Year One” is defined in Section 2.02(a)(i).

“Earnout Year One Amount ” means one-third of the aggregate number of Earnout OP

Units that may be earned hereunder.

“Earnout Year Three” is defined in Section 2.02(a)(iii).

“Earnout Year Three Amount” means 100% of the aggregate number of Earnout OP Units that may be earned hereunder.

“Earnout Year Two” is defined in Section 2.02(a)(ii).

“Earnout Year Two Amount ” means two-thirds of the aggregate number of Earnout OP

Units that may be earned hereunder.

“Effect” means any change, effect, development, circumstance, condition, state of

facts, event or occurrence.

Exhibit A-6

“Encumbrances” means any and all liens, charges, security interests,

easements, encroachments, servitudes, community or other marital property interests, licenses, title defects, mortgages, pledges, options, preemptive rights, rights of first refusal or first offer, proxies, levies, voting trusts or agreements or

other adverse claims or restrictions on use, title or transfer of any nature whatsoever.

“Enforceability Exceptions”

is defined in Section 4.01.

“Equity Interests” means: (a) with respect to a corporation, as

determined under the Laws of the jurisdiction of organization of such entity, shares of capital stock (whether common, preferred or treasury); (b) with respect to a partnership, limited liability company, limited liability partnership or similar

Person, as determined under the Laws of the jurisdiction of organization of such entity, units, interests or other partnership or limited liability company interests; or (c) any other equity ownership.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated

thereunder.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, at the relevant time,

together with the Company is treated as a single employer or under common control under Section 414 of the Code or Section 4001 of ERISA.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Financial Statements” is defined in Section 2.02(c).

“Fraud” means, with respect to a party, an actual and intentional misrepresentation of a material existing fact with

respect to the making of any representation or warranty in Article IV or Article V, made by such party, to such party’s actual knowledge, of its falsity and made for the purpose of inducing the other party to act, and upon

which the other party justifiably relies with resulting Losses. For the avoidance of doubt, Fraud shall not include any claim for constructive fraud, promissory fraud or unfair dealings fraud.

“Fundamental Representations” means the representations set forth in Section 4.01 (Due Execution by the

Contributor; Due Authorization; Approvals), Section 4.06 (Ownership of Equity Interests; Title), Section 4.08 (Organization and Qualification), (Due Authorization; Approvals), and Section 4.28 (Brokers, Finders

and Advisors).

“GAAP” means generally accepted accounting principles in the United States of America as in effect from

time to time.

“Governmental Authority(ies)” means any federal, state, local or foreign government or political

subdivision thereof, or any agency or instrumentality of such government or political subdivision (including, for the avoidance of doubt, any taxing authority), or any self-regulated organization or other

non-governmental regulatory authority or quasi-governmental authority, or any arbitrator, court or tribunal of competent jurisdiction.

“Governmental Licenses” is defined in Section 4.17.

Exhibit A-7

“Government Official” means any officer or employee of a Governmental

Authority or any department, agency, or instrumentality thereof, including any political subdivision thereof or any corporation or other Person owned or controlled in whole or in part by any Governmental Authority or any sovereign wealth fund, or of

a public international organization, or any Person acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality, or for or on behalf of any such public international organization, or any political

party, party official, or candidate thereof.

“Governmental Requirement” means any law, statute, code, ordinance,

order, determination, rule, regulation, judgment, decree, injunction, rules of common law, authorization or other legally binding directive or requirement, whether now or hereinafter in effect, of any Governmental Authority.

“Hydrocarbons” means oil, gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, liquid

hydrocarbons, gaseous hydrocarbons and all products refined or separated therefrom.

“ICE” is defined in

Section 4.14(f).

“IMA” means that certain Investment Management Agreement dated October 3, 2025, by

and between WhiteHawk OP and the Company.

“Indemnified Parties” means any Person asserting a claim for indemnification

under any provision of Article VII.

“ Indemnifying Party” means any Person against whom a claim for

indemnification is being asserted under any provision of Article VII.

“Indebtedness” means, as to any Person:

(a) all obligations of such Person for borrowed money (including reimbursement and all other obligations with respect to surety bonds, letters of credit and bankers’ acceptances, whether or not matured); (b) all obligations of such Person

evidenced by notes, bonds, debentures or similar instruments; (c) all obligations of such Person to pay the deferred purchase price of property or services; (d) all interest rate and currency swaps, caps, collars and similar agreements or

hedging devices under which payments are obligated to be made by such Person, whether periodically or upon the happening of a contingency; (e) all indebtedness created or arising under any conditional sale or other title retention agreement

with respect to property acquired by such Person; (f) all obligations of such Person under leases which have been or should be, in accordance with United States generally accepted accounting principles, recorded as capital leases; (g) all

indebtedness secured by any lien on any property or asset owned or held by such Person regardless of whether the indebtedness secured thereby shall have been assumed by such Person or is non-recourse to the

credit of such Person; and (h) all guarantees by such Person of the Indebtedness of any other Person.

“Intellectual

Property” means any and all of the following arising pursuant to the Laws of any jurisdiction throughout the world: (a) trademarks, service marks, trade names, and similar indicia of source of origin, all registrations and

applications for registration thereof, and the goodwill connected with the use of and symbolized by the foregoing (“Marks”); (b) copyrights and all registrations and applications for registration thereof

(“Copyrights”); (c) trade secrets and

Exhibit A-8

corresponding rights in confidential information and other

non-public or proprietary information (whether or not patentable or copyrightable), including ideas, know-how, inventions, technology,. software, discoveries,

improvements, methods, procedures, processes, techniques, formulae, drawings, designs, models and plans (“Trade Secrets”); (d) patents and patent applications, together with all reissuance, divisionals, continuations, continuations-in-part, revisions, substitutions, provisionals, renewals, extensions and re-examinations thereof, and all rights to

claim priority from any of the foregoing (“Patents”); (e) internet domain name registrations; (f) intellectual property rights arising from software and technology, and (f) all other intellectual property and related

proprietary rights.

“Intended Tax Treatment” is defined in Section 2.03.

“Internalization Price” means one hundred and twenty-five million dollars ($125,000,000) plus the Consideration Adjustment.

“Interests” is defined in the Recitals.

“ Investment” means, for any Person: (a) the acquisition (whether for cash, Property, services or securities or

otherwise) of Equity Interests of any other Person or any agreement to make any such acquisition (including, without limitation, any “short sale” or any sale of any securities at a time when such securities are not owned by the Person

entering into such short sale); (b) the making of any deposit with, or advance, loan or capital contribution to, assumption of Indebtedness of, purchase or other acquisition of any other Indebtedness or equity participation or interest in, or other

extension of credit to, any other Person (including the purchase of Property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such Property to such Person) and made in the ordinary course of business

and consistent with past practice); (c) the purchase or acquisition (in one or a series of transactions) of Property (other than Equity Interests) of another Person that constitutes a business unit; or (d) the entering into of any guarantee of,

or other contingent obligation (including the deposit of any Equity Interests to be sold) with respect to, Indebtedness or other liability of any other Person and (without duplication) any amount committed to be advanced, lent or extended to such

Person.

“IPO” is defined in the Recitals.

“IPO Date” means the date on which the IPO is consummated.

“IPO Price” means the price to the public of the Class A Common Stock in the IPO.

“IRS” is defined in Section 3.02(a)(ix).

“ IT Systems ” means all information technology, computer systems and communications systems, computers, hardware,

software, databases, websites, and other equipment used to process, store, maintain, or operate data, information or functions used in connection with or in the operation of the Business.

“Knowledge” of the Contributor, Company or Services, means the actual knowledge of Daniel Herz and Jeffrey Slotterback,

after reasonable inquiry of such person’s direct reports.

Exhibit A-9

“Law(s)” means all international, foreign, federal, state and local

statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement,

interpretation or administration thereof, and all applicable administrative orders, directives, decrees, policies, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case

whether or not having the force of law, rule, regulation, ordinance, order, code interpretation, judgment, decree, directive, guideline, policy or similar form of decision of any Governmental Authority.

“Leakage” means any of the following, without duplication, which occurs on or after December 31, 2025 and before the

Closing: (a) any payment by the Company or Services to the Contributor or any of its Affiliates for the purchase, redemption or repayment of any capital or loan contribution, or other securities the Company or Services; (b) any waiver,

deferral or release in favor of the Contributor or any of its Affiliates of any sum or obligation owed by the Contributor or any of its Affiliates to the Company or Services, or of any claim or right of the Company or Services against the

Contributor or any of its Affiliates; (c) any liabilities guaranteed, assumed, secured, incurred or indemnified for the benefit of the Contributor or any of its Affiliates by the Company or Services; (d) any increase to compensation

payments, retirement, health or welfare benefits, or expense reimbursements, in each case, other than in the ordinary course of business, and the employer portion of any payroll, employment, social security, unemployment and other applicable Taxes

with respect thereto; (e) any bonuses paid outside of the ordinary course of business and the employer portion of any payroll, employment, social security, unemployment and other applicable Taxes with respect thereto; (f) any liabilities

in respect of accrued and unpaid and/or deferred payroll, compensation, severance, bonuses, commissions and benefits (including paid sick/leave/vacation/paid time off), and the employer portion of any payroll, employment, social security,

unemployment and other applicable Taxes with respect thereto, (g) the transfer or surrender of any asset to, or for the benefit of, the Contributor or any of its Affiliates by the Company or Services; (h) the sale or purchase of any asset

by the Company or Services to the extent that the amount received is less than, or amount paid materially exceeds, respectively, the fair market value thereof; and (i) without duplication, any Tax payable (whether or not yet due) or incurred by

the Company or Services as a result of any of the items listed in clauses (a) through (h) above. Notwithstanding the foregoing, the term “Leakage” will exclude payments to the Contributor in respect of consideration payable pursuant

to Section 2.01.

“Legal Requirement(s)” means any and all judicial decisions, orders, injunctions, writs,

statutes, laws, rulings, rules, regulations, permits, certificates or ordinances of any Governmental Authority.

“Liability” means any debt, liability, commitment, or obligation of any nature, whether pecuniary or not, whether asserted

or unasserted, accrued or unaccrued, absolute or contingent, matured or unmatured, liquidated or unliquidated, determined or determinable, known or unknown, and whether due or to become due, including those arising under any Contract, Law, or order.

“Liquidate” means, with respect to any Swap Agreement, the sale, assignment, novation, unwind, monetization or early

termination of all or any part of such Swap Agreement or the creation of an offsetting position against all or any part of such Swap Agreement. The terms “Liquidating”, “Liquidated” and

“Liquidation” have a correlative meaning thereto.

Exhibit A-10

“Liquidity Incentive Fee” means 12.5% of the proceeds from a WHIC

liquidity event, including the IPO, after shareholders have received 100% of their initial invested capital plus a 7.5% annualized non-compounded return.

“Losses” means any and all damages, fines, fees, penalties, liabilities, losses and costs and expenses (including interest,

court costs and fees, reasonable costs of attorneys, accountants and other experts or other reasonable expenses of litigation or other proceedings or of any claim, default or assessment, including the investigation thereof); provided, that

Losses shall not include any (a) indirect, incidental or consequential damages that are not reasonably foreseeable and (b) special or punitive damages unless, in either case, such damages are asserted in a claim by a third party.

“made available” means posted at least two (2) Business Days prior to the date hereof in the electronic data room

established for purposes of the Transactions and made available to WhiteHawk OP in such data room on a continuous basis.

“Management Employment Agreements” is defined in Section 3.02(a)(iii).

“Material Adverse Effect” means any Effect that, individually or in the aggregate, has had, or would reasonably be expected

to (i) have a material adverse effect on the condition (financial or otherwise), business, properties, assets, liabilities or results of operations of the Business, or (ii) prevent, materially impede or materially delay the ability of the

Contributor, Services or the Company to consummate the Transactions; provided, however, that in the case of the immediately preceding clause (i), none of the following shall be deemed, either alone or in combination, to constitute, and

none of the following shall be taken into account in determining whether there has been or would be, a Material Adverse Effect: any Effect arising out of or resulting from (a) changes in conditions in the U.S. or global economy or capital or

financial markets generally, including changes in interest or exchange rates, (b) changes in general legal, regulatory, political, economic or business conditions or changes in generally accepted accounting principles after the date of this

Agreement, (c) acts of war, sabotage or terrorism, or any escalation or worsening of any such acts of war, sabotage or terrorism threatened or underway as of the date of this Agreement, (d) earthquakes, hurricanes or other natural

disasters, or (e) any epidemic, pandemic or outbreak of disease (including, for the avoidance of doubt, COVID-19), or any escalation or worsening of such conditions; provided, further,

however, that any Effect arising out of or resulting from the matters described in clauses (a) through (e) shall not be excluded if, but only to the extent, that such Effect materially and disproportionately affects the Company and

Services as compared to similarly situated companies engaged in the businesses in which the Company and Services are engaged.

“Misdirected Assets” means any asset, right, or property (whether tangible or intangible, real or personal) that

(a) was intended by the parties to be contributed to WhiteHawk OP (or its designated Affiliate) as part of the Contribution of the Interests and the Business, (b) relates to or arises out of the Business or the operations of the Company or

Services, or (c) would otherwise have been transferred to WhiteHawk OP had it been properly identified or documented prior to Closing, but that, for any reason, remained in the possession, ownership, or control of the Contributor or any of its

Affiliates after the Closing.

Exhibit A-11

“Misdirected Liabilities” means any liability, obligation, claim, or

indebtedness (whether accrued, contingent, known or unknown, matured or unmatured) that (a) was not intended by the parties to be assumed by WhiteHawk OP (or its designated Affiliate) as part of the Contribution and the transfer of the

Business, (b) does not relates to or arise out of the Business, the Interests, the Company, or Services, or (c) would not otherwise have been assumed by WhiteHawk OP had it been properly identified or documented prior to Closing, but that,

for any reason, remains the responsibility of, or is asserted against, WhiteHawk OP, the Company, or Services, or any of their respective Affiliates after the Closing.

“Outside Date” is defined in Section 8.01(d).

“Person(s)” means an individual, corporation, partnership, joint venture, limited liability company, Governmental

Authority, unincorporated organization, trust, association or other entity.

“Plan” means each employment, individual

consulting, bonus, incentive compensation, deferred compensation, pension, profit sharing, retirement, stock purchase, stock option, stock ownership, stock appreciation rights, phantom stock, equity (or equity-based), leave of absence, layoff,

vacation, day or dependent care, legal services, cafeteria, life, health, medical, dental, vision, welfare, accident, disability, workmen’s compensation or other insurance, retention, severance, separation, termination, change of control,

collective bargaining or other compensation or benefit plan, agreement, practice, policy, program or arrangement of any kind, whether written or oral, and whether or not subject to ERISA, including any “ employee benefit plan”

within the meaning of Section 3(3) of ERISA (a) which is sponsored, maintained or contributed to (or required to be contributed to) by the Company or Services and under or with respect to which any current or former employee or other

service provider of the Company or Services or any of their respective spouses, dependents or beneficiaries has any present or future rights to benefits or (b) with respect to which the Company or Services has, or could reasonably be expected to

have, any current or potential liability with respect to any current or former Business Employee or other service provider (including any indirect or successor liability on account of any ERISA Affiliates).

“Pre-Closing Tax Period” means any Tax period ending on or before the Closing Date

and any period through the Closing Date in the case of a Straddle Period.

“Property” means any interest in any kind of

property or asset, whether real, personal or mixed, or tangible or intangible, including, without limitation, cash, securities, accounts and contract rights.

“Public Company Compliance” means compliance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and

regulations promulgated in connection therewith, the provisions of the Securities Act and the Exchange Act, and the rules of national securities exchange listed companies (in each case, as applicable to companies with equity or debt securities held

by the public), including procuring directors’ and officers’ insurance, legal and other professional fees, and listing fees.

“Release Date” is defined in Section 7.04(e).

Exhibit A-12

“Released Parties” is defined in Section 9.12.

“Releasing Parties” is defined in Section 9.12.

“Required Consents” is defined in Section 3.02(a)(vii).

“Restricted Period” is defined in Section 6.09(a).

“Review Period” is defined in Section 2.02(e).

“SEC” is defined in Section 3.02(c)(iii)(B).

“Securities Act” is defined in Section 4.07(a).

“Series B Preferred Units” has the meaning given such term in the A&R OP LPA.

“Series D Preferred Units” has the meaning given such term in the A&R OP LPA.

“Services” is defined in the Recitals.

“Straddle Period” means any taxable period that includes, but does not end on, the Closing Date.

“Subject Materials” is defined in Section 7.05(b).

“Swap Agreement” means any agreement with respect to any swap, forward, collar, future or derivative transaction or option

or similar agreement, whether exchange traded, “over-the-counter” or otherwise (for the avoidance of doubt, including on a prepaid basis), involving, or

settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any

combination of these transactions (including any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to

time, and any successor statute, and any regulations promulgated thereunder); provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or

consultants of WhiteHawk OP or its subsidiaries shall be a Swap Agreement.

“Tax” means any and all taxes, governmental

fees, imposts, levies or other like assessments or charges of any kind whatsoever (including all net income, gross receipts, capital, sales, use, ad valorem, value added, goods and services, transfer, franchise, profits, alternative, environmental,

inventory, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property (real or personal) and estimated taxes and customs duties), whether federal, state, local, foreign or other, together

with any interest, penalty, addition to tax or additional amount imposed by any Governmental Authority and any liability for any of the foregoing as transferee or successor.

“Tax Contest” is defined in Section 6.04(g).

Exhibit A-13

“Tax Law” means any Law relating to Taxes.

“Tax Return” means any return, declaration, report, claim for refund or information return or statement relating to Taxes,

including any schedule or attachment thereto, and any amendment thereof.

“Third Party Claim” means a third party

action which constitutes a matter: (a) for which an Indemnified Party is entitled to indemnification under Article VII; or (b) which if determined adversely to the applicable Indemnified Party, would provide a basis for a

claim for indemnification under Article VII.

“Trading Day” means a day on which the Class A Common

Stock is traded on a Trading Market.

“Trading Market” means any of the following markets or exchanges on which the

Class A Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange (or any successors to any of

the foregoing).

“Transaction Documents” means this Agreement, the A&R OP LPA, the A&R WHIC Charter, the

Management Employment Agreements, the Registration Rights Agreement and any agreements, documents, certificates or instruments prepared or executed pursuant to the transactions contemplated by such agreements, any exhibits or attachments to any of

the foregoing and any other agreement signed by the parties in connection therewith or in furtherance thereof, in each case, as the same may be amended from time to time.

“Transactions” means the transactions contemplated by the Transaction Documents.

“Transaction Expenses” means all fees, costs, charges, and expenses incurred or payable by the Company, Services, or the

Contributor in connection with the negotiation, preparation, execution, and consummation of this Agreement and the transactions contemplated hereby, including, without limitation: (a) fees and expenses of legal counsel, accountants, investment

bankers, financial advisors, brokers, and other advisors, (b) any sale bonuses, change-of-control payments, retention bonuses, severance, or similar compensatory

amounts payable as a result of the Transactions (including the employer portion of any related Taxes), and (c) any costs or expenses related to the payoff or discharge of Indebtedness (including prepayment premiums and related fees). For the

avoidance of doubt, Transaction Expenses shall not include any fees or expenses incurred by WHIC, WhiteHawk OP, or their Affiliates.

“Transaction Expenses Cap” means $500,000 in the aggregate.

“Treasury Regulations” means the Treasury Regulations (including temporary regulations) promulgated by the United States

Department of Treasury with respect to the Code.

“VWAP ” means, for any date, the price determined by the first of the

following clauses that applies: (a) if the Class A Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Class A Common Stock for such date (or the nearest preceding date) on the

Trading Market on which the Class A Common Stock is then listed or

Exhibit A-14

quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m.

(New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Class A Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Class A

Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Class A Common Stock are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices),

the most recent bid price per share of the Class A Common Stock so reported, or (d) in all other cases, the fair market value of a share of Class A Common Stock as determined by an independent appraiser selected in good faith by the

Contributor and reasonably acceptable to WHIC, the fees and expenses of which shall be paid by the Contributor.

“WARN”

is defined in Section 4.14(d).

“WH OP GP” is defined in the Recitals.

“WH OP Partnership Agreement” means that certain Agreement of Limited Partnership of WhiteHawk OP, dated as of

January 27, 2026 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time until immediately prior to the Contribution Date, together with all schedules, exhibits and annexes thereto).

“WHIC” is defined in the Recitals.

“WHIC Shares” is defined in Section 2.01.

“WhiteHawk OP” is defined in the Preamble.

“WhiteHawk OP Indemnified Parties” is defined in Section 7.02.

“WhiteHawk OP Units” is defined in Section 2.01.

Exhibit A-15

EXHIBIT B

FORM OF A&R OP LPA

Exhibit B-1

EXHIBIT C

FORM OF MANAGEMENT EMPLOYMENT AGREEMENT

Exhibit C-1

EXHIBIT D

FORM OF A&R WHIC CHARTER

Exhibit D-1

EXHIBIT E

FORM OF REGISTRATION RIGHTS AGREEMENT

Exhibit E-1

EX-10.2

Filename: d150033dex102.htm · Sequence: 5

EX-10.2

Exhibit 10.2

AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

WHITEHAWK INCOME

OPERATING PARTNERSHIP L.P.

Dated as of June 10, 2026

THE UNITS REPRESENTED BY THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,

AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS 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.

Table of Contents

ARTICLE I. DEFINITIONS

ARTICLE II. ORGANIZATIONAL MATTERS

Section 2.01

Formation of Partnership

Section 2.02

Amended and Restated Limited Partnership Agreement

Section 2.03

Name

Section 2.04

Purpose

Section 2.05

Principal Office; Registered Office

Section 2.06

Term

Section 2.07

No Joint Venture

ARTICLE III. PARTNERS; UNITS; CAPITALIZATION

Section 3.01

Partners

Section 3.02

Units

Section 3.03

Corporation Contribution and Management Contribution

Section 3.04

Authorization and Issuance of Additional Units

Section 3.05

Repurchases or Redemptions

Section 3.06

Certificates Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units

Section 3.07

Negative Capital Accounts

Section 3.08

No Withdrawal

Section 3.09

Loans From Partners

Section 3.10

Equity Plans

Section 3.11

Dividend Reinvestment Plan, Cash Option Purchase Plan, Stock Incentive Plan or Other Plan

ARTICLE IV. DISTRIBUTIONS

Section 4.01

Distributions

Section 4.02

Restricted Distributions

ARTICLE V. CAPITAL ACCOUNTS; ALLOCATIONS; TAX MATTERS

Section 5.01

Capital Accounts

Section 5.02

Book Allocations

Section 5.03

Regulatory and Special Allocations

Section 5.04

Tax Allocations

Section 5.05

Withholding; Indemnification and Reimbursement for Payments on Behalf of a Partner

ARTICLE VI. MANAGEMENT

Section 6.01

Authority of General Partner

Section 6.02

Actions of the General Partner

Section 6.03

Transfer and Withdrawal of General Partner

Section 6.04

Transactions Between Partnership and General Partner

Section 6.05

Reimbursement for Expenses

Section 6.06

Delegation of Authority

Section 6.07

Limitation of Liability of the General Partner

Section 6.08

Investment Company Act

Section 6.09

Outside Activities of the Corporation and the General Partner

Section 6.10

Standard of Care

ARTICLE VII. RIGHTS AND OBLIGATIONS OF PARTNERS

Section 7.01

Limitation of Liability and Duties of Partners; Investment Opportunities

Section 7.02

Lack of Authority

Section 7.03

No Right of Partition

Section 7.04

Indemnification

Section 7.05

Limited Partners’ Right to Act

Section 7.06

Inspection Rights

ARTICLE VIII. BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 8.01

Records and Accounting

Section 8.02

Fiscal Year

ARTICLE IX. TAX MATTERS

Section 9.01

Preparation of Tax Returns

Section 9.02

Tax Elections

Section 9.03

Tax Controversies

ARTICLE X. RESTRICTIONS ON TRANSFER OF UNITS

Section 10.01

Transfers by Partners

Section 10.02

Permitted Transfers

Section 10.03

Restricted Units Legend

Section 10.04

Transfer

Section 10.05

Assignee’s Rights

Section 10.06

Assignor’s Rights and Obligations

Section 10.07

Overriding Provisions

Section 10.08

Lock-Up Restrictions

ARTICLE XI. REDEMPTION AND EXCHANGE RIGHTS

Section 11.01

Redemption Right of a Limited Partner

Section 11.02

Contribution of the Corporation

Section 11.03

Exchange Right of the Corporation

Section 11.04

Reservation of Shares of Class A Common Stock; Listing; Certificate of the Corporation

Section 11.05

Effect of Exercise of Redemption or Exchange Right

Section 11.06

Tax Treatment

Section 11.07

Series B Preferred Units

Section 11.08

Series D Preferred Units

ARTICLE XII. ADMISSION OF LIMITED PARTNERS

Section 12.01

Substituted Limited Partners

Section 12.02

Additional Limited Partners

ARTICLE XIII. WITHDRAWAL AND RESIGNATION; TERMINATION OF RIGHTS

Section 13.01

Withdrawal and Resignation of Limited Partners

ARTICLE XIV. DISSOLUTION AND LIQUIDATION

Section 14.01

Dissolution

Section 14.02

Liquidation and Termination

Section 14.03

Deferment; Distribution in Kind

Section 14.04

Cancellation of Certificate

Section 14.05

Reasonable Time for Winding Up

Section 14.06

Return of Capital

ARTICLE XV. VALUATION

Section 15.01

Determination

Section 15.02

Dispute Resolution

ARTICLE XVI. GENERAL PROVISIONS

Section 16.01

Power of Attorney

Section 16.02

Confidentiality

Section 16.03

Amendments

Section 16.04

Title to Partnership Assets

Section 16.05

Addresses and Notices

Section 16.06

Binding Effect; Intended Beneficiaries

Section 16.07

Creditors

Section 16.08

Waiver

Section 16.09

Counterparts

Section 16.10

Applicable Law

Section 16.11

Severability

Section 16.12

Further Action

Section 16.13

Delivery by Electronic Transmission

Section 16.14

Right of Offset

Section 16.15

Effectiveness

Section 16.16

Entire Agreement

Section 16.17

Remedies

Section 16.18

Descriptive Headings; Interpretation

iii

Exhibits

Exhibit A – Initial Schedule of Limited Partners

Exhibit

B – Form of Joinder Agreement

Exhibit C – Policy Regarding Certain Equity Issuances

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

WHITEHAWK INCOME OPERATING PARTNERSHIP L.P.

This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of WhiteHawk Income Operating

Partnership L.P., a Delaware limited partnership (the “Partnership”), dated as of June 10, 2026, is adopted, executed and agreed to by and among WhiteHawk Income OP GP LLC, a Delaware limited liability company, as the

sole general partner of the Partnership (the “General Partner”), and each of the Limited Partners (as defined herein) set forth on the signature pages hereto.

WHEREAS, the Partnership was formed as a limited partnership pursuant to and in accordance with the Delaware Act (as defined herein) by filing

a Certificate of Limited Partnership of the Partnership (the “Certificate”) with the Secretary of State of the State of Delaware on November 24, 2025; and

WHEREAS, the General Partner, as the sole general partner of the Partnership, entered into an Agreement of Limited Partnership of the

Partnership, dated as of January 27, 2026 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time to but excluding the date hereof, together with all schedules, exhibits and annexes thereto, the

“Initial Limited Partnership Agreement”), with WhiteHawk Minerals Corp., a Delaware corporation, formerly known as WhiteHawk Income Corporation (the “Corporation”), as the sole

limited partner of the Partnership;

WHEREAS, the Corporation entered into a Contribution Agreement (the “Contribution

Agreement”), by and among the Partnership, WhiteHawk Management, LLC, a Delaware limited liability company (“ManagementCo”) and WhiteHawk Minerals LLC, a Delaware limited liability company

(the “Management Contributor”);

WHEREAS, at the Closing, the Corporation shall contribute to the Partnership,

as a capital contribution, cash in exchange for the issuance by the Partnership to the Corporation of a number of Common Units (as defined below) equal to the number of shares of Class A Common Stock (as defined below) outstanding at the

Closing after the consummation of the Transactions (as defined below) (such contribution, the “Corporation Contribution”);

WHEREAS, the Contribution Agreement further provides that (i) on the Contribution Date (as defined in the Contribution Agreement), the

Management Contributor will contribute to the Partnership 100% of the outstanding equity interests in ManagementCo in exchange for Common Units, and (ii) at the Closing, the Management Contributor will subscribe for a corresponding number of

shares of Class B Common Stock, in each case, as set forth in the Contribution Agreement (such contribution and subscription, the “Management Contribution” and, together with the Corporation Contribution, the

“Contributions”); as a result of the Management Contribution, ManagementCo will become a wholly owned subsidiary of the Partnership and the Corporation will become internally managed (the

“Internalization”);

WHEREAS, the parties are entering into this Agreement to amend and restate the Initial

Limited Partnership Agreement effective as of the Effective Time to reflect (a) the Corporation Contribution and the Management Contribution and the admission of the Management Contributor as a Limited Partner and Continuing Equity Owner (as

defined herein) and (b) the rights and obligations of the Partners that are enumerated and agreed upon in the terms of this Agreement effective as of the Effective Time, at which time the Initial Limited Partnership Agreement shall be

superseded entirely by this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, rights and obligations set forth herein

and other good and valuable consideration, the receipt and sufficiency of which each Partner (as defined herein) hereby acknowledges and confesses, the parties hereto hereby agree as follows:

ARTICLE I.

DEFINITIONS

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

contrary.

“Additional Limited Partner” has the meaning set forth in Section 12.02.

“Adjusted Capital Account Deficit” means, with respect to the Capital Account of any Partner as of the end of

any Taxable Year, the amount by which the balance in such Capital Account is less than zero. For this purpose, such Partner’s Capital Account balance shall be:

(a)

reduced for any items described in Treasury Regulations

Section 1.704-1(b)(2)(ii)(d)(4), (5), and (6); and

(b)

increased for any amount such Partner is obligated to contribute or is treated as being obligated to contribute

to the Partnership pursuant to Treasury Regulations Section 1.704-1(b)(2)(ii)(c) (relating to partner liabilities to a partnership) or 1.704-2(g)(1) and 1.704-2(i)(5) (relating to minimum gain).

“Adjusted Taxable

Income” means, with respect to any Partner, the estimated or actual cumulative taxable income or gain of the Partnership, as determined for U.S. federal and applicable state and local income tax purposes, allocated to such Partner with

respect to Common Units for full or partial Fiscal Years commencing on or after the Effective Date less prior losses of the Partnership allocated to such Partner with respect to Common Units for full or partial Fiscal Years commencing on or

after the Effective Date to the extent such prior losses are available to reduce such income or gain and have not previously been taken into account in the calculation of Adjusted Taxable Income for any prior period, in each case, as determined by

the General Partner; provided, that, for the avoidance of doubt, such taxable income shall be computed by taking into account (i) any special basis adjustment under Sections 734 or 743 of the Code resulting from an election by the

Partnership under Section 754 of the Code, (ii) any income, gain, loss or deduction under Section 704(c) of the Code and (iii) as determined by the General Partner in its sole discretion, any other items (including limitations

thereon) that affect a Partner’s actual or deemed tax liability attributable to its allocable share of Partnership income (e.g, net operating loss and excess interest expense limitations and tax credits) with respect to Common Units for the

relevant full or partial Fiscal Year.

“Admission Date” has the meaning set forth in

Section 10.06.

“Affiliate” (and, with a correlative meaning,

“Affiliated”) 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. 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” has the meaning set forth in the preamble to this Agreement.

“Appraisers” has the meaning set forth in Section 15.02.

“ Assignee” means a Person to whom a Limited Partner Interest has been transferred but who has not become a Limited

Partner pursuant to Article XII.

“Assumed Tax Liability” means, with respect to any Partner, for each

Fiscal Year or Fiscal Quarter of the Partnership, an amount equal to the product of (i) Adjusted Taxable Income multiplied by (ii) the Tax Rate.

“Base Rate” means, on any date, a variable rate per annum equal to the rate of interest most recently published by

The Wall Street Journal as the “prime rate” at large U.S. money center banks.

“Black-Out Period” means any

“black-out” or similar period under the Corporation’s policies covering trading in the Corporation’s securities to which the applicable Redeemed Partner is subject, which period

restricts the ability of such Redeemed Partner to immediately resell shares of Class A Common Stock to be delivered to such Redeemed Partner in connection with a Share Settlement.

“ Book Value” means, with respect to any Partnership property, the Partnership’s adjusted basis for U.S.

federal income tax purposes, adjusted from time to time to reflect the adjustments required or permitted by Treasury Regulations Sections 1.704-1(b)(2)(iv)(d)-(g) and

1.704-1(b)(2)(iv)(s); provided, that if any noncompensatory options are outstanding upon the occurrence of any adjustment described herein, the Partnership shall adjust the Book Values of its properties

in accordance with Treasury Regulations Sections 1.704-1(b)(2)(iv)(f)(1) and 1.704-1(b)(2)(iv)(h)(2); provided further, that the Partnership shall adjust the Book

Value of its properties upon the issuance of any Management Contribution Earn Out Units in accordance with principles similar to those set forth in Treasury Regulations Section 1.704-1(b)(2)(iv)(s).

“Business Day” means any day other than a Saturday or a Sunday or a day on which banks located in New York City, New

York generally are authorized or required by Law to close.

“Cash Amount” means, immediately available funds in

U.S. dollars in an amount equal to the Redeemed Units Equivalent; provided, that such funds are (i) in the case of a Redemption occurring in connection with the closing of the IPO, funds that are received from the IPO and (ii) in any other

case, funds that are received from a Qualifying Offering; for the avoidance of doubt, such funds shall be equal to the net proceeds received by the Corporation from the IPO or Qualifying Offering, as applicable, determined after deduction of the

Discount.

“Capital Account” means the capital account maintained for a

Partner in accordance with Section 5.01.

“Capital Contribution” means, with respect

to any Partner, the amount of any cash, cash equivalents, promissory obligations or the Fair Market Value of other property that such Partner contributes (or is deemed to contribute) to the Partnership pursuant to Article III hereof.

“Certificate” has the meaning set forth in the recitals to this Agreement.

“Change of Control Transaction” means (a) a sale of all or substantially all of the Partnership’s assets

determined on a consolidated basis, (b) a sale of a majority of the Partnership’s outstanding Units (other than (i) to the Corporation or (ii) in connection with a Redemption or Direct Exchange in accordance with Article

XI) or (c) a sale of a majority of the outstanding voting securities of any Material Subsidiary of the Partnership; in any such case, whether by merger, recapitalization, consolidation, reorganization, combination or otherwise;

provided, however, that neither (w) a transaction solely between the Partnership or any of its wholly owned Subsidiaries, on the one hand, and the Partnership or any of its wholly owned Subsidiaries, on the other hand, nor

(x) a transaction solely for the purpose of changing the jurisdiction of domicile of the Partnership, nor (y) a transaction solely for the purpose of changing the form of entity of the Partnership, nor (z) a sale of a majority of the

outstanding shares of Class A Common Stock, whether by merger, recapitalization, consolidation, reorganization, combination or otherwise, shall in each case of clauses (w), (x), (y) and (z) constitute a Change of Control Transaction.

“ Class A Common Stock” means the Class A Common Stock, par value $0.0001 per

share, of the Corporation.

“ Class B Common Stock” means the Class B

Common Stock, par value $0.0001 per share, of the Corporation.

“Closing” means the closing of the initial

public offering of the Corporation’s Class A Common Stock.

“Code” means the United States Internal

Revenue Code of 1986, as amended.

“Common Stock” means all classes and series of common stock of the

Corporation, including the Class A Common Stock and the Class B Common Stock.

“Corresponding Rights”

means any rights issued with respect to a share of Class A Common Stock, Class B Common Stock or any other Equity Securities of the Corporation pursuant to a “poison pill” or similar stockholder rights plan approved by the

Corporate Board.

“ Common Unit” means a Unit representing a fractional part of the Limited Partner Interests of

the Limited Partners and having the rights and obligations specified with respect to the Common Units in this Agreement.

“Common Unit Percentage Interest” means, with respect to a Partner

at a particular time, such Partner’s percentage interest in the Common Units of the Partnership determined by dividing such Partner’s Common Units by the total Common Units of all Partners at such time. The Percentage Interest of each

Partner shall be calculated to the 4th decimal place, and the Percentage Interest with respect to the General Partner Interest shall at all times be zero.

“Common Unit Redemption Price” means the price per share for which shares of Class A Common Stock are sold by

the Corporation in the IPO or applicable Qualifying Offering, as applicable, after taking into account any Discount.

“Continuing Equity Owners” means the holders of Common Units identified on Table I of Exhibit A hereto (which term

has a corresponding meaning under the Corporate Charter).

“Contribution Agreement” has the meaning set forth in

the recitals to this Agreement.

“Contributions” has the meaning set forth in the recitals to this Agreement.

“Corporate Board” means the Board of Directors of the Corporation.

“Corporate Charter” means the Amended and Restated Certificate of Incorporation of the Corporation, which is

effective substantially concurrently with the effectiveness of this Agreement, as it may be amended, restated, supplemented or otherwise modified from time to time.

“Corporation” has the meaning set forth in the recitals to this Agreement, together with its successors and assigns.

“Credit Agreement” means any senior credit facility or obligation of the Partnership or any of its

Subsidiaries, as borrower, as may be subsequently amended, restated, supplemented or otherwise modified from time to time and including any one or more refinancings or replacements thereof, in whole or in part, with any other debt facility or debt

obligation).

“Delaware Act” means the Delaware Revised Uniform Limited Partnership Act, 6 Del.L. § 17-101, et seq., as it may be amended from time to time, and any successor thereto.

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

“Direct Exchange” has the meaning set forth in Section 11.03(a). “

Discount” has the meaning set forth in Section 6.05.

“Distributable Cash” shall mean, as of any relevant date on which a determination is being made by the General

Partner regarding a potential distribution pursuant to Section 4.01(a) and Section 4.01(b), the amount of cash that could be distributed by the Partnership for such purposes in accordance with the

Credit Agreement (and without otherwise violating any applicable provisions of the Credit Agreement or any other debt financing of the Partnership or its Subsidiaries).

“Equity Plan” means any stock or equity purchase plan, restricted

stock, option, stock unit, restricted stock unit, dividend equivalent, appreciation right, phantom equity or other incentive equity or equity-based plan or program now or hereafter adopted by the Partnership or the Corporation, including without

limitation the WhiteHawk Minerals Corp. 2026 Equity Incentive Plan (as amended and restated).

“Equity

Securities” means (i) with respect to the Partnership or any of its Subsidiaries, (a) Units or other equity interests in the Partnership or any Subsidiary of the Partnership (including other classes or groups thereof having such

relative rights, powers and duties as may from time to time be established by the General Partner pursuant to the provisions of this Agreement, including rights, powers and/or duties senior to existing classes and groups of Units and other equity

interests in the Partnership or any Subsidiary of the Partnership), (b) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units or other equity interests in the Partnership or any Subsidiary of

the Partnership, and (c) warrants, options or other rights to purchase or otherwise acquire Units or other equity interests in the Partnership or any Subsidiary of the Partnership and (ii) with respect to the Corporation, any and all

shares, interests, participation or other equivalents (however designated) of corporate stock, including all common stock and preferred stock, or warrants, options or other rights to acquire any of the foregoing, including any debt instrument

convertible or exchangeable into any of the foregoing.

“Event of Withdrawal” means the expulsion, bankruptcy or

dissolution of a Partner or the occurrence of any other event that terminates the continued partnership of a Partner in the Partnership. “Event of Withdrawal” shall not include an event that does not terminate the existence of such

Partner under applicable state law (or, in the case of a trust that is a Partner, does not terminate the trusteeship of the fiduciaries under such trust with respect to all the Limited Partner Interests of such trust that is a Limited Partner).

“Excess Assets” has the meaning set forth in Section 3.04(c).

“Excess Cash” has the meaning set forth in Section 3.04(c).

“Excess Loan Receivables” has the meaning set forth in Section 3.04(c).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Election Notice” has the meaning set forth in Section 11.03(b).

“Fair Market Value” means, with respect to any asset, its fair market value determined according to Article

XV.

“Fiscal Period” means any interim accounting period within a Taxable Year established by the

Partnership and which is permitted or required by Section 706 of the Code.

“Fiscal Quarter” shall mean

(i) the period commencing on the date of this Agreement and ending on quarter end, (ii) any subsequent three-month period commencing on each of January 1, April 1, July 1, and October 1 and ending on the last date

before the next such date and (iii) the period commencing on the immediately preceding January 1, April 1, July 1, or October 1, as the case may be, and ending on the date on which all property is distributed to the Partners

pursuant to Article XIV hereof.

“Fiscal Year” means the Partnership’s annual accounting

period established pursuant to Section 8.02.

“General Partner” means WhiteHawk Income

OP GP LLC, a Delaware limited liability company, and its successors and permitted assigns as general partner of the Partnership. The General Partner, in its capacity as such, has no obligation to make Capital Contributions or right to receive

Distributions under this Agreement.

“General Partner Change of Control” shall be deemed to have occurred if or

upon:

(a)

both the stockholders of the Corporation and the Corporate Board approve, in accordance with the

Corporation’s certificate of incorporation and applicable law, the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the Corporation’s assets (determined on a consolidated basis),

including a sale of all of the equity interests in the Partnership, to any Person or group (as such term is used in Section 13(d)(3) of the Exchange Act), other than to any directly or indirectly wholly owned Subsidiary of the Corporation, and

such sale, lease or transfer is consummated;

(b)

both the stockholders of the Corporation and the Corporate Board approve, in accordance with the

Corporation’s certificate of incorporation and applicable law, a merger or consolidation of the Corporation with any other Person, other than a merger or consolidation which would result in the Voting Securities of the Corporation outstanding

immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 50.01% of the total voting power represented by the Voting Securities of the

Corporation or such surviving entity outstanding immediately after such merger or consolidation, and such merger or consolidation is consummated;

(c)

the acquisition, directly or indirectly, by any Person or group (as such term is used in Section 13(d)(3)

of the Exchange Act) (other than (a) a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation, or (b) a corporation or other entity owned, directly or indirectly, by all of the stockholders of the

Corporation in substantially the same proportions as their ownership of stock of the Corporation) of beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of at least 50.01% of the aggregate

voting power of the Voting Securities of the Corporation; provided, that the Corporate Board recommends or otherwise approves or determines that such acquisition is in the best interests of the Corporation and its stockholders;

(d)

the Corporation ceases to beneficially own, directly or indirectly, one hundred percent (100%) of the

outstanding equity interests in the General Partner (other than any transfer or assignment permitted under Section 6.03(a));

(e)

the General Partner is dissolved, liquidated, or otherwise ceases to exist (other than in connection with a

reconstitution, conversion, merger, consolidation or transfer permitted under Section 6.03(a)); or

(f)

the Corporation or the General Partner otherwise no longer has voting control over the Partnership (other than

in connection with a reconstitution, conversion, merger, consolidation or transfer permitted under Section 6.03(a)).

“General Partner Interest” means the non-economic management interest of the

General Partner in the Partnership (in its capacity as a general partner without reference to any Limited Partner Interest held by it) and includes any and all rights, powers and benefits to which the General Partner is entitled as provided in this

Agreement, together with all obligations of the General Partner to comply with the terms and provisions of this Agreement. The General Partner Interest does not include any rights to Profits or Losses or any rights to receive Distributions from

operations or upon the liquidation or winding-up of the Partnership.

“Governmental

Entity” means (a) the United States of America, (b) any other sovereign nation, (c) any state, province, district, territory or other political subdivision of (a) or (b) of this definition, including any county,

municipal or other local subdivision of the foregoing, or (d) any entity exercising executive, legislative, judicial, regulatory or administrative functions of government on behalf of (a), (b) or (c) of this definition.

“Indemnified Person” has the meaning set forth in Section 7.04(a).

“Independent Directors” means the members of the Corporate Board who qualify as an independent director pursuant to

applicable SEC Guidance and the rules of the stock exchange on which the Common Stock is traded. For purposes of any election to be made by the Corporation between a Cash Amount and a Share Settlement upon a Redemption of Common Units, the

Independent Directors shall exclude any director who is (i) the beneficial owner of such Common Units; (ii) Affiliated with the beneficial owner of such Common Units; or (iii) serving on the Corporate Board as a nominee of the

beneficial owner of such Common Units or its Affiliates.

“Initial Limited Partnership Agreement” has the

meaning set forth in the recitals to this Agreement.

“Internalization” has the meaning set forth in the

recitals to this Agreement.

“Investment Company Act” means the U.S. Investment Company Act of 1940, as amended

from time to time.

“IPO” means the initial underwritten public offering of shares of the Corporation’s

Class A Common Stock.

“Joinder” means a joinder to this Agreement, in form and substance substantially

similar to Exhibit B to this Agreement.

“Law” means all laws, statutes, ordinances, rules and regulations

of any Governmental Entity, any foreign country and each state, commonwealth, city, county, municipality, regulatory body, agency or other political subdivision thereof.

“Limited Partner” means, as of any date of determination, (a) each of the partners named on the Schedule of

Limited Partners included as Exhibit A hereto and (b) any Person admitted to the Partnership as a Substituted Limited Partner or Additional Limited Partner in accordance with Article XII, but in each case only so long as such

Person is shown on the Partnership’s books and records as the owner of one or more Units.

“Limited Partner

Interest” means the interest of a Partner in Profits, Losses and Distributions.

“Losses” means

items of Partnership loss or deduction determined according to Section 5.01(b).

“Market

Price” means, with respect to a share of Class A Common Stock as of a specified date, the last sale price per share of Class A Common Stock, regular way, or if no such sale took place on such day, the average of the closing

bid and asked prices per share of Class A Common Stock, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the Stock Exchange or, if the

Class A Common Stock is not listed or admitted to trading on the Stock Exchange, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the

Class A Common Stock is listed or admitted to trading or, if the Class A Common Stock is not listed or admitted to trading on any national securities exchange, the last quoted price, or, if not so quoted, the average of the high bid and

low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or, if such system is no

longer in use, the principal other automated quotation system that may then be in use or, if the Class A Common Stock is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market

maker making a market in the Class A Common Stock selected by the Corporate Board or, in the event that no trading price is available for the shares of Class A Common Stock, the fair market value of a share of Class A Common Stock, as

determined in good faith by the Corporate Board.

“Material Subsidiary” means any direct or indirect Subsidiary

of the Partnership that, as of any date of determination, represents more than (a) 50% of the consolidated net tangible assets of the Partnership or (b) 50% of the consolidated net income of the Partnership before interest, taxes, depreciation and

amortization.

“Management Contribution Earn Out Units” has the meaning set forth in

Section 3.03(b).

“Management Contributor” has the meaning set forth in the recitals to this

Agreement.

“ManagementCo” has the meaning set forth in the recitals to this Agreement.

“Minimum Redemption Number” means, with respect to any Redemption

by any Limited Partner, the lesser of (i) Common Units having an aggregate value of $100,000 and (ii) all of the Common Units held by such Limited Partner.

“Officer” has the meaning set forth in Section 6.01(b).

“One-to-One Ratios” has the meaning

set forth in Section 3.04(a)(i).

“Other Agreements” has the meaning set forth in

Section 10.04.

“Partner” means the General Partner or any Limited Partner.

“Partner Minimum Gain” means “partner nonrecourse debt minimum gain” as defined in Treasury Regulations Section 1.704-2(i)(3).

“Partnership” has the meaning set forth in the

preamble to this Agreement.

“Partnership Employee” means an employee of, or other service provider to, the

Partnership or any Subsidiary, in each case acting in such capacity.

“Partnership Minimum Gain” means

“partnership minimum gain” determined pursuant to Treasury Regulations Section 1.704-2(d).

“Partnership Representative” has the meaning set forth in Section 9.03.

“Permitted Transfer” has the meaning set forth in Section 10.02.

“Permitted Transferee” has the meaning set forth in Section 10.02.

“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.

“Pro

rata,” “ proportional,” “in proportion to,” and other similar terms, means, with respect to the holder of Units, pro rata based upon the number of such Units held by such holder as

compared to the total number of Units outstanding.

“Profits” means items of Partnership income and gain

determined according to Section 5.01(b).

“Qualifying Offering” means a private or

public offering of shares of Class A Common Stock by the Corporation following the IPO.

“Reclassification

Event” means any of the following: (i) any reclassification or recapitalization of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a

subdivision or combination or any transaction subject to Section 3.04), (ii) any merger, consolidation or other combination involving the Corporation, or (iii) any sale, conveyance, lease, or other disposal of all or

substantially all the properties and assets of the Corporation to any other Person, in each of clauses (i), (ii) or (iii), as a result of which holders of Common Stock shall be entitled to receive cash, securities or other property for their shares

of Common Stock.

“Redeemed Partner” has the meaning set forth in

Section 11.01(a).

“Redeemed Units” has the meaning set forth in

Section 11.01(a).

“Redeemed Units Equivalent” means the product of (a) the

applicable number of Redeemed Units, multiplied by (b) the Common Unit Redemption Price.

“Redeeming

Persons” has the meaning set forth in Section 11.01(h).

“Redemption”

has the meaning set forth in Section 11.01(a).

“Redemption Date” has the meaning set

forth in Section 11.01(a).

“Redemption Notice” has the meaning set forth in

Section 11.01(a).

“Redemption Notice Date” has the meaning set forth in

Section 11.01(a).

“Redemption Right” has the meaning set forth in

Section 11.01(a).

“ Registration Rights Agreement” means that certain Registration

Rights Agreement, dated as of the date hereof, by and among the Corporation and the parties thereto.

“Regulatory

Allocations” has the meaning set forth in Section 5.03(h).

“Related

Person” has the meaning set forth in Section 7.01(c).

“Relative” means,

with respect to any natural person: (a) such natural person’s spouse; (b) any lineal descendant, parent, grandparent, great grandparent or sibling or any lineal descendant of such sibling (in each case whether by blood or legal adoption);

and (c) the spouse of a natural person described in clause (b) of this definition.

“Retraction

Notice” has the meaning set forth in Section 11.01(c).

“Partnership Audit

Provisions” shall mean Section 1101 of Title XI (Revenue Provisions Related to Tax Compliance) of the Bipartisan Budget Act of 2015, H.R. 1314, Public Law Number 114-74, as amended. Unless

the context requires otherwise, any reference herein to a specific section of the Partnership Audit Provisions shall be deemed to include any corresponding provisions of future Law as in effect for the relevant taxable period.

“Schedule of Limited Partners” has the meaning set forth in Section 3.01(b).

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

functions thereof.

“SEC Guidance” means (a) any publicly available written or oral interpretations,

questions and answers, guidance and forms of the SEC, (b) any oral or written comments, requirements or requests of the SEC or its staff, (c) the Securities Act and the Exchange Act and (d) any other rules, bulletins, releases, manuals and

regulations of the SEC.

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

applicable rules and regulations thereunder, and any successor to such statute, rules or regulations. Any reference herein to a specific section, rule or regulation of the Securities Act shall be deemed to include any corresponding provisions of

future Law.

“Settlement Method Notice” has the meaning set forth in Section 11.01(b).

“Series B Accrued Distributions” has the meaning set forth in Section 4.01(c).

“Series B Annual Rate” means ten percent (10%) per annum of the Series B Stated Value, as such rate may be adjusted

from time to time to correspond to the dividend rate applicable to the Series B Preferred Stock under the Corporate Charter.

“Series B Liquidation Preference” means, with respect to each Series B Preferred Unit as of any date of

determination, an amount equal to the Series B Stated Value plus all accrued and unpaid Series B Accrued Distributions thereon to (but excluding) such date.

“Series B Preferred Contribution Amount” means, with respect to each Series B Preferred Unit issued to the

Corporation, an amount equal to the Series B Stated Value, as adjusted to reflect any subsequent contributions to capital by the Corporation in respect of such Series B Preferred Unit.

“ Series B Preferred Stock” means the Series B Preferred Stock, par value $0.0001 per share, of the Corporation,

having the rights, preferences and privileges set forth in the Corporate Charter (including the certificate of designations applicable thereto).

“Series B Preferred Unit” means a Unit designated as a “Series B Preferred Unit” and having the rights

and obligations specified with respect to the Series B Preferred Units in this Agreement.

“Series B Stated

Value” means $1,000 per Series B Preferred Unit, subject to appropriate adjustment in the event of any unit distribution, unit split, combination or other similar recapitalization with respect to the Series B Preferred Units.

“Series D Accrued Distributions” has the meaning set forth in Section 4.01(d).

“Series D Annual Rate” means (i) from and including the date of issuance to (and including) December 31,

2027, fourteen percent (14%) per annum, and (ii) after December 31, 2027, eighteen percent (18%) per annum, in each case of the Series D Stated Value, as such rates may be adjusted from time to time to correspond to the Dividend Rate

applicable to the Series D Preferred Stock under the Corporate Charter.

“Series D Dividend Cutoff Date” means

December 31, 2028.

“Series D Liquidation Preference” means, with respect to each

Series D Preferred Unit as of any date of determination, an amount equal to the Series D Stated Value plus all accrued and unpaid Series D Accrued Distributions thereon to (but excluding) such date, plus the Series D Minimum Return

Payment, if applicable.

“Series D Minimum Return” means a return of eight percent (8%) per Series D Preferred

Unit upon the payment of all Distributions thereon and all liquidation, redemption and other cash payments, as applicable, made by the Partnership to the Corporation, as the holder of such Series D Preferred Unit, with respect to such Series D

Preferred Unit, in each case to correspond to the “Minimum Return” payable on the corresponding share of Series D Preferred Stock under the Corporate Charter.

“Series D Minimum Return Payment” means an additional Distribution required to be made to the Corporation, as the

holder of the Series D Preferred Units, in connection with a redemption, repurchase or acquisition of, or liquidating distribution in respect of, the Series D Preferred Units, in an amount such that, together with the Series D Stated Value, all

Series D Accrued Distributions and all other Distributions made by the Partnership to the Corporation in respect of such Series D Preferred Units, the Corporation shall have received the Series D Minimum Return.

“Series D Preferred Contribution Amount” means, with respect to each Series D Preferred Unit issued to the

Corporation, an amount equal to the Series D Stated Value, as adjusted to reflect any subsequent contributions to capital by the Corporation in respect of such Series D Preferred Unit.

“ Series D Preferred Stock” means the Series D Preferred Stock, par value $0.0001 per share, of the Corporation,

having the rights, preferences and privileges set forth in the Corporate Charter (including the certificate of designations applicable thereto).

“Series D Preferred Unit” means a Unit designated as a “Series D Preferred Unit” and having the rights

and obligations specified with respect to the Series D Preferred Units in this Agreement.

“Series D Stated

Value” means $1,000 per Series D Preferred Unit, subject to appropriate adjustment in the event of any unit distribution, unit split, combination or other similar recapitalization with respect to the Series D Preferred Units.

“Share Settlement” means, with respect to any Redeemed Units, a number of shares of Class A Common Stock equal

to the number of such Redeemed Units (together with any Corresponding Rights).

“Simulated Basis” means, with

respect to each Depletable Property, the Book Value of such property. For purposes of such computation, the Simulated Basis of each Depletable Property (including any additions to such Simulated Basis resulting from expenditures required to be

capitalized in such Simulated Basis) shall be allocated to each Partner in accordance with such Partner’s relative Common Unit Percentage Interest as of the time such Depletable Property (or such addition to such Simulated Basis resulting from

expenditures required to be capitalized in such Simulated Basis) is acquired (or expended) by the Partnership, and shall be reallocated

among the Partners in accordance with the Partners’ Common Unit Percentage Interests as determined

immediately following the occurrence of an event giving rise to an adjustment to the Book Value of the Partnership’s Depletable Properties pursuant to the definition of Book Value. Upon a transfer by a Partner of any Units, a portion of the

Simulated Basis allocated to such Partner shall be reallocated to the transferee in accordance with the relative Common Unit Percentage Interest transferred.

“Simulated Depletion” means, with respect to each Depletable Property, a depletion allowance computed in accordance

with U.S. federal income tax principles and in a manner specified in Treasury Regulations Section 1.704-1(b)(2)(iv)(k)(2), using the depletion method selected by the General Partner. For purposes of

computing Simulated Depletion with respect to any Depletable Property, in no event shall such allowance, in the aggregate, exceed the Simulated Basis of such Depletable Property. If the Book Value of a Depletable Property is adjusted pursuant to the

definition of Book Value during a Taxable Year or other Fiscal Period, following such adjustment Simulated Depletion shall thereafter be calculated under the foregoing provisions based upon such adjusted Book Value.

“Simulated Gain” means the excess, if any, of the amount realized from the sale or other disposition of a Depletable

Property over the Book Value of such Depletable Property and determined pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(k)(2).

“ Simulated Loss” means the excess, if any, of the Book Value of a Depletable Property over the amount realized from

the sale or other disposition of such Depletable Property and determined pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(k)(2).

“Stock Exchange” means the New York Stock Exchange.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association

or business entity of which (a) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at

the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (b) if a limited liability company, partnership, association or other business entity

(other than a corporation), a majority of the voting interests thereof are at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, references to

a “Subsidiary” of the Partnership shall be given effect only at such times that the Partnership has one or more Subsidiaries, and, unless otherwise indicated, the term “Subsidiary” refers to a Subsidiary of the Partnership.

“Substituted Limited Partner” means a Person that is admitted as a Limited Partner to the Partnership pursuant

to Section 12.01 with all of the rights of a Limited Partner and who is shown as a Limited Partner on the books and records of the Partnership.

“Tax Rate” means a rate equal to the highest effective marginal

combined U.S. federal, state and local income tax rate applicable to a corporate or individual taxpayer (whichever is higher) for a Fiscal Year applicable to any Partner, determined by taking into account the character of the relevant tax items

(e.g., ordinary or capital), the deductibility of state and local income taxes for federal income tax purposes, to the extent applicable and the deduction under Section 199A of the Code, to the extent applicable, in each case, as

reasonably determined by the General Partner; provided that, (i) there shall be a single used Tax Rate for all Partners, (ii) if the General Partner is unable to reasonably estimate the highest tax rate applicable to any Partner in

accordance with the foregoing, the highest rate shall be such highest rate applicable to a corporation or individual (whichever is higher) residing or otherwise doing business in New York, New York and (iii) if such highest tax rate applies

only to a Partner that is or Partners that are receiving an immaterial portion of the aggregate Tax Distributions paid to all Partners pursuant to Section 4.01(b), the General Partner shall be permitted, in its sole discretion, to adjust the

Tax Rate to minimize the amount of Tax Distributions in excess of each Partner’s Tax Distribution Amount. For the avoidance of doubt, there shall be a single Distribution Tax Rate for all Partners.

“Tax Distributions” has the meaning set forth in Section 4.01(b).

“Tax Distribution Amount” means, with respect to any Partner, for each Fiscal Year or Fiscal Quarter of the

Partnership, an amount equal to the excess of (i) the Assumed Tax Liability with respect to such Partner’s Common Units over (ii) the cumulative Distributions made to such Partner with respect to such Partner’s Common

Units after the Effective Date pursuant to Section 4.01(a) and 4.01(b); provided, that notwithstanding anything to the contrary, the Corporation’s Tax Distribution Amount with respect to its Common Units shall

in no event be less than the amount of cash the Corporation needs to satisfy its tax liabilities with respect to its Common Units (after taking into account any cash held by the Corporation and available to be used to pay the Corporation’s tax

liabilities at the relevant time), as determined in the sole discretion of the General Partner.

“Taxable Year”

means the Partnership’s accounting period for U.S. federal income tax purposes determined pursuant to Section 9.02.

“Trading Day” means a day on which the Stock Exchange or such other principal United States securities exchange on

which the Class A Common Stock is listed or admitted to trading is open for the transaction of business (unless such trading shall have been suspended for the entire day).

“Transactions” means the Corporation Contribution, the Management Contribution, the Internalization and the other

transactions contemplated by the Contribution Agreement.

“Transfer” (and, with a correlative meaning,

“Transferring”) means any sale, transfer, assignment, pledge, encumbrance or other disposition of (whether directly or indirectly, whether with or without consideration and whether voluntarily or involuntarily or by

operation of Law) (a) any interest (legal or beneficial) in any Equity Securities of the Partnership or (b) any equity or other interest (legal or beneficial) in any Partner if substantially all of the assets of such Partner consist solely of

Units.

“Treasury Regulations” means the regulations promulgated under the Code and any corresponding provisions

of succeeding regulations.

“Unit” means a Limited Partner Interest of a Limited Partner or a

permitted Assignee in the Partnership and shall include Common Units, Series B Preferred Units and Series D Preferred Units, but shall not include the General Partner Interest.

“Unvested Corporate Shares” means shares of Class A Common Stock issued pursuant to an Equity Plan that are not

vested pursuant to the terms thereof or any award or similar agreement relating thereto.

“Value” means

(a) for any Stock Option Plan, the Market Price for the Trading Day immediately preceding the date of exercise of a stock option under such Stock Option Plan and (b) for any Equity Plan other than a Stock Option Plan, the Market Price for the

Trading Day immediately preceding the Vesting Date.

“Vesting Date” has the meaning set forth in

Section 3.10(c).

“Voting Securities” means any Equity Securities of the Corporation

that are entitled to vote generally in matters submitted for a vote of the Corporation’s stockholders or generally in the election of the Corporate Board.

ARTICLE II.

ORGANIZATIONAL

MATTERS

Section 2.01 Formation of Partnership. The Partnership was formed on November 24, 2025 pursuant to the

provisions of the Delaware Act.

Section 2.02 Amended and Restated Limited Partnership Agreement. The Partners hereby execute

this Agreement for the purpose of continuing the affairs of the Partnership and the conduct of its business in accordance with the provisions of the Delaware Act. The Partners hereby agree that during the term of the Partnership set forth in

Section 2.06, the rights and obligations of the Partners with respect to the Partnership will be determined in accordance with the terms and conditions of this Agreement and the Delaware Act. On any matter upon which this

Agreement is silent, the Delaware Act shall control. No provision of this Agreement shall be in violation of the Delaware Act and, to the extent any provision of this Agreement is in violation of the Delaware Act, such provision shall be void and of

no effect to the extent of such violation without affecting the validity of the other provisions of this Agreement; provided, however, that where the Delaware Act provides that a provision of the Delaware Act shall apply “unless

otherwise provided in a limited partnership agreement” or words of similar effect, the relevant provisions of this Agreement shall in each instance control; provided further, that notwithstanding the foregoing, Section 15-120 of the Delaware Act shall not apply or be incorporated into this Agreement.

Section 2.03 Name. The name of the Partnership shall be “WhiteHawk Income Operating Partnership, L.P.” The General

Partner in its sole discretion may change the name of the Partnership at any time and from time to time. Notification of any such change shall be given to all of the Partners and, to the extent practicable, to all of the holders of any Equity

Securities then outstanding. The Partnership’s business may be conducted under its name and/or any other name or names deemed advisable by the General Partner.

Section 2.04 Purpose. The primary business and purpose of the Partnership shall

be to engage in such activities as are permitted under the Delaware Act and determined from time to time by the General Partner in accordance with the terms and conditions of this Agreement.

Section 2.05 Principal Office; Registered Office. The principal office of the Partnership shall be at 2000 Market Street, Suite

910, Philadelphia, Pennsylvania 19103, or such other place as the General Partner may from time to time designate. The address of the registered office of the Partnership in the State of Delaware shall be 1521 Concord Pike, Suite 201, Wilmington,

Delaware 19803, and the registered agent for service of process on the Partnership in the State of Delaware at such registered office shall be United Agent Group Inc. The General Partner may from time to time change the Partnership’s

registered agent and registered office in the State of Delaware.

Section 2.06 Term. The term of the Partnership commenced

upon the filing of the Certificate in accordance with the Delaware Act and shall continue in existence until termination and dissolution of the Partnership in accordance with the provisions of Article XIV.

Section 2.07 No Joint Venture. The Partners intend that the Partnership not be a joint venture, and that no Partner be a joint

venturer of any other Partner by virtue of this Agreement, and neither this Agreement nor any other document entered into by the Partnership or any Partner relating to the subject matter hereof shall be construed to suggest otherwise.

ARTICLE III.

PARTNERS; UNITS;

CAPITALIZATION

Section 3.01 Partners.

(a) The Corporation previously was admitted as a Limited Partner and shall remain a Limited Partner of the Partnership, and the General

Partner previously was admitted as the sole general partner of the Partnership and shall remain the sole general partner of the Partnership, in each case, upon the Effective Time. At the Effective Time, the Management Contributor shall be admitted

to the Partnership as a Limited Partner and a Continuing Equity Owner.

(b) The Partnership shall maintain a schedule setting forth:

(i) the name and address of each Limited Partner; (ii) the aggregate number of outstanding Units and the number and class of Units held by each Limited Partner; (iii) the aggregate amount of cash Capital Contributions that have been

made by the Limited Partners with respect to their Units; and (iv) the Fair Market Value of any property other than cash contributed by the Limited Partners with respect to their Units (including, if applicable, a description and the amount of

any liability assumed by the Partnership or to which contributed property is subject) (such schedule, the “Schedule of Limited Partners”). The applicable Schedule of Limited Partners in effect as of the

Effective Time (after giving effect to the Corporation Contribution and the Management Contribution) is set forth as Exhibit A to this Agreement. The Schedule of Limited Partners shall be the definitive record of ownership of

each Unit of the Partnership and all relevant information with respect to each Limited Partner. The Partnership shall be entitled to recognize the exclusive right of a Person registered on its records as the owner of Units for all purposes and shall

not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Delaware Act.

pursuant to Section 6.01 and in accordance with the other provisions of this Agreement, permitted to loan any money or property to the Partnership or borrow any money or property from the Partnership.

Section 3.02 Units. Interests in the Partnership shall be represented by Units, or such other securities of the Partnership, in

each case as the General Partner may establish in its discretion in accordance with the terms and subject to the restrictions hereof. Immediately after the Effective Time, the Units will be comprised of three authorized classes: (i) a single

class of Common Units; (ii) a single class of Series B Preferred Units; and (iii) a single class of Series D Preferred Units. All Common Units shall have identical rights and privileges in all respects, all Series B Preferred Units shall

have identical rights and privileges in all respects, and all Series D Preferred Units shall have identical rights and privileges in all respects. Without limiting the foregoing, to the extent required pursuant to

Section 3.04(a), the General Partner may create one or more additional classes or series of Common Units, Series B Preferred Units, Series D Preferred Units or other preferred Units solely to the extent they are in the

aggregate substantially equivalent to a class of common stock of the Corporation or class or series of preferred stock of the Corporation.

Section 3.03 Corporation Contribution and Management Contribution.

(a) Corporation Contribution. At the Closing and prior to giving effect to Section 3.04, the Corporation shall be deemed to

have contributed, assigned, transferred, conveyed and delivered to the Partnership, in connection with the Management Contribution (as defined below), all of the assets and liabilities of the Partnership that existed prior to the Management

Contribution, in exchange for the issuance by the Partnership to the Corporation of the number of Common Units, Series B Preferred Units and Series D Preferred Units set forth opposite the Corporation’s name on Exhibit A hereto (such

contribution, the “Corporation Contribution”).

(b) Management Contribution. Pursuant to the Contribution

Agreement, at the Closing and prior to giving effect to Section 3.04, the Management Contributor (i) contributed, assigned, transferred, conveyed and delivered to the Partnership, free and clear of all liens

(other than transfer restrictions under applicable securities Laws), 100% of the outstanding equity interests in ManagementCo in exchange for a number of Common Units equal to the quotient of the Internalization Price (as defined in the Contribution

Agreement) divided by the Common Unit Redemption Price and (ii) subscribed for a corresponding number of shares of Class B Common Stock, in each case, as set forth in the Contribution Agreement (the “Management

Contribution”). As additional consideration for the Management Contribution, subject to and in accordance with the terms and conditions of the Contribution Agreement, the Partnership may be required to issue to

Management Contributor up to an aggregate number of Common Units equal to 25% of the quotient of the Internalization Price divided by the Common Unit Redemption Price (the “Management Contribution Earn Out Units”), and the

Management Contributor shall subscribe for a corresponding number of shares of Class B Common Stock, in each case, as set forth in the Contribution Agreement.

Section 3.04 Authorization and Issuance of Additional Units.

(a) Except as otherwise determined by the General Partner:

(i) the Partnership and the Corporation shall, notwithstanding any other provision of this Agreement, undertake all actions,

including, without limitation, an issuance, reclassification, distribution, division, repurchase, redemption, cancellation or recapitalization, with respect to the Common Units, the Series B Preferred Units, the Series D Preferred Units and the

Class A Common Stock, Class B Common Stock, Series B Preferred Stock, Series D Preferred Stock or any other equity interests issued by the Partnership and/or Corporation, as applicable, to maintain at all times (i) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, and the number of outstanding shares of Class A Common Stock,

(ii) unless otherwise determined by the General Partnership in its sole discretion, a one-to-one ratio between the number of Common Units owned by the Partners and

their Permitted Transferees (other than the Corporation and its Subsidiaries), directly or indirectly, and the number of outstanding shares of Class B Common Stock owned by such Partners and Permitted Transferees, directly or indirectly,

(iii) a one-to-one ratio between the number of Series B Preferred Units owned by the Corporation, directly or indirectly, and the number of outstanding shares of

Series B Preferred Stock, (iv) a one-to-one ratio between the number of Series D Preferred Units owned by the Corporation, directly or indirectly, and the number of

outstanding shares of Series D Preferred Stock, and (v) a one-to-one ratio between the number of other equity interests in the Partnership owned by the Corporation,

directly or indirectly, and the number of outstanding equity interests issued by the Corporation that are substantially economically equivalent to such other equity interests of the Partnership that are owned by the Corporation, in each case,

disregarding, for purposes of maintaining the one-to-one ratio, (A) Unvested Corporate Shares (other than any Unvested Corporate Shares as to which an election has

been made under Section 83(b) of the Code), (B) treasury stock, (C) preferred stock or other debt or equity securities (including, without limitation, warrants, options or rights) issued by the Corporation that are convertible into or

exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon issuance, conversion, exercise or exchange thereof, has been

contributed by the Corporation to the equity capital of the Partnership) (clauses (i) to (iv), the “One-to-One Ratios”).

(ii) In the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems Class A

Common Stock in a transaction not contemplated in this Agreement, the General Partner and the Corporation shall, notwithstanding any other provision of this Agreement to the contrary, take, or cause to be taken, all actions such that, after giving

effect to all such issuances, transfers, deliveries, repurchases or redemptions, the number of outstanding Common Units owned, directly or indirectly, by the Corporation shall equal on a one-for-one basis the number of outstanding shares of Class A Common Stock.

(iii) In the event the Corporation issues, transfers or delivers from

treasury stock or repurchases or redeems the Corporation’s preferred stock or other equity interests in a transaction not contemplated in this Agreement, the General Partner, the Partnership and the Corporation shall, notwithstanding any other

provision of this Agreement to the contrary, take or cause to be taken all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectly, holds (in the case

of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Partnership which (in the good faith determination by the General Partner) are in the aggregate substantially economically

equivalent to the outstanding preferred stock or other equity interests of the Corporation so issued, transferred, delivered, repurchased or redeemed.

(iv) The Partnership and the Corporation shall not undertake any subdivision (by any Common Unit split, stock split, Common

Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Common Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common

Units, Class A Common Stock or Class B Common Stock or other equity interests in the Partnership or the Corporation, as applicable, that is not accompanied by an identical subdivision or combination of the Common Units, Class A Common

Stock, or Class B Common Stock or other equity interests in the Partnership or Corporation, respectively, to maintain at all times the One-to-One Ratios, in each

case, unless such action is necessary to maintain at all times the One-to-One Ratios.

(b) The Partnership shall only be permitted to issue additional Common Units, and/or establish other classes or series of Units or other

Equity Securities in the Partnership to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.03, this Section 3.04,

Section 3.10 and Section 3.11. Subject to the foregoing, the General Partner may cause the Partnership to issue additional Common Units authorized under this Agreement and/or establish other

classes or series of Units or other Equity Securities in the Partnership at such times and upon such terms as the General Partner shall determine and the General Partner shall amend this Agreement as necessary in connection with the issuance of

additional Common Units and admission of additional Partners under this Section 3.04, in each case, without the requirement of any consent or acknowledgement of any other Partner or any other Person and notwithstanding

anything to the contrary herein, including Section 16.03.

Agreement (including Section 3.04(a)), if the Corporation acquires or holds any material amount of cash (or any obligations of the Partnership or a Subsidiary thereof in respect of any loans made by the Corporation to the

Partnership or such Subsidiary) in excess of any monetary obligations it reasonably anticipates (such cash, “Excess Cash”, and such loan obligations, “Excess Loan Receivables” and, collectively,

“Excess Assets”), the Corporation may, in its sole discretion, take, or cause to be taken, any actions with respect to any such Excess Assets and make, or cause to be made, any corresponding adjustments to the

capitalization of the Corporation and/or the Partnership as the Corporation in good faith determines to be fair and reasonable to the equityholders of the Corporation and to the Partners to preserve the One-to-One Ratios and the intended economic effect of this Section 3.04, Section 11.01 and the other provisions hereof (including, but not limited to,

contributing (or causing to be contributed) or loaning (or causing to be loaned) any such Excess Assets to the Partnership and causing the Partnership to recapitalize its Common Units to reflect such contribution and maintain such One-to-One Ratios).

Section 3.05 Repurchases or Redemptions.

(a) Except as otherwise determined by the General Partner, if at any time, any shares of Class A Common Stock are repurchased or redeemed

(whether by exercise of a put or call, automatically or by means of another arrangement) by the Corporation for cash, then the General Partner shall cause the Partnership, immediately prior to such repurchase or redemption of Class A Common

Stock, to redeem a corresponding number of Common Units held (directly or indirectly) by the Corporation, at an aggregate redemption price equal to the aggregate purchase or redemption price of the shares of Class A Common Stock being

repurchased or redeemed by the Corporation (plus any expenses related thereto) and upon such other terms as are the same for the shares of Class A Common Stock being repurchased or redeemed by the Corporation; provided, if the

Corporation uses funds received from distributions from the Partnership or the net proceeds from an issuance of Class A Common Stock to fund such repurchase or redemption, then the Partnership shall cancel a corresponding number of Common Units

held (directly or indirectly) by the Corporation for no consideration. Notwithstanding any provision to the contrary contained in this Agreement, neither the Partnership nor the Corporation shall make any repurchase, redemption or other acquisition

if such repurchase, redemption or other acquisition or the corresponding repurchase, redemption or other acquisition at the other of the Partnership or the Corporation would violate any applicable Law.

(b) Notwithstanding anything to the contrary herein, the Corporation may repurchase shares of Class A Common Stock using any portion of

the proceeds received by the Corporation from any Tax Distribution, in which case the related Tax Distributions made to each Partner shall be in redemption of Common Units, pro rata according to the number of Common Units held by each

Partner, such that the number of Common Units redeemed from the Corporation is equal to the number of shares of Class A Common Stock to be repurchased, and at the price per Common Unit equal to the price that is actually paid per share of

Class A Common Stock in such repurchase(s). In such event, the Corporation shall, in addition, take such other action as is necessary to preserve the One-to-One

Ratios.

the time that any share of Series B Preferred Stock is to be redeemed, repurchased or otherwise acquired by the Corporation (whether pursuant to a WhiteHawk Redemption, a Holder Optional Redemption, a redemption due to death or disability, a

Triggered Redemption or any other redemption, repurchase or acquisition under the Corporate Charter (as such terms are defined in the Corporate Charter)), the General Partner shall cause the Partnership to redeem, repurchase or acquire from the

Corporation a corresponding number of Series B Preferred Units, in exchange for an amount of cash (or other consideration) equal to the aggregate consideration to be paid by the Corporation to the holders of the corresponding shares of Series B

Preferred Stock (including the Settlement Amount (as defined in the Corporate Charter) and any applicable redemption fees, premiums and reductions) plus any related expenses of the Corporation. Notwithstanding the foregoing, no such redemption,

repurchase or acquisition shall be effected to the extent it would render the Partnership insolvent or violate the Delaware Act, applicable Law or the Credit Agreement (or any other debt financing of the Partnership or any of its Subsidiaries).

(d) Without limiting Section 3.04(a) or

Section 3.05(a), but subject to Section 11.07(d) and Section 11.08(d), immediately prior to the time that any share of Series D Preferred Stock is to be redeemed, repurchased or otherwise acquired by the

Corporation (whether pursuant to an Optional Redemption or any other redemption, repurchase or acquisition under the Corporate Charter (as such terms are defined in the Corporate Charter)), the General Partner shall cause the Partnership to redeem,

repurchase or acquire from the Corporation a corresponding number of Series D Preferred Units, in exchange for an amount of cash (or other consideration) equal to the aggregate consideration to be paid by the Corporation to the holders of the

corresponding shares of Series D Preferred Stock (including the Redemption Price and the Minimum Return Payment, if applicable, in each case as defined in the Corporate Charter) plus any related expenses of the Corporation. Notwithstanding the

foregoing, no such redemption, repurchase or acquisition shall be effected to the extent it would render the Partnership insolvent or violate the Delaware Act, applicable Law or the Credit Agreement (or any other debt financing of the Partnership or

any of its Subsidiaries).

Section 3.06 Certificates Representing Units; Lost, Stolen or Destroyed Certificates;

Registration and Transfer of Units.

(a) Units shall not be certificated unless otherwise determined by the General Partner. If the

General Partner determines that one or more Units shall be certificated, each such certificate shall be signed by or in the name of the Partnership, by the Chief Executive Officer and any other officer designated by the General Partner, representing

the number of Units held by such holder. Such certificate shall be in such form (and shall contain such legends) as the General Partner may determine. Any or all of such signatures on any certificate representing one or more Units may be a

facsimile, engraved or printed, to the extent permitted by applicable Law. The General Partner agrees that it shall not elect to treat any Unit as a “security” within the meaning of Article 8 of the Uniform Commercial Code unless

thereafter all Units then outstanding are represented by one or more certificates.

(b) If Units are certificated, the General Partner may

direct that a new certificate representing one or more Units be issued in place of any certificate theretofore issued by the Partnership alleged to have been lost, stolen or destroyed, upon delivery to the General Partner of an affidavit of the

owner or owners of such certificate, setting forth such allegation. The General Partner may require the owner of such lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Partnership a bond sufficient to

indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

(c) Upon surrender to the Partnership or the transfer agent of the Partnership, if any, of a certificate for one or more Units, duly endorsed

or accompanied by appropriate evidence of succession, assignment or authority to transfer, in compliance with the provisions hereof, the Partnership shall issue a new certificate representing one or more Units to the Person entitled thereto, cancel

the old certificate and record the transaction upon its books. Subject to the provisions of this Agreement, the General Partner may prescribe such additional rules and regulations as it may deem appropriate relating to the issue, Transfer and

registration of Units.

Section 3.07 Negative Capital Accounts. No Partner shall be required to pay to

any other Partner or the Partnership any deficit or negative balance which may exist from time to time in such Partner’s Capital Account (including upon and after dissolution of the Partnership).

Section 3.08 No Withdrawal. No Person shall be entitled to withdraw any part of such Person’s Capital Contribution or

Capital Account or to receive any Distribution from the Partnership, except as expressly provided in this Agreement.

Section 3.09

Loans From Partners. Loans by Partners to the Partnership shall not be considered Capital Contributions. Subject to the provisions of Section 3.01(c), the amount of any such advances shall be a debt of the

Partnership to such Partner and shall be payable or collectible in accordance with the terms and conditions upon which such advances are made.

Section 3.10 Equity Plans. Nothing in this Agreement shall be construed or applied to preclude or restrain the General Partner or

the Corporation from adopting, modifying or terminating an Equity Plan for the benefit of employees, directors or other business associates of the Corporation, the Partnership or any of their respective Affiliates or from issuing shares of

Class A Common Stock pursuant to any such plans. The Corporation may implement such Equity Plans and any actions taken under such Equity Plans (such as the grant or exercise of options to acquire shares of Class A Common Stock, or the

issuance of Unvested Corporate Shares), whether taken with respect to or by an employee or other service provider of the Corporation, the Partnership or its Subsidiaries, in a manner determined by the Corporation, in accordance with the Policy

Regarding Certain Equity Issuances attached to this Agreement as Exhibit C, which may be amended by the Corporation from time to time without the consent or approval of any Partner or any other Person. The Partners acknowledge and agree that,

in the event that any such plan is adopted, modified or terminated by the Corporation or the General Partner, amendments to this Agreement (including Exhibit C) may become necessary or advisable and that any approval or consent to any such

amendments shall be deemed granted by the General Partner without the requirement of any further consent or acknowledgement of any other Partner or other Person. In the event of such an amendment by the General Partner, the Partnership shall provide

notice of such amendment to the Partners. The Partnership is expressly authorized to issue Units (i) in accordance with the terms of any such Equity Plan, or (ii) in an amount equal to the number of shares of Class A Common Stock

issued pursuant to any such Equity Plan, without any further act, approval or vote of any Partner or any other Persons. For the avoidance of doubt, cash payments made by the Partnership or the Corporation in respect of dividend equivalent rights or

similar rights granted under any Equity Plan or pursuant to the Contribution Agreement shall not be treated as Distributions for purposes of this Agreement.

Section 3.11 Dividend Reinvestment Plan, Cash Option Purchase Plan, Stock Incentive Plan or Other Plan. Except as may

otherwise be provided in this Article III, all amounts received or deemed received by the Corporation in respect of any dividend reinvestment plan, cash option purchase plan, Equity Plan or subscription plan or agreement, either

(a) shall be utilized by the Corporation to effect open market purchases of shares of Class A Common Stock, or (b) if the Corporation elects instead to issue new shares of Class A Common Stock with respect to such amounts, shall

be contributed by the Corporation to the Partnership in exchange for additional Common Units. Upon such contribution, the Partnership will issue to the Corporation a number of Common Units equal to the number of new shares of Class A Common

Stock so issued.

ARTICLE IV.

DISTRIBUTIONS

Section 4.01

Distributions.

(a) Distributable Cash; Other Distributions. To the extent permitted by applicable Law and hereunder,

and subject to the prior payment of all Series D Accrued Distributions pursuant to Section 4.01(d), all Series B Accrued Distributions pursuant to Section 4.01(c) and any then-required redemption,

repurchase or acquisition payments in respect of the Series D Preferred Units and the Series B Preferred Units pursuant to Section 3.05, Distributions to Limited Partners may be declared by the General Partner out of

Distributable Cash or other funds or property legally available therefor in such amounts and on such terms (including the payment dates of such Distributions) as the General Partner shall determine using such record date as the General Partner may

designate; such Distributions shall be made to the Limited Partners (other than the Corporation in respect of any Series B Preferred Units or Series D Preferred Units) as of the close of business on such record date on a pro rata basis in accordance

with each Limited Partner’s Common Unit Percentage Interest as of the close of business on such record date; provided, however, that the General Partner shall have the obligation to make Distributions as set forth in

Section 4.01(b), Section 4.01(c), Section 4.01(d) and Section 14.02; and provided further that, notwithstanding any other provision herein

to the contrary, no Distributions shall be made to any Limited Partner to the extent such Distribution would violate Section 15309 of the Delaware Act. Notwithstanding anything to the contrary in this Section 4.01, the

Partnership may make cash payments in respect of dividend equivalent rights or similar rights granted under any Equity Plan or pursuant to the Contribution Agreement at any time and from time to time, and such payments shall not be treated as

Distributions for purposes of this Section 4.01 and shall not be subject to the priority or other requirements set forth in this Section 4.01. Promptly following the designation of a record date

and the declaration of a Distribution pursuant to this Section 4.01(a), the General Partner shall give notice to each Limited Partner of the record date, the amount and the terms of the Distribution and the payment date

thereof. Notwithstanding anything to the contrary in this Section 4.01(a), (i) the Partnership shall not make a distribution (other than Tax Distributions under Section 4.01(b)) to any Partner in respect of any Common Units which remain

subject to vesting conditions in accordance with any applicable Equity Plan or individual award agreement and (ii) with respect to any amounts that would otherwise have been distributed to a Partner but for the preceding clause (i), such amount

shall be held in trust by the Partnership for the benefit of such Partner unless and until such time as such Common Units have vested in accordance with the applicable Equity Plan or individual award agreement, and within five (5) Business Days

of such time, the Partnership shall distribute such amounts to such Partner.

(b) Tax Distributions.

(i) With respect to each Fiscal Year, the Partnership shall, to the extent it has Distributable Cash and is permitted by

applicable Law or current or future debt agreements, make cash distributions (“Tax Distributions”) as follows:

(A) to the Corporation at such times and in such amounts as the General Partner reasonably determines is necessary to enable

the Corporation to

timely satisfy all of its U.S. federal, state and local tax liabilities with respect to any items of income and gain allocated to the Corporation with respect to the Series B Preferred Units and

Series D Preferred Units for any Fiscal Year or Fiscal Quarter; provided, that (I) in no circumstance shall the amounts distributed pursuant to this Section 4.01(b)(i)(A) exceed the Corporation’s actual tax liabilities and

(II) the amounts distributable to the Corporation pursuant to this Section 4.01(b)(i)(A) shall be reduced, in the sole discretion of the General Partner, to the extent the amount distributable to the Corporation pursuant to

Section 4.01(b)(i)(B) exceeds the Corporation’s actual tax obligations with respect to income and gain allocated to the Corporation with respect to the Series B Preferred Units, Series D Preferred Units and Common Units; and

(B) to each Partner in an amount equal to such Partner’s Tax Distribution Amount; provided, that to the extent a

Partner otherwise would be entitled to receive less than its Common Unit Percentage Interest of the aggregate Tax Distributions to be paid to all Partners pursuant to this Section 4.01(b)(i)(B), the Tax Distributions to be distributed to such

Partner pursuant to this Section 4.01(b)(i)(B) shall be increased to ensure that all Tax Distributions made pursuant to this Section 4.01(b)(i)(B) are made pro rata in accordance with the Partners’ respective Common Unit Percentage

Interests; provided further that, notwithstanding anything to the contrary, to the extent an immaterial portion of any Tax Distribution to any Partner determined in accordance with this Section 4.01(b)(i)(B) would have the effect of

resulting in a material amount of excess Tax Distributions to the Corporation pursuant to this Section 4.01(b)(i)(B), in each case, as determined by the General Partner in its sole discretion, the Partnership shall be permitted to adjust Tax

Distributions pursuant to this Section 4.01(b)(i)(B) to minimize such excess Tax Distributions to the Corporation.

(ii) Tax Distributions pursuant to Section 4.01(b) shall be estimated by the Partnership on a

quarterly basis and, to the extent feasible, shall be distributed to the Partners (together with a statement showing the calculation of such Tax Distribution and an estimate of the Partnership’s net taxable income allocable to each Partner for

such period) on a quarterly basis on April 15th, June 15th, September 15th and December 15th (or such other dates for which corporations or individuals are required to make quarterly estimated tax payments for U.S. federal income tax purposes, whichever is earlier) (each, a

“Quarterly Tax Distribution”); provided, that the foregoing shall not restrict the Partnership from making a Tax Distribution on any other date as the Partnership determines is necessary to enable the Partners to

timely make estimated income tax payments. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Partnership for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax

Distributions shall be made for each Fiscal Year after the allocation of the Partnership’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Partner received for such Fiscal Year based

on such final accounting shall promptly be distributed to such Partner. Notwithstanding anything to the contrary in this Agreement, (A) any excess Tax Distributions a Partner receives with respect to any Fiscal Year shall reduce future Tax

Distributions otherwise required to be made to such Partner with respect to any

subsequent Fiscal Year, (B) Tax Distributions shall not be treated as an advance on any Distributions pursuant to Section 4.01(a), (C) subject to and in accordance with the definition

of Tax Distribution Amount, each Partner shall be entitled to Tax Distributions pursuant to Section 4.01(b)(i)(B) only to the extent such Partner’s Assumed Tax Liability exceeds the cumulative Distributions made to such Partner with

respect to Common Units after the Effective Date pursuant to Section 4.01(a) and 4.01(b) and (D) the General Partner shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to the

Partners’ Tax Distributions to take into account increases or decreases in the number of Common Units held by each Partner during the relevant taxable period or portion thereof; provided that, any such equitable adjustments with respect

to Tax Distribution described in Section 4.01(b)(i)(B) are made in a manner that results in such Tax Distributions being made pro rata in proportion to the Partners’ respective Common Unit Percentage Interests for any relevant

taxable period or portion thereof in accordance with Section 4.01(b)(i)(B).

(iii) If, on the date of a Tax

Distribution, there is insufficient Distributable Cash on hand to distribute to the Partners the full amount of the Tax Distributions to which such Partners are otherwise entitled, Tax Distributions pursuant to this

Section 4.01(b) shall be made to the extent of available funds, (A) first to the Corporation pursuant to Section 4.01(b)(i)(A), (B) second to the Corporation to satisfy its actual tax liabilities with respect to

its Common Units to the extent the Corporation does not have sufficient cash to fund such tax liabilities and (C) thereafter to the Partners pursuant to Section 4.01(b)(i)(B) in accordance with their Common Unit Percentage Interests;

provided, that the Corporation’s share of Tax Distributions pursuant to this clause (C) shall be reduced by the amount of Tax Distributions the Corporation received pursuant to the immediately preceding clause (B) for the relevant

period. As soon as the Partnership has sufficient Distributable Cash, the Partnership shall make Tax Distributions in accordance with Section 4.01(b)(i) to pay the remaining portion of the Tax Distributions to which such

Partners are otherwise entitled.

(iv) In the event of any audit by, or similar event with, a taxing authority that affects

the calculation of any Partner’s Tax Distribution for any Taxable Year (other than an audit conducted pursuant to the Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations

promulgated thereunder), or in the event the Partnership files an amended tax return or administrative adjustment requests, each Partner’s Tax Distribution with respect to such year shall be recalculated by giving effect to such event (for the

avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Partners and former Partners received for the relevant Taxable Years based on such recalculated Tax Distribution promptly shall be

distributed to such Partners and the successors of such former Partners in accordance with the applicable Partners’ and former Partners’ Percentage Interests at the time of such shortfalls, except, for the avoidance of doubt, to the

extent Distributions were made to such Partners and former Partners pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall.

Section 4.01, but subject to Section 4.02 and prior to making any Distributions to the Limited Partners pursuant to Section 4.01(a) (other than Tax Distributions under

Section 4.01(b)), with respect to each outstanding Series B Preferred Unit, Distributions shall accrue on the Series B Stated Value at the Series B Annual Rate and shall be cumulative and accrue daily from and after the

date of issuance of such Series B Preferred Unit, whether or not the Partnership has Distributable Cash legally available to make payment thereof (such accrued and accumulated Distributions, the “Series B Accrued

Distributions”). The Series B Accrued Distributions shall be payable in cash to the Corporation, as the holder of the Series B Preferred Units, only to the extent that, and immediately prior to the time at which, an equivalent amount

of cash dividends is declared and paid by the Corporation with respect to the corresponding shares of Series B Preferred Stock pursuant to the Corporate Charter. Once a Distribution has been made under this Section 4.01(c)

in respect of a Series B Accrued Distribution, the amount of Series B Accrued Distributions shall be reduced by the amount of such Distribution.

(d) Series D Preferred Distributions. Notwithstanding any other provision of this Section 4.01, but

subject to Section 4.02 and prior to making any Distributions to the Limited Partners pursuant to Section 4.01(a) or Section 4.01(c) (in each case other than Tax

Distributions under Section 4.01(b)), with respect to each outstanding Series D Preferred Unit, Distributions shall accrue on the Series D Stated Value at the Series D Annual Rate and shall be cumulative and accrue daily

from and after the date of issuance of such Series D Preferred Unit, whether or not the Partnership has Distributable Cash legally available to make payment thereof (such accrued and accumulated Distributions, the “Series D Accrued

Distributions”). The Series D Accrued Distributions shall be payable in cash to the Corporation, as the holder of the Series D Preferred Units, only to the extent that, and immediately prior to the time at which, an equivalent amount

of cash dividends is declared and paid by the Corporation with respect to the corresponding shares of Series D Preferred Stock pursuant to the Corporate Charter. Once a Distribution has been made under this Section 4.01(d)

in respect of a Series D Accrued Distribution, the amount of Series D Accrued Distributions shall be reduced by the amount of such Distribution. Notwithstanding any other provision of this Agreement, if the Partnership has not redeemed all of the

outstanding Series D Preferred Units prior to the Series D Dividend Cutoff Date, the Partnership shall not declare, pay or set aside any Distributions with respect to any Common Units or Series B Preferred Units (other than Tax Distributions under

Section 4.01(b)) until all of the outstanding Series D Preferred Units have been redeemed and the Corporation has received the Series D Minimum Return with respect thereto.

Section 4.02 Restricted Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Partnership

shall not make any Distribution to any Partner on account of any Limited Partner Interest if such Distribution would violate any applicable Law or the terms of the Credit Agreement or other debt financing of the Partnership or its Subsidiaries.

ARTICLE V.

CAPITAL ACCOUNTS; ALLOCATIONS; TAX MATTERS

Section 5.01 Capital Accounts.

(a) The Partnership shall maintain a separate Capital Account for each Partner according to the rules of Treasury Regulations Section 1.704-1(b)(2)(iv). For this purpose, the Partnership may (in the discretion of the General Partner), upon the occurrence of the events specified in Treasury Regulations

Section 1.704-1(b)(2)(iv)(f) and Treasury Regulations Section 1.704-1(b)(2)(iv)(g), increase or decrease the Capital Accounts in accordance with the rules of

such Treasury Regulations to reflect a revaluation of Partnership property. The Capital Account balance of each of the Partners as of the date hereof, as adjusted in accordance with Treasury Regulations

Section 1.704-1(b)(2)(iv)(f), is its respective “Contribution Closing Capital Account Balance” set forth in the books and records of the Partnership.

(b) The Capital Account of each Partner shall be increased by (i) the amount of any cash and the fair market value of any property

contributed to the Partnership by such Partner (net of any liability secured by such contributed property that the Partnership is considered to assume or take subject to); and (ii) the amounts of Profit allocated to such Partner pursuant to

Section 5.02 and any items in the nature of income or gain that are specially allocated to such Partner pursuant to Section 5.03. The Capital Account of each Partner shall be reduced by

(i) the amount of any cash and the fair market value of any property distributed to such Partner by the Partnership (net of liabilities secured by such distributed property that such Partner is considered to assume or take subject to); and

(ii) the amounts of Loss allocated to such Partner pursuant to Section 5.02 and any items in the nature of loss or deduction that are specially allocated to such Partner pursuant to

Section 5.03. The Capital Account of each Partner shall otherwise be adjusted in accordance with the rules set forth in Treasury Regulations Section 1.704-1(b)(2)(iv). If any

property other than cash is distributed to a Partner, the Capital Account of such Partner shall be adjusted as if the property had instead been sold by the Partnership for a price equal to its fair market value, and the proceeds thereafter

distributed to such Partner. Upon the issuance of any Management Contribution Earn Out Units, the parties intend that the allocations and capital maintenance rules shall be governed under Treasury Regulations

Section 1.704-3 with adjustments being made in accordance with principles similar to those set forth in Treasury Regulations Section 1.704-1(b)(2)(iv)(s) and

consistent with the principles of Section 704(c) of the Code and the Treasury Regulations thereunder in order to effectuate the Partners’ agreed upon economic sharing of items within the Partnership.

(c) For purposes of computing the amount of any item of Profit or Loss, the determination, recognition and classification of any such item

shall be the same as its determination, recognition and classification for U.S. federal income tax purposes (including any method of depreciation, cost recovery or amortization used for this purpose); provided, however, that:

(i) the computation of all items of income, gain, loss and deduction shall include those items described in Code

Section 705(a)(l)(B) or Code Section 705(a)(2)(B) and Treasury Regulations Section 1.704-1(b)(2)(iv)(i), without regard to the fact that such items are not includable in gross income or are not

deductible for U.S. federal income tax purposes;

(ii) if the Book Value of any Partnership property is adjusted pursuant to

Treasury Regulations Section 1.704-1(b)(2)(iv)(e) or (f), the amount of such adjustment shall be taken into account as gain or loss from the disposition of such property;

(iii) items of income, gain, loss or deduction attributable to the disposition of Partnership property having a Book Value that

differs from its adjusted basis for tax purposes shall be computed by reference to the Book Value of such property;

(iv)

in lieu of depreciation, amortization and other cost recovery deductions (excluding depletion with respect to a Depletable Property), there shall be taken into account depreciation for such Taxable Year or other Fiscal Period;

(v) to the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Sections 732(d), 734(b) or

743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be

treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis);

(vi) Simulated Gains with respect to Depletable Properties shall be taken into account in lieu of actual gains on such

Depletable Properties; and

(vii) items specifically allocated under Section 5.03 shall be

excluded.

Section 5.02 Book Allocations. After giving effect to the allocations in Section 5.03, Profits and Losses

(and, to the extent necessary, individual items of income, gain, loss, deduction or credit) of the Partnership for each Taxable Year (or portion thereof) shall be allocated among the Partners in a manner such that the Capital Account of each

Partner, immediately after making such allocation, is, as nearly as possible, equal to (i) the distributions that would be made to such Partner pursuant to Section 14.02(d) if the Partnership were dissolved, its affairs wound up and its

assets sold for cash equal to their Book Value, all Partnership liabilities were satisfied (limited with respect to each nonrecourse liability to the Book Value of the assets securing such liability), and the net assets of the Partnership were

distributed, in accordance with Section 14.02(d), to the Partnership immediately after making such allocation, minus (ii) such Partner’s share of Partnership Minimum Gain and Partner Minimum Gain, computed immediately prior to the

hypothetical sale of assets. Notwithstanding the foregoing, the General Partner may make allocations it (acting reasonably and in good faith) deems necessary to give economic effect to the provisions in this Agreement and to properly reflect each

Partner’s “interest in the partnership” within the meaning of Treasury Regulations Section 1.704-1(b)(3).

Section 5.03 Regulatory and Special Allocations.

(a) Partner nonrecourse deductions (as defined in Treasury Regulations Section 1.704-2(i)(2))

attributable to partner nonrecourse debt (as defined in Treasury Regulations Section 1.704-2(b)(4)) shall be allocated in the manner required by Treasury Regulations

Section 1.704-2(i). If there is a net decrease during a Taxable Year in Partner Minimum Gain, Profits for such Taxable Year (and, if necessary, for subsequent Taxable Years) shall be allocated to the

Partners in the amounts and of such character as determined according to Treasury Regulations Section 1.704-2(i)(4). This Section 5.03(a) is intended to comply with the minimum

gain chargeback requirements set forth in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(b) Nonrecourse deductions (as determined according to Treasury Regulations

Section 1.704-2(b)(1)) for any Taxable Year shall be allocated pro rata among the Partners in accordance with their Percentage Interests. Except as otherwise provided in Treasury Regulations Section 1.704-2(f), if there is a net decrease in the Partnership Minimum Gain during any Taxable Year, each Partner shall be allocated Profits for such Taxable Year (and, if necessary, for subsequent Taxable

Years) in the amounts and of such character as determined according to Treasury Regulations Section 1.704-2(g). This Section 5.03(b) is intended to be a minimum gain chargeback

provision that complies with the requirements of Treasury Regulations Section 1.704-2(f), and shall be interpreted in a manner consistent therewith.

(c) If any Partner that unexpectedly receives an adjustment, allocation or Distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6) has an Adjusted Capital Account Deficit as of the end of any Taxable Year, computed after the application of Section 5.03(a) and

5.03(b) but before the application of any other provision of this Article V, then Profits for such Taxable Year shall be allocated to such Partner in proportion to, and to the extent of, such Adjusted Capital Account Deficit. This

Section 5.03(c) is intended to be a qualified income offset provision as described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted in a manner

consistent therewith.

(d) If any Partner has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of

(i) the amount such Partner is obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each

such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this provision shall be made only if and to the extent that such Partner

would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Agreement have been made as if Section 5.03(c) and this Section 5.03(d) were not in the Agreement.

(e) If the allocation of Losses to a Partner as provided in Section 5.02 would create or increase an Adjusted

Capital Account Deficit, there shall be allocated to such Partner only that amount of Losses as will not create or increase an Adjusted Capital Account Deficit. The Losses that would, absent the application of the preceding sentence, otherwise be

allocated to such Partner shall be allocated to the other Partners in accordance with their relative Percentage Interests, subject to this Section 5.03(e).

(f) Profits and Losses described in Section 5.01(b) shall be allocated in a manner consistent with the manner that

the adjustments to the Capital Accounts are required to be made pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(j) and (m).

(g) Simulated Depletion for each Depletable Property and Simulated Loss upon the disposition

of a Depletable Property shall be allocated among the Partners in proportion to their shares of the Simulated Basis in such property.

(h)

The allocations set forth in Section 5.03(a) through and including Section 5.03(e) (the “Regulatory Allocations”) are intended to comply with certain requirements of

Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations. The Regulatory Allocations may not be consistent with the manner in which the Partners intend to allocate

Profits and Losses of the Partnership or make Distributions. Accordingly, notwithstanding the other provisions of this Article V, but subject to the Regulatory Allocations, income, gain, deduction and loss shall be reallocated among the

Partners so as to eliminate the effect of the Regulatory Allocations and thereby cause the respective Capital Accounts of the Partners to be in the amounts (or as close thereto as possible) they would have been if Profits and Losses (and such other

items of income, gain, deduction and loss) had been allocated without reference to the Regulatory Allocations. If in any Taxable Year or other Fiscal Period there is a decrease in Partnership Minimum Gain, or in Partner Minimum Gain, and application

of the minimum gain chargeback requirements set forth in Section 5.03(a) or Section 5.03(b) would cause a distortion in the economic arrangement among the Partners, the Partners may, if they do not

expect that the Partnership will have sufficient other income to correct such distortion, request the Internal Revenue Service to waive either or both of such minimum gain chargeback requirements. If such request is granted, this Agreement shall be

applied in such instance as if it did not contain such minimum gain chargeback requirement.

Section 5.04 Tax Allocations.

(a) The income, gains, losses, deductions and credits of the Partnership will be allocated, for U.S. federal (and applicable state and

local) income tax purposes, among the Partners in accordance with the allocation of such income, gains, losses, deductions and credits among the Partners for computing their Capital Accounts; provided, that if any such allocation is not

permitted by the Code or other applicable Law, the Partnership’s subsequent income, gains, losses, deductions and credits will be allocated among the Partners so as to reflect as nearly as possible the allocation set forth herein in computing

their Capital Accounts.

(b) Cost and percentage depletion deductions with respect to each Depletable Property shall be computed

separately by the Partners rather than the Partnership. For purposes of such computations, the U.S. federal income tax basis of each Depletable Property shall be allocated to each Partner in accordance with such Partner’s Percentage Interest

as of the time such Depletable Property is acquired by the Partnership, and shall be reallocated among the Partners in accordance with such Partner’s Percentage Interest as determined immediately following the occurrence of an event giving

rise to an adjustment to the Book Values of the Partnership’s Depletable Properties pursuant to the definition of Book Value (or at the time of any material additions to the U.S. federal income tax basis of such Depletable Property). Such

allocations are intended to be applied in accordance with the “partners’ interests in partnership capital” under Section 613A(c)(7)(D) of the Code; provided that the Partners understand and agree that the General

Partner may authorize special allocations of tax basis, income, gain, deduction or loss, as computed for U.S. federal income tax purposes, in order to eliminate differences between Simulated Basis and adjusted U.S. federal income tax basis with

respect to Depletable Properties, in such manner as determined consistent with the principles of Section 704(c) of the Code, the Treasury Regulations thereunder and the portions of the Treasury Regulations under Section 704(b) that apply

the principles of Section 704(c), using the “remedial method”, as described in Treasury Regulations Section 1.704-3(d).

Disposition of Depletable Property, the amount realized from such Disposition shall be allocated (i) first, to the Partners in an amount equal to the Simulated Basis in such Depletable Property and in the same proportion as their shares thereof

were allocated and (ii) second, any remaining amount realized shall be allocated consistent with the allocation of Simulated Gains; provided, however, that the Partners understand and agree that the General Partner may

authorize special allocations of tax basis, income, gain, deduction or loss, as computed for U.S. federal income tax purposes, in order to eliminate differences between Simulated Basis and adjusted U.S. federal income tax basis with respect

to Depletable Properties, in such manner as determined consistent with the principles of Section 704(c) of the Code, the Treasury Regulations thereunder and the portions of the Treasury Regulations under Section 704(b) that apply the

principles of Section 704(c), using the “remedial method”, as described in Treasury Regulations Section 1.704-3(d). The provisions of this Section 5.04(c) and

the other provisions of this Agreement relating to allocations under Section 613A(c)(7)(D) of the Code are intended to comply with Treasury Regulations Section 1.704-1(b)(4)(v) and shall be

interpreted and applied in a manner consistent with such Treasury Regulations.

(d) Each Partner shall, in a manner consistent with this

Article V, separately keep records of its share of the adjusted tax basis in each Depletable Property, adjust such share of the adjusted tax basis for any cost or percentage depletion allowable with respect to such property and use such

adjusted tax basis in the computation of its cost depletion or in the computation of its gain or loss on the disposition of such property by the Partnership. Upon the request of the Partnership, each Partner may advise the Partnership of its

adjusted tax basis in each Depletable Property and any depletion computed with respect thereto, both as computed in accordance with the provisions of this subsection. The Partnership may rely on such information and, if it is not provided by the

Partner, may make such reasonable assumptions as it shall determine with respect thereto.

(e) Items of Partnership taxable income, gain,

loss and deduction with respect to any property contributed to the capital of the Partnership shall be allocated among the Partners in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such

property to the Partnership for U.S. federal income tax purposes and its Book Value using any method permitted under applicable Law with such choice of method to be determined in the discretion of the Partnership; provided that, with respect to any

assets contributed or deemed contributed to the Partnership by Whitehawk Minerals LLC on or prior to the Effective Date, the Partnership shall utilize the traditional method with curative allocations limited to gain from the sale of such assets as

described in Treasury Regulations Section 1.704-3(c)(3)(iii)(B).

(f) If the Book Value of

any Partnership asset is adjusted pursuant to Section 5.01(b), subsequent allocations of items of taxable income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted

basis of such asset for U.S. federal income tax purposes and its Book Value using any method permitted under applicable Law with such choice of method to be determined in the discretion of the Partnership.

(g) If, as a result of an exercise of a noncompensatory option to acquire an interest in the

Partnership, a Capital Account reallocation is required under or, with respect to the issuance of Management Contribution Earn Out Units, is necessary in accordance with principles similar to those under, Treasury Regulations Section 1.704-1(b)(2)(iv)(s)(3), the Partnership shall make corrective allocations pursuant to Treasury Regulations Section 1.704-1(b)(4)(x), in each case, as

reasonably determined by the General Partner.

(h) Allocations of tax credits, tax credit recapture, and any items related thereto shall

be allocated to the Partners pro rata as determined by the General Partner taking into account the principles of Treasury Regulations Section 1.704-1(b)(4)(ii).

(i) Unless otherwise determined by the General Partner pursuant to this Section 5.04(i), for purposes of determining a Partner’s

pro rata share of the Partnership’s “excess nonrecourse liabilities” within the meaning of Treasury Regulations Section 1.752-3(a)(3), each Partner’s interest in income and gain

shall be in proportion to its Common Unit Percentage Interests; provided that, notwithstanding the foregoing, the General Partner may determine, in its reasonable discretion, an alternative methodology for determining the allocation of

“excess nonrecourse liabilities” of the Partnership (within the meaning of Regulations Section 1.752-3(a)(3)) among the Partners for purposes of Treasury Regulations Section 1.752-3(b); provided, however, that in exercising its discretion, the General Partner shall (A) treat each Partner equitably and (B) use commercially reasonable efforts to

minimize, to the extent possible, (1) the amount of any gain, including any gain under Section 731(a) of the Code recognized by a Partner due to deemed distributions under Section 752(b) of the Code, and (2) any limitation on the

allowance of Partnership losses under Section 704(d) of the Code due to a Partner having insufficient basis in its Units to claim its distributive share of losses of the Partnership, provided that such efforts shall not require the Partnership

to incur additional liabilities.

(j) Allocations pursuant to this Section 5.04 are solely for purposes of U.S.

federal (and applicable state and local) income taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Profits, Losses, Distributions or other Partnership items pursuant to any

provision of this Agreement.

Section 5.05 Withholding; Indemnification and Reimbursement for Payments on Behalf of a

Partner. The Partnership and its Subsidiaries may withhold from distributions, allocations or portions thereof if it is required to do so by any applicable Law, and each Partner hereby authorizes the Partnership and its Subsidiaries to withhold

or pay on behalf of or with respect to such Partner any amount of U.S. federal, state, or local or non-U.S. taxes that the General Partner determines, in good faith, that the Partnership or any of its

Subsidiaries is required to withhold or pay with respect to any amount distributable or allocable to such Partner pursuant to this Agreement. In addition, if the Partnership is obligated to pay any other amount to a Governmental Entity (or otherwise

makes a payment to a Governmental Entity) that is specifically attributable to a Partner (including U.S. federal income taxes, additions to tax, interest and penalties as a result of Partnership obligations pursuant to the Partnership Audit

Provisions with respect to items of income, gain, loss deduction or credit allocable or attributable

to such Partner, federal withholding taxes, state personal property taxes and state unincorporated business taxes, but excluding payments such as professional association fees and the like made

voluntarily by the Partnership on behalf of any Partner based upon such Partner’s status as an employee of the Partnership), then such tax shall be treated as an amount of taxes withheld or paid with respect to such Partner pursuant to this

Section 5.05. For all purposes under this Agreement, any amounts withheld or paid with respect to a Partner pursuant to this Section 5.05 shall be treated as having been distributed to such Partner

at the time such withholding or payment is made. Further, to the extent that the cumulative amount of such withholding or payment for any period exceeds the Distributions to which such Partner is entitled for such period, such Partner shall

indemnify the Partnership in full for the amount of such excess. The General Partner may offset Distributions to which a Person is otherwise entitled under this Agreement against such Person’s obligation to indemnify the Partnership under this

Section 5.05. A Partner’s obligation to indemnify the Partnership under this Section 5.05 shall survive the termination, dissolution, liquidation and winding up of the Partnership, and for

purposes of this Section 5.05, the Partnership shall be treated as continuing in existence. The Partnership may pursue and enforce all rights and remedies it may have against each Partner under this

Section 5.05, including instituting a lawsuit to collect amounts owed under such indemnity with interest accruing from the date such withholding or payment is made by the Partnership at a rate per annum equal to the sum of

the Base Rate (but not in excess of the highest rate per annum permitted by Law). Any income from such indemnity (and interest) shall not be allocated to or distributed to the Partner paying such indemnity (and interest). Each Partner hereby agrees

to furnish to the Partnership such information and forms as required or reasonably requested in order to comply with any laws and regulations governing withholding of tax or in order to claim any reduced rate of, or exemption from, withholding to

which the Partner is legally entitled.

ARTICLE VI.

MANAGEMENT

Section 6.01

Authority of General Partner.

(a) Except for situations in which the approval of any Limited Partner(s) is specifically required

by this Agreement, (i) all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner and (ii) the General Partner shall conduct, direct and exercise full control over all

activities of the Partnership. Except as otherwise expressly provided for herein and subject to the other provisions of this Agreement, no Limited Partner has the right or power to participate in the management or affairs of the Partnership, nor

does any Limited Partner have the power to sign for or bind the Partnership or deal with third parties on behalf of the Partnership without the consent of the General Partner.

(b) The day-to-day business and operations of the Partnership

shall be overseen and implemented by officers of the Partnership (each, an “Officer” and collectively, the “Officers”), subject to the limitations imposed by the General Partner. An Officer may,

but need not, be a Partner or an officer of the Corporation. Each Officer shall be appointed by the General Partner and shall hold office until his or her successor shall be duly designated and shall qualify or until his or her death or until he

shall resign or shall have been removed in the manner hereinafter provided. Any one Person may hold more than one office. Subject to the other provisions in this Agreement (including in Section 6.06 below), the salaries or

other compensation, if any, of the

Officers of the Partnership shall be fixed from time to time by the General Partner. The authority and responsibility of the Officers shall include, but not be limited to, such duties as the

General Partner may, from time to time, delegate to them and the carrying out of the Partnership’s business and affairs on a day-to-day basis. An Officer may also

perform one or more roles as an officer of the General Partner. Subject to any agreement between the Corporation or the Partnership and an Officer regarding such Officer’s service or employment, the General Partner may remove any such Officer

from office at any time, with or without cause. If any vacancy shall occur in any office, for any reason whatsoever, then the General Partner shall have the right to appoint a new Officer to fill the vacancy.

(c) Subject to law applicable to the Corporation and the Partnership, the General Partner shall have the power and authority to effectuate the

sale, lease, transfer, exchange or other disposition of any, all or substantially all of the assets of the Partnership (including the exercise or grant of any conversion, option, privilege or subscription right or any other right available in

connection with any assets at any time held by the Partnership) or the merger, consolidation, reorganization or other combination of the Partnership with or into another entity.

(d) Notwithstanding any other provision of this Agreement, neither the General Partner nor any Officer authorized by the General Partner shall

have the authority, on behalf of the Partnership, either directly or indirectly, without the prior approval of each Partner, to take any action that would result in the failure of the Partnership to be taxable as a partnership for purposes of

federal income tax, or take any position inconsistent with treating the Partnership as a partnership for purposes of federal income tax, except as required by Law.

Section 6.02 Actions of the General Partner. The General Partner may act through any Officer or through any other Person or

Persons to whom authority and duties have been delegated pursuant to Section 6.06.

Section 6.03

Transfer and Withdrawal of General Partner.

(a) Except in connection with a General Partner Change of Control, the General Partner

shall not have the right to transfer or assign the General Partner Interest, and the General Partner shall not have the right to withdraw from the Partnership; provided, that, without the consent of any of the Limited Partners, the General

Partner may be reconstituted as or converted into a corporation, partnership or other form of entity (any such reconstituted or converted entity being deemed to be the General Partner for all purposes hereof) by merger, consolidation, conversion or

otherwise, or transfer or assign the General Partner Interest (in whole or in part) to one of its Affiliates that is a wholly owned Subsidiary of the Corporation so long as such other entity or Affiliate shall have assumed in writing the obligations

of the General Partner under this Agreement. In the event of an assignment or other transfer of all of the General Partner Interest in accordance with this Section 6.03, such assignee or transferee shall be substituted in

the General Partner’s place as general partner of the Partnership in all respects under this Agreement and immediately thereafter the General Partner shall withdraw as a general partner of the Partnership (but shall remain entitled to

exculpation and indemnification pursuant to Section 6.07 and Section 7.04 with respect to events occurring on or prior to such date). The Corporation covenants that it shall not, directly or

indirectly, sell, transfer, assign or otherwise dispose of any equity interests in the General Partner to any Person other than a wholly owned

Subsidiary of the Corporation, unless such sale, transfer, assignment or disposition is made in connection with a General Partner Change of Control. The Corporation covenants that the General

Partner shall at all times be a direct or indirect wholly owned Subsidiary of the Corporation; any breach of this covenant shall constitute a General Partner Change of Control for purposes of this Agreement.

(b) Except as otherwise contemplated by Section 6.03(a), no assignee or transferee shall become the general partner

of the Partnership by virtue of such assignee’s or transferee’s receiving all or a portion of any interest in the Partnership from the General Partner or another assignee or transferee from the General Partner without the written consent

of all of the Partners to such substitution, which consent may be given or withheld, or made subject to such conditions as each Partner deems appropriate in its sole discretion.

(c) Vacancies in the position of general partner of the Partnership occurring for any reason shall be filled by the Corporation (or, if the

Corporation has ceased to exist without any successor or assign, then by the holders of a majority in interest of the voting capital stock of the Corporation immediately prior to such cessation). For the avoidance of doubt, the Limited Partners

(other than the Corporation in its capacity as a Limited Partner) have no right under this Agreement to fill any vacancy in the position of general partner of the Partnership.

(d) The Corporation covenants that it shall not, directly or indirectly, sell, transfer, assign or otherwise dispose of any equity interests

in the General Partner to any Person other than a wholly owned Subsidiary of the Corporation, unless such sale, transfer, assignment or disposition is made in connection with a General Partner Change of Control.

(e) The Corporation covenants that the General Partner shall at all times be a direct or indirect wholly owned Subsidiary of the Corporation;

any breach of this covenant shall constitute a General Partner Change of Control for purposes of this Agreement.

Section 6.04

Transactions Between Partnership and General Partner. The General Partner may cause the Partnership to contract and deal with the General Partner, or any Affiliate of the General Partner, provided such contracts and dealings are on

terms comparable to and competitive with those available to the Partnership from others dealing at arm’s length and are approved by (a) the Partners holding a majority of the Units (excluding Units held by the General Partner and its

controlled Affiliates) then outstanding and (b) a majority of the Independent Directors, and, in each case, otherwise are permitted by the Credit Agreement.

Section 6.05 Reimbursement for Expenses. The Limited Partners acknowledge and agree that the General Partner is and will continue

to be a wholly owned Subsidiary of the Corporation, whose Class A Common Stock is and will continue to be publicly traded, and therefore the General Partner and the Corporation will have access to the public capital markets and that such status

and the services performed by the General Partner and the Corporation, if any, will inure to the benefit of the Partnership and all Limited Partners; therefore, the Partnership shall pay for and reimburse, without duplication, the General Partner

and the Corporation amounts with respect to any fees, expenses and costs incurred by the General Partner or the Corporation on behalf of the Partnership, including all fees, expenses and costs of the Corporation being a public company (including

without limitation public reporting

obligations, proxy statements, stockholder meetings, stock exchange fees, transfer agent fees, legal fees, SEC and FINRA filing fees and offering expenses and any excise taxes imposed pursuant to

Section 4501 of the Code) and maintaining its corporate existence, it being acknowledged and agreed that such payments and reimbursements shall not be treated as Distributions. In the event that shares of Class A Common Stock are sold to

underwriters in the IPO (or in any Qualifying Offering) at a price per share that is lower than the price per share for which such shares of Class A Common Stock are sold to the public in the IPO (or in such subsequent Qualifying Offering, as

applicable) after taking into account underwriters’ discounts or commissions and brokers’ fees or commissions (such difference, the “Discount”) (i) the General Partner shall be deemed to have contributed to the

Partnership in exchange for newly issued Common Units the full amount for which such shares of Class A Common Stock were sold to the public and (ii) the Partnership shall be deemed to have paid the Discount as an expense. To the extent

practicable, expenses incurred by the General Partner or the Corporation on behalf of or for the benefit of the Partnership shall be billed directly to and paid by the Partnership. If and to the extent any advances or reimbursements to the General

Partner or the Corporation or any of their respective Affiliates by the Partnership pursuant to this Section 6.05 constitute gross income to such Person (as opposed to the repayment of advances made by such Person on behalf

of the Partnership), such amounts shall be treated as “guaranteed payments” within the meaning of Code Section 707(c) and shall not be treated as distributions for purposes of computing the Limited Partners’ Capital Accounts.

Section 6.06 Delegation of Authority. The General Partner (a) may, from time to time, delegate to one or more Persons

such authority and duties as the General Partner may deem advisable, and (b) may assign titles (including chief executive officer, president, chief financial officer, chief operating officer, vice president, secretary, assistant secretary,

treasurer or assistant treasurer) and delegate certain authority and duties to such Persons as the same may be amended, restated or otherwise modified from time to time, in each case subject to the terms of this Agreement. Any number of titles may

be held by the same individual. The salaries or other compensation, if any, of such agents of the Partnership shall be fixed from time to time by the General Partner, subject to the other provisions in this Agreement.

Section 6.07 Limitation of Liability of the General Partner.

(a) Except as otherwise provided herein or in an agreement entered into by such Person and the Partnership, neither the General Partner nor

any of the General Partner’s Affiliates shall be liable to the Partnership or to any Partner that is not the General Partner, in such Partner’s capacity as a partner of the Partnership, for any act or omission performed or omitted by the

General Partner in its capacity as the general partner of the Partnership pursuant to authority granted to the General Partner by this Agreement; provided, however, that, except as otherwise provided herein, such limitation of

liability shall not apply to the extent the act or omission was attributable to the General Partner’s bad faith, willful misconduct or violation of Law in which the General Partner acted with knowledge that its conduct was unlawful. The

General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and shall not be responsible for any misconduct or negligence on the

part of any such agent (so long as such agent was selected in good faith and with reasonable care). The General Partner shall be entitled to rely upon the advice of legal counsel, independent public accountants and other experts, including financial

advisors, and any act of or failure to act by the General Partner in good faith reliance on such advice shall in no event subject the General Partner to liability to the Partnership or any Partner that is not the General Partner.

(b) Whenever this Agreement or any other agreement contemplated herein provides that the

General Partner shall act in a manner which is, or provide terms which are, “fair and reasonable” to the Partnership or any Partner that is not the General Partner, the General Partner shall determine such appropriate action or provide

such terms considering, in each case, the relative interests of each party to such agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable United

States generally accepted accounting practices or principles.

the General Partner is permitted or required to take any action or to make a decision in its “sole discretion” with “complete discretion” or under a grant of similar authority or latitude, the General Partner shall be

entitled to consider such interests and factors as it desires, including its own interests, and shall, to the fullest extent permitted by applicable Law, have no duty or obligation to give any consideration to any interest of or factors affecting

the Partnership or other Partners.

(d) Whenever in this Agreement the General Partner is permitted or required to take any action or to

make a decision in its “reasonable discretion,” “good faith” or under another express standard, the General Partner shall act under such express standard and, to the fullest extent permitted by applicable Law, shall not be

subject to any other or different standards imposed by this Agreement or any other agreement contemplated herein, and, notwithstanding anything contained herein to the contrary, so long as the General Partner acts in good faith, the resolution,

action or terms so made, taken or provided by the General Partner shall not constitute a breach of this Agreement or any other agreement contemplated herein or impose liability upon the General Partner or any of the General Partner’s

Affiliates.

Section 6.08 Investment Company Act. The General Partner shall use its best efforts to ensure that the

Partnership shall not be subject to registration as an investment company pursuant to the Investment Company Act.

Section 6.09

Outside Activities of the Corporation and the General Partner. The Corporation shall not, and shall not cause or permit the General Partner to, directly or indirectly, enter into or conduct any business or operations, other than, as

applicable, in connection with (a) the ownership, acquisition and disposition of Common Units, (b) the management of the business and affairs of the Partnership and its Subsidiaries, (c) the operation of the Corporation as a reporting

company with a class (or classes) of securities registered under Section 12 of the Exchange Act and listed on a securities exchange, (d) the offering, sale, syndication, private placement or public offering of stock, bonds, securities or

other interests, (e) financing or refinancing of any type related to the Partnership, its Subsidiaries or their assets or activities, and (f) such activities as are incidental to the foregoing; provided, however, that, except as

otherwise provided herein, the net proceeds of any sale of Equity Securities of the Corporation pursuant to the preceding clauses (d) and (e) shall be made available to the Partnership as Capital Contributions and the proceeds of any other

financing raised by the Corporation pursuant to the

preceding clauses (d) and (e) shall be made available to the Partnership as loans or otherwise as appropriate and, provided further, that the Corporation may, in its sole and absolute

discretion, from time to time hold or acquire assets in its own name or otherwise other than through the Partnership and its Subsidiaries so long as the Corporation takes all necessary measures to ensure that the economic benefits and burdens of

such assets are otherwise vested in the Partnership or its Subsidiaries, through assignment, mortgage loan or otherwise. Nothing contained herein shall be deemed to prohibit the General Partner from executing any guarantee of indebtedness of the

Partnership or its Subsidiaries.

Section 6.10 Standard of Care. Except to the extent otherwise expressly set forth in this

Agreement, the General Partner shall, in connection with the performance of its duties in its capacity as the General Partner, have the same fiduciary duties to the Partnership and the Partners as would be owed to a Delaware corporation and its

stockholders by its directors, and shall be entitled to the benefit of the same presumptions in carrying out such duties as would be afforded to a director of a Delaware corporation (as such duties and presumptions are defined, described and

explained under the Laws of the State of Delaware as in effect from time to time). The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the General Partner

otherwise existing at law or in equity, are agreed by the Partners to replace, to the fullest extent permitted by applicable Law, such other duties and liabilities of the General Partner.

ARTICLE VII.

RIGHTS AND

OBLIGATIONS OF PARTNERS

Section 7.01 Limitation of Liability and Duties of Partners; Investment Opportunities.

(a) Except as provided in this Agreement or in the Delaware Act, no Partner (including the General Partner) shall be obligated personally for

any debt, obligation or liability solely by reason of being a Partner or acting as the General Partner of the Partnership; provided that, in the case of the General Partner, this sentence shall not in any manner limit the liability of any

Partner to the Partnership or any other Partner attributable to a breach by the such Partner of any terms of this Agreement. Notwithstanding anything contained herein to the contrary, the failure of the Partnership to observe any formalities or

requirements relating to the exercise of its powers or management of its business and affairs under this Agreement or the Delaware Act shall not be grounds for imposing personal liability on the Partners for liabilities of the Partnership.

(b) In accordance with the Delaware Act and the laws of the State of Delaware, a Partner may, under certain circumstances, be required to

return amounts previously distributed to such Partner. It is the intent of the Partners that no Distribution to any Partner pursuant to Article IV shall be deemed a return of money or other property paid or distributed in violation of the

Delaware Act. The payment of any such money or Distribution of any such property to a Partner shall be deemed to be a compromise within the meaning of Section 17-502(b) of the Delaware Act, and, to the

fullest extent permitted by Law, any Partner receiving any such money or property shall not be required to return any such money or property to the Partnership or any other Person. However, if any court of competent jurisdiction holds that,

notwithstanding the provisions of this Agreement, any Partner is obligated to make any such payment, such obligation shall be the obligation of such Partner and not of any other Partner.

Section 6.07 and except as set forth in Section 6.10, in each case with respect to the General Partner), to the extent that, at law or in equity, any Partner (or such Partner’s Affiliate or

any manager, managing member, general partner, director, officer, employee, agent, fiduciary or trustee of such Partner or of any Affiliate of such Partner (each Person described in this parenthetical, a “Related

Person”)) has duties (including fiduciary duties) to the Partnership, to another Partner (including the General Partner), to any Person who acquires an interest in a Limited Partner Interest or to any other Person

bound by this Agreement, but in each case other than any duties (including fiduciary duties) owed the Corporation and its stockholders, all such duties (including fiduciary duties) are hereby eliminated, to the fullest extent permitted by law, and

replaced with the duties or standards expressly set forth herein, if any. Such elimination of duties (including fiduciary duties) to the Partnership, each of the Partners (including the General Partner), each other Person who acquires an interest in

a Limited Partner Interest and each other Person bound by this Agreement and replacement thereof with the duties or standards expressly set forth herein, if any, are approved by the Partnership, each of the Partners (including the General Partner),

each other Person who acquires an interest in a Limited Partner Interest and each other Person bound by this Agreement.

(d)

Notwithstanding any duty (including any fiduciary duty) otherwise applicable at law or in equity, the doctrine of corporate opportunity, or any analogous doctrine, will not apply to any Partner (including the General Partner) or to any Related

Person of such Partner, and no Partner (or any Related Person of such Partner) that acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership or the Partners will have any

duty to communicate or offer such opportunity to the Partnership or the Partners, or to develop any particular investment, and such Person will not be liable to the Partnership or the Partners for breach of any fiduciary or other duty by reason of

the fact that such Person pursues or acquires for, or directs such opportunity to, another Person or does not communicate such investment opportunity to the Partners. Notwithstanding any duty (including any fiduciary duty) otherwise applicable at

law or in equity, neither the Partnership nor any Partner has any rights or obligations by virtue of this Agreement or the relationships created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the

pursuit of any such ventures outside the Partnership, even if competitive with the activities of the Partnership or the Partners, will not be deemed wrongful or improper.

Section 7.02 Lack of Authority. No Partner, other than the General Partner or a duly appointed Officer, in each case in its

capacity as such, has the authority or power to act for or on behalf of the Partnership, to do any act that would be binding on the Partnership or to make any expenditure on behalf of the Partnership. The Partners hereby consent to the exercise by

the General Partner of the powers conferred on them by Law and this Agreement.

Section 7.03 No Right of Partition. No

Partner, other than the General Partner, shall have the right to seek or obtain partition by court decree or operation of Law of any Partnership property, or the right to own or use particular or individual assets of the Partnership.

Section 7.04 Indemnification.

(a) Subject to Section 5.05, the Partnership hereby agrees to indemnify and hold harmless any Person (each an

“Indemnified Person”) to the fullest extent permitted under the Delaware Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement

only to the extent that such amendment, substitution or replacement permits the Partnership to provide broader indemnification rights than the Partnership is providing immediately prior to such amendment), against all expenses, liabilities and

losses (including attorneys’ fees, judgments, fines, excise taxes or penalties) reasonably incurred or suffered by such Person (or one or more of such Person’s Affiliates) by reason of the fact that such Person is or was a Partner or is

or was serving as the General Partner, Officer, employee or other agent of the Partnership or is or was serving at the request of the Partnership as a manager, officer, director, principal, member, employee or agent of another corporation,

partnership, joint venture, limited liability company, trust or other enterprise; provided, however, that no Indemnified Person shall be indemnified for any expenses, liabilities and losses suffered that are attributable to such

Indemnified Person’s or its Affiliates’ bad faith, willful misconduct or violation of Law in which such Indemnified Person acted with knowledge that its conduct was unlawful, or for any present or future breaches of any representations,

warranties, covenants or obligations by such Indemnified Person or its Affiliates contained herein or in the other agreements with the Partnership. Expenses, including attorneys’ fees, incurred by any such Indemnified Person in defending a

proceeding shall be paid by the Partnership in advance of the final disposition of such proceeding, including any appeal therefrom, upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if it shall ultimately

be determined that such Indemnified Person is not entitled to be indemnified by the Partnership.

(b) The right to indemnification and the

advancement of expenses conferred in this Section 7.04 shall not be exclusive of any other right which any Person may have or hereafter acquire under any statute, agreement, bylaw, action by the General Partner or

otherwise.

insurance, at its expense, to protect any Indemnified Person against any expense, liability or loss described in Section 7.04(a) whether or not the Partnership would have the power to indemnify such Indemnified Person

against such expense, liability or loss under the provisions of this Section 7.04. The Partnership shall use its commercially reasonable efforts to purchase and maintain property, casualty and liability insurance in types

and at levels customary for companies of similar size engaged in similar lines of business, as determined in good faith by the General Partner.

(d) If this Section 7.04 or any portion hereof shall be invalidated on any ground by any court of competent

jurisdiction, then the Partnership shall nevertheless indemnify and hold harmless each Indemnified Person pursuant to this Section 7.04 to the fullest extent permitted by any applicable portion of this

Section 7.04 that shall not have been invalidated and to the fullest extent permitted by applicable Law.

Section 7.05 Limited Partners’ Right to Act. For matters that require the

approval of the Limited Partners, the Limited Partners shall act through meetings and written consents as described in paragraphs (a), (b) and (c) below:

(a) Except as otherwise expressly provided by this Agreement, acts by the Limited Partners holding a majority of the outstanding Units, voting

together as a single class, shall be the acts of the Limited Partners. Any Limited Partner entitled to vote at a meeting of Limited Partners may authorize another person or persons to act for it by proxy. An electronic mail, telegram, telex,

cablegram or similar transmission by the Limited Partner, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Limited Partner shall (if stated thereon) be treated as a proxy executed in writing for purposes

of this Section 7.05(a). No proxy shall be voted or acted upon after eleven months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states

that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at

which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and

a majority do not agree on any particular issue, the Partnership shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to

such issue.

(b) The actions by the Limited Partners permitted hereunder may be taken at a meeting called by the General Partner or by the

Limited Partners holding a majority of the Units entitled to vote on such matter on at least 48 hours’ prior written notice to the other Limited Partners entitled to vote, which notice shall state the purpose or purposes for which such meeting

is being called. The actions taken by the Limited Partners entitled to vote or consent at any meeting (as opposed to by written consent), however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and

notice if (but not until), either before, at or after the meeting, the Limited Partners entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the

minutes thereof. The actions by the Limited Partners entitled to vote or consent may be taken by vote of the Limited Partners entitled to vote or consent at a meeting or by written consent, so long as such consent is signed by Limited Partners

having not less than the minimum number of Units that would be necessary to authorize or take such action at a meeting at which all Limited Partners entitled to vote thereon were present and voted. Prompt notice of the action so taken, which shall

state the purpose or purposes for which such consent is required and may be delivered via email, without a meeting shall be given to those Limited Partners entitled to vote or consent who have not consented in writing; provided,

however, that the failure to give any such notice shall not affect the validity of the action taken by such written consent. Any action taken pursuant to such written consent of the Limited Partners shall have the same force and effect as if

taken by the Limited Partners at a meeting thereof.

Section 7.06 Inspection Rights. The Partnership shall permit each Partner

and each of its designated representatives to visit and inspect (i) the books and records of the Partnership, including its partner ledger and a list of its Partners and (ii) the books and records of its Subsidiaries. The Partners have no

other inspection rights.

ARTICLE VIII.

BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 8.01 Records and Accounting. The Partnership shall keep, or cause to be kept, appropriate books and records with respect

to the Partnership’s business, including all books and records necessary to provide any information, lists and copies of documents required to be provided pursuant to Section 8.03 or pursuant to applicable Laws. All

matters concerning (a) the determination of the relative amount of allocations and Distributions among the Limited Partners pursuant to Articles III and IV and (b) accounting procedures and determinations, and other

determinations not specifically and expressly provided for by the terms of this Agreement, shall be determined by the General Partner, whose determination shall be final and conclusive as to all of the Limited Partners absent manifest clerical

error.

Section 8.02 Fiscal Year. The Fiscal Year of the Partnership shall end on December 31 of each year or such other

date as may be established by the General Partner; provided that the Partnership shall have the same Fiscal Year for accounting purposes as its Taxable Year for U.S. federal income tax purposes.

ARTICLE IX.

TAX MATTERS

Section 9.01 Preparation of Tax Returns. The General Partner shall arrange, at the Partnership’s expense, for the

preparation and timely filing of all tax returns required to be filed by the Partnership. The General Partner shall use commercially reasonable efforts to furnish, within two hundred and forty (240) days of the close of each Taxable Year, to

each Partner a completed IRS Schedule K-1 (and any comparable state income tax form) and such other information as is reasonably requested by such Partner relating to the Partnership that is necessary for such

Partner to comply with its tax reporting obligations. Subject to the terms and conditions of this Agreement and except as otherwise provided in this Agreement, in its capacity as Partnership Representative (as applicable), the General Partner shall

have the authority to prepare the tax returns of the Partnership using the elections set forth in Section 9.02 and such other permissible methods and elections as it determines in its reasonable discretion.

Section 9.02 Tax Elections. The Partnership shall and the General Partner shall use commercially reasonable efforts to cause each

eligible Subsidiary shall make an election pursuant to Section 754 of the Code (or any similar provisions of applicable state, local or foreign tax Law) and shall not thereafter revoke (or cause to revoke) such election. In addition, the

Partnership shall and the General Partner shall use commercially reasonable efforts to cause each eligible Subsidiary to make the following elections on the appropriate forms or tax returns:

(a) to adopt the calendar year as the Partnership’s Taxable Year, unless otherwise required by Section 706 of the Code;

(b) to adopt the accrual method of accounting for U.S. federal income tax purposes; and

Section 709(b).

Each Partner will upon request supply any information reasonably necessary to give proper effect to any such

elections.

Section 9.03 Tax Controversies. The General Partner shall cause the Partnership to take all necessary actions

required by Law to designate the Corporation as the “tax matters partner” of the Partnership within the meaning of Section 6231 of the Code (as in effect prior to repeal of such section pursuant to the Partnership Audit Provisions)

with respect any Taxable Year. The General Partner shall further cause the Partnership to take all necessary actions required by Law to designate the Corporation as the “partnership representative” of the Partnership as provided in

Section 6223(a) of the Code with respect to any Taxable Year of the Partnership, and the Corporation is hereby authorized to designate an individual to be the sole individual through which such entity “partnership representative”

shall act (in such capacities, including in similar capacities under analogous provisions of state or local Law, collectively, the “Partnership Representative”). The Partnership and the Partners shall

cooperate fully with each other and shall use reasonable best efforts to cause the Corporation (or its designated individual, as applicable) to become the Partnership Representative with respect to any taxable period of the Partnership

with respect to which the statute of limitations has not yet expired (and causing any tax matters partner, partnership representative or designated individual designated prior to the Effective Date to resign, be revoked or replaced, as applicable),

including (as applicable) by filing certifications pursuant to Treasury Regulation Section 301.6231(a)(7)-1(d) and completing IRS Form 8979 or any other form or certificate required pursuant to Treasury

Regulation Section 301.6223-1(e)(1). The Partnership Representative shall have the right and obligation to take all actions authorized and required, by the Code and Treasury Regulations (and analogous

provisions of state or local law) for the Partnership Representative and is authorized and required to represent the Partnership (at the Partnership’s expense) in connection with all examinations of the Partnership’s affairs by tax

authorities, including any resulting administrative and judicial proceedings, and to expend Partnership funds for professional services reasonably incurred in connection therewith. Each Partner agrees to cooperate with the Partnership and the

Partnership Representative and to do or refrain from doing any or all things reasonably requested by the Partnership or the Partnership Representative with respect to the conduct of such proceedings. Without limiting the generality of the foregoing,

with respect to any audit or other proceeding, the Partnership Representative shall be entitled to cause the Partnership (and any of its Subsidiaries) to make any available elections pursuant to Section 6226 of the Code (and similar provisions

of state, local and other Law), and the Partners shall cooperate to the extent reasonably requested by the Partnership in connection therewith. The Partnership shall reimburse the Partnership Representative for all reasonable out-of-pocket expenses incurred by the Partnership Representative, including reasonable fees of any professional attorneys, in carrying out its duties as the Partnership

Representative. The provisions of this Section 9.03 shall survive the transfer or termination of any Partner’s interest in any Units of the Partnership, the termination of this Agreement and the termination of the

Partnership, and shall remain binding on each Partner for the period of time necessary to resolve all tax matters relating to the Partnership.

ARTICLE X.

RESTRICTIONS ON TRANSFER OF UNITS

Section 10.01 Transfers by Partners. No holder of Units may Transfer any interest in any Units, except Transfers (a) pursuant

to and in accordance with Section 10.02 or (b) approved in writing by the General Partner. Notwithstanding the foregoing, this Article X shall not apply to any Redemption pursuant to

Section 11.01 or exchange pursuant to Section 11.03.

Section 10.02 Permitted

TransfersThe restrictions contained in Section 10.01 shall not apply to any Transfer (each, a “Permitted Transfer” and each such transferee, a “Permitted

Transferee”) (i) by a Limited Partner to a controlled Affiliate of such Limited Partner, (ii) by a Continuing Equity Owner to the direct holders of equity interests in such Continuing Equity Owner, and if any

such holder as of the date hereof is an Affiliate of a Continuing Equity Owner, to the direct holders of equity interests in such Affiliate as of the date hereof, (iii) to an Affiliate of, or a direct holder of equity interests in, any

Continuing Equity Owner, (iv) by any individual transferee pursuant to clause (ii) or (iii) of this sentence to any controlled Affiliate of such transferee or any trust, family partnership or family limited liability company, the sole

beneficiaries, partners or members of which are such transferee or Relatives of such transferee for bona fide estate planning purposes, (v) to an Affiliate of any Continuing Equity Owner, (vi) in the case of an individual Partner, upon

death or incapacity to such Partner’s estate, executors, trustees, administrators and personal representatives, and then to such Partner’s legal representatives, heirs, beneficiaries or legatees (whether or not such recipients are a

spouse, children, spouses of children, grandchildren, spouses of grandchildren, parents or siblings of such Partner) or (vii) pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof; provided,

however, that (A) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units and (B) in the case of the foregoing clauses (i) through (vi) the transferees of the

Units so Transferred shall agree in writing to be bound by the provisions of this Agreement, and the transferor will deliver a written notice to the Partnership and the Partners, which notice will disclose in reasonable detail the identity of the

proposed transferee. In the case of a Permitted Transfer (other than a Redemption or Direct Exchange) by any Limited Partner (other than the Corporation) of Common Units to a transferee in accordance with this

Section 10.02, such Limited Partner (or any subsequent transferee of such Limited Partner) shall be required to also transfer a number of shares of Class B Common Stock corresponding to the number of such Limited

Partner’s (or subsequent transferee’s) Common Units that were transferred in the transaction to such transferee; and, in the case of a Redemption or Direct Exchange, a number of shares of Class B Common Stock owned by such Limited

Partner corresponding to the number of such Limited Partner’s Common Units that were transferred in such Redemption or Direct Exchange shall automatically and without further action on the part of the Corporation or such Limited Partner be

cancelled for no consideration and retired by the Corporation. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b).

Section 10.03 Restricted Units Legend. The Units have not been registered under the Securities Act and, therefore, in addition to

the other restrictions on Transfer contained in this Agreement, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is then available. To the extent such Units have been certificated, each

certificate evidencing Units and each certificate issued in exchange for or upon

the Transfer of any Units (if such securities remain Units as defined herein after such

Transfer) shall be stamped or otherwise imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY

THIS CERTIFICATE WERE ORIGINALLY ISSUED ON JUNE 10, 2026, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION

STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER SPECIFIED IN THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF

WHITEHAWK INCOME OPERATING PARTNERSHIP, L.P., AS MAY BE AMENDED AND MODIFIED FROM TIME TO TIME, AND WHITEHAWK INCOME OPERATING PARTNERSHIP, L.P. RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED

WITH RESPECT TO ANY TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY WHITEHAWK INCOME OPERATING PARTNERSHIP, L.P. TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.”

The Partnership shall imprint such legend on certificates (if any) evidencing Units.

Section 10.04 Transfer. Prior to Transferring any Units (other than (i) in connection with a Redemption or Direct Exchange in

accordance with Article XI or (ii) pursuant to a Change of Control Transaction), the Transferring holder of Units shall cause the prospective transferee to be bound by this Agreement and any other agreements executed by the holders of

Units and relating to such Units in the aggregate (collectively, the “Other Agreements”), and shall cause the prospective transferee to execute and deliver to the Partnership and the other holders of Units a Joinder (or

other counterpart to this Agreement acceptable to the General Partner) and counterparts of any applicable Other Agreements. Any Transfer or attempted Transfer of any Units in violation of any provision of this Agreement (including any prohibited

indirect Transfers) (a) shall be void, and (b) the Partnership shall not record such Transfer on its books or treat any purported transferee of such Units as the owner of such securities for any purpose.

Section 10.05 Assignee’s Rights.

(a) The Transfer of a Limited Partner Interest in accordance with this Agreement shall be effective as of the date of its assignment (assuming

compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Partnership. Profits, Losses and other Partnership items shall be allocated between the transferor and the

Assignee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the General Partner. Distributions made before the effective date of such Transfer shall be paid to the transferor, and

Distributions made after such date shall be paid to the Assignee.

(b) Unless and until an Assignee becomes a Limited Partner pursuant to Article XII,

the Assignee shall not be entitled to any of the rights granted to a Limited Partner hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, that,

without relieving the transferring Limited Partner from any such limitations or obligations as more fully described in Section 10.06, such Assignee shall be bound by any limitations and obligations of a Limited Partner

contained herein that a Limited Partner would be bound on account of the Assignee’s Limited Partner Interest (including the obligation to make Capital Contributions on account of such Limited Partner Interest).

Section 10.06 Assignor’s Rights and Obligations. Any Limited Partner who shall Transfer any Limited Partner Interest in a

manner in accordance with this Agreement shall cease to be a Limited Partner with respect to such Units or other interest and shall no longer have any rights or privileges, or, except as set forth in this Section 10.06,

duties, liabilities or obligations, of a Limited Partner with respect to such Units or other interest (it being understood, however, that the applicable provisions of Section 6.07, Section 7.01 and

Section 7.04 shall continue to inure to such Person’s benefit), except that unless and until the Assignee (if not already a Limited Partner) is admitted as a Substituted Limited Partner in accordance with the

provisions of Article XII (the “Admission Date”), (i) such assigning Limited Partner shall retain all of the duties, liabilities and obligations of a Limited Partner with respect to such Units or other interest, and

(ii) the General Partner may, in its sole discretion, reinstate all or any portion of the rights and privileges of such Limited Partner with respect to such Units or other interest for any period of time prior to the Admission Date. Nothing

contained herein shall relieve any Limited Partner who Transfers any Units or other interest in the Partnership from any liability of such Limited Partner to the Partnership with respect to such Limited Partner Interest that may exist on the

Admission Date or that is otherwise specified in the Delaware Act and incorporated into this Agreement or for any liability to the Partnership or any other Person for any materially false statement made by such Limited Partner (in its capacity as

such) or for any present or future breaches of any representations, warranties or covenants by such Limited Partner (in its capacity as such) contained herein or in the other agreements with the Partnership.

Section 10.07 Overriding Provisions.

(a) Any Transfer of any Limited Partner Interest in violation of this Article X shall be null and void ab initio, and the provisions of

Section 10.05 and 10.06 shall not apply to any such Transfers. Any Person to whom a Transfer of such Limited Partner Interest is made or attempted in violation of this Article X shall not become a Limited

Partner with respect to such Limited Partner Interest, shall not be entitled to vote such Limited Partner Interest on any matters coming before the Limited Partners and shall not have any other rights in or with respect to such Limited Partner

Interest. The General Partner shall promptly amend the Schedule of Limited Partners to reflect any Permitted Transfer pursuant to this Article X.

(b) Notwithstanding anything contained herein to the contrary (including the provisions of Section 10.01 and

Article XI and Article XII), in no event shall any Limited Partner Transfer any Units to the extent such Transfer would:

(i) result in the violation of the Securities Act, or any other applicable U.S. federal or state or non-U.S. Laws;

(ii) subject the Partnership to registration as an investment company under

the Investment Company Act;

(iii) in the reasonable determination of the General Partner, be a violation of or a default

(or an event that, with notice or the lapse of time or both, would constitute a default) under, or result in an acceleration of any indebtedness under, any promissory note, mortgage, loan agreement, indenture or similar instrument or agreement to

which the Partnership or the General Partner is a party;

(iv) cause the Partnership to lose its status as a partnership

for U.S. federal income tax purposes or, without limiting the generality of the foregoing, cause the Partnership to be treated as a “publicly traded partnership” or to be taxed as a corporation pursuant to Section 7704 of the Code

and any applicable Treasury Regulations issued thereunder, or any successor provision of the Code;

(v) be a Transfer to a

Person who is not legally competent or who has not achieved his or her majority under applicable Law (excluding trusts for the benefit of minors); or

(vi) result in the Partnership having more than one hundred (100) partners, within the meaning of Treasury Regulations Section 1.7704-1(h)(1) (determined pursuant to the rules of Treasury Regulations Section 1.7704-1(h)(3)).

Section 10.08 Lock-Up Restrictions.

(a) Notwithstanding the foregoing, no Continuing Equity Owner shall be permitted to, directly or indirectly, (i) offer, sell, contract to

sell, pledge, grant any option to purchase or otherwise dispose of (collectively, a “Disposition”) any Units, or any securities convertible into or exercisable or exchangeable for, or any rights to purchase or otherwise

acquired by such Continuing Equity Owner immediately after the consummation of the Corporation’s initial public offering, or that may be deemed to be beneficially owned by such Continuing Equity Owner (collectively, the “ Lock-Up”), for a period of 365 days following the consummation of the Corporation’s initial public offering, or such shorter period as determined by the Corporate Board with respect

to all Continuing Equity Owners or any Continuing Equity Owner, and with respect to all or any portion of the Units held by any such Continuing Equity Owner (the “Lock-Up Period”);

provided that the Lock-Up Period shall not be less than 180 days without the prior written consent of the managing underwriter of such initial public offering, or (ii) exercise or seek to exercise or

effectuate in any manner any rights of any nature that the Continuing Equity Owner has or may have hereafter to require the Corporation to register under the Securities Act the Disposition of any of the Units, or any Class A Common Stock

issuable upon the redemption of such Units pursuant to the Redemption Right, subject to the Lock-Up held by the Continuing Equity Owner, or to otherwise participate as a selling securityholder in any manner in

any registration effected by the Corporation or the Partnership under the Securities Act during the Lock-Up Period. Each Continuing Equity Owner agrees to execute such agreement as may be

reasonably requested by the managing underwriter of the Corporation’s initial public offering that is necessary to give further effect hereto; provided that in the event of any conflict or

inconsistency between the terms of such separate agreement and this Section 10.08, the terms of such separate agreement shall control. Following the expiration of the Lock-Up Period, the Continuing Equity

Owners may effect a Disposition of all or any portion of their Units, subject to compliance with applicable securities laws, policies of the Corporation and the Partnership, the Amended and Restated Certificate of Incorporation of the Corporation,

the Amended and Restated Bylaws of the Corporation, this Agreement, the Certificate and any other requirements imposed by the Corporation, the Partnership or the transfer agent and registrar with respect to the Units.

(b) Notwithstanding Section 10.08(a), the Lock-Up shall not apply to bona fide gifts, sales or

other dispositions of any class of the Partnership’s equity interests, in each case, that are made exclusively between and among the Continuing Equity Owner or members of the Continuing Equity Owner’s family, or affiliates of the

Continuing Equity Owner, including its partners (if a partnership) or members (if a limited liability company); provided that it shall be a condition to any transfer pursuant to this Section 10.08(b) that (A) the transferee/donee agrees to

be bound by the restrictions set forth in Section 10.08(a) to the same extent as the transferor/donor, (B) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure

requirements of the Securities Act and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the

Lock-Up Period, and (C) the Continuing Equity Owner notifies the managing underwriter of the Corporation’s initial public offering at least two Business Days prior to the proposed transfer or

disposition.

with respect to a Disposition after the consummation of such initial public offering until the expiration of the Lock-Up Period, such purported Disposition shall not be effective to transfer record,

beneficial, legal or any other ownership of such Units, and the transferee shall not be entitled to any rights as a holder of Units with respect to the Units purported to be purchased, acquired or transferred in the Disposition (including, without

limitation, the right to vote or to receive dividends with respect thereto). Each such Unit subject to the Lock-Up shall bear the following legend (or any substantially similar legend):

THE UNITS REPRESENTED HEREBY ARE SUBJECT TO A LOCK-UP PERIOD AS SET FORTH IN THE

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF WHITEHAWK INCOME OPERATING PARTNERSHIP L.P.

ARTICLE XI.

REDEMPTION AND EXCHANGE RIGHTS

Section 11.01 Redemption Right of a Limited Partner.

(a) After the expiration of the Lock-Up Period, each Limited Partner (other than the Corporation)

shall be entitled to cause the Partnership to redeem (a “Redemption”) all or any portion of its Common Units (the “Redemption Right”) on the terms and conditions set forth in

this Article XI; provided, however, that (x) such Redemption is for at least the Minimum Redemption Number and (y) a Limited Partner may only exercise a Redemption Right three

times per each calendar quarter. A Limited Partner desiring to exercise its Redemption Right (the “Redeemed Partner”) shall exercise such right by giving written notice (the “Redemption

Notice”) to the Partnership with a copy to the Corporation (the date of the delivery of such Redemption Notice, the “Redemption Notice Date”). The Redemption Notice shall specify the number

of Common Units (the “Redeemed Units”) that the Redeemed Partner intends to have the Partnership redeem. The Redemption shall be completed on the date that is three (3) Business Days following the delivery of the

applicable Redemption Notice (the date of such completion, the “Redemption Date”); provided that the Partnership, the Corporation and the Redeemed Partner may change the number of Redeemed Units and/or the Redemption

Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them; provided further that (a) a Redemption Notice may be conditioned on the closing of an underwritten distribution

of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption; and (b) if the record date for any Distribution for any period would occur prior to any Redemption, then the Redemption Date for such

Redemption shall in no event be earlier than the Business Day immediately following such record date. Unless the Corporation has elected to effect a Direct Exchange as provided in Section 11.03, on the Redemption Date (to

be effective immediately prior to the close of business on the Redemption Date) (1) the Redeemed Partner shall transfer and surrender the Redeemed Units to the Partnership and, if applicable, a corresponding number of shares of Class B

Common Stock to the Corporation, in each case free and clear of all liens and encumbrances, (2) the Partnership shall (A) cancel the Redeemed Units, (B) transfer to the Redeemed Partner the consideration to which the Redeemed Partner

is entitled under Section 11.01(b), and (C) if the Units are certificated, issue to the Redeemed Partner a certificate for a number of Common Units equal to the difference (if any) between the number of Common Units

evidenced by the certificate surrendered by the Redeemed Partner pursuant to clause (1) of this Section 11.01(a) and the Redeemed Units and (3) the Corporation shall cancel any such shares of Class B Common

Stock so surrendered.

(b) In exchange for its Redeemed Units, a Redeemed Partner shall be entitled to receive, at the election of the

Corporation (such election to be made by a majority of the Independent Directors who are disinterested with respect to such Redemption), (i) the Share Settlement or (ii) the Cash Amount; provided, for the avoidance of doubt, that the

Corporation may elect to have the Redeemed Units be redeemed in consideration for a Cash Amount only to the extent that the Corporation has cash available in an amount equal to at least the Redeemed Units Equivalent, which cash was received from a

substantially contemporaneous Qualifying Offering or, in the case of a Redemption occurring in connection with the closing of the IPO, the IPO. The Corporation shall provide written notice (the “Settlement Method Notice”)

to the Redeemed Partner and the Partnership of the Corporation’s election of the settlement method on or before the date that is two (2) Business Days after the Redemption Notice Date. If the Corporation does not timely deliver a

Settlement Method Notice, the Corporation shall be deemed to have elected to pay the Share Settlement. If the Corporation elects (or is deemed to have elected) to settle by delivery of the Share Settlement and the Corporation has not elected to

effect a Direct Exchange pursuant to Section 11.03, the Corporation shall contribute to the Partnership the Share Settlement and the Partnership shall deliver such Share Settlement to the Redeemed Partner. Notwithstanding anything to the

contrary in this Agreement, neither the

Corporation (acting through the majority of the Independent Directors who are disinterested with respect to such Redemption) nor the Partnership shall effectuate a Cash Amount unless the

Corporation has authorized and consummated a Qualifying Offering by no later than the Redemption Date for the purpose of satisfying such Cash Amount . If for any reason the Corporation is unable to complete such Qualifying Offering by the Redemption

Date, then the applicable Redeemed Units shall instead be redeemed by Share Settlement, notwithstanding that the Corporation may have initially elected a Cash Amount of such Redeemed Units.

(c) In the event the Corporation elects the Cash Amount in connection with a Redemption, the Redeemed Partner may retract its Redemption

Notice with respect to such Redemption by giving written notice (the “Retraction Notice”) to the Partnership (with a copy to the Corporation) within two (2) Business Days of delivery of the Settlement Method Notice.

The timely delivery of a Retraction Notice shall terminate all of the Redeemed Partner’s, the Partnership’s and the Corporation’s rights and obligations under this Section 11.01 arising from the related

Redemption Notice

(d) In the event the Corporation elects a Share Settlement in connection with a Redemption, a Redeemed Partner shall be

entitled, at any time prior to the consummation of a Redemption, to revoke its Redemption Notice or delay the Redemption Date if any of the following conditions exists:

(i) any registration statement pursuant to which the resale of the Class A Common Stock to be registered for such Redeemed

Partner at or immediately following the consummation of the Redemption shall have ceased to be effective pursuant to any action or inaction by the SEC or no such resale registration statement has yet become effective;

(ii) the Corporation shall have failed to cause any related prospectus to be supplemented by any required prospectus supplement

necessary to effect such Redemption;

(iii) the Corporation shall have exercised its right to defer, delay or suspend the

filing or effectiveness of a registration statement and such deferral, delay or suspension shall affect the ability of such Redeemed Partner to have the resale of its Class A Common Stock registered at or immediately following the consummation

of the Redemption;

(iv) the Corporation shall have disclosed to such Redeemed Partner any material nonpublic information

concerning the Corporation, the receipt of which results in such Redeemed Partner being prohibited or restricted from selling Class A Common Stock at or immediately following the Redemption without disclosure of such information (and the

Corporation does not permit disclosure);

(v) any stop order relating to the registration statement pursuant to which the

Class A Common Stock was to be registered by such Redeemed Partner at or immediately following the Redemption shall have been issued by the SEC;

(vi) there shall have occurred a material disruption in the securities

markets generally or in the market or markets in which the Class A Common Stock is then traded;

(vii) there shall be

in effect an injunction, a restraining order or a decree of any nature of any Governmental Entity that restrains or prohibits the Redemption;

(viii) the Corporation shall have failed to comply in all material respects with its obligations under the Registration Rights

Agreement, and such failure shall have affected the ability of such Redeemed Partner to consummate the resale of Class A Common Stock to be received upon such Redemption pursuant to an effective registration statement;

(ix) the Redemption Date would occur three (3) Business Days or less prior to, or during, a

Black-Out Period; or

(x) the Corporation has elected to settle the Redemption by

paying the Cash Amount; provided further, that in no event shall the Redeemed Partner seeking to delay the consummation of such Redemption and relying on any of the matters contemplated in clauses (i) through (ix) above have controlled

or intentionally materially influenced any facts, circumstances, or Persons in connection therewith (except in the good faith performance of his or her duties as an officer or director of the Corporation) in order to provide such Redeemed Partner

with a basis for such delay or revocation. If a Redeemed Partner delays the consummation of a Redemption pursuant to this Section 11.01(d), the Redemption Date shall occur on the third (3rd) Business Day following the date

on which the conditions giving rise to such delay cease to exist (or such earlier day as the Corporation, the Partnership and such Redeemed Partner may agree in writing).

(e) The amount of the Share Settlement (together with any Corresponding Rights) or the Cash Amount, as applicable, that a Redeemed Partner is

entitled to receive under Section 11.01(b) shall not be adjusted on account of any Distributions previously made with respect to the Redeemed Units or dividends or other distributions previously paid with respect to

Class A Common Stock; provided, however, that if a Redeemed Partner causes the Partnership to redeem Redeemed Units and the Redemption Date occurs subsequent to the record date for any Distribution with respect to the Redeemed

Units but prior to payment of such Distribution, the Redeemed Partner shall be entitled to receive such Distribution with respect to the Redeemed Units on the date that it is made notwithstanding that the Redeemed Partner transferred and surrendered

the Redeemed Units to the Partnership prior to such date; provided, further, that a Redeemed Partner shall be entitled to receive any and all Tax Distributions that such Redeemed Partner otherwise would have been entitled to pursuant

to Section 4.01(b) in respect of income allocated to such Partner for the portion of any Fiscal Year preceding the Redemption Date irrespective of whether such Tax Distribution(s) are declared or made after the Redemption Date.

(f) If a Reclassification Event occurs, the General Partner or its successor, as the case may be, shall, as and to the extent necessary, amend

this Agreement in compliance with Section 16.03, and enter into any necessary supplementary or additional agreements, to ensure that, following the effective date of the Reclassification Event: (i) the rights of

holders of Common Units (other than the Corporation) set forth in this Section 11.01 provide that each

Common Unit is redeemable for the same amount and same type of property, securities or cash (or combination thereof) that one share of Class A Common Stock becomes exchangeable for or

converted into as a result of the Reclassification Event (taking into account any adjustment as a result of any subdivision (by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by

reverse split, reclassification, recapitalization or otherwise) of such security, securities or other property that occurs after the record date or effective time for such Reclassification Event) and (ii) the Corporation or the successor to the

Corporation, as applicable, is obligated to deliver such property, securities or cash upon such redemption. The Corporation shall not consummate or agree to consummate any Reclassification Event unless the successor Person, if any, becomes obligated

to comply with the obligations of the Corporation (in whatever capacity) under this Agreement.

(g) In the case of a Share Settlement, in

the event a reclassification or other similar transaction occurs following delivery of a Redemption Notice, but prior to the Redemption Date, as a result of which shares of Class A Common Stock are converted into another security, then a

Redeemed Partner shall be entitled to receive the amount of such other security (and, if applicable, any Corresponding Rights) that the Redeemed Partner would have received if such Redemption Right had been exercised and the Redemption Date had

occurred immediately prior to the record date of such reclassification or other similar transaction.

(h) In connection with a General

Partner Change of Control, the Corporation shall have the right to require each Limited Partner (other than the Corporation) to effect a Redemption of some or all of such Limited Partner’s Common Units and, if applicable, a corresponding

number of shares of Class B Common Stock. Any Redemption pursuant to this Section 11.01(h) shall be effective immediately prior to the consummation of the General Partner Change of Control (and shall not be effective

if such General Partner Change of Control is not consummated) (the “Change of Control Redemption Date”). From and after the Change of Control Redemption Date, (i) the Common Units and any shares of Class B Common

Stock subject to such Redemption shall be deemed to be transferred to the Corporation on the Change of Control Redemption Date and (ii) such Limited Partner shall cease to have any rights with respect to the Common Units and any shares of

Class B Common Stock subject to such Redemption (other than the right to receive shares of Class A Common Stock pursuant to such Redemption). The Corporation shall provide written notice of an expected General Partner Change of Control to

all Partners within the earlier of (x) five (5) Business Days following the execution of the agreement with respect to such General Partner Change of Control and (y) ten (10) Business Days before the proposed date upon which the

contemplated General Partner Change of Control is to be effected, indicating in such notice such information as may reasonably describe the General Partner Change of Control transaction, subject to applicable law, including the date of execution of

such agreement or such proposed effective date, as applicable, the amount and types of consideration to be paid for shares of Class A Common Stock in the General Partner Change of Control, any election with respect to types of consideration

that a holder of shares of Class A Common Stock, as applicable, shall be entitled to make in connection with such General Partner Change of Control, and the number of Common Units and any shares of Class B Common Stock held by such Limited

Partner that the Corporation intends to require to be subject to such Redemption. Following delivery of such notice and on or prior to the Change of Control Redemption Date, the Limited Partners shall take all actions reasonably requested by the

Corporation to effect such Redemption, including taking any action and

delivering any document required pursuant to Section 11.01(a) to effect a Redemption; provided that (A) no Limited Partner shall be required to make any

representations or warranties in connection with such Redemption other than representations and warranties as to (1) such Limited Partner’s ownership of its Common Units and any corresponding shares of Class B Common Stock to be

redeemed free and clear of liens, (2) such Limited Partner’s power and authority to effect such Redemption, and (3) such matters pertaining to compliance with securities laws as the Corporation may reasonably require; and

(B) any indemnification or other obligations assumed or incurred in connection with a Redemption shall be several and not joint and shall be allocated among all Limited Partners participating in such Redemption (collectively, the

“Redeeming Persons”) in the same proportion as the consideration payable to each such Redeeming Person in each case other than with respect to representations made individually by the indemnifying Limited Partner

(e.g., representations as to title or authority of such Limited Partner).

Section 11.02 Contribution of the

Corporation. Subject to Section 11.03, in connection with the exercise of a Redeemed Partner’s Redemption Rights under Section 11.01(a), if the Corporation has elected (or is deemed to

have elected) to deliver the Share Settlement, the Corporation shall contribute to the Partnership the Share Settlement. Unless the Corporation has elected to effect a Direct Exchange as provided in Section 11.03, on the

Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) (i) the Corporation shall make its Capital Contribution to the Partnership (in the form of the Share Settlement) required under this

Section 11.02, and (ii) the Partnership shall issue to the Corporation a number of Common Units equal to the number of Redeemed Units surrendered by the Redeemed Partner. If the Corporation has elected to pay the Cash

Amount, the Corporation shall pay (or cause to be paid) the Cash Amount directly to the Redeemed Partner on the Redemption Date in exchange for the Redeemed Units and the Partnership shall not issue any additional Common Units to the Corporation in

connection therewith.

Section 11.03 Exchange Right of the Corporation.

(a) Notwithstanding anything to the contrary in this Article XI, the Corporation may, in its sole and absolute discretion, elect to

effect on the Redemption Date the exchange of Redeemed Units for the Share Settlement or the Cash Amount, as applicable, at the Corporation’s option, through a direct exchange of such Redeemed Units and the Share Settlement or Cash Amount, as

applicable, between the Redeemed Partner and the Corporation (a “Direct Exchange”). Upon such Direct Exchange pursuant to this Section 11.03, the Corporation shall acquire the Redeemed Units and

shall be treated for all purposes of this Agreement as the owner of such Units.

(b) The Corporation may, at any time prior to a

Redemption Date, deliver written notice (an “Exchange Election Notice”) to the Partnership and the Redeemed Partner setting forth its election to exercise its right to consummate a Direct Exchange; provided that such

election does not prejudice the ability of the parties to consummate a Redemption or Direct Exchange on the Redemption Date. An Exchange Election Notice may be revoked by the Corporation at any time; provided that any such revocation does not

prejudice the ability of the parties to consummate a Redemption on the Redemption Date. The right to consummate a Direct Exchange in all events shall be exercisable for all the Redeemed Units that would have otherwise been subject to a Redemption.

Except as otherwise provided by this Section 11.03, a Direct Exchange shall be consummated pursuant to the same timeframe and in the same manner as the relevant Redemption would have been consummated if the Corporation had

not delivered an Exchange Election Notice.

Section 11.04 Reservation of Shares of Class A Common Stock;

Listing; Certificate of the Corporation. At all times the Corporation shall reserve and keep available out of its authorized but unissued Class A Common Stock, solely for the purpose of issuance upon a Redemption or Direct Exchange

(each such transaction, for purposes of this Section 11.04, an “Exchange”), such number of shares of Class A Common Stock as shall be issuable upon any such Exchange pursuant to Share Settlements; provided

that nothing contained herein shall be construed to preclude the Corporation from satisfying its obligations in respect of any such Exchange by (i) delivery of purchased Class A Common Stock (which may or may not be held in the treasury of

the Corporation) or (ii) payment of the Cash Amount. The Corporation shall deliver Class A Common Stock that has been registered under the Securities Act with respect to any Exchange to the extent a registration statement is effective and

available for such shares. The Corporation shall use its commercially reasonable efforts to list the Class A Common Stock required to be delivered upon any such Exchange prior to such delivery upon each national securities exchange upon which

the outstanding shares of Class A Common Stock are listed at the time of such Exchange (it being understood that any such shares may be subject to transfer restrictions under applicable securities Laws). The Corporation covenants that all

Class A Common Stock issued upon an Exchange will, upon issuance, be validly issued, fully paid and nonassessable.

Section 11.05 Effect of Exercise of Redemption or Exchange Right. This Agreement shall continue notwithstanding the consummation

of a Redemption or Direct Exchange and all governance or other rights set forth herein shall be exercised by the remaining Partners and the Redeemed Partner (to the extent of such Redeemed Partner’s remaining interest in the Partnership). No

Redemption or Direct Exchange shall relieve such Redeemed Partner of any prior breach of this Agreement.

Section 11.06 Tax

Treatment. Unless otherwise required by applicable Law, the parties hereto acknowledge and agree that a Redemption or a Direct Exchange, as the case may be, shall be treated as a direct exchange between the Corporation and the Redeemed Partner

for U.S. federal (and applicable state and local) income tax purposes. The issuance of shares of Class A Common Stock or other securities upon a Redemption or Direct Exchange shall be made without charge to the Redeemed Partner for any stamp or

other similar tax in respect of such issuance.

Section 11.07 Series B Preferred Units.

(a) Distributions and Liquidation Rights. The Corporation, as the holder of the Series B Preferred Units, shall be entitled to receive

Distributions in respect of the Series B Preferred Units in the manner set forth in Section 4.01(b)(i)(A) and Section 4.01(c), and liquidating distributions in respect of the Series B Preferred

Units in the manner set forth in Section 14.02(d)(ii).

(b) Voting. Except as required by applicable Law, the Series B Preferred Units

shall have no voting rights and shall not be entitled to vote on any matter requiring approval of the Partners hereunder; provided, that the Partnership shall not amend, modify or waive any provision of this Agreement setting forth the

terms of the Series B Preferred Units without the consent of the Corporation as the holder of the Series B Preferred Units.

Conversion or Exchange. Notwithstanding anything to the contrary in Article XI, the Series B Preferred Units shall not be convertible into, or exchangeable or redeemable for, Common Units, Class A Common Stock or

any other Equity Securities of the Partnership or the Corporation, and the Redemption Right and Direct Exchange provisions of Article XI shall not apply to the Series B Preferred Units.

(d) Conversion upon IPO- or Qualifying Offering-Funded Redemption. Notwithstanding

clause (c) above, Section 3.05(c) or any other provision of this Agreement to the contrary, to the extent the Corporation redeems, repurchases or otherwise acquires any shares of Series B Preferred Stock and pays the

cash consideration therefor with proceeds received by the Corporation from the IPO or any Qualifying Offering, then, in lieu of the Partnership redeeming, repurchasing or acquiring a corresponding number of Series B Preferred Units from the

Corporation pursuant to Section 3.05(c), a corresponding number of Series B Preferred Units held by the Corporation shall automatically convert into Common Units, in each case, in such number and at such ratio as is

necessary to preserve the One-to-One Ratios. The General Partner shall make such adjustments to the books and records of the Partnership and to Exhibit A as are

necessary to reflect such contribution and conversion.

Section 11.08 Series D Preferred Units.

(a) Distributions and Liquidation Rights. The Corporation, as the holder of the Series D Preferred Units, shall be entitled to

receive Distributions in respect of the Series D Preferred Units in the manner set forth in Section 4.01(b)(i)(C) and Section 4.01(d), and liquidating distributions in respect of the Series D

Preferred Units in the manner set forth in Section 14.02(d)(i).

(b) Voting. Except as required by applicable

Law and except for the protective consent rights of the holders of Series D Preferred Stock under the Corporate Charter (which shall apply on a pass-through basis to the holder of the Series D Preferred Units), the Series D Preferred Units

of the Series D Preferred Units without the consent of the Corporation as the holder of the Series D Preferred Units.

Conversion or Exchange. Notwithstanding anything to the contrary in Article XI, the Series D Preferred Units shall not be convertible into, or exchangeable or redeemable for, Common Units, Class A Common Stock or

any other Equity Securities of the Partnership or the Corporation, and the Redemption Right and Direct Exchange provisions of Article XI shall not apply to the Series D Preferred Units.

(D) Conversion upon IPO- or Qualifying

Offering-Funded Redemption. Notwithstanding clause (c) above, Section 3.05(d) or any other provision of this Agreement to the contrary, to the extent the Corporation redeems, repurchases or otherwise acquires any

shares of Series D Preferred Stock and pays the cash consideration therefor with proceeds received by the Corporation from the IPO or any Qualifying Offering, then, in lieu of the Partnership redeeming, repurchasing or acquiring a corresponding

number of Series D Preferred Units from the Corporation pursuant to Section 3.05(d), a corresponding number of Series D Preferred Units held by the Corporation shall automatically convert into Common Units, in each case, in

such number and at such ratio as is necessary to preserve the One-to-One Ratios. The General Partner shall make such adjustments to the books and records of the

Partnership and to Exhibit A as are necessary to reflect such contribution and conversion.

ARTICLE XII.

ADMISSION OF LIMITED PARTNERS

Section 12.01 Substituted Limited Partners. Subject to the provisions of Article X, in connection with the Permitted

Transfer of a Limited Partner Interest hereunder, the transferee shall become a substituted Limited Partner (“Substituted Limited Partner”) on the effective date of such Transfer, which effective date shall not be earlier

than the date of compliance with the conditions to such Transfer, and such admission shall be shown on the books and records of the Partnership.

Section 12.02 Additional Limited Partners. Subject to the provisions of Article III and Article X, any Person may be

admitted to the Partnership as an additional Limited Partner (any such Person, an “Additional Limited Partner”) only upon furnishing to the General Partner (a) a Joinder (or other counterpart to this Agreement

acceptable to the General Partner) and counterparts of any applicable Other Agreements and (b) such other documents or instruments as may be reasonably necessary or appropriate to effect such Person’s admission as a Limited Partner

(including entering into such documents as the General Partner may deem appropriate in its reasonable discretion). Such admission shall become effective on the date on which the General Partner determines in its reasonable discretion that such

conditions have been satisfied and when any such admission is shown on the books and records of the Partnership.

ARTICLE XIII.

WITHDRAWAL AND RESIGNATION; TERMINATION OF RIGHTS

Section 13.01 Withdrawal and Resignation of Limited Partners. No Limited Partner shall have the power or right to withdraw or

otherwise resign as a Limited Partner from the Partnership prior to the dissolution and winding up of the Partnership pursuant to Article XIV. Any Limited Partner, however, that attempts to withdraw or otherwise resign as a Limited Partner

from the Partnership without the prior written consent of the General Partner upon or following the dissolution and winding up of the Partnership pursuant to Article XIV, but prior to such Limited Partner receiving the full amount of

Distributions from the Partnership to which such Limited Partner is entitled pursuant to Article XIV, shall be liable to the Partnership for all damages (including all lost profits and special, indirect and consequential damages) directly or

indirectly caused by the withdrawal or resignation of such Partner. Upon a Transfer of all of a Limited Partner’s Units in a Transfer permitted by this Agreement, subject to the provisions of Section 10.06, such

Limited Partner shall cease to be a Partner.

ARTICLE XIV.

DISSOLUTION AND LIQUIDATION

Section 14.01 Dissolution. The Partnership shall not be dissolved by the admission of Additional Limited Partners or Substituted

Limited Partners or the attempted withdrawal or resignation of a Partner. The Partnership shall dissolve, and its affairs shall be wound up, upon:

(a) the unanimous decision of the General Partner together with all the Limited Partners holding a majority of the outstanding Units to

dissolve the Partnership;

(b) a Change of Control Transaction that is not approved by the Majority Partners;

(d) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the

Delaware Act.

Except as otherwise set forth in this Article XIV, the Partnership is intended to have perpetual existence. An Event of Withdrawal

shall not cause a dissolution of the Partnership and the Partnership shall continue in existence subject to the terms and conditions of this Agreement.

Section 14.02 Liquidation and Termination. On dissolution of the Partnership, the General Partner shall act as liquidator or may

appoint one or more Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Partnership and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a

Partnership expense. Until final distribution, the liquidators shall continue to operate the Partnership properties with all of the power and authority of the General Partner. The steps to be accomplished by the liquidators are as follows:

(a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by

a recognized firm of certified public accountants of the Partnership’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;

(b) the liquidators shall cause notice of liquidation to be mailed to each known creditor of and claimant against the Partnership;

(c) the liquidators shall pay, satisfy or discharge from Partnership funds, or otherwise make adequate provision for payment and discharge

thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and

obligations of the Partnership; and

(d) all remaining assets of the Partnership shall be distributed: (i) first, to

the Corporation, in respect of the Series D Preferred Units, in an amount equal to the aggregate Series D Liquidation Preference for all then outstanding Series D Preferred Units; (ii) second, to the Corporation, in respect of the Series

B Preferred Units, in an amount equal to the aggregate Series B Liquidation Preference for all then outstanding Series B Preferred Units; and (iii) thereafter, to the Partners in respect of their Common Units in accordance with

Article IV, in each case by the end of the Taxable Year during which the liquidation of the Partnership occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to

the Partners in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Partners of their Capital Contributions, a complete distribution to

the Partners of their interest in the Partnership and all the Partnership’s property and constitutes a compromise to which all Partners have consented within the meaning of the Delaware Act. To the extent that a Partner returns funds to the

Partnership, it has no claim against any other Partner for those funds. In no event shall a Limited Partner be entitled to exercise any Redemption Rights, and no Redemptions shall be effected, on or after the earlier of the record date for and the

effective date of the distribution of cash and/or property to the Partners in accordance with the provisions of this Section 14.02 and Section 14.03.

Section 14.03 Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.02, but

subject to the order of priorities set forth therein, if upon dissolution of the Partnership the liquidators determine that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss (or would

otherwise not be beneficial) to the Partners, the liquidators may, in their sole discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy Partnership liabilities (other than loans to the Partnership by

Partners) and reserves. Subject to the order of priorities set forth in Section 14.02, the liquidators may, in their sole discretion, distribute to the Partners, in lieu of cash, either (a) all or any portion of such

remaining Partnership assets in-kind in accordance with the provisions of Section 14.02(d), (b) as tenants in common and in accordance with the provisions of

Section 14.02(d), undivided interests in all or any portion of such Partnership assets or (c) a combination of the foregoing. Any such Distributions in kind shall be subject to (x) such conditions relating to the

disposition and management of such assets as the liquidators deem reasonable and equitable and (y) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any Partnership

assets distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article V. The liquidators shall determine the Fair Market Value of any

property distributed in accordance with the valuation procedures set forth in Article XV.

Section 14.04 Cancellation of

Certificate. On completion of the distribution of Partnership assets as provided herein, the Partnership is terminated (and the Partnership shall not be terminated prior to such time), and the General Partner (or such other Person or Persons as

the Delaware Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and take such other actions as may be

necessary to terminate the Partnership. The Partnership shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.

Section 14.05 Reasonable Time for Winding Up. A reasonable time shall be allowed

for the orderly winding up of the business and affairs of the Partnership and the liquidation of its assets pursuant to Sections 14.02 and 14.03 in order to minimize any losses otherwise attendant upon such winding up.

Section 14.06 Return of Capital. The liquidators shall not be personally liable for the return of Capital Contributions or any

portion thereof to the Partners (it being understood that any such return shall be made solely from Partnership assets).

ARTICLE XV.

VALUATION

Section 15.01

Determination“Fair Market Value ” of a specific Partnership asset will mean the amount which the Partnership would receive in an all-cash sale of such asset in an arm’s-length transaction with a willing unaffiliated third party, with neither party having any compulsion to buy or sell, consummated on the day immediately preceding the date on which the event occurred

which necessitated the determination of the Fair Market Value (and after giving effect to any transfer taxes payable in connection with such sale), as such amount is determined by the General Partner (or, if pursuant to

Section 14.02, the liquidators) in its good faith judgment using all factors, information and data it deems to be pertinent.

Section 15.02 Dispute Resolution. If any Limited Partner or Limited Partners dispute the accuracy of any determination of Fair

Market Value in accordance with Section 15.01, and the General Partner and such Limited Partner(s) are unable to agree on the determination of the Fair Market Value of any asset of the Partnership, the General Partner and

such Limited Partner(s) shall each select a nationally recognized investment banking firm experienced in valuing securities of closely-held companies such as the Partnership in the Partnership’s industry (the

“Appraisers”), who shall each determine the Fair Market Value of the asset or the Partnership (as applicable) in accordance with the provisions of Section 15.01. The Appraisers shall be instructed

to give written notice of their determination of the Fair Market Value of the asset or the Partnership (as applicable) within thirty (30) days of their appointment as Appraisers. If Fair Market Value as determined by an Appraiser is higher than

Fair Market Value as determined by the other Appraiser by 10% or more, and the General Partner and such Limited Partner(s) do not otherwise agree on a Fair Market Value, the original Appraisers shall designate a third Appraiser meeting the same

criteria used to select the original two, and the Fair Market Value shall be the average of the Fair Market Values determined by all three Appraisers, unless the General Partner and such Limited Partner(s) otherwise agree on a Fair Market Value. If

Fair Market Value as determined by an Appraiser is within 10% of the Fair Market Value as determined by the other Appraiser (but not identical), and the General Partner and such Limited Partner(s) do not otherwise agree on a Fair Market Value, the

General Partner shall select the Fair Market Value of one of the Appraisers. The fees and expenses of the Appraisers shall be borne by the Partnership.

ARTICLE XVI.

GENERAL PROVISIONS

Section 16.01 Power of Attorney.

(a) Each Limited Partner who is an individual hereby constitutes and appoints the General Partner (or the liquidator, if applicable) with full

power of substitution, as his or her true and lawful agent and attorney-in-fact, with full power and authority in his, her or its name, place and stead, to:

(i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) this Agreement, all

certificates and other instruments and all amendments thereof which the General Partner deems appropriate or necessary to form, qualify, or continue the qualification of, the Partnership as a limited partnership in the State of Delaware and in all

other jurisdictions in which the Partnership may conduct business or own property; (B) all instruments which the General Partner deems appropriate or necessary to reflect any amendment, change, modification or restatement of this Agreement in

accordance with its terms; (C) all conveyances and other instruments or documents which the General Partner deems appropriate or necessary to reflect the dissolution and liquidation of the Partnership pursuant to the terms of this Agreement,

including a certificate of cancellation; and (D) all instruments relating to the admission, withdrawal or substitution of any Partner pursuant to Article XII or Article XIII; and

(ii) sign, execute, swear to and acknowledge all ballots, consents, approvals, waivers, certificates and other instruments

appropriate or necessary, in the reasonable judgment of the General Partner, to evidence, confirm or ratify any vote, consent, approval, agreement or other action which is made or given by the Partners hereunder or is consistent with the terms of

this Agreement, in the reasonable judgment of the General Partner, to effectuate the terms of this Agreement.

(b) The foregoing power of

attorney is irrevocable and coupled with an interest, and shall survive the death, disability, incapacity, dissolution, bankruptcy, insolvency or termination of any Limited Partner who is an individual and the transfer of all or any portion of his,

her or its Limited Partner Interest and shall extend to such Limited Partner’s heirs, successors, assigns and personal representatives.

Section 16.02 Confidentiality. Each of the Partners agrees to hold the Partnership’s Confidential Information in

confidence and may not use such information except in furtherance of the business of the Partnership or as otherwise authorized separately in writing by the General Partner. “Confidential Information” as used herein

includes, but is not limited to, ideas, financial product structuring, business strategies, innovations and materials, all aspects of the Partnership’s business plan, proposed operation and products, corporate structure, financial and

organizational information, analyses, proposed partners, software code and system and product designs, employees and their identities, equity ownership, the methods and means by which the Partnership plans to conduct its business, all trade secrets,

trademarks, tradenames and all intellectual property associated with the Partnership’s business, in each case obtained by a

Partner from the Partnership or any of its Affiliates or representatives. With respect to any Partner, Confidential Information does not include information or material that: (a) is

rightfully in the possession of such Partner at the time of disclosure by the Partnership; (b) before or after it has been disclosed to such Partner by the Partnership, becomes part of public knowledge, not as a result of any action or inaction

of such Partner in violation of this Agreement; (c) is approved for release by written authorization of the Chief Executive Officer of the Partnership or of the Corporation; (d) is disclosed to such Partner or its representatives by a

third party not, to the knowledge of such Partner, in violation of any obligation of confidentiality owed to the Partnership with respect to such information; or (e) is or becomes independently developed by such Partner or its representatives

without use of or reference to the Confidential Information.

Section 16.03 Amendments. This Agreement may be amended or

modified solely by the General Partner. Notwithstanding the foregoing, no amendment or modification (a) to this Section 16.03 may be made without the prior written consent of each of the Partners, (b) that

modifies the limited liability of any Partner, or increases the liabilities or obligations of any Partner, in each case, may be made without the consent of each such affected Partner, (c) that materially alters or changes any rights,

preferences or privileges of any Limited Partner Interests in a manner that is different or prejudicial relative to any other Limited Partner Interests, may be made without the approval of a majority in interest of the Partners holding the Limited

Partner Interests affected in such a different or prejudicial manner (excluding any such Limited Partner Interests held by the General Partner or any Affiliates controlled by the General Partner), (d) that materially alters or changes any rights,

preferences or privileges of a holder of any class of Limited Partner Interests in a manner that is different or prejudicial relative to any other holder of the same class of Limited Partner Interests, may be made without the approval of the holder

of Limited Partner Interests affected in such a different or prejudicial manner, (e) that materially and adversely alters or changes any rights, preferences or privileges of a holder of the General Partner or the Corporation, may be made

without the approval of a majority of the Independent Directors, and (f) to any of the terms and conditions of this Agreement which terms and conditions expressly require the approval or action of certain Persons may be made without obtaining

the consent of the requisite number or specified percentage of such Persons who are entitled to approve or take action on such matter; provided, that the General Partner, acting alone, may amend this Agreement to reflect the issuance of

additional Units or Equity Securities in accordance with Section 3.04.

Section 16.04 Title to

Partnership Assets. Partnership assets shall be deemed to be owned by the Partnership as an entity, and no Partner, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof. The

Partnership shall hold title to all of its property in the name of the Partnership and not in the name of any Partner. All Partnership assets shall be recorded as the property of the Partnership on its books and records, irrespective of the name in

which legal title to such Partnership assets is held. The Partnership’s credit and assets shall be used solely for the benefit of the Partnership, and no asset of the Partnership shall be transferred or encumbered for, or in payment of, any

individual obligation of any Partner.

Section 16.05 Addresses and Notices. Any notice provided for in this Agreement

will be in writing and will be either personally delivered, or received by certified mail, return receipt requested, or sent by reputable overnight courier service (charges prepaid) to the Partnership at the address set forth below and to any other

recipient and to any Partner at such address as indicated by the Partnership’s records, or at such address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. Notices will

be deemed to have been given hereunder when delivered personally or sent by telecopier (provided confirmation of transmission is received), three (3) days after deposit in the U.S. mail and one (1) day after deposit with a reputable

overnight courier service. The Partnership’s address is:

WhiteHawk Income Operating Partnership L.P.

c/o WhiteHawk Minerals Corp.

2000 Market Street, Suite 910

Philadelphia, PA 19103

Attention: Jeffrey M. Slotterback

Email: jslotterback@whitehawkenergy.com

Section 16.06 Binding Effect; Intended Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the parties

hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns.

Section 16.07

Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Partnership or any of its Affiliates, and no creditor who makes a loan to the Partnership or any of its Affiliates may have

or acquire (except pursuant to the terms of a separate agreement executed by the Partnership in favor of such creditor) at any time as a result of making the loan any direct or indirect interest in Partnership Profits, Losses, Distributions, capital

or property other than as a secured creditor.

Section 16.08 Waiver. No failure by any party to insist upon the strict

performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or any other covenant, duty, agreement or condition.

Section 16.09 Counterparts. This Agreement may be executed in separate counterparts, each of which will be an original and all of

which together shall constitute one and the same agreement binding on all the parties hereto.

Section 16.10 Applicable Law.

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction)

that would cause the application of the laws of any jurisdiction other than the State of Delaware. Any dispute relating hereto shall be heard in the state or federal courts of the State of Delaware, and the parties agree to jurisdiction and venue

therein.

Section 16.11 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner

as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or

unenforceability will not affect any other provision or the effectiveness or validity of any provision in any other jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or

unenforceable provision had never been contained herein.

Section 16.12 Further Action. The parties shall execute and deliver all

documents, provide all information and take or refrain from taking such actions as may be reasonably necessary or appropriate to achieve the purposes of this Agreement.

Section 16.13 Delivery by Electronic Transmission. This Agreement and any signed agreement or instrument entered into in

connection with this Agreement or contemplated hereby, and any amendments hereto or thereto, to the extent signed and delivered by means of an electronic transmission, including by a facsimile machine or via email, shall be treated in all manner and

respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or

instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of

electronic transmission by a facsimile machine or via email to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through such electronic transmission as a defense to the formation of a

contract and each such party forever waives any such defense.

Section 16.14 Right of Offset. Whenever the Partnership is to

pay any sum (other than pursuant to Article IV) to any Partner, any amounts that such Partner owes to the Partnership which are not the subject of a good faith dispute may be deducted from that sum before payment. The distribution of Units to

the Corporation shall not be subject to this Section 16.14.

Section 16.15 Effectiveness. This

Agreement shall be effective immediately upon the contribution to the Partnership of 100% of the outstanding equity interests in ManagementCo on the Contribution Date (the “Effective Time”). The Initial Limited Partnership

Agreement shall govern the rights and obligations of the Partnership and the other parties to this Agreement in their capacity as Partners prior to the Effective Time.

Section 16.16 Entire Agreement. This Agreement and those documents expressly referred to herein (including the Registration Rights

Agreement and the Contribution Agreement) embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have

related to the subject matter hereof in any way. For the avoidance of doubt, the Initial Limited Partnership Agreement is superseded by this Agreement as of the Effective Time and shall be of no further force and effect thereafter.

Section 16.17 Remedies. Each Partner shall have all rights and remedies set forth in this Agreement and all rights and remedies

which such Person has been granted at any time under any other agreement or contract and all of the rights which such Person has under any Law. Any Person having any rights under any provision of this Agreement or any other agreements contemplated

hereby shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by Law.

Section 16.18 Descriptive Headings; Interpretation. The descriptive headings of

this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms,

and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The use of the word “including” in this Agreement shall be by way of example rather than by limitation. Reference to any agreement, document or

instrument means such agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and if applicable hereof. Without limiting the generality of the immediately preceding sentence, no

amendment or other modification to any agreement, document or instrument that requires the consent of any Person pursuant to the terms of this Agreement or any other agreement will be given effect hereunder unless such Person has consented in

writing to such amendment or modification. Wherever required by the context, references to a Fiscal Year shall refer to a portion thereof. The use of the words “or,” “either” and “any” shall not be exclusive. The

parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and

no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Wherever a conflict exists between this Agreement and any other agreement, this Agreement shall

control but solely to the extent of such conflict.

[Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their behalf

this Amended and Restated Agreement of Limited Partnership as of the date first written above.

GENERAL PARTNER:

WHITEHAWK INCOME OP GP LLC

By: WhiteHawk Minerals Corp.,

its

sole member

By:

/s/ Jeffrey Slotterback

Name:

Jeffrey Slotterback

Title:

Chief Financial Officer, Treasurer and Secretary

[Signature Page to

Amended and Restated Agreement of Limited Partnership]

MANAGEMENT CONTRIBUTOR AND

CONTINUING EQUITY OWNER:

WHITEHAWK MINERALS LLC

By:

/s/ Jeffery Slotterback

Name:

Jeffery Slotterback

Title:

Chief Financial Officer

LIMITED PARTNERS:

WHITEHAWK MINERALS CORP.

By:

Name:

Title:

[Signature Page to

Amended and Restated Agreement of Limited Partnership]

MANAGEMENT CONTRIBUTOR AND CONTINUING EQUITY OWNER:

WHITEHAWK MINERALS LLC

By:

Name:

Title:

LIMITED PARTNERS:

WHITEHAWK MINERALS CORP.

By:

/s/ Jeffrey Slotterback

Name:

Jeffrey Slotterback

Title:

Chief Financial Officer, Treasurer and Secretary

[Signature Page to

Amended and Restated Agreement of Limited Partnership]

EXHIBIT A*

SCHEDULE OF LIMITED PARTNERS

TABLE I:

CONTINUING EQUITY OWNER(S)

Partner

Common Units

Percentage Interest

WhiteHawk Minerals LLC

3,750,000

14.02

TABLE II: HOLDERS OF COMMON UNITS**

Partner

Common Units

Percentage Interest

WhiteHawk Minerals Corp.

22,996,579

85.98

TABLE III: HOLDERS OF SERIES B PREFERRED UNITS**

Partner

Series B Preferred Units

Percentage Interest

WhiteHawk Minerals Corp.

56,665

100

TABLE IV: HOLDERS OF SERIES D PREFERRED UNITS**

Partner

Series D Preferred Units

Percentage Interest

WhiteHawk Minerals Corp.

This Schedule of Limited Partners shall be updated from time to time to reflect any adjustment with respect to

any subdivision (by Unit split or otherwise) or any combination (by reverse Unit split or otherwise) of any outstanding Common Units, or to reflect any additional issuances of Common Units pursuant to this Agreement.

Holders in Table II, Table III and Table IV are not considered Continuing Equity Owners by virtue of their

holdings listed in Table II, Table III and Table IV.

EXHIBIT B

FORM OF JOINDER AGREEMENT

This JOINDER AGREEMENT, dated as of [ ], 20[ ] (this “Joinder”), is delivered pursuant to that certain Amended

and Restated Agreement of Limited Partnership of WhiteHawk Income Operating Partnership, L.P. (the “Partnership”), dated as of [•], 2026 (as amended, restated, amended and restated, supplemented or otherwise modified from

time to time, the “Partnership Agreement”). Capitalized terms used but not otherwise defined herein have the respective meanings set forth in the Partnership Agreement.

Joinder to the Partnership Agreement. Upon the execution of this Joinder by the undersigned and delivery

hereof to the General Partner, the undersigned hereby is and hereafter will be a Limited Partner under the Partnership Agreement and a party thereto, with all the rights, privileges and responsibilities of a Limited Partner thereunder. The

undersigned hereby agrees that it shall comply with and be fully bound by the terms of the Partnership Agreement as if it had been a signatory thereto as of the date thereof.

Incorporation by Reference. All terms and conditions of the Partnership Agreement are hereby

incorporated by reference in this Joinder as if set forth herein in full.

Address. All notices under the Partnership Agreement to the undersigned shall be direct to:

[Name]

[Address]

[City, State, Zip

Code]

Attn:

Facsimile:

E-mail:

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Joinder as of the

day and year first above written.

[NAME OF NEW PARTNER]

By:

Name:

Title:

Acknowledged and agreed as of the date first set forth above:

WHITEHAWK INCOME OP GP LLC

By:

Name:

Title:

EXHIBIT C

POLICY REGARDING CERTAIN EQUITY ISSUANCES

WHITEHAWK MINERALS CORP.

2026 EQUITY INCENTIVE PLAN

All

capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Whitehawk 2026 Equity Incentive Plan (as amended and restated, the “Plan”).

Pursuant to Sections 4(b) and 15(aa) of the Plan, this Policy Regarding Certain Equity Issuances (this “ Policy”), effective as of

June 10, 2026, is established to provide for the method by which shares of Common Stock or other securities and/or payment therefor may be exchanged or contributed between WhiteHawk Minerals Corp. (the “Corporation”)

and WhiteHawk Income Operating Partnership, L.P. (the “Operating Company”), or any of their respective Subsidiaries, or may be returned to the Corporation upon any forfeiture of such shares of Common Stock or other

securities by the Participant, for the purpose of (i) ensuring that the relationship between the Corporation, the Operating Company and their respective Subsidiaries remains at arm’s-length, and

(ii) maintaining economic parity between one share of Class A Common Stock and one Common Unit (as defined in the Operating Agreement) by preserving the

one-to-one ratio between (x) the aggregate number of outstanding shares of Class A Common Stock and Class B Common Stock and (y) the number of Common

Units held by the Corporation.

In the event of any conflict between the Amended and Restated Agreement of Limited Partnership of WhiteHawk Income

Operating Partnership, L.P., dated as of June 10, 2026 (the “Operating Agreement”) or the Plan and this Policy, the Operating Agreement or the Plan, as applicable, will control. In the event

of any conflict between the Operating Agreement and the Plan, unless explicitly stated otherwise, the Operating Agreement will control. This Policy may be modified, supplemented or terminated at any time and from time to time in the

Corporation’s discretion.

For purposes of this Policy, where this Policy refers to an Eligible Person who is an Operating Company Service Provider

(as defined below) or is an employee or service provider to a Subsidiary of the Operating Company, all such references shall be deemed to include a former employee of or service provider to the Operating Company or any of its Subsidiaries, as

applicable, who at the time of grant of the relevant award was then an employee or service provider of such entity.

Restricted Stock Awards

Transfers of Restricted Stock to Corporation Employees, Corporation Consultants or Corporation

Directors. The following shall apply to Restricted Stock granted under the Plan to Employees and Consultants of the Corporation and Directors (collectively, “Corporation Service Providers”) in consideration for services

performed by such Corporation Service Providers for the Corporation (but not for the Operating Company or its Subsidiaries):

Issuance of Restricted Stock.

The Corporation shall issue such number of shares of Restricted Stock as are to be issued to the Corporation

Service Provider in accordance with the terms of the Plan.

Concurrently with or prior to such issuance, a Corporation Service Provider shall pay the purchase price (if

any) of the Restricted Stock to the Corporation in exchange for the issuance of the Restricted Stock.

Prior to the Vesting Date (as defined below), the Corporation shall pay dividends to the holder of the

Restricted Stock and make any other payments to the Corporation Service Provider (less any applicable withholding and other payroll taxes) as the terms of the Restricted Stock Award Agreement provide for. The Corporation and the Operating Company

shall treat such payments as having been made by the Corporation, and the Corporation shall report such payments as compensation to the Corporation Service Provider for all purposes. Prior to the Vesting Date (as defined below), the Operating

Company shall pay to, or with respect to, the Corporation the amount of any such payments that the Corporation is required to pay to or with respect to the Corporation Service Provider as a reimbursement of Corporation expenses pursuant to

Section 6.05 of the Operating Agreement.

ii.

Vesting of Restricted Stock. On the date when the value of any share of Restricted Stock is

includible in the taxable income (with respect to each such share, the “Vesting Date”) of the Corporation Service Provider, the following events shall occur or be deemed to have occurred:

If required by Section 6.05 of the Operating Agreement, the Operating Company shall be deemed to or

actually reimburse the Corporation for the compensation expense equal to, or with respect to, the amount includible in the taxable income of the Corporation Service Provider.

The Operating Company shall issue to the Corporation on the Vesting Date a number of Common Units (as defined

in the Operating Agreement) equal to the number of such shares of Restricted Stock (or portion thereof) that are includible in the taxable income of the Corporation Service Provider as of the applicable Vesting Date and any Restricted Stock (or

portion thereof) purchased by the Corporation Service Provider in consideration for a deemed or actual Capital Contribution (as defined in the Operating Agreement) from the Corporation in an amount equal to the number of Common Units issued in

accordance with this section, multiplied by the per-Common Unit Fair Market Value (as defined in the Operating Agreement).

Transfers of Restricted Stock to Employees and other Service Providers of the Operating Company. The

following shall apply to Restricted Stock granted under the Plan to Employees and other service providers of the Operating Company or its Subsidiaries (each, “Operating Company Service Providers”) in consideration for

services performed by such Operating Company Service Providers for the Operating Company or its Subsidiaries:

Issuance of Restricted Stock.

The Corporation shall issue such number of shares of Restricted Stock as are to be issued to the Operating

Company Service Provider in accordance with the terms of the Plan.

Concurrently with or prior to such issuance, an Operating Company Service Provider shall pay the purchase price

(if any) of the Restricted Stock to the Corporation in exchange for the issuance of the Restricted Stock.

The Corporation shall transfer any such purchase price to the Operating Company (and, if the Operating Company

Service Provider is an Employee or other service provider of a Subsidiary of the Operating Company, the Operating Company shall transfer such purchase price to such Subsidiary of the Operating Company). For tax purposes, any such purchase price

shall be treated as paid by the Operating Company Service Provider to the Operating Company (or an applicable Subsidiary) as the employer of the Employee or the recipient of the Consultant’s services (i.e., not a capital contribution).

Prior to the Vesting Date, the Corporation shall pay dividends to the holder of the Restricted Stock and make

any other payments to the Operating Company Service Provider (less any applicable withholding and other payroll taxes) as provided by the terms of the Restricted Stock Award Agreement, provided that the Operating Company (or, if the Operating

Company Service Provider is an Employee or other service providers of a Subsidiary of the Operating Company, the Subsidiary of the Operating Company) shall reimburse the Corporation for such amounts, handle any applicable withholding and deduct such

amounts as compensation. In order to effectuate the foregoing, in addition to the Operating Company’s distributions to the Corporation with respect to the Common Units held by the Corporation, the Operating Company (or the applicable

Subsidiary) shall make an additional payment to the Corporation in the amount of this reimbursement, which shall not be treated as a partnership distribution. Such dividend or other payments shall be treated as having been made by the Operating

Company (or the applicable Subsidiary), and not by the Corporation, to such Operating Company Service Provider, and the Operating Company (or the applicable Subsidiary) shall report such payments as compensation to the Operating Company Service

Provider for all purposes.

ii.

Vesting of Restricted Stock. On the Vesting Date of any shares of Restricted Stock of the

Operating Company Service Provider, the following events shall occur or be deemed to have occurred:

The Corporation shall be deemed to sell to the Operating Company (or, if the Operating Company Service Provider

is an Employee or other service provider of a Subsidiary of the Operating Company, to such Subsidiary of the Operating Company), and the Operating Company (or such Subsidiary of the Operating Company) shall be deemed to purchase from the

Corporation, such shares of

Restricted Stock (or portion thereof) that are includible in the taxable income of the Operating Company Service Provider on such Vesting Date (the “Operating Company Purchased

Restricted Stock”), which shall not include any Restricted Stock (or portion thereof) purchased by the Operating Company Service Provider. The deemed price paid by the Operating Company (or a Subsidiary of the Operating Company) to the

Corporation for Operating Company Purchased Restricted Stock shall be an amount equal to the product of (x) the number of shares of Operating Company Purchased Restricted Stock and (y) the Fair Market Value of a share of Common Stock on

the Vesting Date.

The Operating Company (or any Subsidiary of the Operating Company) shall be deemed to transfer Operating

Company Purchased Restricted Stock to the Participant at no additional cost, as additional compensation.

The Operating Company shall issue to the Corporation on the Vesting Date a number of Common Units equal to

(i) the number of shares of Operating Company Purchased Restricted Stock in consideration for a deemed Capital Contribution from the Corporation in an amount equal to the number of Common Units issued in accordance with this section, multiplied

by the per-Common Unit Fair Market Value and (ii) the number of shares of Restricted Stock (or portion thereof) purchased by the Operating Company Service Provider in consideration for the Capital

Contribution from the Corporation of any purchase price paid by the Operating Company Service Provider for the applicable Restricted Stock (or portion thereof) to the Corporation. In the case where an Operating Company Service Provider is an

employee or service provider to a Subsidiary of the Operating Company, then the Operating Company shall be deemed to have contributed such amount to the capital of such Subsidiary of the Operating Company.

Restricted Stock Unit, or Other Equity-Based Awards. The following shall apply to all Restricted Stock

Units and Other Stock granted under the Plan and settled in shares of Common Stock:

Transfers of Common Stock to Corporation Service Providers. The Corporation shall issue such number of

shares of Common Stock as are to be issued to the Corporation Service Provider in accordance with the terms of the Plan and any Restricted Stock Unit or Other Equity-Based Awards to a Corporation Service Provider in accordance with Sections 9 or 10

of the Plan. As soon as reasonably practicable after such Award is settled, with respect to each such settlement:

If required by Section 6.05 of the Operating Agreement, the Operating Company shall be deemed to or

actually reimburse the Corporation for the compensation expense equal to, or with respect to, the amount includible in the taxable income of the Corporation Service Provider with respect to such Award.

ii.

The Operating Company shall issue to the Corporation on the date of settlement a number of Common Units equal

to the number of shares of Common Stock issued in settlement of the Restricted Stock Unit or Other Equity-Based Awards in consideration for a deemed Capital Contribution from the Corporation in an amount equal to the number of Common Units issued in

accordance with this section, multiplied by the per-Common Unit Fair Market Value.

Transfer of Common Stock to Operating Company Service Providers. The Corporation shall issue such number

of shares of Common Stock as are to be issued to an Operating Company Service Provider in accordance with the terms of the Plan and any Restricted Stock Unit or Other Equity-Based Awards to an Operating Company Service Provider in accordance with

Sections 9 and 10 of the Plan. As soon as reasonably practicable after such Award is settled, with respect to each such settlement:

The Corporation shall be deemed to sell to the Operating Company (or, if the Operating Company Service Provider

Corporation, the number of shares of Common Stock (the “Operating Company Purchased RSU/Other Award Shares”) equal to the number issued in settlement of the Restricted Stock Units or Other

Equity-Based Awards. The deemed price paid by the Operating Company (or Subsidiary of the Operating Company) to the Corporation for Operating Company Purchased RSU/Other Award Shares shall be an amount equal to the product of (x) the number of

Operating Company Purchased RSU/Other Award Shares and (y) the Fair Market Value of a share of Common Stock at the time of settlement.

ii.

The Operating Company (or Subsidiary of the Operating Company) shall be deemed to transfer such shares of

Common Stock to the Participant at no additional cost, as additional compensation.

iii.

The Operating Company shall issue to the Corporation on the date of settlement a number of Common Units equal

to the number of Operating Company Purchased RSU/Other Award Shares in consideration for a deemed Capital Contribution from the Corporation in an amount equal to the number of Common Units issued in accordance with this section, multiplied by the per-Common Unit Fair Market Value. In the case where an Operating Company Service Provider is an employee or service provider to a Subsidiary of the Operating Company, the Operating Company shall be deemed to have

contributed such amount to the capital of such Subsidiary of the Operating Company.

Other Full-Value Awards. To the extent the Corporation grants full-value Awards (other than Restricted

Stock, Restricted Stock Units and Other Equity-Based Awards), the provisions of this Section 2 shall apply mutatis mutandis with respect to such full-value Awards, to the extent applicable (as determined by the Administrator).

Stock Options. The following shall apply to Options granted under the Plan:

Transfer of Common Stock to Corporation Service Providers. As soon as reasonably practicable after

receipt by the Corporation, pursuant to Section 7(d) of the Plan, of payment for the shares of Common Stock with respect to which an Option (which in the case of a Corporation Service Provider was issued to and is held by such Participant in

such capacity), or portion thereof, is exercised by a Participant who is a Corporation Service Provider:

The Corporation shall transfer to the holder of such Option the number of shares of Common Stock equal to the

number of shares of Common Stock subject to the Option (or portion thereof) that is exercised subject to the terms of the Plan.

ii.

The Corporation, shall, as soon as practicable after such exercise, make a Capital Contribution to the

Operating Company in an amount equal to the exercise price paid to the Corporation by such Participant in connection with the exercise of the Option. If required by Section 6.05 of the Operating Agreement, the Operating Company shall reimburse

the Corporation for the compensation expense equal to the Fair Market Value of a share of Common Stock as of the date of exercise multiplied by the number of shares of Common Stock then being issued in connection with the exercise of such Option,

less the exercise price paid to the Corporation by such Participant in connection with the exercise of the Option. Notwithstanding the amount of the Capital Contribution actually made pursuant to this Section 3(a)(ii), the Corporation shall be

deemed to have contributed in the aggregate to the Operating Company as a Capital Contribution, inclusive of any Capital Contribution actually made, an amount equal to the Fair Market Value of a share of Common Stock as of the date of exercise

multiplied by the number of shares of Common Stock then being issued in connection with the exercise of such Option.

iii.

The Operating Company shall issue to the Corporation, on the date of the issuance of any Common Stock described

in Section 3(a)(i) hereof, a number of Common Units equal to the number of issued shares of Common Stock pursuant to Section 3(a)(i) hereof, in consideration for the Capital Contributions described in Section 3(a)(ii) hereof.

Transfer of Common Stock to Operating Company Service Providers. As soon as reasonably practicable after

receipt by the Corporation, pursuant to Section 7(d) of the Plan, of payment for the shares of Common Stock with respect to which an Option (which was issued to and is held by an Operating Company Service Provider in such capacity), or portion

thereof, is exercised by a Participant who is an Operating Company Service Provider:

The Corporation shall transfer to the Participant the total number of shares of Common Stock with respect to

which the Option was exercised subject to the terms of the Plan (the “Total Purchased Shares”). Of the Total Purchased Shares, the number of shares of Common Stock that shall be deemed to be transferred directly to the

Participant shall be equal to (A) the amount of the exercise price paid by the Participant to the Corporation pursuant to Section 7(d) of the Plan (the “Exercise Price Paid”) divided by (B) the

Fair Market Value of a share of Common Stock at the time of exercise (the “Operating Company Holder Purchased Shares”).

ii.

The Corporation shall be deemed to sell to the Operating Company (or, if the Operating Company Service Provider

Corporation, the number of shares of Common Stock (the “Operating Company Purchased Option Shares”) equal to the excess of (A) the number of Total Purchased Shares, over (B) the number of Operating Company Holder

Purchased Shares. The deemed price paid by the Operating Company (or a Subsidiary of the Operating Company) to the Corporation for Operating Company Purchased Option Shares shall be an amount equal to the product of (x) the number of Operating

Company Purchased Option Shares and (y) the Fair Market Value of a share of Common Stock at the time of the exercise.

iii.

The Operating Company (or a Subsidiary of the Operating Company) shall be deemed to transfer the Operating

Company Purchased Option Shares to the Participant at no additional cost, as additional compensation.

iv.

The Operating Company shall issue to the Corporation on the date of exercise a number of Common Units equal to

the sum of the number of Total Purchased Shares in consideration for (i) a deemed Capital Contribution from the Corporation in an amount equal to the number of Operating Company Purchased Option Shares, multiplied by the per-Common Unit Fair Market Value and (ii) a Capital Contribution from the Corporation in amount equal to the Exercise Price Paid. In the case where an Operating Company Service Provider is an Employee or other

service provider to a Subsidiary of the Operating Company, the Operating Company shall be deemed to have contributed such amount to the capital of such Subsidiary of the Operating Company.

Stock Appreciation Rights. To the extent the Corporation grants any Stock Appreciation Rights, the

provisions of this Section 3 shall apply mutatis mutandis with respect to such Stock Appreciation Rights, to the extent applicable (as determined by the Administrator).

Dividend Equivalent Awards. The following shall apply to Dividend Equivalents granted under the Plan:

The Corporation shall make any payments to a Corporation Service Provider under the terms of the Dividend

Equivalent award, provided that the Corporation and the Operating Company shall treat such payments as having been made by the Corporation, and the Corporation shall report such payments as compensation to the Corporation Service Provider for all

purposes. The Operating Company shall pay to the Corporation the amount of any such payments that the Corporation is required to pay to, or with respect to, the Corporation Service Provider as a reimbursement of Corporation expenses pursuant to

Section 6.05 of the Operating Agreement.

The Corporation shall make any payments to an Operating Company Service Provider (less any applicable

withholding and other payroll taxes) under the terms of the Dividend Equivalent award, provided that the Operating Company (or, if the Operating Company Service Provider is an Employee or other service provider of a Subsidiary of the Operating

Company, such Subsidiary of the Operating Company) shall reimburse the Corporation for such amounts, handle any applicable withholding and deduct such amounts as compensation. In order to effectuate the foregoing, in addition to the Operating

Company’s (or the applicable Subsidiary’s) distributions to the Corporation with respect to Common Units held by the Corporation, the Operating Company (or the applicable Subsidiary) shall make an additional payment to the Corporation in

the amount of this reimbursement, which shall not be treated as a partnership distribution. Such payments shall be treated as having been made by the Operating Company (or the applicable Subsidiary), and not by the Corporation, to such Operating

Company Service Provider, and the Operating Company (or the applicable Subsidiary) shall report such payments as compensation to such Operating Company Service Provider for all purposes.

Forfeiture, Surrender or Repurchase of Common Stock. If any shares of Common Stock granted under

the Plan are (a) forfeited or surrendered by any Eligible Person eligible to participate in the Plan (an “Eligible Service Provider”) or (b) repurchased from any Eligible Service Provider by the Corporation, the

Operating Company or a Subsidiary, (i) the shares of Common Stock forfeited, surrendered or repurchased shall be returned to the Corporation, (ii) the Corporation (or, if the Eligible Service Provider is an Operating Company Service

Provider, the Operating Company or a Subsidiary of the Operating Company, as applicable) shall pay the repurchase price (if any) of the repurchased shares of Common Stock to such Eligible Service Provider, and (iii) if corresponding Common

Units had theretofore been issued in respect of the shares of Common Stock that were so forfeited, surrendered or repurchased, the Operating Company shall, contemporaneously with such forfeiture, surrender or repurchase of shares of Common Stock,

redeem or repurchase a number of the Common Units held by the Corporation equal to the number of forfeited, surrendered or repurchased shares of Common Stock, such redemption or repurchase to be upon the same terms and for the same price per Common

Unit as such shares of Common Stock are forfeited, surrendered or repurchased.

EX-10.3

Filename: d150033dex103.htm · Sequence: 6

EX-10.3

Exhibit 10.3

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of June 10, 2026 by and among WhiteHawk

Minerals Corp., a Delaware corporation (the “Company”), and the Holders (as defined herein) who are or become parties hereto.

RECITALS

WHEREAS,

the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.

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

Section 1.01 Definitions. The terms defined in this Article I shall, for all purposes

of this Agreement, have the respective meanings set forth below:

“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.

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

“Blackout Period” shall have the meaning given in Section 3.04(b).

“Business Day ” shall mean any day of the year on which national banking institutions in New York are open to the

public for conducting business and are not required or authorized to close.

“ Class A Common

Stock” shall mean the Class A common stock, par value $0.0001 per share, of the Company.

“

Class B Common Stock” shall mean the Class B common stock, par value $0.0001 per share, of the Company.

“Commission” shall mean the Securities and Exchange Commission.

“Common Units” shall mean common units representing limited partner interests in the Partnership.

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

“Closing” shall mean the closing of the initial public offering of the Company’s Class A Common Stock.

“Demanding Holder” and “Demanding Holders” shall have the meaning given in

Section 2.02(a).

“Effectiveness Deadline” shall have the meaning given in

Section 2.01.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as it

may be amended from time to time.

“Form S-3” shall have the meaning

given in Section 2.04.

“Holders” shall mean the undersigned holders party hereto.

“LP Agreement” shall mean the amended and restated limited partnership agreement of the Partnership.

“Maximum Number of Securities” shall have the meaning given in Section 2.02(b).

“Minimum Amount” shall have the meaning given in Section 2.02(a).

“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.

“Partnership” shall mean WhiteHawk Income Operating Partnership L.P.

“Piggyback Registration” shall have the meaning given in Section 2.03.

“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) shares of Class A Common Stock held by the Holders immediately

following Closing, (b) shares of Class A Common Stock issued or issuable by the Company in a Share Settlement (as defined in the LP Agreement) in connection with (x) the redemption by the Partnership of Common Units owned by any Holder or

(y) at the election of the Company, a direct exchange for Common Units owned by any Holder, in each case in accordance with the terms of the LP 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; (D) such securities may be sold without registration pursuant to Rule 144

promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with no volume or other restrictions or limitations); or (E) such securities have been sold to, or through, a broker, dealer or

underwriter in a public distribution or other public securities transaction.

“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;

(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;

(E)

reasonable fees and disbursements of all independent registered public accountants of the Company incurred

specifically in connection with such Registration (including the expenses of any special audit and “comfort letters” required by or incident to such performance); and

(F)

reasonable fees and expenses of one (1) legal counsel selected by the Demanding Holders in connection with

an Underwritten Offering.

“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.

“Suspension Period” shall have the meaning given in

Section 3.04(a).

“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 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.

ARTICLE II.

REGISTRATIONS

Section 2.01 Registration Statement. The Company shall, as soon as practicable after the Closing, but in any

event within one hundred eighty (180) days after the Closing, confidentially submit or file a Registration Statement under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders from time to time as

permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this Section 2.01 and shall use its commercially

reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in any event no later than the earlier of (i) two hundred seventy (270) days after the Closing and

(ii) the tenth (10th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further

review (such earlier date, the “Effectiveness Deadline”). The Registration Statement filed with the Commission pursuant to this Section 2.01 shall be on Form

S-1 or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in

such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such

Registration Statement. A Registration Statement filed pursuant to this Section 2.01 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The

Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this Section 2.01 to remain effective, and to be supplemented and amended to the extent necessary to ensure

that such Registration Statement is available or, if not available, that another registration statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be

Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this Section 2.01, but in any event within five (5) Business Days of such date, the Company

shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this Section 2.01 (including any 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 an untrue statement of a material fact or omit to state a material fact required to be stated therein or

necessary to make the statements therein not misleading (in the case of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made).

Section 2.02 Underwritten Offering.

(a) In the event that any Holder or Holders elect to dispose of Registrable Securities under a Registration Statement pursuant to an

Underwritten Offering of all or part of such Registrable Securities that are registered by such Registration Statement and reasonably expect aggregate gross proceeds in excess of $30,000,000 (the “Minimum Amount”) from such

Underwritten Offering, then the Company shall, upon the written demand of such Holder or Holders, as the case may be (any such Holder, a “Demanding Holder” and, collectively, the “Demanding

Holders”), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of equity securities with the managing Underwriter or Underwriters selected by the majority-in-interest of the Demanding Holders and reasonably acceptable to the Company, 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; provided, however, that (x) the Company shall not be obligated to effect more than two (2) Underwritten Offerings in any twelve (12) month period pursuant to

this Section 2.02 and (y) any demand made pursuant to this Section 2.02(a) must be made in good faith with a bona fide intention to consummate the applicable Underwritten Offering. In addition, the Company shall

give prompt written notice to each other Holder regarding such proposed Underwritten Offering, and such notice shall offer such Holders the opportunity to include in the Underwritten Offering such number of Registrable Securities as each such Holder

may request. Each such Holder shall make such request in writing to the Company within five (5) Business Days after the receipt of any such notice from the Company, which request shall specify the number of Registrable Securities intended to be

disposed of by such Holder. In connection with any Underwritten Offering contemplated by this Section 2.02, the underwriting agreement into which each Demanding Holder and the Company shall enter shall contain such

representations, covenants, indemnities (subject to Article IV) and other rights and obligations as are customary in underwritten offerings of equity securities. No Demanding Holder shall be required to make any representations or warranties

to or agreements with the Company or the Underwriters other than representations, warranties or agreements regarding such Demanding Holder’s authority to enter into such underwriting agreement and to sell, and its ownership of, the securities

being registered on its behalf, its intended method of distribution and any other representation required by law.

(b) If the managing

Underwriter or Underwriters in an Underwritten Offering, in good faith, advises the Company and the Demanding Holders that the dollar amount or number of Registrable Securities that the Demanding Holders desire to sell, taken together with all other

shares of Class A Common Stock or other equity securities that the Company or any other Holder desires to sell and the shares of Class A Common Stock, if any, as to which a Registration 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 the 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:

(i) first, the Registrable Securities of the Demanding Holders pro rata based on the respective number of

Registrable Securities that each Demanding Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Demanding Holders have requested be included in such Underwritten Offering that can

be sold without exceeding the Maximum Number of Securities;

(ii) second, to the extent that the Maximum Number of

Securities has not been reached under the foregoing clause (i), shares of 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

(iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing

clause (i) and clause (ii), shares of Class A Common Stock or other equity securities of (x) other Holders who have elected to participate in the Underwritten Offering pursuant to

Section 2.02(a) or (y) persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons, pro rata, which can be sold without

exceeding the Maximum Number of Securities.

Securities included in an Underwritten Offering pursuant to this Section 2.02 for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters of its intention to withdraw from

such Underwritten Offering prior to the pricing of such Underwritten Offering and such withdrawn amount shall no longer be considered an Underwritten Offering; provided, however, that upon the withdrawal of an amount of Registrable

Securities that results in the remaining amount of Registrable Securities included by the Holders, as the case may be, in such Underwritten Offering being less than the Minimum Amount, the Company shall 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 Offering prior to its withdrawal under this

Section 2.02(c).

Section 2.03 Piggyback Registration.

(a) If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an Underwritten Offering of

equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the

Company including, without limitation, pursuant to Section 2.02 hereof) on a form that would permit registration of Registrable Securities, other than a Registration Statement (i) filed in connection with any employee stock

option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for

a dividend reinvestment

plan or (v) on Form S-4, then the Company shall give written

notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than five (5) Business Days before the anticipated filing date of such Registration Statement, 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, if any, in such offering, and (B) offer to all of

the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within three (3) Business Days after receipt of such written notice (in the case of an

“overnight” or “bought” offering, such requests must be made by the Holders within one (1) Business Day after the delivery of any such notice by the Company) (such Registration a “Piggyback

Registration”); provided, however, that (x) no Holder shall be entitled to include any Registrable Securities in a Piggyback Registration to the extent such Registrable Securities are then registered for resale on an

effective Registration Statement and may be sold thereunder without restriction, and (y) if the Company has been advised by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will

have an adverse effect on the price, timing or distribution of the Class A Common Stock in the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing

Underwriter(s), the Company shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of

Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.03(b). Subject to Section 2.03(b), the Company shall, in good faith, cause

such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable 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 Section 2.03 to be included in a Piggyback Registration 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. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no

further right to participate in such Underwritten Offering. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2.03 shall enter into an underwriting

agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

(b) If the managing

Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration that the dollar amount or number

of shares of Class A Common Stock that the Company desires to sell, taken together with (i) the shares of Class A Common Stock, if any, as to which Registration 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 registration has been requested pursuant to Sections 2.02 and 2.03, and (iii) the shares of

Class A Common Stock, if any, as to which Registration 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:

(i) If the Registration is undertaken for the Company’s account, the

Company shall include in any such Registration (A) first, shares of 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;

(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to

Sections 2.02 and 2.03 hereof, pro rata based on the number of Registrable Securities each such Holder has requested to be included in such Registration, which can be sold without exceeding the Maximum Number of Securities; and

(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), shares of Class A Common Stock, if any, as to which Registration has been requested pursuant to

written contractual piggyback registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;

(ii) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities,

then the Company shall include in any such Registration (A) first, shares of Class A Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which

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 Holders exercising their rights

to register their Registrable Securities pursuant to Sections 2.02 and 2.03 hereof, pro rata based on the number of Registrable Securities each such Holder has requested to be included in such Registration, which can be sold without

exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), shares of 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 (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and

(C), shares of Class A Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can

be sold without exceeding the Maximum Number of Securities.

from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of its intention to withdraw from such Piggyback Registration prior to the pricing of such

Underwritten Offering. 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 a Registration Statement filed with the

Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses

incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.03.

(d) For purposes of clarity, any Registration effected pursuant to

Section 2.03 hereof shall not be counted as a Registration effected under Section 2.02 hereof.

Section 2.04 Registrations on Form S-3. The Holders of Registrable

Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their

Registrable Securities on Form S-3 or similar short form registration statement that may be available at such time (“Form S-3”);

provided, however, that the Company shall not be obligated to effect such request through an Underwritten Offering. Within ten (10) days of the Company’s receipt of a written request from a Holder or Holders of Registrable

Securities for a Registration on Form S-3, the Company shall promptly give written notice of the proposed Registration on Form S-3 to all other Holders of Registrable

Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form S-3 shall so notify the

Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than twenty (20) days after the Company’s initial receipt of such written

request for a Registration on Form S-3, the Company shall register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion

of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any

such Registration pursuant to this Section 2.04 if (i) a Form S-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with the

Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $30,000,000.

ARTICLE III.

COMPANY PROCEDURES

Section 3.01 General Procedures. The Company shall use its commercially reasonable efforts to effect the

Registration of Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as practicable:

(a) subject to Section 2.01, prepare and file with the Commission a Registration Statement with respect to such

Registrable Securities and use its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective pursuant to the terms of this Agreement until all of such Registrable Securities have been disposed of

(if earlier);

(b) 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 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 of such Registrable Securities have been disposed of (if earlier) in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;

thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and to one legal counsel selected by the 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 legal counsel selected by such Holders may request in order to facilitate the disposition of the Registrable

Securities owned by such Holders;

(d) prior to any public offering of Registrable Securities, use its commercially reasonable 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 or as a dealer in securities 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;

(e) use its commercially reasonable 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;

(f) provide a transfer agent and registrar for all

such Registrable Securities no later than the effective date of such Registration Statement;

(g) 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 commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

(h) at least three (3) Business Days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to

such Registration Statement or Prospectus (other than any document that is incorporated by reference into such Registration Statement or Prospectus), furnish a copy thereof to each seller of such Registrable Securities or its counsel;

(i) notify the Holders 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 3.04 hereof;

(j) 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;

(k) obtain a “cold comfort” letter and, to the extent applicable,

a reserve engineer letter from the Company’s independent registered public accountants or, with respect to reserve reports, independent reserve engineers in the event of an Underwritten Offering, in customary form and covering such matters of

the type customarily covered by “cold comfort” letters as the managing Underwriter may reasonably request, including, if required pursuant to Regulation S-X, with respect to financial statements of

businesses acquired or to be acquired by the Company that are required to be included in the Registration Statement pursuant to Rule 3-05 of Regulation S-X;

(l) on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated as of such date, of

counsel representing the Company for the purposes of such Registration, addressed to 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 are customarily included in such opinions and negative assurance letters;

(m) in the event of any Underwritten

Offering, enter into and perform its obligations under an underwriting agreement, on terms agreed to by the Company with the managing Underwriter of such offering;

(n) make available to its security holders, as soon as reasonably practicable, an earnings statement (which need not be audited) 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);

(o) if any Underwritten Offering involves

the disposition of Registrable Securities involving gross proceeds in excess of the Minimum Amount, use its 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

(p) otherwise, in good faith, take such customary actions necessary to effect the

registration of such Registrable Securities contemplated hereby; and

(q) in connection with any Underwritten Offering, use its

commercially reasonable efforts to procure customary lock-up agreements from each of the Company’s directors and officers who are not Holders hereunder (or who are otherwise not subject to lock-up restrictions in connection with such Underwritten Offering), in form and substance reasonably satisfactory to the managing Underwriter or Underwriters.

Section 3.02 Registration Expenses. The Registration Expenses of all Registrations shall be borne by the

Company. It is acknowledged by the Holders and the Company that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, stamp duty

and stock transfer taxes and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.

Section 3.03 Requirements for Participation in Underwritten Offerings. No person may participate in any

Underwritten Offering for equity securities of the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in the underwriting agreement for such Underwritten Offering 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 agreement.

Section 3.04 Suspension of Sales; Adverse Disclosure.

(a) 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”).

(b) If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration (including in connection

with an Underwritten Offering) 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, such Registration Statement (including in connection with an Underwritten Offering) for

the shortest period of time, but in no event more than sixty (60) 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.

which it exercised its rights under this Section 3.04. Notwithstanding anything to the contrary in this Section 3.04 , in no event shall any Suspension Period or any Blackout Period continue for

more than one hundred twenty (120) days in the aggregate during any 365-day period.

Section 3.05 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. 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. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

ARTICLE IV.

INDEMNIFICATION AND CONTRIBUTION

Section 4.01 Indemnification.

(a) 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 (i) in the case of any Registration Statement or any

amendment thereof or supplement thereto, any untrue or alleged untrue statement of material fact or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or

(ii) in the case of any Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto, any untrue or alleged untrue statement of material fact or any omission or alleged omission of a material fact required to be stated

therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, 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.

(b) 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 (i) in the case

of any Registration Statement or any amendment thereof or supplement thereto, any untrue statement of material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or

(ii) in the case of any Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto, any untrue statement of material fact or any omission of a material fact required to be stated therein or necessary to make the

statements therein, in the light of the circumstances under which they were made, not misleading, 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.

(c) 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.

(d) 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.

(e) If the indemnification provided under this Section 4.01 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

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 Section 4.01(e)

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 Section 4.01(a), Section 4.01(b) and Section 4.01(c) above, 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 Section 4.01(e) 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 Section 4.01(e). 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 Section 4.01(e) from any person who was not guilty of such fraudulent misrepresentation.

ARTICLE V.

MISCELLANEOUS

Section 5.01 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, or telegram. 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, in the case of notices delivered by courier service, telegram and hand delivery, at such time as it is delivered to the addressee (with the delivery

receipt or the affidavit of messenger) and in the case of electronic mail and telecopy, when sent. Any notice or communication under this Agreement must be addressed, if to the Company, to: 2000 Market Street, Suite 910, Philadelphia, PA 19103,

Attention: Jeffrey Slotterback, and, if to any Holder, at such Holder’s address as set forth on the signature pages hereto. 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 upon receipt of such notice as provided in this Section 5.01.

Section 5.02 Assignment; No Third Party Beneficiaries.

(a) 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.

(b) This Agreement and the rights, duties and obligations of the Holders of Registrable Securities hereunder may be freely

assigned or delegated by such Holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such Holder.

(c) 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.

(d) 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 5.02.

(e) 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 5.01 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 5.02 shall be null and void.

Section 5.03 Counterparts. This Agreement may be executed in multiple counterparts (including electronic 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.

Section 5.04 Governing Law. 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 DELAWARE AS APPLIED TO AGREEMENTS AMONG DELAWARE RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN DELAWARE,

WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION.

Section 5.05 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, 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. 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.

Section 5.06 Other Registration Rights. 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. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and

conditions among the parties and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

Section 5.07 Term. This Agreement shall terminate upon the date as of which no Holders (or permitted

assignees under Section 5.02) hold any Registrable Securities. The provisions of Section 3.05 and Article IV shall survive any termination.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date

first written above.

COMPANY:

WHITEHAWK MINERALS CORP.

By:

/s/ Jeffrey Slotterback

Name: Jeffrey Slotterback

Title: Chief Financial Officer, Treasurer and Secretary

[Signature Page to

Registration Rights Agreement]

HOLDER:

WHITEHAWK MINERALS LLC

By:

/s/ Jeffrey Slotterback

Name: Jeffrey Slotterback

Title: Chief Financial Officer

Address:

2400 Market Street, Offsite Suite 230

Philadelphia, PA 19103

[Signature Page to

Registration Rights Agreement]

OMEGA CAPITAL PARTNERS, LP

By:

/s/ Leon Cooperman

Name: Leon Cooperman

Title: Managing Member of the GP

Address: 7118 Melrose Castle Lane

Boca Raton, Florida

33496

[Signature Page to

Registration Rights Agreement]

/s/ Wayne Cooperman

Wayne Cooperman

Address: 636 Morris Turnpike, Suite 3B,

Short Hills, NJ 07078

[Signature Page to

Registration Rights Agreement]

/s/ Daniel Herz

Daniel Herz

Address: 2000 Market Street, Suite 910 Philadelphia,

PA 19103

[Signature Page to

Registration Rights Agreement]

BCA-WHE, LLC

By:

/s/ Jeffery Smith

Name: Jeffery Smith

Title: Chief Executive Officer

Address: 3284 Northside Parkway NW, Suite 150

Atlanta, GA

30327

[Signature Page to

Registration Rights Agreement]

PHICAP ADVISORS, LLC

By:

/s/ Jeffrey Slotterback

Name: Jeffrey Slotterback

Title: Authorized Signatory

Address: 1430 Walnut Street, Suite 200,

Philadelphia, PA

19102

[Signature Page to

Registration Rights Agreement]

/s/ Matthew Heinlein

Matthew Heinlein

Address: 2000 Market Street, Suite 910

Philadelphia, PA 19103

[Signature Page to

Registration Rights Agreement]

EX-10.4

Filename: d150033dex104.htm · Sequence: 7

EX-10.4

Exhibit 10.4

Execution Version

FIRST

AMENDMENT TO

AMENDED AND RESTATED CREDIT

AGREEMENT

DATED AS OF JUNE 10, 2026

AMONG

WHITEHAWK MINERALS CORP.

(FORMERLY KNOWN AS WHITEHAWK INCOME

CORPORATION)

AS PARENT,

WHITEHAWK INCOME OPERATING PARTNERSHIP L.P.

AS BORROWER,

CAPITAL ONE, NATIONAL ASSOCIATION,

AS ADMINISTRATIVE AGENT AND

ISSUING BANK

AND

THE

LENDERS PARTY HERETO

CAPITAL ONE, NATIONAL ASSOCIATION,

AS JOINT LEAD ARRANGER AND SOLE

BOOKRUNNER

U.S. BANK NATIONAL ASSOCIATION,

AS JOINT LEAD ARRANGER

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”) dated as of

June 10, 2026, WhiteHawk Income Operating Partnership L.P., a Delaware limited partnership (the “Borrower”); WhiteHawk Minerals Corp. (formerly known as WhiteHawk Income Corporation), a Delaware corporation (the

“Parent”); WhiteHawk Income OP GP LLC, a Delaware limited liability company, in its capacity as the general partner of the Borrower (the “General Partner”); the Subsidiaries of the Borrower listed on the

signature page hereof (the “Guarantors” and collectively with the Borrower, the “Obligors”) each of the Lenders from time to time party hereto; and Capital One, National Association, as administrative agent and

collateral agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and as the Issuing Bank.

R E C I T A L S

A. The Borrower, the Parent, the General Partner, the Administrative Agent, as administrative agent, the Issuing Bank, and the lenders party

thereto are parties to that certain Amended and Restated Credit Agreement dated as of May 25, 2026 (the “Credit Agreement”).

B. The Borrower and the Guarantors are parties to that certain Guarantee and Collateral Agreement, dated as of June 10, 2026, made by the

Borrower, each of the other Obligors party thereto and the Administrative Agent (the “Guarantee and Collateral Agreement”).

C. The Borrower has requested and the Administrative Agent and the Lenders party hereto have agreed to amend the Credit Agreement, subject to

the terms and conditions of this First Amendment.

D. NOW, THEREFORE, to induce the Administrative Agent and the Lenders to enter into this

First Amendment and in consideration of the promises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Defined Terms. Each capitalized term used herein but not otherwise defined herein has the meaning given such term in

the Credit Agreement, as amended by this First Amendment (unless otherwise indicated). Unless otherwise indicated, all section references in this First Amendment refer to sections of the Credit Agreement.

Section 2. Amendments to Credit Agreement.

2.1 Amendment to Cover Page. The cover page of the Credit Agreement is hereby amended by replacing the phrase

“WHITEHAWK INCOME CORPORATION” with the phrase “WHITEHAWK MINERALS CORP. (FORMERLY

KNOWN AS WHITEHAWK INCOME CORPORATION)”.

2.2 Amendment to Introductory Paragraph. The introductory paragraph of the Credit

Agreement is hereby amended by replacing the phrase “WhiteHawk Income Corporation, a Delaware corporation (the “Parent”)” with the phrase “WhiteHawk Minerals Corp. (formerly known as WhiteHawk Income

Corporation), a Delaware corporation (the “Parent”)”.

2.3 Amendments to Section 1.02.

(a) Each of the following definitions is hereby amended and restated in its entirety to read as follows:

“Agreement” means this Amended and Restated Credit Agreement, as amended by the First Amendment, and as the

same may from time to time be further amended, restated, amended and restated, supplemented or otherwise modified.

“Secured Swap Agreement” means any Swap Agreement between the Borrower or any Restricted Subsidiary and any

Person that is entered into prior to the time, or during the time, that such Person was, a Lender or an Affiliate of a Lender (including any such Swap Agreement in existence prior to the Signing Date and the Effective Date), even if such Person

subsequently ceases to be a Lender (or an Affiliate of a Lender) for any reason (any such Person, a “Secured Swap Party”); provided that, for the avoidance of doubt, the term “Secured Swap Agreement”

shall not include any Swap Agreement or transactions under any Swap Agreement entered into after the time that such Secured Swap Party ceases to be a Lender or an Affiliate of a Lender.

“Secured Swap Obligations” means all amounts and other obligations owing to any Secured Swap Party under any

Secured Swap Agreement (other than Excluded Swap Obligations).

“Secured Swap Party” has the meaning

assigned to such term in the definition of Secured Swap Agreement.

(b) The following definitions are hereby added where alphabetically

appropriate to read as follows:

“First Amendment” means that certain First Amendment to Amended and

Restated Credit Agreement, dated as of June 10, 2026, among the Borrower, the Parent, the General Partner, the Administrative Agent and the Lenders party thereto.

“First Amendment Effective Date” has the meaning assigned to such term in the First Amendment.

“Citadel Permitted Existing Trade Documents”, “Citadel Permitted Existing Trades” and “Citadel Swap Counterparty Acknowledgment” is hereby deleted in its entirety.

(d) The definition of “Applicable Margin” is hereby amended by replacing

the first reference to “> 25%” contained therein with “≤ 25%”.

(e) The definition of “Pro

Forma Basis” is hereby amended by (i) replacing each reference to “Section 9.05(n)” contained therein with “Section 9.05(j)” and (ii) by replacing the

phrase “for purposes Section 9.02(i)” contained therein with “for purposes of Section 9.02(i)”.

2.4 Amendment to Section 6.02(u). Section 6.02(u) is hereby deleted in its entirety.

2.5 Amendment to Section 9.04(a)(iv). Section 9.04(a)(iv) is hereby amended by replacing the phrase “each

of the Borrower” contained therein with “the Borrower”.

2.6 Amendment to Section 9.05.

Section 9.05 is hereby amended by replacing the phrase “preceding clauses (a) through (l)” contained therein with the phrase “preceding clauses (a) through (k)”.

2.7 Amendment to Section 9.15(b)(ii). Section 9.15(b)(ii) is hereby amended by replacing the reference to

“Section 9.05(k)” contained therein with the phrase “Section 9.05(j)”.

2.8 Amendment to Section 9.17. Section 9.17 is hereby amended and restated in its entirety to read as follows:

Section 9.17 Amendments to Organizational Documents . None of the Parent, the

General Partner or the Borrower will, and the Borrower will not permit any of the other Credit Parties to directly or indirectly amend, modify or otherwise change, or permit any amendment, modification or other change to (pursuant to a waiver or

otherwise), any organizational or governing document of the Parent, the General Partner, the Borrower or any of its Restricted Subsidiaries (including by the filing or modification of any certificate of designation (including, with respect to the

Parent, the Series B Preferred Shares and the Series D Preferred Shares (to the extent outstanding as of the Effective Date)) or certificate formation or articles of incorporation, or any agreement or arrangement (including any shareholders’

agreement) entered into, with respect to any of its Equity Interests), or enter into any new agreement with respect to any of its Equity Interests, except (a) (other than with respect to the Parent, the Series B Preferred Shares and the Series D

Preferred Shares (to the extent outstanding as of the Effective Date)) in the case of any such amendments, modifications or changes or any such agreements or arrangements that do not materially adversely affect any right, privilege or interest of

Administrative Agent or the Lenders under the Loan Documents or in the Collateral or (b) with respect to the Parent in the case of the Series B Preferred Shares and the Series D Preferred Shares (to the extent outstanding as of the Effective

Date), such amendments, modifications or changes or any such agreements or arrangements that do not adversely affect the Administrative Agent or the Lenders (it being understood that any amendment,

modification or change, or waiver or consent to (x) Section 4(b), Section 5, Section 6 and any provision relating to the assignment or termination thereof of the Amended and

Restated Certificate of Designations of Preferred Stock of the Parent and (y) Section 5, Section 6(a) and Section 6(b) of the Certificate of Designations of Series B Preferred Stock of the Parent, in each shall adversely affect

the Administrative Agent and the Lenders).

2.9 Amendment to Section 12.02(b)(vii). Section 12.02(b)(vii) is

hereby amended by replacing the phrase “(except as set forth in Section 11.10 or in the Guarantee and Collateral Agreement)” contained therein with “(except as set forth in

Section 11.10 or in the Guarantee and Collateral Agreement as in effect on the Effective Date)”.

2.10

Amendment to Section 12.02(b)(ix). Section 12.02(b)(ix) is hereby amended by replacing the phrase “the definition of “Citadel Permitted Existing Trades,” “Secured Swap Agreement,””

contained therein with the phrase “the definition of “Secured Swap Agreement”,”.

2.11 Amendment to

Section 12.02(b)(x). Section 12.02(b)(x) is hereby amended and restated in its entirety to read as follows:

(x) (A) contractually subordinate the Obligations in right of payment to any other Debt for borrowed money or (B) contractually

subordinate the liens in the Collateral to the liens securing any other Debt for borrowed money, in each case, without the consent of each Lender (other than any Defaulting Lender);

2.12 Amendments to Exhibits. The Exhibits are hereby amended by replacing each reference to “WhiteHawk Income Corporation, a

Delaware corporation” contained therein with “WhiteHawk Minerals Corp. (formerly known as WhiteHawk Income Corporation), a Delaware corporation”.

2.13 Amendments to Schedules.

(a) Each of Schedule 1.02 and Schedule 7.18 is hereby deleted in its entirety.

(b) Each of Schedule 7.05, Schedule 7.13, Schedule 7.16, Schedule 7.17, Schedule 9.02 and Schedule 9.05 is hereby amended and restated in its

entirety to read as set forth in Schedule 7.05, Schedule 7.13, Schedule 7.16, Schedule 7.17, Schedule 9.02 and Schedule 9.05, respectively, attached to this First Amendment.

2.14 Amendments to Table of Contents. The Table of Contents to the Credit Agreement is hereby amended by deleting (a) the phrase

“and Citadel Permitted Existing Trade Documents” therefrom and (b) the following entries therefrom in their entirety:

Schedule 1.02 Citadel Permitted Existing Confirmations

Schedule 7.18 Citadel Permitted Existing Trades

Section 3. Assignment and Assumption.

3.1 As used in this First Amendment, (i) the term “Existing Lenders” means the collective reference to Capital One,

National Association and U.S. Bank National Association; (ii) the term “New Lenders” means the collective reference to each of Flagstar Bank, N.A., JPMorgan Chase Bank, N.A., and Truist Bank; and (iii) the term

“New and Continuing Lenders” means the collective reference to each Existing Lender and each New Lender.

3.2

Effective as of the First Amendment Effective Date, immediately prior to giving effect to (x) the Effective Date under the Credit Agreement and the funding of Loans and the issuance of Letters of Credit, if any, on the Effective Date and

(y) the amendments contained in Section 2 of this First Amendment: (a) each Existing Lender has, in consultation with the Borrower, agreed to (i) reallocate its respective Commitment and (ii) allow each

New Lender to become a party to the Credit Agreement as a Lender by acquiring an interest in the total Commitments; and (b) for an agreed consideration, each Existing Lender (each, an “Assignor”) hereby irrevocably sells and

assigns to each New Lender (each, an “Assignee”), and such Assignee hereby irrevocably purchases and assumes from such Assignor, subject to and in accordance with the Standard Terms and Conditions (as set forth in Annex 1 to

Exhibit H) and the Credit Agreement, as of the First Amendment Effective Date, immediately prior to giving effect to (x) the Effective Date under the Credit Agreement and the funding of Loans and the issuance of Letters of Credit, if

any, on the Effective Date and (y) the amendments contained in Section 2 of this First Amendment, (i) all of such Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and

the other Loan Documents and any other documents or instruments delivered pursuant thereto, in each case, to the extent related to an amount and percentage interest of all of such outstanding rights and obligations of such Assignor under the Credit

Agreement, to the extent necessary so that, after giving effect thereto, each New and Continuing Lender shall have the Applicable Percentage, Elected Commitment and Maximum Credit Amount set forth for such New and Continuing Lender on Annex I

attached to this First Amendment, which Annex I supersedes and replaces Annex I to the Credit Agreement (and Annex I to the Credit Agreement is hereby amended and restated in its entirety to read as set forth on Annex I attached hereto); and

(ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of such Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in

connection with the Credit Agreement and the other Loan Documents and any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including

contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned

pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”; and the sales and assignments and purchases and assumptions of the Assigned Interests described in this clause

(b) being referred to herein collectively as the “Assignment and Reallocation”). Such sale and assignment is without recourse to any Assignor and, except as expressly provided in this Section 3,

without representation or warranty by any Assignor. On the First Amendment Effective Date, after giving effect to the Assignment and Reallocation, each New Lender shall become a party to the Credit Agreement, as amended by this First Amendment, as a

“Lender” and shall have all of the rights and obligations of a Lender under the Credit Agreement, as amended by this First Amendment, and the other Loan Documents. Each of the Administrative Agent, the Issuing Bank, each Existing Lender

and the Borrower hereby consents and agrees to

the Assignment and Reallocation, including each New Lender’s acquisition of interest in the Aggregate Elected Commitment Amounts and the Aggregate Maximum Credit Amounts. With respect to

the Assignment and Reallocation, each Existing Lender shall be deemed to have sold and assigned its Assigned Interest and each New Lender shall be deemed to have acquired such Assigned Interest pursuant to the terms and conditions of the Assignment

and Assumption attached as Exhibit H to the Credit Agreement (the “Assignment Agreement”), as if each Lender had executed such Assignment Agreement with respect to such Assigned Interest, pursuant to which (i) each New Lender

shall be an “Assignee”, (ii) each Existing Lender shall be an “Assignor” and (iii) the term “Effective Date” shall be the First Amendment Effective Date as defined herein. On the First Amendment Effective

Date, after giving effect to the Assignment and Reallocation, the Administrative Agent shall take the actions specified in Section 12.04(b)(iv), including recording the Assignment and Reallocation described herein in the Register, and the

Assignment and Reallocation shall be effective for all purposes of the Credit Agreement. Notwithstanding anything to the contrary in Section 12.04(b)(ii)(D), no Lender shall be required to pay a processing and recordation fee of $3,500 to the

Administrative Agent in connection with the Assignment and Reallocation.

Section 4. Conditions of Effectiveness. This First

Amendment will become effective on the date on which each of the following conditions precedent are satisfied or waived (the “First Amendment Effective Date”):

4.1 First Amendment. The Administrative Agent shall have received from the Parent, the General Partner, the Borrower, and the Guarantors

and the Lenders (including each New Lender), counterparts (in such number as may be requested by the Administrative Agent) of this First Amendment signed on behalf of such Person.

4.2 Effective Date. The “Effective Date” under the Credit Agreement has occurred (or shall occur substantially concurrently

with the First Amendment Effective Date).

The Administrative Agent is hereby authorized and directed to declare this First Amendment to be

effective when it has received documents confirming compliance with the conditions set forth in this Section 4 or the waiver of such conditions as agreed to by the Lenders. Such declaration shall be final, conclusive and

binding upon all parties to the Credit Agreement for all purposes.

Section 5. Miscellaneous.

5.1 Sequence of Agreements. Notwithstanding that the First Amendment Effective Date and the Effective Date under the Credit Agreement

are the same date or anything to the contrary contained herein, (a) the effectiveness of the amendments in Section 2 of this First Amendment on the First Amendment Effective Date shall be deemed to have occurred

simultaneously with the occurrence of the Effective Date under the Credit Agreement and the funding of Loans and the issuance of Letters of Credit, if any, on the Effective Date; and (b) the Assignment and Reallocation set forth in

Section 3 of this First Amendment on the First Amendment Effective Date shall be deemed to have occurred immediately prior to the occurrence of the Effective Date under the Credit Agreement and the funding of Loans and the

issuance of Letters of Credit, if any, on the Effective Date

5.2 Updated Schedules. The amendments to the Schedules pursuant to this First

Amendment satisfy the requirements of Section 6.02(t) of the Credit Agreement.

5.3 Confirmation. The provisions of the Credit

Agreement, as amended by this First Amendment, shall remain in full force and effect following the effectiveness of this First Amendment.

5.4 Ratification and Affirmation; Representations and Warranties. Each of the Parent, the General Partner, and the Obligors hereby:

(a) acknowledges the terms of this First Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan

Document to which it is a party remains in full force and effect, except as expressly amended hereby; (c) agrees that from and after the First Amendment Effective Date each reference to the Credit Agreement in the other Loan Documents shall be

deemed to be a reference to the Credit Agreement, as amended by this First Amendment; and (d) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this First Amendment: (i) all of the

representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (except to the extent any such representations and warranties (A) are expressly limited to an earlier date, in

which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date or (B) are already qualified by materiality, Material Adverse Effect or a similar qualification, in

which case, such representations and warranties shall be true and correct in all respects) and (ii) no Default or Event of Default has occurred and is continuing.

5.5 Counterparts. This First Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each

of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this First Amendment by facsimile or other electronic transmission

(e.g., .pdf) shall be effective as delivery of a manually executed counterpart of this First Amendment. The words “execute,” “execution,” “signed,” “signature,” “delivery” and words

of like import in or related to this First Amendment shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries

or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as

provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic

Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature.

For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an

electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in

any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided

that, without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other

parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (b) upon the request of the Administrative Agent or any Lender, any Electronic

Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, each party hereto hereby (i) agrees that, for all purposes, including without limitation, in connection

with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and any of the Credit Parties, electronic images of this Agreement or any other Loan Document (in each case,

including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (ii) waives any argument, defense or right to contest the validity or enforceability of the Loan

Documents based solely on the lack of paper original copies of any Loan Documents, including with respect to any signature pages thereto.

5.6 NO ORAL AGREEMENT. This First Amendment, the other Loan Documents and any separate letter agreements with respect to fees payable to

the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof and

thereof. THIS FIRST AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT WITH RESPECT TO THE SUBJECT MATTER CONTAINED HEREIN AND THEREIN AMONG THE PARTIES HERETO AND THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,

CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

5.7

GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

5.8

Loan Document. This First Amendment is a “Loan Document” as defined and described in the Credit Agreement and all of the terms and provisions of the Credit Agreement relating to Loan Documents shall apply hereto.

5.9 Payment of Expenses. In accordance with Section 12.03, the Borrower agrees to pay or reimburse the Administrative Agent for all

of its reasonable and documented out-of-pocket costs and expenses incurred in connection with this First Amendment, any other documents prepared in connection herewith

and the transactions contemplated hereby, including, without limitation, the reasonable and documented out-of-pocket fees and disbursements of counsel to the

Administrative Agent.

5.10 Severability. Any provision of this First Amendment held to be invalid, illegal or unenforceable in any

jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof or thereof; and the

invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

5.11 Successors and Assigns. This First Amendment shall be binding upon and inure to

the benefit of the parties hereto and their respective successors and assigns.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed

and delivered by their proper and duly authorized officer(s) as of the day and year first above written.

BORROWER:

WHITEHAWK INCOME OPERATING

PARTNERSHIP L.P., a Delaware limited partnership

By: WhiteHawk Income OP GP LLC, its general partner

By:

/s/ Jeffrey Slotterback

Name: Jeffrey Slotterback

Title: Chief Financial Officer and Secretary

PARENT:

WHITEHAWK MINERALS CORP. (FORMERLY KNOWN AS WHITEHAWK INCOME CORPORATION), a Delaware corporation

By:

/s/ Jeffrey Slotterback

Name: Jeffrey Slotterback

Title: Chief Financial Officer and Secretary

GENERAL PARTNER:

WHITEHAWK INCOME OP GP LLC, a Delaware limited liability company

By:

/s/ Jeffrey Slotterback

Name: Jeffrey Slotterback

Title: Chief Financial Officer and Secretary

[SIGNATURE PAGE TO FIRST AMENDMENT

TO AMENDED AND RESTATED CREDIT AGREEMENT]

GUARANTORS:

WHITEHAWK MANAGEMENT LLC, a Delaware limited liability company

By:

/s/ Jeffrey Slotterback

Name: Jeffrey Slotterback

Title: Chief Financial Officer and Secretary

WHITEHAWK ENERGY SERVICES, LLC, a Delaware limited liability company

By:

/s/ Jeffrey Slotterback

Name: Jeffrey Slotterback

Title: Chief Financial Officer and Secretary

WHITEHAWK VF LLC, a Delaware limited liability company

By:

/s/ Jeffrey Slotterback

Name: Jeffrey Slotterback

Title: Chief Financial Officer and Secretary

WHITEHAWK INCOME MARCELLUS LLC, a Delaware limited liability company

By:

/s/ Jeffrey Slotterback

Name: Jeffrey Slotterback

Title: Chief Financial Officer and Secretary

[SIGNATURE PAGE TO FIRST AMENDMENT

TO AMENDED AND RESTATED CREDIT AGREEMENT]

WHITEHAWK ACQUISITION, LLC, a Delaware limited liability company

By:

/s/ Jeffrey Slotterback

Name: Jeffrey Slotterback

Title: Chief Financial Officer and Secretary

WHITEHAWK INCOME HAYNESVILLE LLC, a Delaware limited liability company

By:

/s/ Jeffrey Slotterback

Name: Jeffrey Slotterback

Title: Chief Financial Officer and Secretary

PHX MINERALS LLC, a Delaware limited liability company

By:

/s/ Jeffrey Slotterback

Name: Jeffrey Slotterback

Title: Chief Financial Officer and Secretary

[SIGNATURE PAGE TO FIRST

AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]

ADMINISTRATIVE AGENT, ISSUING BANK AND A LENDER:

CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Bank and a Lender

By:

/s/ David Lee Garza

Name: David Lee Garza

Title: Director

[SIGNATURE PAGE TO FIRST AMENDMENT

TO AMENDED AND RESTATED CREDIT AGREEMENT]

LENDER:

U.S. BANK NATIONAL ASSOCIATION, as a Lender

By:

/s/ Alex Pedrinan

Name: Alex Pedrinan

Title: Vice President

[SIGNATURE PAGE TO FIRST AMENDMENT

TO AMENDED AND RESTATED CREDIT AGREEMENT]

LENDER:

FLAGSTAR BANK, N.A., as a Lender

By:

/s/ Meghan Jackson

Name: Meghan Jackson

Title: Senior Vice President

[SIGNATURE PAGE TO FIRST AMENDMENT

TO AMENDED AND RESTATED CREDIT AGREEMENT]

LENDER:

JPMORGAN CHASE BANK N.A., as a Lender

By:

/s/ Kyle Gruen

Name: Kyle Gruen

Title: Authorized Officer

[SIGNATURE PAGE TO FIRST AMENDMENT

TO AMENDED AND RESTATED CREDIT AGREEMENT]

LENDER:

TRUIST BANK, as a Lender

By:

/s/ Greg Krablin

Name: Greg Krablin

Title: Director

[SIGNATURE PAGE TO FIRST AMENDMENT

TO AMENDED AND RESTATED CREDIT AGREEMENT]

Annex I

LIST OF MAXIMUM CREDIT AMOUNTS AND ELECTED COMMITMENTS

Name of Lender

Applicable

Percentage

Elected

Commitment

Maximum

Credit Amount

Capital One, National Association

22.500000002

33,750,000.00

112,500,000.01

U.S. Bank National Association

22.500000002

33,750,000.00

112,500,000.01

Flagstar Bank, N.A.

18.333333332

27,500,000.00

91,666,666.66

JPMorgan Chase Bank, N.A.

18.333333332

27,500,000.00

91,666,666.66

Truist Bank

18.333333332

27,500,000.00

91,666,666.66

TOTAL

100.000000000

150,000,000.00

500,000,000.00

[Annex I]

EX-10.5

Filename: d150033dex105.htm · Sequence: 8

EX-10.5

Exhibit 10.5

EXECUTION COPY

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this “Agreement”) dated as of June 10, 2026, between WhiteHawk Minerals Corp., a

Delaware incorporated company (“PubCo”), WhiteHawk Income Operating Partnership L.P., a Delaware limited partnership (“OpCo” and together with PubCo and any subsidiaries or affiliates as may employ Executive

from time to time, the “Company”), and Daniel Herz (the “Executive”).

W I T

N E S S E T H

WHEREAS, the Company desires to continue to employ the Executive as

Chief Executive Officer of the Company; and

WHEREAS, the Company and the Executive desire to enter into this Agreement as

to the terms of the Executive’s employment with the Company.

NOW, THEREFORE, in consideration of the foregoing, of

the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. POSITION AND DUTIES.

(a) During the Employment Term (as defined in Section 2 hereof), the Executive shall serve as the Chief Executive

Officer of the Company. In this capacity, the Executive shall have the duties, authorities and functions commensurate with the duties, authorities and functions of persons holding such titles in

similarly-sized companies. The Executive’s principal place of employment with the Company shall be in New York, New York, provided that the Executive understands and agrees that the Executive may

be required to travel from time to time for business purposes. The Executive shall report directly to the Board of Directors (the “Board”) of PubCo. The Executive shall continue to serve on the Board as of the Effective Date and

the Company shall use its reasonable best efforts to nominate the Executive for election to the Board at each annual meeting of PubCo’s stockholders during the Employment Term; provided that the foregoing shall not be required to the extent

prohibited by legal or regulatory requirements.

(b) During the Employment Term, the Executive shall devote such necessary business time,

energy, business judgment, knowledge and skill and the Executive’s best efforts to the performance of the Executive’s duties with the Company, provided that the foregoing shall not prevent the Executive from (i) serving on

the boards of directors of non-profit organizations and, with the prior written approval of the Board, other for profit companies, (ii) participating in charitable, civic, educational, professional,

community or industry activities, (iii) managing the Executive’s personal investments, (iv) pursuing, investing in, acquiring, or otherwise participating in any Declined Opportunity or Outside Opportunity in accordance with

Section 26 of this Agreement and (v) providing services or investments as set forth on Exhibit A (collectively, the “Permitted Activities”) so long as such activities in the aggregate do not

materially interfere with the Executive’s duties hereunder or, other than for a Declined Opportunity, create a business or fiduciary conflict.

2. EMPLOYMENT TERM. The Company agrees to employ the Executive pursuant

to the terms of this Agreement, and the Executive agrees to be so employed, for a term commencing on the date of consummation of PubCo’s initial public offering of shares of Class A Common Stock (the “IPO Date” or

“Effective Date”) and ending on the fifth anniversary of the Effective Date (the “Initial Term”). On the fifth anniversary of the Effective Date and each one-year

anniversary of such date thereafter, the term of this Agreement shall be automatically extended for successive one-year periods, provided, however, that either party hereto may elect not to

extend this Agreement by giving written notice to the other party at least sixty (60) days prior to any such anniversary date. Notwithstanding the foregoing, the Executive’s employment hereunder may be earlier terminated in accordance

with Section 6 hereof, subject to Section 7 hereof. The period of time between the Effective Date and the termination of the Executive’s employment hereunder shall be referred to herein as

the “Employment Term.”

3. BASE SALARY. The Company agrees to pay the Executive a base salary at an

annual rate of not less than $500,000, payable in accordance with the regular payroll practices of the Company, but not less frequently than monthly. The Executive’s Base Salary shall be subject to annual review by the Board (or a

committee thereof), and may be increased, but not decreased (unless such decrease is part of a company-wide or management-wide reduction), from time to time by the Board. The base salary as determined herein and as may be increased from time to time

shall constitute “Base Salary” for purposes of this Agreement.

4. ANNUAL BONUS. For each fiscal year of the

Company during the Employment Term the Executive shall be eligible to receive an annual bonus (the “Annual Bonus”) with a target amount of no less than one hundred percent (100%) of Executive’s Base Salary (the

“Target Annual Bonus”), payable in a combination of cash and/or equity awards, as determined by the Board (or authorized committee thereof) in its sole discretion. The value of any equity awards shall be calculated based on the

grant date fair value of such awards. The Board (or such authorized committee) shall determine in its sole discretion the amount, form(s) and mix, and such other terms and conditions (including vesting, exercise and settlement) applicable to any

such equity award, taking into account the Executive’s and the Company’s performance; provided, however, that the form(s), mix, terms and conditions shall be reasonably consistent in all material respects as those provided to other

senior executives of the Company unless otherwise agreed to by the Executive. Any Annual Bonus for a fiscal year of the Company shall be paid in the next succeeding fiscal year on or before March 15 of such fiscal year.

5. EMPLOYEE BENEFITS.

(a) BENEFIT PLANS. During the Employment Term, the Executive shall be eligible to participate in any employee benefit plan that the

Company has adopted or may adopt, maintain or contribute to for the benefit of its employees generally, subject to satisfying the applicable eligibility requirements, except to the extent such plans are duplicative of the benefits otherwise provided

hereunder. The Executive’s participation will be subject to the terms of the applicable plan documents and generally applicable Company policies in effect from time to time. Notwithstanding the foregoing, the Company may modify or terminate

any employee benefit plan at any time.

(b) VACATIONS. During the Employment Term, the Executive shall be entitled to paid

vacation in accordance with the plans, policies, programs and practices of the Company applicable to its similarly situated senior executives, as in effect from time to time.

(c) BUSINESS EXPENSES. Upon presentation of reasonable substantiation and documentation as the Company may specify from time to time,

the Company shall pay or the Executive shall be reimbursed in accordance with the Company’s expense reimbursement policy in effect from time to time, for all reasonable

out-of-pocket business expenses incurred by the Executive during the Employment Term and in connection with the performance of the Executive’s duties hereunder. In

addition, the Company shall pay or reimburse the Executive for the Executive’s documented out-of-pocket legal fees incurred in connection with the negotiation and

drafting of this Agreement up to a maximum amount of $15,000.

6. TERMINATION. The Executive’s employment and the Employment

Term shall terminate on the first of the following to occur:

(a) DISABILITY. Upon ten (10) days’ prior written

notice by the Company to the Executive of termination due to Disability. For purposes of this Agreement, “Disability” means, a condition entitling the Executive to receive benefits under a long-term disability plan of the Company

or an Affiliate in which such Executive is eligible to participate, or, in the absence of such a plan, a permanent and total disability as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the

“Code”). A Disability shall only be deemed to occur if the Executive has been unable to perform the Executive’s principal duties and responsibilities hereunder for ninety (90) consecutive days or one hundred and twenty

(120) days during any period of three hundred and sixty-five (365) consecutive calendar days. Notwithstanding the foregoing, for payments that are subject to Code Section 409A (as defined in Section 24

hereof), Disability shall mean that the Executive is disabled under Section 409A(a)(2)(C)(i) or (ii) of the Code.

(b)

DEATH. Automatically upon the date of death of the Executive.

Company to the Executive of a termination for Cause. “Cause” shall mean:

(i) the Executive’s continued and

willful failure to substantially perform his duties (other than as a result of Disability), which continues beyond fifteen (15) days after a written demand for substantial performance is delivered by the Board that specifically identifies the

manner in which the Board believes that the Executive has not substantially performed his duties;

(ii) grossly negligent or illegal

conduct, or gross misconduct, by the Executive that is reasonably likely to result in material damage to the Company;

(iii) the

Executive’s conviction of, or the plea of guilty or nolo contendere or the equivalent in respect to, any felony or a misdemeanor involving an act of dishonesty, moral turpitude, deceit or fraud; or

(iv) the Executive’s material breach of any

non-competition, non-solicitation, confidentiality, non-disparagement or other restrictive covenant provision relating to the

Company, which breach is not cured (if capable of cure) within fifteen (15) days following notice of such breach provided by the Company that specifically identifies the manner in which the Company believes that the Executive breached any such

provisions.

In order to terminate the Executive’s employment for Cause, the Company must provide the Executive with written notice of its intention

to terminate the Executive’s employment for Cause setting forth in reasonable detail the specific conduct allegedly constituting Cause and the specific provisions of this Agreement on which such claim is based.

(d) WITHOUT CAUSE. Upon thirty (30) days advance written notice by the Company to the Executive of an involuntary

termination without Cause (other than for death or Disability).

(e) GOOD REASON. Upon written notice by the Executive to the

Company of a termination for Good Reason. “Good Reason” shall mean the occurrence of any of the following events, without the express written consent of the Executive, unless such events are fully corrected in all material

respects by the Company within thirty (30) days following written notification by the Executive to the Company of the occurrence of one of the reasons set forth below:

(i) a material diminution in the Executive’s titles, duties or authorities, including (A) a change in the Executive’s

reporting such that he no longer reports directly to the Board and (B) any material diminution in duties and/or authorities such that the Executive no longer has such duties and/or authorities typically associated with the Chief Executive

Officer of a public company;

(ii) a material diminution in the Executive’s Base Salary (unless such diminution is part of a

company-wide or management-wide reduction) or a material diminution in the Executive’s Target Annual Bonus opportunity;

(iii) a

material breach of this Agreement by the Company; or

(iv) a relocation of the Executive’s primary office location by more than

thirty (30) miles if such relocation materially increases the Executive’s commute.

The Executive shall provide the Company with a written notice

detailing the specific circumstances alleged to constitute Good Reason within forty-five (45) days after the Executive first has notice of the first occurrence of such circumstances, and, to the extent uncured, actually terminate employment

within thirty (30) days following the expiration of the Company’s thirty (30)-day cure period described above. Otherwise, any claim of such circumstances as “Good Reason” shall be deemed

irrevocably waived with respect to such circumstance by the Executive and no such termination for Good Reason shall be deemed to occur.

(f) WITHOUT GOOD REASON. Upon thirty (30) days’ prior written notice by the Executive to the Company of the

Executive’s voluntary termination of employment without Good Reason (which the Company may, in its sole discretion, make effective earlier than any notice date).

(g) EXPIRATION OF EMPLOYMENT TERM; NON-EXTENSION

OF AGREEMENT. Upon the expiration of the Employment Term due to the delivery of a non-extension notice by the Company or the Executive in accordance with Section 2

hereof.

7. CONSEQUENCES OF TERMINATION.

(a) DEATH. In the event that the Executive’s employment and the Employment Term end on account of the Executive’s death,

the Executive or the Executive’s estate, as the case may be, shall be entitled to the following (with the amounts due under Sections 7(a)(i) through 7(a)(iii) and 7(a)(v) hereof to be paid within sixty (60) days

following termination of employment, or such earlier date as may be required by applicable law):

(i) any unpaid Base Salary through the

date of termination;

(ii) reimbursement for any unreimbursed business expenses incurred through the date of termination;

(iii) any accrued but unused vacation time in accordance with Company policy;

(iv) all other payments, benefits or fringe benefits to which the Executive shall be entitled under the terms of any applicable compensation

arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement, payable in accordance with the terms of each such plan, program, or grant or as provided in this Agreement;

(v) a pro-rata portion of the Executive’s Target Annual Bonus for the fiscal year in which the

Executive’s termination occurs (determined by multiplying the amount of such bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of days during the fiscal year of termination that the Executive

is employed by the Company and the denominator of which is 365), payable within thirty (30) days of the Executive’s termination of employment in cash (the “Pro Rata Bonus”);

(vi) the earned Annual Bonus for any completed fiscal year ending prior to the date of termination, to the extent not previously paid payable

in cash or fully-vested and freely tradeable shares of the Company’s common stock, as determined by the Board in its sole discretion as and when such Annual Bonus would have been paid had the Executive’s employment not terminated (the

“Prior Year Bonus”);

(vii) subject to (A) the Executive’s (or his covered dependents’) timely

election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and (B) the Executive’s (or, if applicable, his estate’s) continued compliance with the

obligations in Sections 8, 9 and 10 hereof, reimbursement of the Executive’s COBRA premiums at the same level (including coverage for dependents, if applicable) and cost as if the Executive were an employee of the Company

(excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars) participating in the Company’s

group health plan for eighteen (18) months; provided that the Company may modify the

continuation coverage contemplated by this Section 7(a)(vii) to the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the

Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) or to the extent necessary to comply with Code Section 409A under Treasury

Regulation Section 1.409A-1(a)(5), in each case, in a manner with the least economic impact to the Executive (or their covered dependents); and provided, further, that in the event that the

Executive obtains other employment that offers comparable group health benefits, such reimbursements by the Company under this Section 7(a)(vii) shall immediately cease (the benefits described in this

Section 7(a)(vii), the “COBRA Reimbursement”); and

(viii) provided that the Executive

’s estate or beneficiaries shall have executed and delivered to the Company a general release pursuant to Section 8 and any period for rescission of such general release shall have expired without the Executive having

rescinded such general release, any unvested equity award granted under the PubCo 2026 Equity Incentive Plan (as may be amended and restated from time to time, the “2026 Plan”) or any successor equity incentive plan thereto

(1) that is subject solely to a time-based vesting condition will accelerate and vest in full on the Executive’s termination of employment and (2) that is subject to subsequent performance-based vesting conditions shall remain

outstanding and continue to be eligible to vest in accordance with the performance metrics set forth in the applicable award agreement (the “Equity Acceleration”).

Collectively, Sections 7(a)(i) through 7(a)(iv) hereof shall be hereafter referred to as the “Accrued Benefits.”

(b) DISABILITY. In the event that the Executive’s employment and/or the Employment Term ends on account of the

Executive’s Disability, the Company shall pay or provide the Executive with the Accrued Benefits, the Pro Rata Bonus, the Prior Year Bonus and the COBRA Reimbursement and, provided that the Executive shall have executed and delivered to the

Company a general release pursuant to Section 8 and any period for rescission of such general release shall have expired without the Executive having rescinded such general release, the Equity Acceleration.

AGREEMENT BY THE EXECUTIVE OR AS A RESULT OF A NON-EXTENSION OF THIS AGREEMENT BY THE COMPANY AND WAIVER OF SECTION 9(b) BY THE COMPANY. If the Executive’s employment is terminated (I) by

the Company for Cause, (II) by the Executive without Good Reason, (III) as a result of the Executive’s non-extension of the Employment Term as provided in Section 2

hereof, or (IV) as a result of the Company’s non-extension of the Employment Term as provided in Section 2 hereof and in the notice provided in accordance with

Section 2 the Company states that it is waiving enforcement of, and the Executive shall have no obligation under, Section 9(b) hereof, the Company shall pay to the Executive the Accrued Benefits.

In addition to the Accrued Benefits, in the event of a termination as a result of Company’s non-extension of the Employment Term pursuant to Section 7(c)(IV), the Executive shall be entitled to be

paid a Pro Rata Bonus, the Prior Year Bonus, and the COBRA Reimbursement, as well as the Equity Acceleration.

(d) TERMINATION WITHOUT CAUSE OR FOR GOOD REASON OR AS A RESULT OF A NON-EXTENSION OF THIS AGREEMENT BY THE COMPANY WITH NO WAIVER OF SECTION 9(b). If the Executive’s employment by the Company is terminated (I) by the Company other than for Cause, (II) by

the Executive for Good Reason, or (III) as a result of the Company’s non-extension of the Employment Term as provided in Section 2 hereof and the Company does not state in the

notice provided in accordance with Section 2 that it is waiving enforcement of, and the Executive shall have no obligation under, Section 9(b) hereof, subject to the provisions of

Section 24 hereof, the Company shall pay to the Executive:

(i) the Accrued Benefits;

(ii) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, the Pro Rata Bonus;

(iii) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, an amount equal to the

product of (A) the Severance Multiple and (B) the sum of (I) the Executive’s Base Salary and (II) the average Annual Bonus earned with respect to each of the last three consecutive completed calendar years immediately preceding

the date of termination (or during such shorter actual time of employment, as applicable, with such amount payable (or, to the extent applicable, deliverable) in a single lump sum within ten (10) business days following the Release Effective

Date (as defined in Section 8 hereof); provided that each payment made pursuant to this Section is intended to qualify as a short-term deferral within the meaning of Treasury Regulation

Section 1.409A-1(b)(4) or as a separation pay plan payment within the meaning of Treasury Regulation Section 1.409A-1(b)(9), and shall be interpreted and

administered accordingly; provided, further, that to the extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (as defined in Section 24

hereof), any such payment scheduled to occur during the first sixty (60) days following the termination of employment shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto;

(iv) the Prior Year Bonus;

(v)

the COBRA Reimbursement; and

(vi) with respect to any unvested equity award granted under the 2026 Plan or any successor equity incentive

plan thereto (1) that is subject solely to a time-based vesting condition, a prorated portion of such award that would have become vested as of the next vesting date immediately following the date of Executive’s termination of employment

shall become vested upon such date of termination, calculated based on multiplying the number of shares which would have become vested as of such next vesting date pursuant to such award by a fraction, the numerator of which is (i) the number

of completed months for which Executive was employed during the period beginning on the prior vesting date (or grant date if no vesting date has occurred) and ending on the date of termination, and the denominator of which is (ii) the

number of months in the applicable vesting period, and (2) that is subject to subsequent performance-based vesting conditions shall remain outstanding and eligible to vest based on actual

performance achievement in accordance with the performance metrics set forth in the applicable award agreement; provided that the number of shares subject to such award that vest and are paid/settled on such date(s) shall be pro-rated by a fraction, the numerator of which is the number of days elapsed from the beginning of the performance period applicable to such award through and including the date of Executive’s termination of

employment and the denominator of which is the total number of days comprising the full performance period applicable to such award.

Payments and

benefits provided in this Section 7(d) shall be in lieu of any termination or severance payments or benefits for which the Executive may be eligible under any of the plans, policies or programs of the Company or under the

Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.

For the purposes of this Agreement, the

“Severance Multiple” shall mean three (3) in the event the Executive’s termination of employment occurs during the Initial Term and two (2) if the Executive’s termination of employment occurs after the

expiration of the Initial Term.

(e) TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL. Notwithstanding the foregoing, if

the Executive’s employment is terminated pursuant to Section 7(d) on or within twenty-four (24) months following a Change in Control (as defined in the 2026 Plan), and provided that the Executive shall

have executed and delivered to the Company a general release pursuant to Section 8 and any period for rescission of such general release shall have expired without the Executive having rescinded such general release, in

addition to the payments or benefits pursuant to Section 7(d), any unvested equity award (i) that is subject solely to a time-based vesting condition will accelerate and vest in full and (ii) that is subject to

subsequent performance-based vesting conditions shall vest and be settled at the greater of target and actual performance, each as of the Executive’s termination of employment.

(f) OTHER OBLIGATIONS. Upon any termination of the Executive’s employment with the Company, the Executive shall be deemed

to have resigned from any position as an officer, director or fiduciary of any Company-related entity, and shall execute any documentation as requested by the Company to effectuate the foregoing.

(g) EXCLUSIVE REMEDY. The amounts payable to the Executive following termination of employment and the Employment Term hereunder

pursuant to Sections 6 and 7 hereof shall be in full and complete satisfaction of the Executive’s rights under this Agreement and any other claims that the Executive may have in respect of the Executive’s employment with

the Company or any of its Affiliates, and the Executive acknowledges that such amounts are fair and reasonable, and are the Executive’s sole and exclusive remedy, in lieu of all other remedies at law or in equity, with respect to the

termination of the Executive’s employment hereunder or any breach of this Agreement. Notwithstanding the foregoing, any equity awards subject to performance-based vesting conditions shall continue to be treated in accordance with the terms of

the applicable grant agreements, to the extent applicable.

8. RELEASE; NO MITIGATION; NO SET-OFF.

Any and all amounts payable and benefits or additional rights provided pursuant to this Agreement beyond the Accrued Benefits and any Prior Year Bonus shall only be payable if the Executive (or, if applicable, Executive’s estate or

beneficiary) delivers to the Company and does not revoke a general release of claims in favor of the Company in substantially the form attached on Exhibit B hereto. Such release shall be executed and delivered (and no longer subject to

revocation, if applicable) within sixty (60) days following termination (the “Release Effective Date”). In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of

the amounts payable to the Executive under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned by the Executive as a result of employment by a subsequent employer, except as

provided in Section 7(a)(vii) hereof. The Company’s obligations to pay the Executive amounts hereunder shall not be subject to set-off, counterclaim or recoupment of amounts

owed by the Executive to the Company or any of its Affiliates.

9. RESTRICTIVE COVENANTS.

(a) CONFIDENTIALITY. During the course of the Executive’s employment with the Company, the Executive will have access to

Confidential Information. For purposes of this Agreement, “Confidential Information” means all data, information, ideas, concepts, discoveries, trade secrets, inventions (whether or not patentable or reduced to practice),

innovations, improvements, know- how, developments, techniques, methods, processes, treatments, drawings, sketches, specifications, designs, plans, patterns, models, plans and strategies, and all other confidential or proprietary information or

trade secrets in any form or medium (whether merely remembered or embodied in a tangible or intangible form or medium) whether now or hereafter existing, relating to or arising from the past, current or potential business, activities and/or

operations of the Company or any of its Affiliates, including, without limitation, any such information relating to or concerning finances, sales, marketing, advertising, transition, promotions, pricing, personnel, customers, suppliers, vendors,

partners and/or competitors. The Executive agrees that, except as provided in Section 11 hereof, the Executive shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person,

other than in the course of the Executive’s assigned duties and for the benefit of the Company and its subsidiaries and Affiliates, either during the period of the Executive’s employment or at any time thereafter, any Confidential

Information or other confidential or proprietary information received from third parties subject to a duty on the Company’s and its subsidiaries’ and Affiliates’ part to maintain the confidentiality of such information, and to use

such information only for certain limited purposes, in each case, which shall have been obtained by the Executive during the Executive’s employment by the Company (or any predecessor). The foregoing shall not apply to information that

(i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or, to the knowledge of the Executive, any

third party; (iii) is independently developed by Executive, or comes into possession of the Executive, other than in connection with his employment hereunder; or (iv) the Executive is required to disclose by applicable law or regulation,

or a valid order or subpoena or request issued by a court of competent jurisdiction or an authorized governmental or regulatory agency, provided that the Executive, unless such notice is prohibited, provides the Company with prior notice of the

contemplated disclosure promptly upon learning of such requirement, and reasonably in advance of such disclosure, (A) discloses

only that portion of the Confidential Information that is legally required to be disclosed, (B) uses

reasonable efforts to ensure that such disclosure is afforded confidential treatment, and (C) cooperates with the Company at the Company’s expense in seeking a protective order or other appropriate protection of such information. For

purposes of this Agreement, “Affiliate” means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity, whether existing on the date hereof

or hereafter acquired or formed; provided, however, that no portfolio company or investment of any direct or indirect equityholder of the Company shall be deemed an Affiliate of the Company solely by virtue of sharing a common investor. For purposes

of this definition, “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of management or

policies, whether through ownership of voting securities, by contract or otherwise.

(b) NONCOMPETITION. The Executive acknowledges

that (i) the Executive performs services of a unique nature for the Company that are irreplaceable, and that the Executive’s performance of such services to a competing business would result in irreparable harm to the Company,

(ii) the Executive has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its Affiliates, (iii) in the course of the

Executive’s employment by a competitor, the Executive would inevitably use or disclose Confidential Information, (iv) the Company and its Affiliates have substantial relationships with their customers and the Executive has had and will

continue to have access to these customers, (v) the Executive has received and will receive specialized training from the Company and its Affiliates, (vi) the Executive has generated and will continue to generate goodwill for the Company

and its Affiliates in the course of the Executive’s employment, and (vii) the restrictive covenants set forth herein are supported by adequate consideration, including the Company’s agreement to provide the compensation, benefits,

and severance payments set forth in this Agreement. Accordingly, during the Employment Term and the Restricted Period (as defined below), the Executive agrees that the Executive will not engage in any Competitive Activities (as defined below),

except to the extent permissible pursuant to Section 26 or a Permitted Activity, in any basin or location in which the Company or any of its subsidiaries operates and owns any Hydrocarbon Interests (as defined below).

Notwithstanding the foregoing, nothing herein shall prohibit the Executive from being a passive owner of not more than one percent (1%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the

Company or any of its subsidiaries or Affiliates, so long as the Executive has no active participation in the business of such corporation, or owning a passive investment in any mutual, private equity or hedge fund or similar pooled investment

vehicle. For the purposes of this Agreement, (A) “Competitive Activities” shall mean owning any interest in, participating in (whether as a director, officer, employee, member, or partner), consulting with, rendering

services for (including as an employee or independent contractor), or in any manner engaging in any business or enterprise involving or related to the acquisition, ownership, or operation of Hydrocarbon Interests, in each case, except to the extent

permissible pursuant to Section 26; (B) “Hydrocarbon Interests” shall mean mineral and royalty assets and interests; and (C) “Restricted Period” means the period beginning on the

Executive’s last day of employment with the Company and ending (I) on the second anniversary thereof, if such termination of employment occurs prior to the expiration of the Initial Term and (II) on the first anniversary thereof, if

such termination occurs upon or after the expiration of the Initial Term.

(i) During the Employment Term and the Restricted Period, the Executive agrees that the Executive shall not, except in the furtherance of the

Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any customer of the Company or any of its subsidiaries or Affiliates to cease or

reduce doing business with the Company or any of its subsidiaries or Affiliates, or to purchase goods or services then sold by the Company or any of its subsidiaries or Affiliates from another person, firm, corporation or other entity or assist or

aid any other persons or entity in identifying or soliciting any such customer or interfere in any way with the business relationship between any customer of the Company and the Company or any of its subsidiaries or Affiliates.

(ii) During the Employment Term and the Restricted Period, the Executive agrees that the Executive shall not, except in the furtherance of the

Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee, representative or agent of the Company or any of its

subsidiaries or Affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee,

representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any

other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or Affiliates and any of their respective vendors, joint venturers or licensors. An employee, representative or agent shall be deemed covered

by this Section 9(c)(ii) while so employed or retained and for a period of six (6) months thereafter. Notwithstanding the foregoing, a general solicitation that is not targeted at employees, representatives, or agents

of the Company shall not constitute a breach of this Section 9(c)(ii).

(d) NONDISPARAGEMENT. Except as

provided in Section 11 hereof, the Executive agrees not to make negative comments or otherwise disparage the Company or its officers, directors, employees, or products other than to the extent necessary in the good faith

performance of the Executive’s duties to the Company while the Executive is employed by the Company. The Company agrees to instruct its officers and directors at the time of the Executive’s termination and, to the extent the Executive is

terminated in connection with a Change in Control (as defined in the 2026 Plan), its officers and directors in the ninety (90)-day period following such Change in Control, not to make negative or defamatory

comments about or otherwise disparage the Executive other than in the good faith performance of duties to the Company.

(e)

INVENTIONS.

(i) The Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work

products, developments, software, know-how, processes, techniques, works of authorship and other work product, whether patentable or unpatentable, (A) that are reduced to practice, created, invented,

designed, developed, contributed to and/or within the scope of the Executive’s work with the Company or that relate to the business, operations or actual or demonstrably anticipated research or development of the

Company, and that are made or conceived by the Executive, solely or jointly with others, during the Employment Term and that are not made or conceived by the Executive, solely or jointly with

others, in performance of any Permitted Activities or in connection with businesses acquired or invested in connection with Section 26 hereof, or (B) suggested by any work that the Executive performs in connection with

the Company while performing the Executive’s duties with the Company shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon (the

“Inventions”). The Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in

writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Executive will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Executive irrevocably conveys,

transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the

Executive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Executive will, at any time during and subsequent to the Employment Term, make such

applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all

without additional compensation to the Executive from the Company but at the Company’s sole expense. The Executive will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all

reasonable assistance (including the giving of testimony) to obtain the Inventions for the Company’s benefit, all without additional compensation to the Executive from the Company.

(ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on

behalf of the Company and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further

obligations to the Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys, transfers and

assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Executive’s right, title and interest in the

copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including, without limitation, the unrestricted right to make

modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions,

known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-called “moral

rights” with respect to the Inventions. To the extent that the Executive has any rights in the results and proceeds of the Executive’s service to the Company that cannot be assigned in the manner described herein, the Executive agrees to

unconditionally waive the enforcement of such rights. The Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue

thereon including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue of the Executive being an employee of or other service provider to the Company.

(f) RETURN OF COMPANY PROPERTY. Promptly following the Executive’s termination

of employment with the Company for any reason (or at any time prior thereto at the Company’s request), the Executive shall return all property belonging to the Company or its Affiliates (including, but not limited to, any Company-provided

laptops, computers, cell phones, wireless electronic mail devices or other equipment, or documents and property belonging to the Company). The Executive may retain the Executive’s Outlook contacts and calendar (or similar items) provided that

such items only include contact and calendar information.

(g) REASONABLENESS OF COVENANTS. In signing this Agreement, the

Executive gives the Company assurance that the Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 9 hereof. The Executive

agrees that these restraints are necessary for the reasonable and proper protection of the Company and its Affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length

of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Executive from obtaining other suitable employment during the period in which the Executive is bound by the restraints. The Executive

agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that the Executive is subject to the constraints in Section 9(a) hereof, the Executive will provide a

copy of Section 9 of this Agreement to such entity. The Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its Affiliates and that the Executive has

sufficient assets and skills to provide a livelihood while such covenants remain in force. The Executive further covenants that the Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this

Section 9, and that the Executive will reimburse the Company and its Affiliates for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this

Section 9 if either the Company and/or its Affiliates prevails on any material issue involved in such dispute or if the Executive challenges the reasonableness or enforceability of any of the provisions of this

Section 9. It is also agreed that each of the Company’s Affiliates will have the right to enforce all of the Executive’s obligations to that Affiliate under this Agreement, including without limitation pursuant to this

Section 9.

(h) REFORMATION. If it is determined by a court of competent jurisdiction in any state

that any restriction in this Section 9 is excessive in duration or scope or is unreasonable or unenforceable under applicable law, it is the intention of the parties that such restriction may be modified or amended by the

court to render it enforceable to the maximum extent permitted by the laws of that state.

(i) TOLLING. In the event of any

violation of the provisions of this Section 9, the Executive acknowledges and agrees that the post-termination restrictions contained in this Section 9 shall be extended by a period of time equal

to the period of such violation, it being the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled during any period of such violation.

(j) SURVIVAL OF PROVISIONS. The obligations contained in Sections 9 and

10 hereof shall survive the termination or expiration of the Employment Term and the Executive’s employment with the Company and shall be fully enforceable thereafter.

(k) RESTRICTIONS ON RESALE. In addition to any restrictions on transfer set forth in the Amended and Restated Agreement of Limited

Partnership of OpCo (the “Operating Agreement”), without the prior written consent of a majority of independent directors of PubCo, the Executive shall not offer, sell, contract to sell or otherwise transfer or dispose of

any of the Common Units (as defined in the Operating Agreement) or shares of Class A Common Stock (as defined in the Operating Agreement) received in exchange therefor, or securities convertible or exchangeable or exercisable for any of the

Common Units or shares of Class A Common Stock, or enter into any swap, hedge, or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Units or shares of Class A Common Stock

for a period of twelve (12) months commencing on the IPO Date (such period, the “Lockup Period”); provided, however, that nothing in this paragraph shall prohibit the Executive from (i) distributing

Common Units to the Executive’s Relatives (as defined in the Operating Agreement) received as consideration in connection with this Agreement or any other arrangement, provided such Relatives agree in writing to the restrictions of this

Section 9(k), or (ii) pledging such Common Units or shares of Class A Common Stock, provided such pledgee agrees in writing to the restrictions of this Section 9(k). The foregoing

restrictions shall not apply to transfers by the Executive to the Executive’s Affiliates, successors or any trust, family partnership or family limited liability company established for the benefit of the Executive or the Executive’s

Relatives, so long as such transferee agrees in writing to be bound by the terms of this Section 9(k). Notwithstanding the foregoing or any other provision in this Agreement to the contrary, (i) the provisions of this

Section 9(k) shall cease to be in effect upon the closing of a General Partner Change of Control (as defined in the Operating Agreement), and (ii) following the Lockup Period, in the event the Executive shall die while

holding Common Units or shares of Class A Common Stock, such Common Units or shares of Class A Common Stock shall be immediately and freely transferable, subject to applicable Law.

10. COOPERATION. Upon the receipt of reasonable notice from the Company or its outside counsel, the Executive agrees that while

employed by the Company and thereafter, the Executive will respond and provide information with regard to matters in which the Executive has knowledge as a result of the Executive’s employment with the Company, and will provide reasonable

assistance to the Company, its Affiliates and their respective representatives in defense of any claims that may be made against the Company or its Affiliates (other than any claims asserted by the Executive), and will assist the Company and its

Affiliates in the prosecution of any claims that may be made by the Company or its Affiliates (other than any claims that may be asserted against the Executive), to the extent that such claims may relate to the period of the Executive’s

employment with the Company (collectively, the “Claims”). The Executive agrees to promptly inform the Company if the Executive becomes aware of any lawsuits involving Claims that may be filed or threatened against the Company or

its Affiliates. The Executive also agrees to promptly inform the Company (to the extent that the Executive is legally permitted to do so) if the Executive is asked to assist in any investigation of the Company or its Affiliates (or their actions) or

another party attempts to obtain information or documents from the Executive (other than in connection with any litigation or other proceeding in which the Executive is a

party-in-opposition) and the Executive shall not provide such information or

documents except with the prior written consent of the Company or its counsel or as required by applicable law, regulation or legal process. If the Executive is required by law, regulation, or

legal process to provide information or testimony, the Executive shall, unless prohibited by law, provide prompt written notice to the Company so that the Company may seek a protective order or other appropriate remedy. Upon presentation of

appropriate documentation, the Company shall pay or reimburse the Executive for all reasonable out-of-pocket travel, duplicating or telephonic expenses and all

reasonable legal expenses incurred by the Executive in complying with this Section 10. To the extent such cooperation occurs subsequent to the termination of the Executive’s employment (and, if the Executive received

payment pursuant to Section 7(d)(iii), hereof, subsequent to the expiration of a number of years thereafter equal to the Severance Multiple), the Company shall compensate the Executive for such cooperation at a daily rate

equal to (i) the sum of the Executive’s final Base Salary divided by (ii) 365.

11. PROTECTED ACTIVITY. Notwithstanding

anything to the contrary contained herein, no provision of this Agreement shall be interpreted so as to impede the Executive from (i) reporting possible violations of federal, state or local law or regulation (including, without

limitation, laws relating to fraud, securities, harassment, discrimination, or retaliation) to, or discussing any possible violations with, any governmental agency or entity or self-regulatory organization, including but not limited to the

Department of Justice, the Securities and Exchange Commission, the Congress, any agency Inspector General, and FINRA, or making other disclosures under the whistleblower provisions of federal law or regulation, without the prior authorization of the

Company to make any such reports or disclosures and the Executive shall not be required to notify the Company that such reports or disclosures have been made; (ii) making truthful statements in response to legal process, required governmental

testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings), (iii) any disclosure or communication made by the Executive in connection with any report or complaint

to a federal, state or local governmental or law enforcement agency or body (including, but not limited to, the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and

the Department of Justice), (iv) any disclosure or communication protected under whistleblower provisions of applicable federal, state or local law, or (v) any other disclosure or communication that is required by law. 18 U.S.C. § 1833(b)

provides: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government

official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding,

if such filing is made under seal.” Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, the

parties to this Agreement have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also

have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.

12. EQUITABLE RELIEF AND OTHER REMEDIES. The Executive acknowledges and agrees

that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Section 9 or Section 10 hereof would be inadequate and, in recognition of this fact, the

Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond or other security, shall be entitled to obtain equitable relief in the form of specific performance,

a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available, without the necessity of showing actual monetary damages. In the event of a violation by the Executive of

Section 9 or Section 10 hereof, any severance being paid to the Executive pursuant to this Agreement or otherwise shall immediately cease, and any severance previously paid to the Executive shall

be immediately repaid to the Company.

13. NO ASSIGNMENTS. This Agreement is personal to each of the parties hereto. Except

as provided in this Section 13 hereof, no party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other party hereto. The Company may assign this Agreement to any

successor to all or substantially all of the business and/or assets of the Company, provided that the Company shall require such successor to expressly assume and agree to perform this Agreement in the same manner and to the same extent that

the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company and any successor to its business and/or assets, which assumes and agrees to perform

the duties and obligations of the Company under this Agreement by operation of law or otherwise.

14. NOTICE. For purposes of this

Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given (a) on the date of delivery, if delivered by hand, (b) on the date of transmission, if

delivered by confirmed facsimile or electronic mail, (c) on the first business day following the date of deposit, if delivered by guaranteed overnight delivery service, or (d) on the fourth business day following the date delivered or

mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the

Executive:

At the address (or to the e-mail address or facsimile

number) shown in the books and records of the

Company.

If to the Company:

2000 Market Street, Suite 910

Philadelphia, PA 19103

Attention: General Counsel

or to such other

address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

15. SECTION HEADINGS; INCONSISTENCY. The section headings used in this Agreement are included solely for convenience and shall

not affect, or be used in connection with, the interpretation of this Agreement. In the event of any inconsistency between the terms of this Agreement and any form, award, plan or policy of the Company, the terms of this Agreement shall govern and

control.

16. SEVERABILITY. The provisions of this Agreement shall be deemed

severable. The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality

or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by applicable law.

17. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original

but all of which together will constitute one and the same instrument.

18. ARBITRATION. Any dispute or controversy arising under

or in connection with this Agreement or the Executive’s employment with the Company shall be settled exclusively by confidential arbitration, conducted before a single arbitrator (as an individual, and not a class or collection action)

in New York, New York in accordance with the American Arbitration Association Employment Arbitration Rules and Mediation Procedures (the “Rules”) then in effect; provided, however, that the following claims are excluded from

mandatory arbitration: (i) claims for injunctive or equitable relief under Section 12 hereof; (ii) claims of sexual assault, sexual harassment, or whistleblower retaliation under the Sarbanes-Oxley Act or the Dodd-Frank Act; and

(iii) any other claim that cannot be subject to mandatory arbitration as a matter of law. A copy of the current version of the Rules is available at: https://www.adr.org/media/0vrpbnm0/2025_employment_arbitration_rules.pdf. To the fullest

extent of the law, the arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, formation, or enforceability of this Agreement, including but not limited to the arbitrability of any dispute

between the parties. The decision of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The parties acknowledge and agree that in connection

with any such arbitration, (a) the arbitration costs shall be borne entirely by the Company, (b) each party shall pay all of its own costs and expenses, except as otherwise required by applicable law, including, without limitation, its own

legal fees and expenses, provided that the Company will reimburse the Executive for all costs (including reasonable attorneys’ fees) incurred in a dispute if the Executive prevails on any material issue involved in such dispute, and

(c) the arbitrator shall have no power to award punitive damages to either party, except where an applicable statute allows for punitive damages. The parties further agree that this arbitration provision is intended to be mutually binding and

enforceable to the fullest extent permitted by applicable law.

19. INDEMNIFICATION. The Company hereby agrees to indemnify the

Executive and hold the Executive harmless to the greatest extent permitted by law or provided under the By-Laws of the Company against and in respect of any and all actions, suits, proceedings, claims,

demands, judgments, costs, expenses (including reasonable attorney’s fees), losses, and damages resulting from the Executive’s good faith performance of the Executive’s duties and obligations with the Company, and shall provide

advancement of expenses to the greatest extent permitted under applicable law. This obligation shall survive the termination of the Executive’s employment with the Company.

20. LIABILITY INSURANCE. The Company shall purchase and maintain, at its own

expense, directors; and officers’ liability insurance and cover the Executive under such directors’ and officers’ liability insurance both during and, while potential liability exists, after the term of this Agreement which shall

not be less favorable than the coverage provided to other senior executive officers and directors of the Company.

21. GOVERNING LAW;

WAIVER OF JURY TRIAL. This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of New York (without regard

to its choice of law provisions). As a specifically bargained for inducement for each of the parties hereto to enter into this Agreement (after having the opportunity to consult with counsel), each party hereto expressly waives the right

to trial by jury in any lawsuit or proceeding relating to or arising in any way from this Agreement or the matters contemplated hereby.

22. MISCELLANEOUS. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or

discharge is agreed to in writing and signed by the Executive and such officer or director as may be designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition

or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement together with all exhibits hereto sets forth

the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes any and all prior agreements or understandings between the Executive and the Company with respect to the subject matter hereof. No agreements

or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.

23. REPRESENTATIONS. The Executive represents and warrants to the Company that (a) the Executive has the legal right

to enter into this Agreement and to perform all of the obligations on the Executive’s part to be performed hereunder in accordance with its terms, and (b) the Executive is not a party to any agreement or understanding, written or oral, and is

not subject to any restriction, which, in either case, could prevent the Executive from entering into this Agreement or impair in any way the performance of the Executive’s duties and obligations hereunder. In addition, the Executive

acknowledges that the Executive is aware of Section 304 (Forfeiture of Certain Bonuses and Profits) of the Sarbanes-Oxley Act of 2002 and the right of the Company to be reimbursed for certain payments to the Executive in compliance therewith.

24. TAX MATTERS.

(a) WITHHOLDING. The Company may withhold from any and all amounts payable under this Agreement or otherwise such federal, state

and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

(b) DELIVERY OF SHARES ON NET BASIS. In the event the Executive is to be

issued shares of Class A common stock in accordance with any equity awards granted pursuant to this Agreement and the Executive is not able to sell a sufficient number of shares of Class A common stock to satisfy the Executive’s

applicable tax withholding obligations through a broker-assisted sale or other “sell-to-cover” mechanism, the Company shall, upon the Executive’s

election, retain a sufficient number of such shares to satisfy the Executive’s tax withholding obligations and deliver the remaining shares on a net share settlement basis.

(i) The intent of the parties is that payments and benefits under this Agreement be exempt from or otherwise comply with Internal Revenue Code

Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”), and any ambiguity shall be interpreted in accordance with the foregoing to the maximum extent

permitted. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and

economic benefit to the Executive and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be

imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A.

(ii) A termination of

employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation

from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation

from service.” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B),

then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or

provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent

required under Code Section 409A to avoid imposition of any additional taxes or interest. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 24(c)(ii) (whether

they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or

provided in accordance with the normal payment dates specified for them herein. Any payments subject to Code Section 409A that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following

the calendar year in which the payment event (such as termination of employment) occurs shall not commence payment prior to the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to avoid

additional taxes, penalties or interest under Code Section 409A.

(iii) To the extent that reimbursements or other

in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or

prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right to reimbursement or in-kind benefits shall not be subject to

liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses

eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

(iv)

For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this

Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

(v) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes

“nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

(d) EXCESS PARACHUTE PAYMENTS; LIMITATIONS ON PAYMENTS.

(i) Notwithstanding any other provision of this Agreement, if any payment or benefit received or to be received by the Executive (including

any payment or benefit received in connection with a termination of the Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, including the

payments and benefits under Section 7, being hereinafter referred to as the “Total Payments”) would, but for this Section 24(d), be subject (in whole or part), to the

excise tax imposed under Section 4999 of the Code (the “Excise Tax”), then, the Total Payments shall be reduced (but not below zero), to the extent necessary so that no portion of the Total Payments is subject to the Excise

Tax but only if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized

deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local

income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions

attributable to such unreduced Total Payments). If the Total Payments are so reduced, the Company shall reduce or eliminate the Total Payments (A) by first reducing or eliminating the portion of the Total Payments which are not payable in cash

(other than that portion of the Total Payments subject to clause (C)), (B) then by reducing or eliminating cash payments (other than that portion of the Total Payments subject to clause (C)) and (C) then by reducing or eliminating the portion

of the Total Payments (whether payable in cash or not payable in cash) to which Treasury Regulation § 1.280G-1 Q/A 24(c) (or successor thereto) applies, in each case in reverse order beginning with

payments or benefits which are to be paid the farthest in time.

(ii) For purposes of determining whether and the extent to which the Total Payments will be

subject to the Excise Tax, (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of

Section 280G(b) of the Code shall be taken into account; (ii) no portion of the Total Payments shall be taken into account which, in the written opinion of an independent, nationally recognized accounting firm (the “Independent

Advisors”) selected by the Company, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the

Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of Independent Advisors, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the

Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred

payment or benefit included in the Total Payments shall be determined by the Independent Advisors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

(iii) Any determination required under this Section 24(d), including whether any payments or benefits are parachute

payments, shall be made at the Company’s expense by an independent public accounting firm that is mutually agreed by the Company and the Executive (the “Accounting Firm”), based upon reasonable, good faith assumptions and

interpretations of Section 280G of the Code. The Executive and the Company shall provide the Accounting Firm with such information and documents as the Accounting Firm may reasonably request in order to make a determination under this

Section 24(d).

25. SARBANES-OXLEY ACT OF 2002. Notwithstanding anything herein to the contrary,

if the Company determines, in its good faith judgment, that any transfer or deemed transfer of funds hereunder is likely to be construed as a personal loan prohibited by Section 13(k) of the Securities Exchange Act of 1934, as amended, and the

rules and regulations promulgated thereunder (the “Exchange Act”), then such transfer or deemed transfer shall not be made to the extent necessary or appropriate so as not to violate the Exchange Act and the rules and regulations

promulgated thereunder.

26. CORPORATE OPPORTUNITIES. During the Employment Term, the Executive shall submit to the Board

(or an authorized subcommittee thereof) in writing all business, commercial and investment opportunities or offers presented to the Executive which reasonably relate to, and are within the scope of, the business of the Company and its Affiliates

(“Business Opportunities”) before pursuing any such Business Opportunities for his own personal benefit. If the Board (or authorized subcommittee thereof) either formally declines the opportunity (or pursuit thereof) or fails to

authorize the Company’s pursuit of such opportunity within 45 days of the Executive submitting to the Board (or an authorized subcommittee thereof) (the “Declined Opportunities”), the Executive shall be permitted to pursue,

invest in, acquire, or otherwise participate in, such Declined Opportunity; so long as such Business Opportunities do not interfere in any material respect with Executive’s performance of his duties hereunder or violate Executive’s

obligations under Section 9 of this Agreement. Any Business Opportunity that the Company exercises its right to pursue and then later renounces or elects to discontinue pursuit, shall, at such time, be considered a Business

Opportunity eligible for submission to the Board by Executive. In addition, the Executive shall be permitted to pursue, invest in, acquire, or otherwise participate in business, investment, and commercial opportunities that are not related to the

current or reasonably anticipated business activities of the Company and its

Affiliates (“Outside Opportunity”), provided that such Outside Opportunity does not constitute a breach of Executive’s obligations under

Section 9 and so long as Executive’s involvement in such Outside Opportunities, together with the Executive’s involvement in any Business Opportunities, do not interfere with the Executive’s performance of

his duties hereunder in any material respect. The Company acknowledges and agrees that the Executive’s pursuit, involvement and/or direct or indirect investment or other participation in such Declined Opportunities and Outside Opportunities

shall not be a breach of this Agreement (including, without limitation, the restrictive covenants set forth herein, subject to the requirements of this Section 26); provided, that, notwithstanding anything to the contrary in this

Section 26 or otherwise, in the event the Board reasonably determines in good faith that any such Declined Opportunities or Outside Opportunities constitute a breach of Executive’s fiduciary duties to Pubco and the

Company or otherwise would result in material harm to Pubco, the Company or their respective subsidiaries, Executive shall not be permitted to pursue, invest in, acquire, or otherwise participate in such Declined Opportunities or Outside

Opportunities. For the avoidance of doubt, nothing in this Section 26 shall modify or constitute a waiver of the Executive’s fiduciary duties to PubCo, the Company, or their respective subsidiaries.

27. CLAWBACK. Notwithstanding any other provisions in this Agreement, any payments made pursuant to this Agreement shall be

subject to recovery or clawback by the Company under any applicable clawback policy adopted by the Company in accordance with the Securities and Exchange Commission regulations or other applicable law, and the Executive agrees to execute appropriate

acknowledgements or other documentation as may be required pursuant to such policies from time to time.

[REMAINDER OF PAGE INTENTIONALLY

LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the

date first written above.

COMPANY

By:

/s/ Matthew Heinlein

Name:

Matthew Heinlein

Title:

Vice President & Head of Corporate

Development & Strategy and Director

EXECUTIVE

/s/ Daniel Herz

Daniel Herz

EXHIBIT A

PERMITTED SERVICES AND INVESTMENTS

Executive provides services to (including as a member of the board) each of the following entities and holds equity (and may receive equity) in each of the

following entities:

1. WhiteHawk Energy and its affiliates

2. Presidio Production

Osprey Acquisition III

A-1

EXHIBIT B

GENERAL RELEASE

[___________], in consideration of and subject to the performance by WhiteHawk Minerals Corp., a Delaware incorporated company (“PubCo”) , WhiteHawk Income Operating Partnership L.P., a Delaware limited partnership

“Agreement”) do hereby release and forever discharge as of the date hereof the Company and its respective Affiliates and all present, former and future managers, directors, officers, employees, agents, successors and assigns of the

Company and its Affiliates and direct or indirect owners (collectively, the “Released Parties”) to the extent provided below (this “General Release”). The Released Parties are intended to be third-party

beneficiaries of this General Release, and this General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder. Terms used herein but not otherwise defined

shall have the meanings given to them in the Agreement.

My employment or service with the Company and its Affiliates terminated as of [•], 20[•], and I

hereby resign from any position as an officer, member of the board of managers or directors (as applicable) or fiduciary of the Company or its Affiliates (or reaffirm any such resignation that may have already occurred). I understand certain

payments to me under Section 7 of the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will

not receive certain of the payments and benefits specified in Section 7 of the Agreement unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter. I understand

and agree that such payments and benefits are subject to Sections 9 and 10 of the Agreement, which (as noted below) expressly survive my termination of employment and the execution of this General Release. Such payments and benefits

will not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or its Affiliates.

Except as provided in paragraphs 4 and 5 below and except for the provisions of the Agreement which expressly

survive the termination of my employment with the Company, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims,

suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any

nature whatsoever in law and in equity, both past and present (through the date that this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties which

I, my spouse, or any of my heirs, executors, administrators or assigns, may have against the Company or any of the Released Parties that arise out of or are connected with my employment with, or my separation or termination from, the Company

(including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil

B-1

Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act

of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order

Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy,

contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or

other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “Claims”).

I represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other

matter covered by paragraph 2 above.

I agree that this General Release does not waive or release any rights or claims that I may have under the Age

Discrimination in Employment Act of 1967 which arise after the date I execute this General Release. I acknowledge and agree that my separation from employment with the Company in compliance with the terms of the Agreement shall not serve as the

basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967).

I agree that I hereby waive all rights to sue or obtain equitable, remedial or punitive relief from any or all

Released Parties of any kind whatsoever in respect of any Claim, including, without limitation, reinstatement, back pay, front pay, and any form of injunctive relief. Notwithstanding the above, I further acknowledge that I am not waiving and am not

being required to waive any right that cannot be waived under law, including the right to file an administrative charge or participate in an administrative investigation or proceeding; provided, however, that I disclaim and waive any

right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding. Additionally, I am not waiving any claims or rights (i) to the Accrued Benefits or any severance benefits to which

I am entitled under the Agreement, (ii) relating to directors’ and officers’ liability insurance coverage or any right of indemnification or advancement of expenses under the Company’s organizational documents, the Agreement or

otherwise, (iii) as an equity or security holder in the Company or its Affiliates, (iv) arising under Section 9(d) of the Agreement, or (v) with respect to vested benefits under any of the Company’s

benefit plans.

In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every

one of the Claims hereinabove mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected

Claims (notwithstanding any state or local statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or

implied. I

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acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I

further agree that in the event I should bring a Claim seeking damages against the Company, or in the event I should seek to recover against the Company in any Claim brought by a governmental agency on my behalf, this General Release shall serve as

a complete defense to such Claims to the maximum extent permitted by law. I further agree that I am not aware of any pending claim of the type described in paragraph 2 above as of the execution of this General Release.

I agree that neither this General Release, nor the furnishing of the consideration for this General Release,

shall be deemed or construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct.

I agree that if I violate this General Release by suing the Company or the other Released Parties, I will pay

all costs and expenses of defending against the suit incurred by the Released Parties, including reasonable attorneys’ fees.

I agree that this General Release and the Agreement are confidential and agree not to disclose any information

regarding the terms of this General Release or the Agreement, except to my immediate family and any tax, legal or other counsel I have consulted regarding the meaning or effect hereof or as required by law, and I will instruct each of the foregoing

not to disclose the same to anyone.

10.

Any non-disclosure provision in this General Release does not prohibit

or restrict me (or my attorney) from discussing any issue with the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), any other self- regulatory organization or any governmental entity.

11.

I hereby acknowledge that Sections 7 through 14, 19 through 22 and 24

through 27 of the Agreement shall survive my execution of this General Release.

12.

I represent that I am not aware of any claim by me other than the claims that are released by this General

Release. I acknowledge that I may hereafter discover claims or facts in addition to or different than those which I now know or believe to exist with respect to the subject matter of the release set forth in paragraph 2 above and which, if known or

suspected at the time of entering into this General Release, may have materially affected this General Release and my decision to enter into it.

13.

Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish,

diminish, or in any way affect any rights or claims arising out of any breach by the Company or by any Released Party of the Agreement after the date hereof.

14.

Whenever possible, each provision of this General Release shall be interpreted in such manner as to be

effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or

unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained

herein.

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BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

I HAVE READ IT CAREFULLY;

I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO,

RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT

OF 1974, AS AMENDED;

I VOLUNTARILY CONSENT TO EVERYTHING IN IT;

I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL

READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;

I HAVE HAD AT LEAST [21][45] DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE TO CONSIDER IT, AND THE

CHANGES MADE SINCE MY RECEIPT OF THIS RELEASE ARE NOT MATERIAL OR WERE MADE AT MY REQUEST AND WILL NOT RESTART THE REQUIRED [21][45]-DAY PERIOD;

I UNDERSTAND THAT I HAVE SEVEN (7) DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS

RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;

I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO

ADVISE ME WITH RESPECT TO IT; AND

I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY

AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.

SIGNED:

DATED:

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EX-10.6

Filename: d150033dex106.htm · Sequence: 9

EX-10.6

Exhibit 10.6

EXECUTION COPY

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this “Agreement”) dated as of June 10, 2026, between WhiteHawk Minerals Corp., a

from time to time, the “Company”), and Jeffrey Slotterback (the “Executive”).

W I

T N E S S E T H

WHEREAS, the Company desires to employ the Executive as

Chief Financial Officer, Treasurer and Secretary of the Company; and

WHEREAS, the Company and the Executive desire to enter

into this Agreement as to the terms of the Executive’s employment with the Company.

NOW, THEREFORE, in consideration

of the foregoing, of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. POSITION AND DUTIES.

(a) During the Employment Term (as defined in Section 2 hereof), the Executive shall serve as the Chief Financial

Officer, Treasurer and Secretary of the Company. In this capacity, the Executive shall have the duties, authorities and functions commensurate with the duties, authorities and functions of persons holding such titles in similarly-sized companies. The Executive’s principal place of employment with the Company shall be in Philadelphia, Pennsylvania, provided that the Executive understands and agrees that the Executive

may be required to travel from time to time for business purposes. The Executive shall report directly to the Chief Executive Officer of the Company.

(b) During the Employment Term, the Executive shall devote substantially all business time, energy, business judgment, knowledge and skill and

the Executive’s best efforts to the performance of the Executive’s duties with the Company, provided that the foregoing shall not prevent the Executive from (i) serving on the boards of directors of non-profit organizations and, with the prior written approval of the Board of Directors (the “Board”) of PubCo, other for-profit companies, (ii) participating

in charitable, civic, educational, professional, community or industry activities, (iii) managing the Executive’s personal investments and (iv) pursuing, investing in, acquiring, or otherwise participating in any Declined Opportunity

or Outside Opportunity in accordance with Section 26 of this Agreement (collectively, the “Permitted Activities”) so long as such activities in the aggregate do not materially interfere with the

Executive’s duties hereunder or, other than for a Declined Opportunity, create a business or fiduciary conflict.

2. EMPLOYMENT TERM. The Company agrees to employ the Executive pursuant to the

terms of this Agreement, and the Executive agrees to be so employed, for a term commencing on the date of consummation of PubCo’s initial public offering of shares of Class A Common Stock (the “IPO Date” or

“Effective Date”) and ending on the third anniversary of the Effective Date (the “Initial Term”). On the third anniversary of the Effective Date and each one-year

anniversary of such date thereafter, the term of this Agreement shall be automatically extended for successive one-year periods, provided, however, that either party hereto may elect not to

with Section 6 hereof, subject to Section 7 hereof. The period of time between the Effective Date and the termination of the Executive’s employment hereunder shall be referred to herein as

the “Employment Term.”

3. BASE SALARY. The Company agrees to pay the Executive a base salary at an

annual rate of not less than $400,000, payable in accordance with the regular payroll practices of the Company, but not less frequently than monthly. The Executive’s Base Salary shall be subject to annual review by the Board (or a

shall constitute “Base Salary” for purposes of this Agreement.

4. ANNUAL BONUS. For each fiscal year of the

5. EMPLOYEE BENEFITS.

(a) BENEFIT PLANS. During the Employment Term, the Executive shall be eligible to participate in any employee benefit plan that the

any employee benefit plan at any time.

(b) VACATIONS. During the Employment Term, the Executive shall be entitled to paid vacation

in accordance with the plans, policies, programs and practices of the Company applicable to its similarly situated senior executives, as in effect from time to time.

documentation as the Company may specify from time to time, the Company shall pay or the Executive shall be reimbursed in accordance with the Company’s expense reimbursement policy in effect from time to time, for all reasonable out-of-pocket business expenses incurred by the Executive during the Employment Term and in connection with the performance of the Executive’s duties hereunder.

6. TERMINATION. The Executive’s employment and the Employment Term shall terminate on the first of the following to occur:

(a) DISABILITY. Upon ten (10) days’ prior written notice by the Company to the Executive of termination due to

Disability. For purposes of this Agreement, “Disability” means, a condition entitling the Executive to receive benefits under a long-term disability plan of the Company or an Affiliate in which such Executive is eligible to

participate, or, in the absence of such a plan, a permanent and total disability as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). A Disability shall only be deemed to occur if the

Executive has been unable to perform the Executive’s principal duties and responsibilities hereunder for ninety (90) consecutive days or one hundred and twenty (120) days during any period of three hundred and sixty-five

(365) consecutive calendar days. Notwithstanding the foregoing, for payments that are subject to Code Section 409A (as defined in Section 24 hereof), Disability shall mean that the Executive is disabled under

Section 409A(a)(2)(C)(i) or (ii) of the Code.

(b) DEATH. Automatically upon the date of death of the Executive.

“Cause” shall mean:

(i) the Executive’s continued and willful failure to substantially perform his duties (other

than as a result of Disability), which continues beyond fifteen (15) days after a written demand for substantial performance is delivered by the Board that specifically identifies the manner in which the Board believes that the Executive has

not substantially performed his duties;

(ii) grossly negligent or illegal conduct, or gross misconduct, by the Executive that is

reasonably likely to result in material damage to the Company;

(iii) the Executive’s conviction of, or the plea of guilty or nolo

contendere or the equivalent in respect to, any felony or a misdemeanor involving an act of dishonesty, moral turpitude, deceit or fraud; or

(iv) the Executive’s material breach of any non-competition,

non-solicitation, confidentiality, non-disparagement or other restrictive covenant provision relating to the Company, which breach is not cured (if capable of cure)

within fifteen (15) days following notice of such breach provided by the Company that specifically identifies the manner in which the Company believes that the Executive breached any such provisions.

In order to terminate the Executive’s employment for Cause, the Company must provide the Executive

with written notice of its intention to terminate the Executive’s employment for Cause setting forth in reasonable detail the specific conduct allegedly constituting Cause and the specific provisions of this Agreement on which such claim is

based.

(d) WITHOUT CAUSE. Upon thirty (30) days advance written notice by the Company to the Executive of an involuntary

termination without Cause (other than for death or Disability).

(e) GOOD REASON. Upon written notice by the Executive to the

respects by the Company within thirty (30) days following written notification by the Executive to the Company of the occurrence of one of the reasons set forth below:

(i) a material diminution in the Executive’s titles, duties or authorities, including (A) a change in the Executive’s

reporting such that he no longer reports directly to the Chief Executive Officer of the Company and (B) any material diminution in duties and/or authorities such that the Executive no longer has such duties and/or authorities typically

associated with the Chief Financial Officer, Treasurer and Secretary of a public company;

(ii) a material diminution in the

Executive’s Base Salary (unless such diminution is part of a company-wide or management-wide reduction) or a material diminution in the Executive’s Target Annual Bonus opportunity;

(iii) a material breach of this Agreement by the Company; or

(iv) a relocation of the Executive’s primary office location by more than thirty (30) miles if such relocation materially increases the

Executive’s commute.

The Executive shall provide the Company with a written notice detailing the specific circumstances alleged to constitute Good

Reason within forty-five (45) days after the Executive first has notice of the first occurrence of such circumstances, and, to the extent uncured, actually terminate employment within thirty (30) days following the expiration of the

Company’s thirty (30)-day cure period described above. Otherwise, any claim of such circumstances as “Good Reason” shall be deemed irrevocably waived with respect to such circumstance by the

Executive and no such termination for Good Reason shall be deemed to occur.

(f) WITHOUT GOOD REASON. Upon thirty

(30) days’ prior written notice by the Executive to the Company of the Executive’s voluntary termination of employment without Good Reason (which the Company may, in its sole discretion, make effective earlier than any notice date).

(g) EXPIRATION OF EMPLOYMENT TERM; NON-EXTENSION OF AGREEMENT. Upon the expiration

of the Employment Term due to the delivery of a non-extension notice by the Company or the Executive in accordance with Section 2 hereof.

7. CONSEQUENCES OF TERMINATION.

(a) DEATH. In the event that the Executive’s employment and the Employment Term end on account of the Executive’s death,

following termination of employment, or such earlier date as may be required by applicable law):

(i) any unpaid Base Salary through the

date of termination;

(ii) reimbursement for any unreimbursed business expenses incurred through the date of termination;

(iii) any accrued but unused vacation time in accordance with Company policy;

(iv) all other payments, benefits or fringe benefits to which the Executive shall be entitled under the terms of any applicable compensation

(v) a pro-rata portion of the Executive’s Target Annual Bonus for the fiscal year in which the

is employed by the Company and the denominator of which is 365), payable within thirty (30) days of the Executive’s termination of employment in cash (the “Pro Rata Bonus”);

(vi) the earned Annual Bonus for any completed fiscal year ending prior to the date of termination, to the extent not previously paid payable

“Prior Year Bonus”);

(vii) subject to (A) the Executive’s (or his covered dependents’) timely

(excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars) participating in the Company’s group health plan for eighteen (18) months;

provided that the Company may modify the continuation coverage contemplated by this Section 7(a)(vii) to the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to

comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) or to the extent necessary

to comply with Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), in each case, in a manner with the least economic impact to the Executive (or his covered dependents); and

provided, further, that in the event that the Executive obtains other employment that offers comparable group health benefits, such reimbursements by the Company under this Section 7(a)(vii) shall immediately

cease (the benefits described in this Section 7(a)(vii), the “COBRA Reimbursement”); and

(viii) provided that the Executive ’s estate or beneficiaries shall have executed and

delivered to the Company a general release pursuant to Section 8 and any period for rescission of such general release shall have expired without the Executive having rescinded such general release, any unvested equity award granted under the

PubCo 2026 Equity Incentive Plan (as may be amended and restated from time to time, the “2026 Plan”) or any successor equity incentive plan thereto (1) that is subject solely to a time-based vesting condition will accelerate

and vest in full on the Executive’s termination of employment and (2) that is subject to subsequent performance-based vesting conditions shall remain outstanding and continue to be eligible to vest in accordance with the performance

metrics set forth in the applicable award agreement (the “Equity Acceleration”).

Collectively, Sections 7(a)(i) through

7(a)(iv) hereof shall be hereafter referred to as the “Accrued Benefits.”

(b) DISABILITY. In the event

that the Executive’s employment and/or the Employment Term ends on account of the Executive’s Disability, the Company shall pay or provide the Executive with the Accrued Benefits, the Pro Rata Bonus, the Prior Year Bonus and the COBRA

Reimbursement and, provided that the Executive shall have executed and delivered to the Company a general release pursuant to Section 8 and any period for rescission of such general release shall have expired without the Executive having

rescinded such general release, the Equity Acceleration.

(c) TERMINATION FOR CAUSE OR WITHOUT GOOD REASON OR AS A RESULT OF A NON-EXTENSION OF THIS AGREEMENT BY THE EXECUTIVE OR AS A RESULT OF A NON-EXTENSION OF THIS AGREEMENT BY THE COMPANY AND WAIVER OF SECTION 9(b) BY THE COMPANY. If the

Executive’s employment is terminated (I) by the Company for Cause, (II) by the Executive without Good Reason, (III) as a result of the Executive’s non-extension of the

Employment Term as provided in Section 2 hereof, or (IV) as a result of the Company’s non-extension of the Employment Term as provided in

Section 2 hereof and in the notice provided in accordance with Section 2 the Company states that it is waiving enforcement of, and the Executive shall have no obligation under,

Section 9(b) hereof, the Company shall pay to the Executive the Accrued Benefits. In addition to the Accrued Benefits, in the event of a termination as a result of Company’s

non-extension of the Employment Term pursuant to Section 7(c)(IV), the Executive shall be entitled to be paid a Pro Rata Bonus, the Prior Year Bonus, and the COBRA Reimbursement, as well as the Equity

Acceleration.

(d) TERMINATION WITHOUT CAUSE OR FOR GOOD REASON OR AS A RESULT OF A

NON-EXTENSION OF THIS AGREEMENT BY THE COMPANY WITH NO WAIVER OF SECTION 9(b). If the Executive’s employment by the Company is terminated (I) by the Company other than for Cause,

(II) by the Executive for Good Reason, or (III) as a result of the Company’s non-extension of the Employment Term as provided in Section 2 hereof and the Company does not state in

the notice provided in accordance with Section 2 that it is waiving enforcement of, and the Executive shall have no obligation under, Section 9(b) hereof, subject to the provisions of

Section 24 hereof, the Company shall pay to the Executive:

(i) the Accrued Benefits;

(ii) subject to the Executive’s continued compliance with the obligations in Sections

8, 9 and 10 hereof, the Pro Rata Bonus;

(iii) subject to the Executive’s continued compliance with the obligations in Sections 8, 9

and 10 hereof, an amount equal to the product of (A) the Severance Multiple and (B) the sum of (I) the Executive’s Base Salary and (II) the average Annual Bonus earned with respect to each of the last three consecutive completed

calendar years immediately preceding the date of termination (or during such shorter actual time of employment, as applicable, with such amount payable (or, to the extent applicable, deliverable) in a single lump sum within ten (10) business

days following the Release Effective Date (as defined in Section 8 hereof); provided that each payment made pursuant to this Section is intended to qualify as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) or as a separation pay plan payment within the meaning of Treasury Regulation Section 1.409A-1(b)(9), and shall be interpreted and

(iv) the Prior Year Bonus;

(v)

the COBRA Reimbursement; and

(vi) with respect to any unvested equity award granted under the 2026 Plan or any successor equity incentive

months in the applicable vesting period, and (2) that is subject to subsequent performance-based vesting conditions shall remain outstanding and eligible to vest based on actual performance achievement in accordance with the performance metrics

set forth in the applicable award agreement; provided that the number of shares subject to such award that vest and are paid/settled on such date(s) shall be pro-rated by a fraction, the numerator of which is

the number of days elapsed from the beginning of the performance period applicable to such award through and including the date of Executive’s termination of employment and the denominator of which is the total number of days comprising the

full performance period applicable to such award.

Payments and benefits provided in this Section 7(d) shall be in lieu of any

termination or severance payments or benefits for which the Executive may be eligible under any of the plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or

regulation.

For the purposes of this Agreement, the “Severance Multiple” shall mean two (2).

(e) TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL. Notwithstanding the foregoing, if the Executive’s employment is

terminated pursuant to Section 7(d) on or within twenty-four (24) months following a Change in Control (as defined in the 2026 Plan), and provided that the Executive shall have executed and delivered to the Company a general

release pursuant to Section 8 and any period for rescission of such general release shall have expired without the Executive having rescinded such general release, in addition to the payments or benefits pursuant to Section 7(d), any

unvested equity award (i) that is subject solely to a time-based vesting condition will accelerate and vest in full and (ii) that is subject to subsequent performance-based vesting conditions shall vest and be settled at the greater of

target and actual performance, each as of the Executive’s termination of employment.

(f) OTHER OBLIGATIONS. Upon any

termination of the Executive’s employment with the Company, the Executive shall be deemed to have resigned from any position as an officer, director or fiduciary of any Company-related entity, and shall execute any documentation as requested

by the Company to effectuate the foregoing.

(g) EXCLUSIVE REMEDY. The amounts payable to the Executive following termination of

employment and the Employment Term hereunder pursuant to Sections 6 and 7 hereof shall be in full and complete satisfaction of the Executive’s rights under this Agreement and any other claims that the Executive may have in

respect of the Executive’s employment with the Company or any of its Affiliates, and the Executive acknowledges that such amounts are fair and reasonable, and are the Executive’s sole and exclusive remedy, in lieu of all other remedies

at law or in equity, with respect to the termination of the Executive’s employment hereunder or any breach of this Agreement. Notwithstanding the foregoing, any equity awards subject to performance-based vesting conditions shall continue to be

treated in accordance with the terms of the applicable grant agreements, to the extent applicable.

8. RELEASE; NO MITIGATION; NO SET-OFF. Any and all amounts payable and benefits or additional rights provided pursuant to this Agreement beyond the Accrued Benefits and any Prior Year Bonus shall only be payable if the Executive (or,

if applicable, Executive’s estate or beneficiary) delivers to the Company and does not revoke a general release of claims in favor of the Company in substantially the form attached on Exhibit A hereto. Such release shall be executed and

delivered (and no longer subject to revocation, if applicable) within sixty (60) days following termination (the “Release Effective Date”). In no event shall the Executive be obligated to seek other employment or take any

other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned by the Executive as a result of employment

by a subsequent employer, except as provided in Section 7(a)(vii) hereof. The Company’s obligations to pay the Executive amounts hereunder shall not be subject to set-off,

counterclaim or recoupment of amounts owed by the Executive to the Company or any of its Affiliates.

9. RESTRICTIVE COVENANTS.

(a) CONFIDENTIALITY. During the course of the Executive’s employment with the Company, the Executive will have access to

innovations, improvements, know-how, developments, techniques, methods, processes, treatments, drawings, sketches, specifications, designs, plans, patterns, models and strategies, and all other confidential or

proprietary information or trade secrets in any form or medium (whether merely remembered or embodied in a tangible or intangible form or medium) whether now or hereafter existing, relating to or arising from the past, current or potential business,

activities and/or operations of the Company or any of its Affiliates, including, without limitation, any such information relating to or concerning finances, sales, marketing, advertising, transition, promotions, pricing, personnel, customers,

suppliers, vendors, partners and/or competitors. The Executive agrees that, except as provided in Section 11 hereof, the Executive shall not, directly or indirectly, use, make available, sell, disclose or otherwise

communicate to any person, other than in the course of the Executive’s assigned duties and for the benefit of the Company and its subsidiaries and Affiliates, either during the period of the Executive’s employment or at any time

thereafter, any Confidential Information or other confidential or proprietary information received from third parties subject to a duty on the Company’s and its subsidiaries’ and Affiliates’ part to maintain the confidentiality of

such information, and to use such information only for certain limited purposes, in each case, which shall have been obtained by the Executive during the Executive’s employment by the Company (or any predecessor). The foregoing shall not apply

to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or, to the knowledge of

the Executive, any third party; (iii) is independently developed by Executive, or comes into possession of the Executive, other than in connection with his employment hereunder; or (iv) the Executive is required to disclose by applicable

law or regulation, or a valid order or subpoena or request issued by a court of competent jurisdiction or an authorized governmental or regulatory agency, provided that the Executive, unless such notice is prohibited, provides the Company with prior

notice of the contemplated disclosure promptly upon learning of such requirement, and reasonably in advance of such disclosure, (A) discloses only that portion of the Confidential Information that is legally required to be disclosed,

(B) uses reasonable efforts to ensure that such disclosure is afforded confidential treatment, and (C) cooperates with the Company at the Company’s expense in seeking a protective order or other appropriate protection of such

information. For purposes of this Agreement, “Affiliate” means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity, whether existing on

the date hereof or hereafter acquired or formed; provided, however, that no portfolio company or investment of any direct or indirect equityholder of the Company shall be deemed an Affiliate of the Company solely by virtue of sharing a common

investor. For purposes of this definition, “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the

direction of management or policies, whether through ownership of voting securities, by contract or otherwise.

(b) NONCOMPETITION. The Executive acknowledges that (i) the Executive

performs services of a unique nature for the Company that are irreplaceable, and that the Executive’s performance of such services to a competing business would result in irreparable harm to the Company, (ii) the Executive has had and

will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its Affiliates, (iii) in the course of the Executive’s employment by a

competitor, the Executive would inevitably use or disclose Confidential Information, (iv) the Company and its Affiliates have substantial relationships with their customers and the Executive has had and will continue to have access to these

customers, (v) the Executive has received and will receive specialized training from the Company and its Affiliates, (vi) the Executive has generated and will continue to generate goodwill for the Company and its Affiliates in the course

of the Executive’s employment, and (vii) the restrictive covenants set forth herein are supported by adequate consideration, including the Company’s agreement to provide the compensation, benefits, and severance payments set forth

in this Agreement. Accordingly, during the Employment Term and the Restricted Period (as defined below), the Executive agrees that the Executive will not engage in any Competitive Activities (as defined below), except to the extent permissible

pursuant to Section 26 or a Permitted Activity, in any basin or location in which the Company or any of its subsidiaries operates and owns any Hydrocarbon Interests (as defined below). Notwithstanding the foregoing, nothing

herein shall prohibit the Executive from being a passive owner of not more than one percent (1%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or

Affiliates, so long as the Executive has no active participation in the business of such corporation, or owning a passive investment in any mutual, private equity or hedge fund or similar pooled investment vehicle. For the purposes of this

Agreement, (A) “Competitive Activities” shall mean owning any interest in, participating in (whether as a director, officer, employee, member, or partner), consulting with, rendering services for (including as an employee

or independent contractor), or in any manner engaging in any business or enterprise involving or related to the acquisition, ownership, or operation of Hydrocarbon Interests, in each case, except to the extent permissible pursuant to

Section 26; (B) “Hydrocarbon Interests” shall mean mineral and royalty assets and interests; and (C) “Restricted Period” means the period beginning on the Executive’s last day of

employment with the Company and ending (I) on the second anniversary thereof, if such termination of employment occurs prior to the expiration of the Initial Term and (II) on the first anniversary thereof, if such termination occurs upon

or after the expiration of the Initial Term.

(i) During the Employment Term and the Restricted Period, the Executive agrees that the Executive shall not, except in the furtherance of the

(ii) During the Employment Term and the Restricted Period, the Executive agrees that the

Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee,

representative or agent of the Company or any of its subsidiaries or Affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with

the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or

agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or Affiliates and any of their respective vendors, joint venturers or licensors. An

employee, representative or agent shall be deemed covered by this Section 9(c)(ii) while so employed or retained and for a period of six (6) months thereafter. Notwithstanding the foregoing, a general solicitation that

is not targeted at employees, representatives, or agents of the Company shall not constitute a breach of this Section 9(c)(ii).

(d) NONDISPARAGEMENT. Except as provided in Section 11 hereof, the Executive agrees not

to make negative comments or otherwise disparage the Company or its officers, directors, employees, or products other than to the extent necessary in the good faith performance of the Executive’s duties to the Company while the Executive is

employed by the Company.

(e) INVENTIONS.

(i) The Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products, developments,

software, know-how, processes, techniques, works of authorship and other work product, whether patentable or unpatentable, (A) that are reduced to practice, created, invented, designed, developed,

contributed to and/or within the scope of the Executive’s work with the Company or that relate to the business, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the

Executive, solely or jointly with others, during the Employment Term and that are not made or conceived by the Executive, solely or jointly with others, in performance of any Permitted Activities or in connection with businesses acquired or invested

in connection with Section 26 hereof, or (B) suggested by any work that the Executive performs in connection with the Company while performing the Executive’s duties with the Company shall belong exclusively to

the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon (the “Inventions”). The Executive will keep full and complete written records (the

“Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and

the Executive will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Executive irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property

rights that may issue thereon in any and all countries, whether during or subsequent to the Employment Term,

together with the right to file, in the Executive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the

“Applications”). The Executive will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by

the Company to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the Executive from the Company but at the Company’s sole expense. The Executive will also

execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for the Company’s benefit, all without

additional compensation to the Executive from the Company.

(ii) In addition, the Inventions will be deemed Work for Hire, as such term is

defined under the copyright laws of the United States, on behalf of the Company and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised,

throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the

Company, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation,

all of the Executive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized,

including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to sue at law or in equity for any infringement, or other

unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results and proceeds of the Executive’s service to the Company that cannot be

assigned in the manner described herein, the Executive agrees to unconditionally waive the enforcement of such rights. The Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and

other registrations for intellectual property that may issue thereon including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue of the Executive being an employee of or other service provider to

the Company.

(f) RETURN OF COMPANY PROPERTY. Promptly following the Executive’s termination of employment with the Company

for any reason (or at any time prior thereto at the Company’s request), the Executive shall return all property belonging to the Company or its Affiliates (including, but not limited to, any Company-provided laptops, computers, cell phones,

wireless electronic mail devices or other equipment, or documents and property belonging to the Company). The Executive may retain the Executive’s Outlook contacts and calendar (or similar items) provided that such items only include contact

and calendar information.

(g) REASONABLENESS OF COVENANTS. In signing this Agreement, the Executive gives the

Company assurance that the Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 9 hereof. The Executive agrees that these

restraints are necessary for the reasonable and proper protection of the Company and its Affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and

geographic area, and that these restraints, individually or in the aggregate, will not prevent the Executive from obtaining other suitable employment during the period in which the Executive is bound by the restraints. The Executive agrees that,

before providing services, whether as an employee or consultant, to any entity during the period of time that the Executive is subject to the constraints in Section 9(a) hereof, the Executive will provide a copy of

Section 9 of this Agreement to such entity. The Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its Affiliates and that the Executive has

Section 9.

(h) REFORMATION. If it is determined by a court of competent jurisdiction in any state that

any restriction in this Section 9 is excessive in duration or scope or is unreasonable or unenforceable under applicable law, it is the intention of the parties that such restriction may be modified or amended by the court

to render it enforceable to the maximum extent permitted by the laws of that state.

(i) TOLLING. In the event of any violation of

the provisions of this Section 9, the Executive acknowledges and agrees that the post-termination restrictions contained in this Section 9 shall be extended by a period of time equal

(j) SURVIVAL OF PROVISIONS. The obligations contained in Sections 9 and 10 hereof shall

survive the termination or expiration of the Employment Term and the Executive’s employment with the Company and shall be fully enforceable thereafter.

(k) RESTRICTIONS ON RESALE. In addition to any restrictions on transfer set forth in the Amended and Restated Agreement of Limited

for a period of twelve (12) months commencing on the IPO Date (such period, the “Lockup

Period”); provided, however, that nothing in this paragraph shall prohibit the Executive from (i) distributing Common Units to the Executive’s Relatives (as

defined in the Operating Agreement) received as consideration in connection with this Agreement or any other arrangement, provided such Relatives agree in writing to the restrictions of this Section 9(k), or

(ii) pledging such Common Units or shares of Class A Common Stock, provided such pledgee agrees in writing to the restrictions of this Section 9(k). The foregoing restrictions shall not apply to transfers by the

Executive to the Executive’s Affiliates, successors or any trust, family partnership or family limited liability company established for the benefit of the Executive or the Executive’s Relatives, so long as such transferee agrees in

writing to be bound by the terms of this Section 9(k). Notwithstanding the foregoing or any other provision in this Agreement to the contrary, (i) the provisions of this Section 9(k) shall cease to

be in effect upon the closing of a General Partner Change of Control (as defined in the Operating Agreement), and (ii) following the Lockup Period, in the event the Executive shall die while holding Common Units or shares of Class A Common

Stock, such Common Units or shares of Class A Common Stock shall be immediately and freely transferable, subject to applicable Law.

10. COOPERATION. Upon the receipt of reasonable notice from the Company or its outside counsel, the Executive agrees that while

another party attempts to obtain information or documents from the Executive (other than in connection with any litigation or other proceeding in which the Executive is a

party-in-opposition) and the Executive shall not provide such information or documents except with the prior written consent of the Company or its counsel or as required

by applicable law, regulation or legal process. If the Executive is required by law, regulation, or legal process to provide information or testimony, the Executive shall, unless prohibited by law, provide prompt written notice to the Company so

that the Company may seek a protective order or other appropriate remedy. Upon presentation of appropriate documentation, the Company shall pay or reimburse the Executive for all reasonable out-of-pocket travel, duplicating or telephonic expenses and all reasonable legal expenses incurred by the Executive in complying with this Section 10. To the extent such cooperation

occurs subsequent to the termination of the Executive’s employment (and, if the Executive received payment pursuant to Section 7(d)(iii), hereof, subsequent to the expiration of a number of years thereafter equal to

the Severance Multiple), the Company shall compensate the Executive for such cooperation at a daily rate equal to (i) the sum of the Executive’s final Base Salary divided by (ii) 365.

11. PROTECTED ACTIVITY. Notwithstanding anything to the contrary contained

herein, no provision of this Agreement shall be interpreted so as to impede the Executive from (i) reporting possible violations of federal, state or local law or regulation (including, without limitation, laws relating to fraud,

securities, harassment, discrimination, or retaliation) to, or discussing any possible violations with, any governmental agency or entity or self-regulatory organization, including but not limited to the Department of Justice, the Securities and

Exchange Commission, the Congress, any agency Inspector General, and FINRA, or making other disclosures under the whistleblower provisions of federal law or regulation, without the prior authorization of the Company to make any such reports or

disclosures and the Executive shall not be required to notify the Company that such reports or disclosures have been made; (ii) making truthful statements in response to legal process, required governmental testimony or filings, or

administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings), (iii) any disclosure or communication made by the Executive in connection with any report or complaint to a federal, state or

local governmental or law enforcement agency or body (including, but not limited to, the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the Department of

Justice), (iv) any disclosure or communication protected under whistleblower provisions of applicable federal, state or local law, or (v) any other disclosure or communication that is required by law. 18 U.S.C. § 1833(b) provides:

“An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official,

either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such

filing is made under seal.” Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, the parties

to this Agreement have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the

right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.

12. EQUITABLE RELIEF AND OTHER REMEDIES. The Executive acknowledges and agrees that the Company’s remedies at law

for a breach or threatened breach of any of the provisions of Section 9 or Section 10 hereof would be inadequate and, in recognition of this fact, the Executive agrees that, in the event of such a

breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond or other security, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or

permanent injunction or any other equitable remedy which may then be available, without the necessity of showing actual monetary damages. In the event of a violation by the Executive of Section 9 or

Section 10 hereof, any severance being paid to the Executive pursuant to this Agreement or otherwise shall immediately cease, and any severance previously paid to the Executive shall be immediately repaid to the Company.

13. NO ASSIGNMENTS. This Agreement is personal to each of the parties

hereto. Except as provided in this Section 13 hereof, no party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other party hereto. The Company may assign

this Agreement to any successor to all or substantially all of the business and/or assets of the Company, provided that the Company shall require such successor to expressly assume and agree to perform this Agreement in the same manner and to

the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company and any successor to its business and/or assets, which assumes and

agrees to perform the duties and obligations of the Company under this Agreement by operation of law or otherwise.

14. NOTICE. For

purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given (a) on the date of delivery, if delivered by hand, (b) on the date of

transmission, if delivered by confirmed facsimile or electronic mail, (c) on the first business day following the date of deposit, if delivered by guaranteed overnight delivery service, or (d) on the fourth business day following the date

delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:

At the address (or to the e-mail address or facsimile number)

shown in the books and records of the Company.

If to the Company:

2000 Market Street, Suite 910

Philadelphia, PA 19103

Attention: General Counsel

to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

15. SECTION HEADINGS; INCONSISTENCY. The section headings used in this Agreement are included solely for convenience and shall

control.

16. SEVERABILITY. The provisions of this Agreement shall be deemed severable. The invalidity or unenforceability

of any provision of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement

in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by applicable law.

17. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but

all of which together will constitute one and the same instrument.

18. ARBITRATION. Any dispute or controversy arising under or in connection

with this Agreement or the Executive’s employment with the Company shall be settled exclusively by confidential arbitration, conducted before a single arbitrator (as an individual, and not a class or collection action) in New York, New

York in accordance with the American Arbitration Association Employment Arbitration Rules and Mediation Procedures (the “Rules”) then in effect; provided, however, that the following claims are excluded from mandatory arbitration:

(i) claims for injunctive or equitable relief under Section 12 hereof; (ii) claims of sexual assault, sexual harassment, or whistleblower retaliation under the Sarbanes-Oxley Act or the Dodd-Frank Act; and (iii) any other claim

that cannot be subject to mandatory arbitration as a matter of law. A copy of the current version of the Rules is available at: https://www.adr.org/media/0vrpbnm0/2025_employment_arbitration_rules.pdf. To the fullest extent of the law, the

arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, formation, or enforceability of this Agreement, including but not limited to the arbitrability of any dispute between the parties. The

decision of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration,

(a) the arbitration costs shall be borne entirely by the Company, (b) each party shall pay all of its own costs and expenses, except as otherwise required by applicable law, including, without limitation, its own legal fees and expenses,

provided that the Company will reimburse the Executive for all costs (including reasonable attorneys’ fees) incurred in a dispute if the Executive prevails on any material issue involved in such dispute, and (c) the arbitrator shall have

no power to award punitive damages to either party, except where an applicable statute allows for punitive damages. The parties further agree that this arbitration provision is intended to be mutually binding and enforceable to the fullest extent

permitted by applicable law.

19. INDEMNIFICATION. The Company hereby agrees to indemnify the Executive and hold the

Executive harmless to the greatest extent permitted by law or provided under the By-Laws of the Company against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs,

expenses (including reasonable attorneys’ fees), losses, and damages resulting from the Executive’s good faith performance of the Executive’s duties and obligations with the Company, and shall provide advancement of expenses to the

greatest extent permitted under applicable law. This obligation shall survive the termination of the Executive’s employment with the Company.

20. LIABILITY INSURANCE. The Company shall purchase and maintain, at its own expense, directors’ and

officers’ liability insurance and cover the Executive under such directors’ and officers’ liability insurance both during and, while potential liability exists, after the term of this Agreement which shall not be less favorable

than the coverage provided to other senior executive officers and directors of the Company.

21. GOVERNING LAW; WAIVER OF JURY

TRIAL. This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania (without regard to

its choice of law provisions). As a specifically bargained for inducement for each of the parties hereto to enter into this Agreement (after having the opportunity to consult with counsel), each party hereto expressly waives the right to

trial by jury in any lawsuit or proceeding relating to or arising in any way from this Agreement or the matters contemplated hereby.

22. MISCELLANEOUS. No provision of this Agreement may be modified, waived

or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer or director as may be designated by the Board. No waiver by either party hereto at any time of any breach by the

other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

This Agreement together with all exhibits hereto sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes any and all prior agreements or understandings between the Executive and the

Company with respect to the subject matter hereof. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.

23. REPRESENTATIONS. The Executive represents and warrants to the Company that (a) the Executive has the legal

right to enter into this Agreement and to perform all of the obligations on the Executive’s part to be performed hereunder in accordance with its terms, and (b) the Executive is not a party to any agreement or understanding, written or oral,

and is not subject to any restriction, which, in either case, could prevent the Executive from entering into this Agreement or impair in any way the performance of the Executive’s duties and obligations hereunder. In addition, the Executive

24. TAX MATTERS.

(a) WITHHOLDING. The Company may withhold from any and all amounts payable under this Agreement or otherwise such federal, state and

local taxes as may be required to be withheld pursuant to any applicable law or regulation.

(b) DELIVERY OF SHARES ON NET BASIS.

In the event the Executive is to be issued shares of Class A common stock in accordance with any equity awards granted pursuant to this Agreement and the Executive is not able to sell a sufficient number of shares of Class A common

stock to satisfy the Executive’s applicable tax withholding obligations through a broker-assisted sale or other “sell-to-cover” mechanism, the Company

shall, upon the Executive’s election, retain a sufficient number of such shares to satisfy the Executive’s tax withholding obligations and deliver the remaining shares on a net share settlement basis.

(i) The intent of the parties is that payments and benefits under this Agreement be exempt from or otherwise comply with Internal Revenue Code

permitted. To the extent that any provision hereof is modified in order to comply with Code

Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the

Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code

Section 409A or damages for failing to comply with Code Section 409A.

(ii) A termination of employment shall not be deemed to

have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the

meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.”

Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any

payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which

is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code

Section 409A to avoid imposition of any additional taxes or interest. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 24(c)(ii) (whether they would have

otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in

accordance with the normal payment dates specified for them herein. Any payments subject to Code Section 409A that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar

year in which the payment event (such as termination of employment) occurs shall not commence payment prior to the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to avoid additional

taxes, penalties or interest under Code Section 409A.

(iii) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior

to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation

or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for

reimbursement, or in-kind benefits to be provided, in any other taxable year.

(iv) For purposes

of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement

specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

(v) Notwithstanding any other provision of this Agreement to the contrary, in no event shall

any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

(d) EXCESS PARACHUTE PAYMENTS; LIMITATIONS ON PAYMENTS.

(i) Notwithstanding any other provision of this Agreement, if any payment or benefit received or to be received by the Executive (including

payments and benefits under Section 7, being hereinafter referred to as the “Total Payments”) would, but for this Section 24(d), be subject (in whole or part), to the

of the Total Payments (whether payable in cash or not payable in cash) to which Treasury Regulation § 1.280G-1 Q/A 24(c) (or successor thereto) applies, in each case in reverse order beginning with

payments or benefits which are to be paid the farthest in time.

(ii) For purposes of determining whether and the extent to which the

Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the

meaning of Section 280G(b) of the Code shall be taken into account; (ii) no portion of the Total Payments shall be taken into account which, in the written opinion of an independent, nationally recognized accounting firm (the

“Independent Advisors”) selected by the Company, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and,

in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of Independent Advisors, constitutes reasonable compensation for services actually rendered, within the meaning of

Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation; and (iii) the value of any

non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Independent Advisors in accordance with the principles of Sections 280G(d)(3) and (4) of the

Code.

(iii) Any determination required under this Section 24(d),

including whether any payments or benefits are parachute payments, shall be made at the Company’s expense by an independent public accounting firm that is mutually agreed by the Company and the Executive (the “Accounting

Firm”), based upon reasonable, good faith assumptions and interpretations of Section 280G of the Code. The Executive and the Company shall provide the Accounting Firm with such information and documents as the Accounting Firm may

reasonably request in order to make a determination under this Section 24(d).

25. SARBANES-OXLEY ACT

OF 2002. Notwithstanding anything herein to the contrary, if the Company determines, in its good faith judgment, that any transfer or deemed transfer of funds hereunder is likely to be construed as a personal loan prohibited by

Section 13(k) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), then such transfer or deemed transfer shall not be made to the extent necessary or

appropriate so as not to violate the Exchange Act and the rules and regulations promulgated thereunder.

26. CORPORATE

OPPORTUNITIES. During the Employment Term, the Executive shall submit to the Board (or an authorized subcommittee thereof) in writing all business, commercial and investment opportunities or offers presented to the Executive which

reasonably relate to, and are within the scope of, the business of the Company and its Affiliates (“Business Opportunities”) before pursuing any such Business Opportunities for his own personal benefit. If the Board (or authorized

subcommittee thereof) either formally declines the opportunity (or pursuit thereof) or fails to authorize the Company’s pursuit of such opportunity within 45 days of the Executive submitting to the Board (or an authorized subcommittee thereof)

(the “Declined Opportunities”), the Executive shall be permitted to pursue, invest in, acquire, or otherwise participate in, such Declined Opportunity; so long as such Business Opportunities do not interfere in any material

respect with Executive’s performance of his duties hereunder or violate Executive’s obligations under Section 9 of this Agreement. Any Business Opportunity that the Company exercises its right to pursue and then

later renounces or elects to discontinue pursuit, shall, at such time, be considered a Business Opportunity eligible for submission to the Board by Executive. In addition, the Executive shall be permitted to pursue, invest in, acquire, or otherwise

participate in business, investment, and commercial opportunities that are not related to the current or reasonably anticipated business activities of the Company and its Affiliates (“Outside Opportunity”), provided that such

Outside Opportunity does not constitute a breach of Executive’s obligations under Section 9 and so long as Executive’s involvement in such Outside Opportunities, together with the Executive’s involvement

in any Business Opportunities, does not interfere with the Executive’s performance of his duties hereunder in any material respect. The Company acknowledges and agrees that the Executive’s pursuit, involvement and/or direct or indirect

investment or other participation in such Declined Opportunities and Outside Opportunities shall not be a breach of this Agreement (including, without limitation, the restrictive covenants set forth herein, subject to the requirements of this

Section 26); provided, that, notwithstanding anything to the contrary in this Section 26 or otherwise, in the event the Board reasonably determines in good faith that any such Declined

Opportunities or Outside Opportunities constitute a breach of Executive’s fiduciary duties to PubCo and the Company or otherwise would result in material harm to PubCo, the Company or their respective subsidiaries, Executive shall not be

permitted to pursue, invest in, acquire, or otherwise participate in such Declined Opportunities or Outside Opportunities. For the avoidance of doubt, nothing in Section 26 shall modify or constitute a waiver of the

Executive’s fiduciary duties to PubCo, the Company, or their respective subsidiaries.

27. CLAWBACK. Notwithstanding any other provisions in this Agreement, any

payments made pursuant to this Agreement shall be subject to recovery or clawback by the Company under any applicable clawback policy adopted by the Company in accordance with the Securities and Exchange Commission regulations or other

applicable law, and the Executive agrees to execute appropriate acknowledgements or other documentation as may be required pursuant to such policies from time to time.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the

date first written above.

COMPANY

By:

/s/ Daniel Herz

Name:

Daniel Herz

Title:

Chief Executive Officer and Director

EXECUTIVE

/s/ Jeffrey Slotterback

Jeffrey Slotterback

EXHIBIT A

GENERAL RELEASE

[___________], in consideration of and subject to the performance by WhiteHawk Minerals Corp., a Delaware incorporated company (“PubCo”), WhiteHawk Income Operating Partnership L.P., a Delaware limited partnership

(“OpCo” and together with PubCo and any subsidiaries or Affiliates as may employ Executive from time to time, the “Company”), of its obligations under the Employment Agreement dated as of [ ● ], 2026 (the “Agreement”) do hereby release and forever discharge as of the date hereof the Company and its

respective Affiliates and all present, former and future managers, directors, officers, employees, agents, successors and assigns of the Company and its Affiliates and direct or indirect owners (collectively, the “Released

Parties”) to the extent provided below (this “General Release”). The Released Parties are intended to be third-party beneficiaries of this General Release, and this General Release may be enforced by each of them in

accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder. Terms used herein but not otherwise defined shall have the meanings given to them in the Agreement.

My employment or service with the Company and its Affiliates terminated as of [ ● ], 20[ ● ], and I hereby resign from any position as an

officer, member of the board of managers or directors (as applicable) or fiduciary of the Company or its Affiliates (or reaffirm any such resignation that may have already occurred). I understand certain payments to me under

Section 7 of the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive certain of

the payments and benefits specified in Section 7 of the Agreement unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter. I understand and agree that such

payments and benefits are subject to Sections 9 and 10 of the Agreement, which (as noted below) expressly survive my termination of employment and the execution of this General Release. Such payments and benefits will not be considered

compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or its Affiliates.

Except as provided in paragraphs 4 and 5 below and except for the provisions of the Agreement which expressly

(including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil

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Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act

other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “Claims”).

I represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other

matter covered by paragraph 2 above.

I agree that this General Release does not waive or release any rights or claims that I may have under the Age

basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967).

I agree that I hereby waive all rights to sue or obtain equitable, remedial or punitive relief from any or all

benefit plans.

In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every

implied. I

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acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I further agree that in the

event I should bring a Claim seeking damages against the Company, or in the event I should seek to recover against the Company in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such

Claims to the maximum extent permitted by law. I further agree that I am not aware of any pending claim of the type described in paragraph 2 above as of the execution of this General Release.

I agree that neither this General Release, nor the furnishing of the consideration for this General Release,

shall be deemed or construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct.

I agree that if I violate this General Release by suing the Company or the other Released Parties, I will pay

all costs and expenses of defending against the suit incurred by the Released Parties, including reasonable attorneys’ fees.

I agree that this General Release and the Agreement are confidential and agree not to disclose any information

not to disclose the same to anyone.

10.

Any non-disclosure provision in this General Release does not prohibit

11.

I hereby acknowledge that Sections 7 through 14, 19 through 22 and 24

through 27 of the Agreement shall survive my execution of this General Release.

12.

I represent that I am not aware of any claim by me other than the claims that are released by this General

suspected at the time of entering into this General Release, may have materially affected this General Release and my decision to enter into it.

13.

Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish,

diminish, or in any way affect any rights or claims arising out of any breach by the Company or by any Released Party of the Agreement after the date hereof.

14.

Whenever possible, each provision of this General Release shall be interpreted in such manner as to be

herein.

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BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

I HAVE READ IT CAREFULLY;

I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO,

OF 1974, AS AMENDED;

I VOLUNTARILY CONSENT TO EVERYTHING IN IT;

I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL

READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;

I HAVE HAD AT LEAST [21][45] DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE TO CONSIDER IT, AND THE

CHANGES MADE SINCE MY RECEIPT OF THIS RELEASE ARE NOT MATERIAL OR WERE MADE AT MY REQUEST AND WILL NOT RESTART THE REQUIRED [21][45]-DAY PERIOD;

I UNDERSTAND THAT I HAVE SEVEN (7) DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS

RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;

I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO

ADVISE ME WITH RESPECT TO IT; AND

I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY

AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.

SIGNED:

DATED:

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EX-10.7

Filename: d150033dex107.htm · Sequence: 10

EX-10.7

Exhibit 10.7

EXECUTION COPY

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this “Agreement”) dated as of June 10, 2026, between WhiteHawk Minerals Corp., a

from time to time, the “Company”), and Stephen Pilatzke (the “Executive”).

W I

T N E S S E T H

WHEREAS, the Company desires to employ the Executive as

Chief Accounting Officer of the Company; and

WHEREAS, the Company and the Executive desire to enter into this Agreement as

to the terms of the Executive’s employment with the Company.

NOW, THEREFORE, in consideration of the foregoing, of

the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. POSITION AND DUTIES.

(a) During the Employment Term (as defined in Section 2 hereof), the Executive shall serve as the Chief Accounting

Officer of the Company. In this capacity, the Executive shall have the duties, authorities and functions commensurate with the duties, authorities and functions of persons holding such title in similarly-sized

companies. The Executive’s principal place of employment with the Company shall be his residence in New York, New York where he shall be permitted to work remotely, provided that the Executive understands and agrees that the Executive

may be required to travel from time to time for business purposes. The Executive shall report directly to the Chief Financial Officer, Treasurer and Secretary of the Company.

(b) During the Employment Term, the Executive shall devote substantially all business time, energy, business judgment, knowledge and skill and

in charitable, civic, educational, professional, community or industry activities and (iii) managing the Executive’s personal investments (collectively, the “Permitted Activities”) so long as such activities in the

aggregate do not materially interfere with the Executive’s duties hereunder or create a business or fiduciary conflict.

EMPLOYMENT TERM. The Company agrees to employ the Executive pursuant to the terms of this Agreement, and the Executive agrees to be so employed, for a term commencing on the date of consummation of PubCo’s initial public offering of

shares of Class A Common Stock (the “IPO Date” or “Effective Date”) and ending on the third anniversary of the Effective Date (the “Initial Term”). On the third anniversary of the

Effective Date and each one-year anniversary of such date thereafter, the term of this Agreement shall be automatically extended for successive one-year periods,

provided, however, that either party hereto may elect

not to extend this Agreement by giving written notice to the other party at least sixty (60) days prior to any such anniversary date. Notwithstanding the foregoing, the Executive’s

employment hereunder may be earlier terminated in accordance with Section 6 hereof, subject to Section 7 hereof. The period of time between the Effective Date and the termination of the

Executive’s employment hereunder shall be referred to herein as the “Employment Term.”

3. BASE

SALARY. The Company agrees to pay the Executive a base salary at an annual rate of not less than $350,000, payable in accordance with the regular payroll practices of the Company, but not less frequently than monthly. The

Executive’s Base Salary shall be subject to annual review by the Board (or a committee thereof), and may be increased, but not decreased (unless such decrease is part of a company-wide or management-wide reduction), from time to time by the

Board. The base salary as determined herein and as may be increased from time to time shall constitute “Base Salary” for purposes of this Agreement.

4. ANNUAL BONUS. For each fiscal year of the Company during the Employment Term the Executive shall be eligible to receive an

annual bonus (the “Annual Bonus”) with a target amount of no less than one hundred percent (100%) of the Executive’s Base Salary (the “Target Annual Bonus”), payable in a combination of cash and/or equity

awards, as determined by the Board (or authorized committee thereof) in its sole discretion. The value of any equity awards shall be calculated based on the grant date fair value of such awards. The Board (or such authorized committee) shall

determine in its sole discretion the amount, form(s) and mix, and such other terms and conditions (including vesting, exercise and settlement) applicable to any such equity award, taking into account the Executive’s and the Company’s

performance; provided, however, that the form(s), mix, terms and conditions shall be reasonably consistent in all material respects as those provided to other senior executives of the Company unless otherwise agreed to by the Executive. Any Annual

Bonus for a fiscal year of the Company shall be paid in the next succeeding fiscal year on or before March 15 of such fiscal year.

5. EMPLOYEE BENEFITS.

(a) BENEFIT PLANS. During the Employment Term, the Executive shall be eligible to participate in any employee benefit plan that

the Company has adopted or may adopt, maintain or contribute to for the benefit of its employees generally, subject to satisfying the applicable eligibility requirements, except to the extent such plans are duplicative of the benefits otherwise

provided hereunder. The Executive’s participation will be subject to the terms of the applicable plan documents and generally applicable Company policies in effect from time to time. Notwithstanding the foregoing, the Company may modify or

terminate any employee benefit plan at any time.

(b) VACATIONS. During the Employment Term, the Executive shall be entitled to

paid vacation in accordance with the plans, policies, programs and practices of the Company applicable to its similarly situated senior executives, as in effect from time to time.

(c) BUSINESS EXPENSES. Upon presentation of reasonable substantiation and documentation as the Company may specify from time to time,

the Company shall pay or the Executive shall be reimbursed in accordance with the Company’s expense reimbursement policy in effect from time to time, for all reasonable

out-of-pocket business expenses incurred by the Executive during the Employment Term and in connection with the performance of the Executive’s duties hereunder.

6. TERMINATION. The Executive’s employment and the Employment Term shall

terminate on the first of the following to occur:

(a) DISABILITY. Upon ten (10) days’ prior written notice by the

Company to the Executive of termination due to Disability. For purposes of this Agreement, “Disability” means, a condition entitling the Executive to receive benefits under a long-term disability plan of the Company or an

Affiliate in which such Executive is eligible to participate, or, in the absence of such a plan, a permanent and total disability as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). A

Disability shall only be deemed to occur if the Executive has been unable to perform the Executive’s principal duties and responsibilities hereunder for ninety (90) consecutive days or one hundred and twenty (120) days during any

period of three hundred and sixty-five (365) consecutive calendar days. Notwithstanding the foregoing, for payments that are subject to Code Section 409A (as defined in Section 24 hereof), Disability shall mean

that the Executive is disabled under Section 409A(a)(2)(C)(i) or (ii) of the Code.

(b) DEATH. Automatically upon the

date of death of the Executive.

termination for Cause. “Cause” shall mean:

(i) the Executive’s continued and willful failure to substantially

perform his duties (other than as a result of Disability), which continues beyond fifteen (15) days after a written demand for substantial performance is delivered by the Board that specifically identifies the manner in which the Board believes

that the Executive has not substantially performed his duties;

(ii) grossly negligent or illegal conduct, or gross misconduct, by the

Executive that is reasonably likely to result in material damage to the Company;

(iii) the Executive’s conviction of, or the plea

of guilty or nolo contendere or the equivalent in respect to, any felony or a misdemeanor involving an act of dishonesty, moral turpitude, deceit or fraud; or

(iv) the Executive’s material breach of any non-competition,

non-solicitation, confidentiality, non-disparagement or other restrictive covenant provision relating to the Company, which breach is not cured (if capable of cure)

within fifteen (15) days following notice of such breach provided by the Company that specifically identifies the manner in which the Company believes that the Executive breached any such provisions.

In order to terminate the Executive’s employment for Cause, the Company must provide the Executive with written notice of its intention to terminate the

Executive’s employment for Cause setting forth in reasonable detail the specific conduct allegedly constituting Cause and the specific provisions of this Agreement on which such claim is based.

(d) WITHOUT CAUSE. Upon thirty (30) days advance written notice by the Company

to the Executive of an involuntary termination without Cause (other than for death or Disability).

(e) GOOD REASON. Upon written

notice by the Executive to the Company of a termination for Good Reason. “Good Reason” shall mean the occurrence of any of the following events, without the express written consent of the Executive, unless such events are fully

corrected in all material respects by the Company within thirty (30) days following written notification by the Executive to the Company of the occurrence of one of the reasons set forth below:

(i) a material diminution in the Executive’s titles, duties or authorities, including (A) a change in the Executive’s

reporting such that he no longer reports directly to the Chief Financial Officer, Treasurer and Secretary of the Company and (B) any material diminution in duties and/or authorities such that the Executive no longer has such duties and/or

authorities typically associated with the Chief Accounting Officer of a public company;

(ii) a material diminution in the

Executive’s Base Salary (unless such diminution is part of a company-wide or management-wide reduction) or a material diminution in the Executive’s Target Annual Bonus opportunity;

(iii) a material breach of this Agreement by the Company; or

(iv) a relocation of the Executive’s primary office location by more than thirty (30) miles if such relocation materially increases the

Executive’s commute.

The Executive shall provide the Company with a written notice detailing the specific circumstances alleged to constitute Good

Company’s thirty (30)-day cure period described above. Otherwise, any claim of such circumstances as “Good Reason” shall be deemed irrevocably waived with respect to such circumstance by the

Executive and no such termination for Good Reason shall be deemed to occur.

(f) WITHOUT GOOD REASON. Upon thirty

(g) EXPIRATION OF EMPLOYMENT TERM; NON-EXTENSION OF AGREEMENT. Upon the expiration

of the Employment Term due to the delivery of a non-extension notice by the Company or the Executive in accordance with Section 2 hereof.

7. CONSEQUENCES OF TERMINATION.

(a) DEATH. In the event that the Executive’s employment and the Employment Term end on account of the Executive’s death,

following termination of employment, or such earlier date as may be required by applicable law):

(i) any unpaid Base Salary through the

date of termination;

(ii) reimbursement for any unreimbursed business expenses incurred through the date of

termination;

(iii) any accrued but unused vacation time in accordance with Company policy;

(iv) all other payments, benefits or fringe benefits to which the Executive shall be entitled under the terms of any applicable compensation

(v) a pro-rata portion of the Executive’s Target Annual Bonus for the fiscal year in which the

is employed by the Company and the denominator of which is 365), payable within thirty (30) days of the Executive’s termination of employment in cash (the “Pro Rata Bonus”);

(vi) the earned Annual Bonus for any completed fiscal year ending prior to the date of termination, to the extent not previously paid payable

“Prior Year Bonus”);

(vii) subject to (A) the Executive’s (or his covered dependents’) timely

(excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars) participating in the Company’s group health plan for eighteen (18) months;

to comply with Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), in each case, in a manner with the least economic impact to the Executive (or his covered dependents); and

cease (the benefits described in this Section 7(a)(vii), the “COBRA Reimbursement”); and

(viii) provided that the Executive ’s estate or beneficiaries shall have executed and

metrics set forth in the applicable award agreement (the “Equity Acceleration”).

Collectively, Sections 7(a)(i) through

7(a)(iv) hereof shall be hereafter referred to as the “Accrued Benefits.”

(b) DISABILITY. In the event

rescinded such general release, the Equity Acceleration.

Executive’s employment is terminated (I) by the Company for Cause, (II) by the Executive without Good Reason, (III) as a result of the Executive’s non-extension of the

Employment Term as provided in Section 2 hereof, or (IV) as a result of the Company’s non-extension of the Employment Term as provided in

Section 2 hereof and in the notice provided in accordance with Section 2 the Company states that it is waiving enforcement of, and the Executive shall have no obligation under,

Section 9(b) hereof, the Company shall pay to the Executive the Accrued Benefits. In addition to the Accrued Benefits, in the event of a termination as a result of Company’s

Acceleration.

(d) TERMINATION WITHOUT CAUSE OR FOR GOOD REASON OR AS A RESULT OF A

NON-EXTENSION OF THIS AGREEMENT BY THE COMPANY WITH NO WAIVER OF SECTION 9(b). If the Executive’s employment by the Company is terminated (I) by the Company other than for Cause,

(II) by the Executive for Good Reason, or (III) as a result of the Company’s non-extension of the Employment Term as provided in Section 2 hereof and the Company does not

state in the notice provided in accordance with Section 2 that it is waiving enforcement of, and the Executive shall have no obligation under, Section 9(b) hereof, subject to the provisions of

Section 24 hereof, the Company shall pay to the Executive:

(i) the Accrued Benefits;

(ii) subject to the Executive’s continued compliance with the obligations in Sections

8, 9 and 10 hereof, the Pro Rata Bonus;

(iii) subject to the Executive’s continued compliance with the obligations in Sections 8, 9

(iv) the Prior Year Bonus;

(v)

the COBRA Reimbursement; and

(vi) with respect to any unvested equity award granted under the 2026 Plan or any successor equity incentive

full performance period applicable to such award.

Payments and benefits provided in this Section 7(d) shall be in lieu of any

regulation.

For the purposes of this Agreement, the “Severance Multiple” shall mean two (2).

(e) TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL. Notwithstanding the foregoing, if the Executive’s employment is

target and actual performance, each as of the Executive’s termination of employment.

(f) OTHER OBLIGATIONS. Upon any

by the Company to effectuate the foregoing.

(g) EXCLUSIVE REMEDY. The amounts payable to the Executive following termination of

treated in accordance with the terms of the applicable grant agreements, to the extent applicable.

by a subsequent employer, except as provided in Section 7(a)(vii) hereof. The Company’s obligations to pay the Executive amounts hereunder shall not be subject to set-off,

counterclaim or recoupment of amounts owed by the Executive to the Company or any of its Affiliates.

9. RESTRICTIVE COVENANTS.

(a) CONFIDENTIALITY. During the course of the Executive’s employment with the Company, the Executive will have access to

direction of management or policies, whether through ownership of voting securities, by contract or otherwise.

(b) NONCOMPETITION. The Executive acknowledges that (i) the Executive

pursuant to a Permitted Activity, in any basin or location in which the Company or any of its subsidiaries operates and owns any Hydrocarbon Interests (as defined below). Notwithstanding the foregoing, nothing herein shall prohibit the Executive

from being a passive owner of not more than one percent (1%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or Affiliates, so long as the Executive

has no active participation in the business of such corporation, or owning a passive investment in any mutual, private equity or hedge fund or similar pooled investment vehicle. For the purposes of this Agreement, (A) “Competitive

Activities” shall mean owning any interest in, participating in (whether as a director, officer, employee, member, or partner), consulting with, rendering services for (including as an employee or independent contractor), or in any

manner engaging in any business or enterprise involving or related to the acquisition, ownership, or operation of Hydrocarbon Interests; (B) “Hydrocarbon Interests” shall mean mineral and royalty assets and interests; and (C)

“Restricted Period” means the period beginning on the Executive’s last day of employment with the Company and ending (I) on the second anniversary thereof, if such termination of employment occurs prior to the

expiration of the Initial Term and (II) on the first anniversary thereof, if such termination occurs upon or after the expiration of the Initial Term.

(i) During the Employment Term and the Restricted Period, the Executive agrees that the Executive shall not, except in the furtherance of the

(ii) During the Employment Term and the Restricted Period, the Executive agrees that the Executive shall not, except in the furtherance of the

subsidiaries or Affiliates to leave such employment or retention or to accept employment with

or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to

materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the

relationship between the Company or any of its subsidiaries or Affiliates and any of their respective vendors, joint venturers or licensors. An employee, representative or agent shall be deemed covered by this

Section 9(c)(ii) while so employed or retained and for a period of six (6) months thereafter. Notwithstanding the foregoing, a general solicitation that is not targeted at employees, representatives, or agents of the

Company shall not constitute a breach of this Section 9(c)(ii).

(d) NONDISPARAGEMENT. Except as provided

in Section 11 hereof, the Executive agrees not to make negative comments or otherwise disparage the Company or its officers, directors, employees, or products other than to the extent necessary in the good faith performance

of the Executive’s duties to the Company while the Executive is employed by the Company.

(e) INVENTIONS.

(i) The Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products, developments,

software, know-how, processes, techniques, works of authorship and other work product, whether patentable or unpatentable, (A) that are reduced to practice, created, invented, designed, developed,

performs in connection with the Company while performing the Executive’s duties with the Company shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are

filed thereon (the “Inventions”). The Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions

completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Executive will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Executive

irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the

right to file, in the Executive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Executive will, at any time during and subsequent to the

Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company’s rights

in the Inventions, all without additional compensation to the Executive from the Company but at the Company’s sole expense. The Executive will also execute assignments to the Company (or its designee) of the Applications, and give the Company

and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for the Company’s benefit, all without additional compensation to the Executive from the Company.

(ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under

the copyright laws of the United States, on behalf of the Company and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the

universe and in perpetuity without any further obligations to the Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the

Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the

Executive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including, without

limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to sue at law or in equity for any infringement, or other unauthorized use or

conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any

so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results and proceeds of the Executive’s service to the Company that cannot be

the Company.

(f) RETURN OF COMPANY PROPERTY. Promptly following the Executive’s termination of employment with the Company

and calendar information.

(g) REASONABLENESS OF COVENANTS. In signing this Agreement, the Executive gives the Company assurance

that the Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 9 hereof. The Executive agrees that these restraints are necessary

for the reasonable and proper protection of the Company and its Affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that

these restraints, individually or in the aggregate, will not prevent the Executive from obtaining other suitable employment during the period in which the Executive is bound by the restraints. The Executive agrees that, before providing services,

whether as an employee or consultant, to any entity during the period of time that the Executive is subject to the constraints in Section 9(a) hereof, the Executive will provide a copy of Section 9

of this

Agreement to such entity. The Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its Affiliates and that the Executive

has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Executive further covenants that the Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this

Section 9.

(h) REFORMATION. If it is determined by a court of competent jurisdiction in any state that

to render it enforceable to the maximum extent permitted by the laws of that state.

(i) TOLLING. In the event of any violation of

the provisions of this Section 9, the Executive acknowledges and agrees that the post-termination restrictions contained in this Section 9 shall be extended by a period of time equal

(j) SURVIVAL OF PROVISIONS. The obligations contained in Sections 9 and 10 hereof shall

survive the termination or expiration of the Employment Term and the Executive’s employment with the Company and shall be fully enforceable thereafter.

(k) RESTRICTIONS ON RESALE. In addition to any restrictions on transfer set forth in the Amended and Restated Agreement of Limited

Common Units (as defined in the Operating Agreement) or shares of Class A Common Stock (as defined in the Operating Agreement) received in exchange therefor, or securities convertible or exchangeable or exercisable for any of the Common Units

or shares of Class A Common Stock, or enter into any swap, hedge, or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Units or shares of Class A Common Stock for a period of

twelve (12) months commencing on the IPO Date (such period, the “Lockup Period”); provided, however, that nothing in this paragraph shall prohibit the Executive from (i) distributing Common Units to the Executive’s

Relatives (as defined in the Operating Agreement) received as consideration in connection with this Agreement or any other arrangement, provided such Relatives agree in writing to the restrictions of this Section 9(k), or (ii) pledging

such Common Units or shares of Class A Common Stock, provided such pledgee agrees in writing to the restrictions of this Section 9(k). The foregoing restrictions shall not apply to transfers by the Executive to the Executive’s

Affiliates, successors or any trust, family partnership or family limited liability company established for the benefit of the Executive or the Executive’s

Relatives, so long as such transferee agrees in writing to be bound by the terms of this Section 9(k). Notwithstanding the foregoing or any other provision in this Agreement to the contrary,

(i) the provisions of this Section 9(k) shall cease to be in effect upon the closing of a General Partner Change of Control (as defined in the Operating Agreement), and (ii) following the Lockup Period, in the event the Executive

shall die while holding Common Units or shares of Class A Common Stock, such Common Units or shares of Class A Common Stock shall be immediately and freely transferable, subject to applicable Law.

10. COOPERATION. Upon the receipt of reasonable notice from the Company or its outside counsel, the Executive agrees that

while employed by the Company and thereafter, the Executive will respond and provide information with regard to matters in which the Executive has knowledge as a result of the Executive’s employment with the Company, and will provide

reasonable assistance to the Company, its Affiliates and their respective representatives in defense of any claims that may be made against the Company or its Affiliates (other than any claims asserted by the Executive), and will assist the Company

and its Affiliates in the prosecution of any claims that may be made by the Company or its Affiliates (other than any claims that may be asserted against the Executive), to the extent that such claims may relate to the period of the

Executive’s employment with the Company (collectively, the “Claims”). The Executive agrees to promptly inform the Company if the Executive becomes aware of any lawsuits involving Claims that may be filed or threatened

against the Company or its Affiliates. The Executive also agrees to promptly inform the Company (to the extent that the Executive is legally permitted to do so) if the Executive is asked to assist in any investigation of the Company or its

Affiliates (or their actions) or another party attempts to obtain information or documents from the Executive (other than in connection with any litigation or other proceeding in which the Executive is a party-in-opposition) and the Executive shall not provide such information or documents except with the prior written consent of the Company or its counsel or as required by applicable law, regulation or legal

process. If the Executive is required by law, regulation, or legal process to provide information or testimony, the Executive shall, unless prohibited by law, provide prompt written notice to the Company so that the Company may seek a protective

order or other appropriate remedy. Upon presentation of appropriate documentation, the Company shall pay or reimburse the Executive for all reasonable out-of-pocket

travel, duplicating or telephonic expenses and all reasonable legal expenses incurred by the Executive in complying with this Section 10. To the extent such cooperation occurs subsequent to the termination of the

Executive’s employment (and, if the Executive received payment pursuant to Section 7(d)(iii), hereof, subsequent to the expiration of a number of years thereafter equal to the Severance Multiple), the Company shall

compensate the Executive for such cooperation at a daily rate equal to (i) the sum of the Executive’s final Base Salary divided by (ii) 365.

11. PROTECTED ACTIVITY. Notwithstanding anything to the contrary contained herein, no provision of this Agreement shall

be interpreted so as to impede the Executive from (i) reporting possible violations of federal, state or local law or regulation (including, without limitation, laws relating to fraud, securities, harassment, discrimination, or retaliation) to,

or discussing any possible violations with, any governmental agency or entity or self-regulatory organization, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, any agency Inspector

General, and FINRA, or making other disclosures under the whistleblower provisions of federal law or regulation, without the prior authorization of the Company to make any such reports or disclosures and the Executive shall

not be required to notify the Company that such reports or disclosures have been made; (ii) making truthful statements in response to legal process, required governmental testimony or

filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings), (iii) any disclosure or communication made by the Executive in connection with any report or complaint to a federal,

state or local governmental or law enforcement agency or body (including, but not limited to, the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the Department

of Justice), (iv) any disclosure or communication protected under whistleblower provisions of applicable federal, state or local law, or (v) any other disclosure or communication that is required by law. 18 U.S.C. § 1833(b) provides:

right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.

12. EQUITABLE RELIEF AND OTHER REMEDIES. The Executive acknowledges and agrees that the Company’s remedies at law for a

breach or threatened breach of any of the provisions of Section 9 or Section 10 hereof would be inadequate and, in recognition of this fact, the Executive agrees that, in the event of such a breach

or threatened breach, in addition to any remedies at law, the Company, without posting any bond or other security, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or

permanent injunction or any other equitable remedy which may then be available, without the necessity of showing actual monetary damages. In the event of a violation by the Executive of Section 9 or

13. NO ASSIGNMENTS. This Agreement is personal to each of the parties hereto. Except as provided in this

Section 13 hereof, no party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other party hereto. The Company may assign this Agreement to any successor to all or

substantially all of the business and/or assets of the Company, provided that the Company shall require such successor to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be

required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company and any successor to its business and/or assets, which assumes and agrees to perform the duties and

obligations of the Company under this Agreement by operation of law or otherwise.

14. NOTICE. For purposes of this Agreement, notices and all other communications

provided for in this Agreement shall be in writing and shall be deemed to have been duly given (a) on the date of delivery, if delivered by hand, (b) on the date of transmission, if delivered by confirmed facsimile or electronic mail,

(c) on the first business day following the date of deposit, if delivered by guaranteed overnight delivery service, or (d) on the fourth business day following the date delivered or mailed by United States registered or certified mail,

return receipt requested, postage prepaid, addressed as follows:

If to the Executive:

At the address (or to the e-mail address or facsimile

number) shown in the books and records of the

Company.

If to the Company:

2000 Market Street, Suite 910

Philadelphia, PA 19103

Attention: General Counsel

or to such other

address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

15. SECTION HEADINGS; INCONSISTENCY. The section headings used in this Agreement are included solely for convenience and

shall not affect, or be used in connection with, the interpretation of this Agreement. In the event of any inconsistency between the terms of this Agreement and any form, award, plan or policy of the Company, the terms of this Agreement shall govern

and control.

16. SEVERABILITY. The provisions of this Agreement shall be deemed severable. The invalidity or

unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of

this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by applicable law.

17. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original

but all of which together will constitute one and the same instrument.

18. ARBITRATION. Any dispute or controversy arising under

Act; and (iii) any other claim that cannot be subject to mandatory arbitration as a matter of law. A copy of the current version of the Rules is available at:

https://www.adr.org/media/0vrpbnm0/2025_employment_arbitration_rules.pdf. To the fullest extent of the law, the arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, formation, or

enforceability of this Agreement, including but not limited to the arbitrability of any dispute between the parties. The decision of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s

award in any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration, (a) the arbitration costs shall be borne entirely by the Company, (b) each party shall pay all of its own costs and

expenses, except as otherwise required by applicable law, including, without limitation, its own legal fees and expenses, provided that the Company will reimburse the Executive for all costs (including reasonable attorneys’ fees) incurred in a

dispute if the Executive prevails on any material issue involved in such dispute, and (c) the arbitrator shall have no power to award punitive damages to either party, except where an applicable statute allows for punitive damages. The parties

further agree that this arbitration provision is intended to be mutually binding and enforceable to the fullest extent permitted by applicable law.

19. INDEMNIFICATION. The Company hereby agrees to indemnify the Executive and hold the Executive harmless to the greatest

extent permitted by law or provided under the By-Laws of the Company against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including reasonable

attorneys’ fees), losses, and damages resulting from the Executive’s good faith performance of the Executive’s duties and obligations with the Company, and shall provide advancement of expenses to the greatest extent permitted

under applicable law. This obligation shall survive the termination of the Executive’s employment with the Company.

20.

LIABILITY INSURANCE. The Company shall purchase and maintain, at its own expense, directors’ and officers’ liability insurance and cover the Executive under such directors’ and officers’ liability insurance both

during and, while potential liability exists, after the term of this Agreement which shall not be less favorable than the coverage provided to other senior executive officers and directors of the Company.

21. GOVERNING LAW; WAIVER OF JURY TRIAL. This Agreement, the rights and obligations of the parties hereto, and any claims or

disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of New York (without regard to its choice of law provisions). As a specifically bargained for inducement for each of the parties hereto

to enter into this Agreement (after having the opportunity to consult with counsel), each party hereto expressly waives the right to trial by jury in any lawsuit or proceeding relating to or arising in any way from this Agreement or the matters

contemplated hereby.

22. MISCELLANEOUS. No provision of this Agreement may be modified, waived or discharged unless

such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer or director as may be designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or

compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or

subsequent time. This Agreement together with all exhibits hereto sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes any and

all prior agreements or understandings between the Executive and the Company with respect to the subject matter hereof. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made

by either party which are not expressly set forth in this Agreement.

23. REPRESENTATIONS. The Executive represents and warrants to

the Company that (a) the Executive has the legal right to enter into this Agreement and to perform all of the obligations on the Executive’s part to be performed hereunder in accordance with its terms, and (b) the Executive is not

a party to any agreement or understanding, written or oral, and is not subject to any restriction, which, in either case, could prevent the Executive from entering into this Agreement or impair in any way the performance of the Executive’s

duties and obligations hereunder. In addition, the Executive acknowledges that the Executive is aware of Section 304 (Forfeiture of Certain Bonuses and Profits) of the Sarbanes-Oxley Act of 2002 and the right of the Company to be reimbursed for

certain payments to the Executive in compliance therewith.

24. TAX MATTERS.

(a) WITHHOLDING. The Company may withhold from any and all amounts payable under this Agreement or otherwise such federal, state and

local taxes as may be required to be withheld pursuant to any applicable law or regulation.

(b) DELIVERY OF SHARES ON NET BASIS.

stock to satisfy the Executive’s applicable tax withholding obligations through a broker-assisted sale or other “sell-to-cover” mechanism, the Company

(i) The intent of the parties is that payments and benefits under this Agreement be exempt from or otherwise comply with Internal Revenue Code

imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A.

(ii) A termination of employment shall not be deemed to have occurred for purposes of any

provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and,

for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this

Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is

considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the

six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A to avoid imposition of any additional

taxes or interest. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 24(c)(ii) (whether they would have otherwise been payable in a single sum or in installments

in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them

herein. Any payments subject to Code Section 409A that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as termination of

employment) occurs shall not commence payment prior to the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to avoid additional taxes, penalties or interest under Code Section 409A.

(iii) To the extent that reimbursements or other in-kind benefits under this Agreement constitute

“nonqualified deferred compensation” for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such

expenses were incurred by the Executive, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement,

expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind

benefits to be provided, in any other taxable year.

(iv) For purposes of Code Section 409A, the Executive’s right to receive

any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual

date of payment within the specified period shall be within the sole discretion of the Company.

(v) Notwithstanding any other provision

of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise

permitted by Code Section 409A.

(d) EXCESS PARACHUTE PAYMENTS; LIMITATIONS ON PAYMENTS.

(i) Notwithstanding any other provision of this Agreement, if any payment or benefit

received or to be received by the Executive (including any payment or benefit received in connection with a termination of the Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement)

(all such payments and benefits, including the payments and benefits under Section 7, being hereinafter referred to as the “Total Payments”) would, but for this

Section 24(d), be subject (in whole or part), to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), then, the Total Payments shall be reduced (but not below zero), to the

extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such

reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (ii) the net amount of such Total Payments without such

reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments and after taking into

account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). If the Total Payments are so reduced, the Company shall reduce or eliminate the Total Payments (A) by first reducing or

eliminating the portion of the Total Payments which are not payable in cash (other than that portion of the Total Payments subject to clause (C)), (B) then by reducing or eliminating cash payments (other than that portion of the Total Payments

subject to clause (C)) and (C) then by reducing or eliminating the portion of the Total Payments (whether payable in cash or not payable in cash) to which Treasury Regulation § 1.280G-1 Q/A 24(c) (or

successor thereto) applies, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time.

(ii) For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of

the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account;

(ii) no portion of the Total Payments shall be taken into account which, in the written opinion of an independent, nationally recognized accounting firm (the “Independent Advisors”) selected by the Company, does not

constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be

taken into account which, in the opinion of Independent Advisors, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as

defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments

shall be determined by the Independent Advisors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

(iii)

Any determination required under this Section 24(d), including whether any payments or benefits are parachute payments, shall be made at the Company’s expense by an independent public accounting firm that is mutually

agreed by the Company and the Executive (the “Accounting Firm”), based upon reasonable, good faith assumptions and interpretations of Section 280G of the Code. The Executive and the Company shall provide the Accounting Firm

with such information and documents as the Accounting Firm may reasonably request in order to make a determination under this Section 24(d).

25. SARBANES-OXLEY ACT OF 2002. Notwithstanding anything herein to the

contrary, if the Company determines, in its good faith judgment, that any transfer or deemed transfer of funds hereunder is likely to be construed as a personal loan prohibited by Section 13(k) of the Securities Exchange Act of 1934, as

amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), then such transfer or deemed transfer shall not be made to the extent necessary or appropriate so as not to violate the Exchange Act and the rules

and regulations promulgated thereunder.

26. CLAWBACK. Notwithstanding any other provisions in this Agreement, any payments

made pursuant to this Agreement shall be subject to recovery or clawback by the Company under any applicable clawback policy adopted by the Company in accordance with the Securities and Exchange Commission regulations or other applicable law, and

the Executive agrees to execute appropriate acknowledgements or other documentation as may be required pursuant to such policies from time to time.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the

date first written above.

COMPANY

By:

/s/ Daniel Herz

Name: Daniel Herz

Title: Chief Executive Officer and Director

EXECUTIVE

/s/ Stephen Pilatzke

Stephen Pilatzke

EXHIBIT A

GENERAL RELEASE

[___________], in consideration of and subject to the performance by WhiteHawk Minerals Corp., a Delaware incorporated company (“PubCo”), WhiteHawk Income Operating Partnership L.P., a Delaware limited partnership

shall have the meanings given to them in the Agreement.

My employment or service with the Company and its Affiliates terminated as of [ ● ], 20[ ● ], and I

will not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or its Affiliates.

Except as provided in paragraphs 4 and 5 below and except for the provisions of the Agreement which expressly

(including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil

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Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the

Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor

Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or

under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses,

including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “Claims”).

I represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other

matter covered by paragraph 2 above.

I agree that this General Release does not waive or release any rights or claims that I may have under the Age

basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967).

I agree that I hereby waive all rights to sue or obtain equitable, remedial or punitive relief from any or all

benefit plans.

In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every

implied. I

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acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I

I agree that neither this General Release, nor the furnishing of the consideration for this General Release,

shall be deemed or construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct.

I agree that if I violate this General Release by suing the Company or the other Released Parties, I will pay

all costs and expenses of defending against the suit incurred by the Released Parties, including reasonable attorneys’ fees.

I agree that this General Release and the Agreement are confidential and agree not to disclose any information

not to disclose the same to anyone.

10.

Any non-disclosure provision in this General Release does not prohibit

11.

I hereby acknowledge that Sections 7 through 14, 19 through 22 and 24

through 26 of the Agreement shall survive my execution of this General Release.

12.

I represent that I am not aware of any claim by me other than the claims that are released by this General

suspected at the time of entering into this General Release, may have materially affected this General Release and my decision to enter into it.

13.

Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish,

diminish, or in any way affect any rights or claims arising out of any breach by the Company or by any Released Party of the Agreement after the date hereof.

14.

Whenever possible, each provision of this General Release shall be interpreted in such manner as to be

herein.

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BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

I HAVE READ IT CAREFULLY;

I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO,

OF 1974, AS AMENDED;

I VOLUNTARILY CONSENT TO EVERYTHING IN IT;

I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL

READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;

I HAVE HAD AT LEAST [21][45] DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE TO CONSIDER IT, AND THE

CHANGES MADE SINCE MY RECEIPT OF THIS RELEASE ARE NOT MATERIAL OR WERE MADE AT MY REQUEST AND WILL NOT RESTART THE REQUIRED [21][45]-DAY PERIOD;

I UNDERSTAND THAT I HAVE SEVEN (7) DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS

RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;

I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO

ADVISE ME WITH RESPECT TO IT; AND

I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY

AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.

SIGNED:

DATED:

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