Common use of Board Designation Rights Clause in Contracts

Board Designation Rights. (a) Subject to the other provisions of this Section 1, during the period commencing on the date of this Agreement and ending on the Board Designation Termination Date (as defined below), the Purchaser has the option and right (but not the obligation) to designate nominees to be nominated by the Company at each annual (or special) meeting of stockholders of the Company to serve as Directors on the Board (each, a “Purchaser Designated Director”) in accordance with this Section 1. Subject to the other provisions of this Section 1, during the period commencing on the date of this Agreement and ending on the Golsen Holders Board Designation Termination Date (as defined below), the Golsen Holders have the option and right (but not the obligation) to designate nominees to be nominated by the Company at each annual (or special) meeting of stockholders of the Company to serve as Directors on the Board (each, a “Golsen Holders Designated Director” and, together with the Purchaser Designated Directors, the “Designated Directors” and each a “Designated Director”) in accordance with this Section 1. Each Designated Director shall, (i) not be prohibited from serving as a Director pursuant to any rule or regulation of the Commission or any National Securities Exchange on which the Company’s Common Stock is listed or admitted to trading, and (ii) not be an employee, manager or director of any Competitor (as defined below). In addition, one Purchaser Designated Director shall in the good faith, reasonable judgment of the Company satisfy the independence requirements of The New York Stock Exchange, Inc. (the “NYSE”) or any other national securities exchange on which the Company’s Common Stock is listed or admitted to trading. As a condition precedent to service on the Board, each Designated Director shall deliver to the Board his or her written resignation from the Board (in the form attached hereto as Annex A) that the Board or its Nominating and Corporate Governance Committee may, in the Board’s or such committee’s sole discretion, accept and make effective solely and to the extent provided in accordance with subsection (c) below. For purposes of this Agreement, the term “Competitor” shall mean any person or entity that is an operating company (it being agreed that “Competitor” shall not include any company the primary business purpose of which is to provide financing directly or indirectly to unaffiliated entities, whether or not engaged in the nitrogen based chemicals or climate control sectors) which engages in the nitrogen based chemicals or climate control business or otherwise provides similar services or engages in a similar business as the Company and its subsidiaries.

Board Designation Rights. (a) Subject As set forth in Part C of Article VI of the PubCo Charter, following the Closing Date and subject to the other provisions of this Section 1, during the period commencing on the date of this Agreement and ending on the Board Designation Termination Date (as defined below), the Purchaser has the option and right (but not the obligation) to designate nominees to be nominated by the Company at each annual (or special) meeting of stockholders applicable requirements of the Company to serve as Directors on the Board (each, a “Purchaser Designated Director”) in accordance with this Section 1. Subject to the other provisions of this Section 1, during the period commencing on the date of this Agreement and ending on the Golsen Holders Board Designation Termination Date (as defined below), the Golsen Holders have the option and right (but not the obligation) to designate nominees to be nominated by the Company at each annual (or special) meeting of stockholders of the Company to serve as Directors on the Board (each, a “Golsen Holders Designated Director” and, together with the Purchaser Designated Directors, the “Designated Directors” and each a “Designated Director”) in accordance with this Section 1. Each Designated Director shall, (i) not be prohibited from serving as a Director pursuant to any rule or regulation of the Commission or any National Securities Exchange on which the Company’s Common Stock is listed or admitted to trading, and (ii) not be an employee, manager or director of any Competitor (as defined below). In addition, one Purchaser Designated Director shall in the good faith, reasonable judgment of the Company satisfy the independence requirements of The New York Stock Exchange, Inc. (the “NYSE”) or any other national securities exchange on which the Company’s Common Stock Equity Securities are listed for trading, and the satisfaction of all applicable legal requirements regarding service as a Director and the qualification requirements as specified in Section 2.4(c), each of the Parties shall take all Necessary Action to include in the slate of nominees for election as Directors at each applicable annual or special meeting of stockholders at which Directors are to be elected, two (2) nominees designated by Advance (any such designee, an “Advance Designee”). (b) Following the Closing Date and subject to the applicable requirements of the national securities exchange on which the Company’s Equity Securities are listed for trading, and the satisfaction of all applicable legal requirements regarding service as a Director and the qualification requirements as specified in Section 2.4(c), Advance shall, subject to Part E of Article VI of the PubCo Charter, have the exclusive right to (i) replace its Advance Designees and (ii) designate Directors for election to the Board to fill vacancies created by reason of death, removal, or resignation of its Advance Designees. Vacancies shall be filled as provided in Part D of Article VI of the PubCo Charter. Each of the Parties shall take all Necessary Action to cause any such replacement and/or vacancy to be filled by replacement Directors designated by Advance (any such designee, a “Replacement Designee” and, together with the Advance Designees, the “Director Designees”) as promptly as practicable after such designation. Notwithstanding anything to the contrary contained in this Section 2.4(b), Advance shall not have the right to designate a Replacement Designee, and the Company shall not be required to take any action to cause any vacancy to be filled by any such Replacement Designee, to the extent that election or appointment of such Replacement Designee to the Board would result in a number of Director Designees nominated by Advance in excess of the number of Advance Designees that Advance is listed or admitted then entitled to trading. As a condition precedent to service nominate for membership on the Board. (c) As set forth in Part E of Article VI of the PubCo Charter, if the nominating and corporate governance committee of the Company (or a similar committee serving the nominating function) determines in good faith that a Director Designee (i) is not qualified to serve on the Board consistent with such committee’s duly adopted policies and procedures applicable to all directors or (ii) does not satisfy the applicable requirements of the national securities exchange on which the Company’s Equity Securities are listed for trading, regarding service as a Director, Advance shall have the right to designate a different Director Designee. (d) Unless otherwise determined by the Board, the term of any Director Designee shall expire and terminate upon the termination of this Agreement. In the event that the Board requests the resignation of a Director Designee, each Designated of the Parties shall immediately take all Necessary Action to ensure the resignation and, if resignation is not forthcoming promptly, removal, of such Director shall deliver Designee. Notwithstanding anything to the Board contrary herein, a Director Designee may resign at any time regardless of the period of time left in his or her written resignation from the Board (in the form attached hereto as Annex A) that the Board or its Nominating and Corporate Governance Committee may, in the Board’s or such committee’s sole discretion, accept and make effective solely and to the extent provided in accordance with subsection (c) below. For purposes of this Agreement, the term “Competitor” shall mean any person or entity that is an operating company (it being agreed that “Competitor” shall not include any company the primary business purpose of which is to provide financing directly or indirectly to unaffiliated entities, whether or not engaged in the nitrogen based chemicals or climate control sectors) which engages in the nitrogen based chemicals or climate control business or otherwise provides similar services or engages in a similar business as the Company and its subsidiariesthen-current term.

Board Designation Rights. (a) Subject to In the other provisions of this Section 1, during the period commencing on the date of this Agreement and ending on event that the Board Designation Termination Date (as defined below), the Purchaser has the option and right (but not the obligation) to designate nominees to be nominated by the Company at each annual (or special) meeting of stockholders Observer becomes a member of the Company to serve as Board of Directors on in accordance with Section 4(h) of the Board Certificate of Designations (eachany such member, a “Purchaser Designated Director”), the Board Observer shall cease to be a Board Observer under this Agreement, and any rights of the Purchaser with respect to the Board Observer under this Agreement shall cease to exist; provided, however, in the event that the director designation right in Section 4(h) of the Certificate of Designations shall cease to exist in accordance with this the terms thereof, any such former director shall immediately and automatically be the Board Observer pursuant to Section 1. Subject 1(a), and the Purchaser shall have the rights with respect to the other provisions of Board Observer as set forth in this Agreement; provided further, however, that the Purchaser shall cause any Purchaser Designated Director designated pursuant to Section 1, during the period commencing on the date of this Agreement and ending on the Golsen Holders Board Designation Termination Date (as defined below), the Golsen Holders have the option and right (but not the obligation4(h) to designate nominees to be nominated by the Company at each annual (or special) meeting of stockholders of the Company Certificate of Designations then serving as a member of the Board to serve resign as Directors a member of the Board on the Board Rights Termination Date. (each, a “Golsen Holders Designated Director” and, together with the b) Any such Purchaser Designated Directors, the “Designated Directors” and each a “Designated Director”) in accordance with this Section 1. Each Designated Director shall, as determined in the reasonable judgment of the Board, (i) have the requisite skill and experience to serve as a director of a public company, (ii) not be prohibited from serving as a Director director pursuant to any rule or regulation of the Securities and Exchange Commission (the “Commission”) or any national securities exchange on which the Company’s shares of common stock are then listed or admitted to trading, and (iii) not be an employee or director of any Industry Competitor. In the event that the Board determines in its reasonable judgment that a Purchaser Designated Director does not meet any of the qualifications set forth in the immediately preceding sentence, the Board shall promptly deliver to the Purchaser a statement describing the circumstances pursuant to which such Purchaser Designated Director does not meet such qualifications. (c) A Purchaser Designated Director may be removed or replaced by the Purchaser at any time or by a majority of the remaining Directors for “cause” (as defined below), but not by any other Party; and any vacancy occurring by reason of the death, disability, resignation, removal or other cessation of a person serving as a Purchaser Designated Director, and with respect to any removal or replacement for “cause” or for any other vacancy for any reason the Purchaser shall have the right for the ensuing 30 days, subject to the other provisions of Section 2, to designate in writing furnished to the Nominating and Governance Committee of the Board the person to be appointed by the Board as the Purchaser Designated Director to fill the resulting vacancy (subject to such designee meeting the standards set forth in Section 2(b)). As used herein, “cause” means that a Purchaser Designated Director (i) is prohibited from serving as a director of the Company under any rule or regulation of the Commission or any National Securities Exchange on which the Company’s Common Stock is listed or admitted to trading, and (ii) not be an employee, manager or director of any Competitor (as defined below). In addition, one Purchaser Designated Director shall in the good faith, reasonable judgment of the Company satisfy the independence requirements of The New York Stock Exchange, Inc. (the “NYSE”) or any other national securities exchange on which the Company’s Common Stock is listed then-listed; (ii) while serving as a Purchaser Designated Director, is convicted by a court of competent jurisdiction of a felony; (iii) a court of competent jurisdiction has entered a final, non-appealable judgment finding the Purchaser Designated Director liable for gross negligence, recklessness, fraud or admitted willful misconduct against the Company (including, but not limited to, intentionally or willfully failing to trading. As observe the obligation of confidentiality contained in Section 4(a)); (iv) is determined to have acted intentionally or in bad faith in a condition precedent manner that results in a material detriment to service the assets, business or prospects of the Company (provided, however, voting as a Purchaser Designated Director solely in the interest of the Purchaser, or any effect on the BoardCompany as a result of the foregoing, each shall be deemed not to result in a material detriment to the assets, business or prospects of the Company); (v) a court of competent jurisdiction has entered, a final, non-appealable judgment finding a Purchaser Designated Director shall deliver to the Board be mentally incompetent, which mental incompetency directly affects his or her written resignation ability to serve as a director of the Company; or (vi) is terminated, removed or resigns for any reason from the Board (in the form attached hereto as Annex A) that the Board his or its Nominating and Corporate Governance Committee mayher position, in the Board’s or if any, with any such committee’s sole discretion, accept and make effective solely and to the extent provided in accordance with subsection (c) below. For purposes of this Agreement, the term “Competitor” shall mean any person or entity that Purchaser Group Member at which a Purchaser Designated Director is an operating company (it being agreed that “Competitor” shall not include any company the primary business purpose of which is to provide financing directly or indirectly to unaffiliated entities, whether or not engaged in the nitrogen based chemicals or climate control sectors) which engages in the nitrogen based chemicals or climate control business or otherwise provides similar services or engages in a similar business as the Company and its subsidiariesthen employed.

Board Designation Rights. (a) Subject to the other provisions of this Section 1, during commencing as of the period commencing on the date of this Agreement Effective Time and ending on the Board Designation ACII Second Designated Director Termination Date (as defined below), the Purchaser has ACII Entities shall have the option and right (but not the obligation) to designate up to two (2) nominees to be nominated by the Company at each annual (or special) meeting of stockholders of the Company to serve as Directors on the Board (each, a an “Purchaser ACII Designated Director”) in accordance with this Section 1. Subject to the other provisions of this Section 1, during commencing as of the period commencing on the date of this Agreement Effective Time and ending on the Golsen Holders Board Designation Axar Designated Director Termination Date (as defined below), the Golsen Holders Axar Entities shall have the option and right (but not the obligation) to designate nominees one (1) nominee to be nominated by the Company at each annual (or special) meeting of stockholders of the Company to serve as Directors a Director on the Board (each, a “Golsen Holders Axar Designated Director” and, together with the Purchaser ACII Designated Directors, the “Designated Directors” and each a “Designated Director”) in accordance with this Section 1. Each Designated Director shallshall in the reasonable determination of the Board or Nominating and Governance Committee of the Board (the “Nominating and Governance Committee”) (i) be suitable to serve on the Board in accordance with the customary standards of suitability for directors of NYSE listed companies, (iii) not be prohibited from serving as a Director pursuant to any rule or regulation of the U.S. Securities and Exchange Commission or any National Securities Exchange on which the Company’s Common Stock is listed or admitted to trading, and (iiiii) not be an employee, manager or director of any Competitor (as defined below). In addition, one Purchaser Designated Director shall in the good faith, reasonable judgment of the Company satisfy the independence requirements of The New York Stock Exchange, Inc. (the “NYSE”) or any other national securities exchange on which the Company’s Common Stock is listed or admitted to trading. As a condition precedent to service on the Board, each Designated Director shall deliver to the Board his or her written resignation from the Board (in the form attached hereto as Annex A) that the Board or its the Nominating and Corporate Governance Committee may, in the Board’s or such committee’s sole discretion, accept and make effective solely and to the extent provided in accordance with subsection (c) below. For purposes of this Agreement, the term “Competitor” shall mean any person or entity that is an operating company (it being agreed that “Competitor” shall not include any company the primary business purpose of which is to provide financing directly or indirectly to unaffiliated entities, whether or not engaged in the nitrogen based chemicals or climate control sectors) which engages in the nitrogen based chemicals or climate control business or otherwise provides similar services or engages in a similar business as the Company and its subsidiariesdeath care business.

Board Designation Rights. The Stockholders, severally and not jointly, agree as follows: (a) Subject to the other provisions of this Section 13, during the period commencing on the date of this Agreement and ending on the Board Designation Termination Date (as defined below)hereof, the Purchaser has the option and right (but not the obligation) to designate nominees to be nominated by the Company at each annual (or special) meeting of stockholders of the Company to serve as Directors on the Board (each, a “Purchaser Designated Director”) in accordance with this Section 1. Subject to the other provisions of this Section 1, during the period commencing on the date of this Agreement and ending on the Golsen Holders Board Designation Termination Date (as defined below), the Golsen Holders Warburg Parties shall have the option and right (but not the obligation) to designate nominees one (1) nominee to be nominated by the Company at each applicable annual (or special) meeting of stockholders of the Company (adjusted as appropriate to take into account the classified Board structure) to serve as Directors a director on the Board (each, a “Golsen Holders Designated Director” and, together with the Purchaser Designated Directors, the “Designated Directors” and each a “Designated Director”) in accordance with this Section 13. Each The Designated Director shall, shall in the reasonable determination of the Board or any nominating and governance committee of the Board established from time to time (“Nominating and Governance Committee”) (i) be suitable to serve on the Board in accordance with the customary standards of suitability for directors of NYSE-listed companies and (ii) not be prohibited from serving as a Director director pursuant to any rule or regulation of the U.S. Securities and Exchange Commission or any National Securities Exchange national securities exchange on which the Company’s Class A Common Stock is listed or admitted to trading. (b) Earthstone, EnCap and the Board shall take all actions necessary or advisable to effect the provisions of Section 3(a), including, effective as of the Closing, validly appointing the director designated by the Warburg Parties in writing to the Board no later than the Closing (the “Initial Director”). The Initial Director shall serve an initial term that will expire no earlier than the annual meeting of the stockholders of the Company (the “Public Stockholders”) to be held in 2023. (c) The Warburg Parties agree (i) upon Earthstone’s request, to, and to cause the Designated Director designated by them to, timely provide Earthstone with accurate and complete information relating to such Designated Director as may be required to be disclosed by Earthstone under the Exchange Act and (ii) not to cause the Designated Director designated by them to comply with the Section 16 filing obligations under the Exchange Act. At each applicable election of Directors, the Board shall nominate the Designated Director, which designee must meet the standards set forth in Section 3(a) above, as part of the slate of directors nominated by the Board for election by the Public Stockholders and shall recommend that the Public Stockholders vote for such Designated Director. Additionally, in the event of the resignation, death, or removal (for cause or otherwise) of the Designated Director, the Warburg Parties shall have the right for the ensuing sixty (60) days, subject to the other provisions of this Section 3, to designate in writing furnished to the Board or to the Nominating and Governance Committee, if applicable, the person to be an employeeappointed by the Board as the Designated Director to fill the resulting vacancy (subject to such designee meeting the standards set forth in Section 3(a) above). (d) At all times while a Designated Director is serving as a member of the Board, manager and following any such Designated Director’s death, resignation, removal or director of any Competitor (other cessation as defined below). In additiona Director in such former Designated Director’s capacity as a former Director, one Purchaser such Designated Director shall be entitled to all rights to indemnification and exculpation, in each case, as are then made available to any other member of the Board or any former Director, as the case may be. While serving as a Designated Director, such Designated Director shall be entitled to reimbursement for reasonable expenses consistent with Earthstone’s policies applicable to other similarly situated Directors. Earthstone shall purchase and maintain (or reimburse the Designated Director for the cost of) insurance (“D&O Insurance”), on behalf of the Designated Director, against any liability that may be asserted against, or expense that may be incurred by, such Designated Director in connection with the activities of Earthstone and its subsidiaries or such Designated Director’s activities on behalf of Earthstone and its subsidiaries, regardless of whether Earthstone or any of its subsidiaries would have the power to indemnify such Designated Director against such liability under the provisions of the organizational documents of Earthstone (as they may be amended from time to time). Such D&O Insurance shall provide coverage commensurate with that provided to independent directors of the Board and the Designated Director shall be entitled to all rights to insurance as are then made available to any other member (or former member, as applicable) of the Board by Earthstone and its subsidiaries. (e) The option and right of the Warburg Parties to appoint a Designated Director under this Section 3 may not be transferred or assigned, in whole or in part, by the Warburg Parties without the prior written consent of Earthstone and the execution by such transferee of a joinder agreement in the form of Exhibit A hereto (a “Joinder”), provided that such option and right may be transferred or assigned, without the consent of Earthstone, to an Affiliate of any of the Warburg Parties so long as such transferee executes a Joinder. (f) The Warburg Holders shall take all necessary action to cause the Designated Director to resign promptly from the Board if such Designated Director, as determined by the Board in good faithfaith after consultation with outside legal counsel, reasonable judgment (i) is prohibited or disqualified from serving as a director of the Company satisfy under any rule or regulation of the independence requirements SEC, NYSE, or by applicable law, (ii) has engaged in acts or omissions constituting a breach of The New York Stock Exchangethe Designated Director’s fiduciary duties to the Company and the Public Stockholders, Inc. (iii) has engaged in acts or omissions that involve intentional misconduct or an intentional violation of law or (iv) has engaged in any transaction involving the “NYSE”) or any other national securities exchange on Company from which the Designated Director derived an improper personal benefit that was not disclosed to the Board prior to the authorization of such transaction; provided, however, that the Warburg Parties shall have the right to replace such resigning Designated Director with a new Designated Director, such newly named Designated Director to be appointed promptly to the Board in place of the resigning Designated Director in the manner set forth in the Company’s Common Stock is listed governing documents for filling vacancies on the Board. Nothing in this Section 3(f) or admitted to trading. As elsewhere in this Agreement shall confer any third-party beneficiary or other rights upon any person designated hereunder as a condition precedent to Designated Director, whether during or after such person’s service on the Board, each . (g) The Board shall not designate an executive committee or any other committee which has been delegated authority substantially similar to the authority of the Board unless the then serving Designated Director shall deliver to the Board his or her written resignation from the Board (in the form attached hereto is also appointed as Annex A) that the Board or its Nominating and Corporate Governance Committee may, in the Board’s or a member of such committee’s sole discretion, accept and make effective solely and to the extent provided in accordance with subsection (c) below. For purposes of this Agreement, the term “Competitor” shall mean any person or entity that is an operating company (it being agreed that “Competitor” shall not include any company the primary business purpose of which is to provide financing directly or indirectly to unaffiliated entities, whether or not engaged in the nitrogen based chemicals or climate control sectors) which engages in the nitrogen based chemicals or climate control business or otherwise provides similar services or engages in a similar business as the Company and its subsidiaries.

Board Designation Rights. (a) Subject to the other provisions of this Section 1, during During the period commencing on upon the date of this Agreement Closing and ending on the Board Designation Rights Termination Date (as defined below)Date, the Breitburn Entities shall grant the Purchaser has the option and right (but not right, exercisable by the obligation) Purchaser’s delivering a written notice signed by the Purchaser, to designate nominees to be nominated by the Company at each annual (or special) meeting of stockholders of the Company one person to serve as Directors a Director on the Board (each, a the “Purchaser Designated Director”) in accordance with this Section 1. Subject to the other provisions of this Section 1); provided, during the period commencing on the date of this Agreement and ending on the Golsen Holders Board Designation Termination Date (as defined below)however, the Golsen Holders have the option and right (but not the obligation) to designate nominees to be nominated by the Company at each annual (or special) meeting of stockholders of the Company to serve as Directors on the Board (each, a “Golsen Holders Designated Director” and, together with the that such Purchaser Designated Directors, the “Designated Directors” and each a “Designated Director”) in accordance with this Section 1. Each Designated Director shall, in the reasonable judgment of the General Partner, (i) have the requisite skill and experience to serve as a director of a public company, (ii) not be prohibited from serving as a Director pursuant to any rule or regulation of the Commission or any National Securities Exchange on which the CompanyPartnership’s Common Stock is Units are listed or admitted to trading, and (iiiii) not be an employee, manager employee or director of any Competitor (as defined below). In addition; and provided, one Purchaser Designated Director shall in the good faithfurther, reasonable judgment of the Company satisfy the independence requirements of The New York Stock Exchange, Inc. (the “NYSE”) or any other national securities exchange on which the Company’s Common Stock is listed or admitted to trading. As that as a condition precedent to service on the Board, each the Purchaser Designated Director shall deliver to the Board his or her written resignation from the Board (in the form attached hereto as Annex A) that the Board or its Nominating and Corporate Governance Committee chairman may, in the Board’s or such committeethe chairman’s sole discretion, accept and make effective solely and to at any time on or after the extent provided in accordance with subsection (c) belowBoard Rights Termination Date. For purposes of this Agreement, the term “Competitor” shall mean any person or entity that (a) is an operating company (and not a person or entity, the primary business purpose of which is to operate energy assets in the upstream energy sector; it being agreed that “Competitor” shall not include any company the primary business purpose of which is to provide financing directly or indirectly to unaffiliated entities, whether or not engaged in the nitrogen based chemicals or climate control sectorsupstream energy sector) which and (b) engages in the nitrogen based chemicals or climate control upstream energy business or otherwise provides similar services or engages in a similar business as the Company Partnership. The Breitburn Entities shall take all actions necessary or advisable to effect the first sentence of this Section 2(a), including contemporaneously with or immediately following the Closing to increase the size of the Board by one Director and its subsidiariesto appoint the Purchaser Designated Director as a Class III Director, to serve an initial term that expires no earlier than the annual meeting of the Unitholders to be held in 2017. The initial Purchaser Designated Director is Kxxx Xxxxxx. The Purchaser agrees upon the Partnership’s request to, and to cause the Purchaser Designated Director to, timely provide the Partnership with accurate and complete information relating to the Purchaser Designated Director as may be required to be disclosed by the Partnership under the Securities Exchange Act and the rules and regulations promulgated thereunder. The Purchaser further agrees to cause the Purchaser Designated Director to comply with the Section 16 filing obligations under the Securities Exchange Act. At each applicable election of Directors, the Board shall nominate the Purchaser Designated Director, which designee must meet the standards set forth above, as part of the slate of Directors nominated by the Board for election by the Unitholders and shall recommend that the Unitholders vote for the Purchaser Designated Director. Additionally, in the event of the resignation, death, or removal (for cause or otherwise) of the Purchaser Designated Director, the Purchaser shall have the right to designate the person to be appointed by the Board as the Purchaser Designated Director to fill the resulting vacancy (subject to such designee meeting the standards set forth above). Any action by the Purchaser to designate a Purchaser Designated Director shall be evidenced in writing furnished to the Breitburn Entities and shall be executed by the Purchaser. While serving as a Purchaser Designated Director, a Purchaser Designated Director shall be entitled to compensation commensurate with that of an independent member of the Board and reimbursed for reasonable expenses consistent with the General Partner’s policies applicable to other non-employee directors.

Board Designation Rights. (a) Subject Effective as of the Qualified Public Offering Closing on or prior to September 30, 2004, and continuing thereafter until such time as Xxxxxxxxx ceases to beneficially own, directly or indirectly, at least 10% of the voting power of the outstanding capital stock of ATX Group, Xxxxxxxxx will be entitled to notify ATX Group of the name of two persons (one of whom may be Xxxxxxxxx himself) for recommendation to the other provisions of this Section 1, during the period commencing on the date of this Agreement and ending on the Board Designation Termination Date (as defined below), the Purchaser has the option and right (but not the obligation) to designate nominees to be nominated by the Company at each annual (or special) meeting of stockholders of the Company to serve as Directors on the Board (each, a “Purchaser Designated Director”) in accordance with this Section 1. Subject to the other provisions of this Section 1, during the period commencing on the date of this Agreement and ending on the Golsen Holders Board Designation Termination Date (as defined below), the Golsen Holders have the option and right (but not the obligation) to designate nominees to be nominated by the Company at each annual (or special) meeting of stockholders of the Company to serve as Directors on the Board (each, a “Golsen Holders Designated Director” and, together with the Purchaser Designated Directors, the “Designated Directors” and each a “Designated Director”) in accordance with this Section 1. Each Designated Director shall, (i) not be prohibited from serving as a Director pursuant to any rule or regulation of the Commission or any National Securities Exchange on which the Company’s Common Stock is listed or admitted to trading, and (ii) not be an employee, manager or director of any Competitor (as defined below). In addition, one Purchaser Designated Director shall in the good faith, reasonable judgment of the Company satisfy the independence requirements of The New York Stock Exchange, Inc. (the “NYSE”) or any other national securities exchange on which the Company’s Common Stock is listed or admitted to trading. As a condition precedent to service on the Board, each Designated Director shall deliver to the Board his or her written resignation from the Board (in the form attached hereto as Annex A) that the Board or its Nominating and Corporate Governance Committee may(or any other appropriate committee) of the board of directors of ATX Group as a nominee (the “Xxxxxxxxx Designees”) to said board on the terms and conditions set forth in this Section 6. (b) Subject to subsection (e) below, ATX Group shall take all such action as may be required under applicable law so that, effective as of the Qualified Public Offering Date, the board of directors of ATX Group will include the Xxxxxxxxx Designees, and (i) if as of the Qualified Public Offering Date the board of directors of ATX Group shall be structured as a classified board, then at least one of the Xxxxxxxxx Designees shall be a member of the class of directors having a term extending until the 2007 annual meeting of stockholders of ATX Group; and (ii) if as of the Qualified Public Offering Date the board of directors of ATX Group is not a classified board, then at such time as ATX’s board of directors may become classified, at least one of the Xxxxxxxxx Designees shall be included in the class of directors initially elected for the longest period of time. (c) Subject to subsection (e) below, ATX Group shall cause each Xxxxxxxxx Designee to be submitted to the Nominating and Corporate Governance Committee (or any other appropriate committee) of the board of directors of ATX Group for election to the board of directors of ATX Group at each annual meeting of stockholders of ATX Group at which stockholders will vote on nominees for election to the respective classes in which the Xxxxxxxxx Designees are currently serving as a director (or in any action to elect directors by written consent of the stockholders to take such a vote). ATX Group will inform Xxxxxxxxx a reasonable time in advance of any date by which nominees must be submitted in order to be eligible for election to the ATX Group board of directors, and if Xxxxxxxxx fails to provide written notice of the names of the Xxxxxxxxx Designees on or before such date, then the Xxxxxxxxx Designees previously named by Xxxxxxxxx shall be deemed to be the Xxxxxxxxx Designees without further action by Xxxxxxxxx. (d) Subject to subsection (e) below, in the Board’s event that a vacancy is created on the board of directors of ATX Group at any time by the death, disability, retirement, resignation or such committee’s sole discretionremoval (with or without cause) of a Xxxxxxxxx Designee, accept ATX Group and make effective solely the remaining directors will cause the vacancy created thereby to be filled by a new designee of Xxxxxxxxx as soon as possible, who is designated in the manner specified in this Section 6, and ATX Group hereby agrees to take, or cause to be taken, at any time and from time to time, all actions necessary to accomplish the same. (e) Notwithstanding anything to the extent provided contrary set forth herein, nothing contained in accordance with subsection (c) below. For purposes of this AgreementSection 6 shall require ATX Group to take any action, the term “Competitor” shall mean any person either now or entity that is an operating company (it being agreed that “Competitor” shall not include any company the primary business purpose of which is to provide financing directly or indirectly to unaffiliated entities, whether or not engaged in the nitrogen based chemicals or climate control sectors) which engages future, that, in the nitrogen based chemicals opinion of its board of directors, is or climate control business would reasonably by likely to be inconsistent with, conflict with, or violate (i) any applicable law, (ii) the charter or bylaws of ATX Group, or (iii) the rules and regulations of any stock exchange or automated quotation service on which any securities of ATX Group are listed or quoted. (f) Xxxxxxxxx agrees, and shall cause each of his representatives (including the Xxxxxxxxx Designees) to agree, to hold in confidence and trust and not use or disclose any confidential information provided to or learned by it in connection with the exercise of Xxxxxxxxx’x rights under this Section 6, unless otherwise provides similar services required by law or engages in a similar business as the Company and its subsidiariesif such information has become publicly available through no fault of Xxxxxxxxx.

Board Designation Rights. (a) Subject If the Class A Preferred Distribution Amount (as such term is defined in Amendment No. 3) is not paid in full in cash to the other provisions holders of this Section 1, during the period commencing on the date of this Agreement and ending on the Board Designation Termination Date outstanding Preferred Units (as such term is defined in Amendment No. 3) for two consecutive calendar quarters that commence after the Initial Distribution Period (as defined in Amendment No. 3) (such failure, the “Designation Right Triggering Event”), then, until the Designation Right Termination Event (defined below), the Purchaser has Purchasers shall have the option and right right, exercisable, upon written approval of a majority of the then outstanding Preferred Units held, directly or indirectly, by the Purchasers (but not in the obligation) aggregate), by delivering a written notice of such designation to the Crestwood Entities, to designate nominees to be nominated by the Company at each annual (or special) meeting of stockholders of the Company one person to serve as Directors on the Board (each, a the “Purchaser Designated Director”) in accordance with this Section 1. Subject and the Crestwood Entities shall take all actions necessary or advisable to effect the other provisions of this Section 1foregoing; provided, during the period commencing on the date of this Agreement and ending on the Golsen Holders Board Designation Termination Date (as defined below)however, the Golsen Holders have the option and right (but not the obligation) to designate nominees to be nominated by the Company at each annual (or special) meeting of stockholders of the Company to serve as Directors on the Board (each, a “Golsen Holders Designated Director” and, together with the that such Purchaser Designated Directors, the “Designated Directors” and each a “Designated Director”) in accordance with this Section 1. Each Designated Director shall, in the reasonable judgment of the General Partner, (i) have the requisite skill and experience to serve as a director of a public company, (ii) not be prohibited from serving as a Director director pursuant to any rule or regulation of the Securities and Exchange Commission (the “Commission”) or any National Securities Exchange national securities exchange on which the CompanyPartnership’s Common Stock is Units are listed or admitted to trading, and (iiiii) not be an employee, manager employee or director of any Competitor (as defined below). In addition, one Purchaser Designated Director shall in the good faith, reasonable judgment of the Company satisfy the independence requirements of The New York Stock Exchange, Inc. (the “NYSE”) or any other national securities exchange on which the Company’s Common Stock is listed or admitted to trading. As a condition precedent to service on the Board, each Designated Director shall deliver to the Board his or her written resignation from the Board (in the form attached hereto as Annex A) that the Board or its Nominating and Corporate Governance Committee may, in the Board’s or such committee’s sole discretion, accept and make effective solely and to the extent provided in accordance with subsection (c) below. For purposes of this Agreement, the immediately preceding sentence the term “Competitor” shall mean any person or entity that (a) is an operating company (it being agreed that “Competitor” shall and not include any company the primary business purpose of which is to provide financing directly or indirectly to unaffiliated entities, whether or not engaged in the nitrogen based chemicals or climate control sectorsa financial institution) which and (b) engages in the nitrogen based chemicals or climate control midstream energy business or otherwise provides similar services or engages in a similar business as the Company Partnership. The Purchasers agree upon the Partnership’s request to timely provide the Partnership with accurate and its subsidiariescomplete information relating to the Purchaser Designated Director as may be required to be disclosed by the Partnership under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder. Prior to a Designation Right Termination Event (as defined below), the Purchaser Designated Director may be removed or replaced by the Purchasers at any time and by Crestwood Midstream Holdings LP, the sole member of the General Partner, for “cause” (as defined below), but not by any other Party; and any vacancy occurring by reason of the death, disability, resignation, removal or other cessation of a person serving as Purchaser Designated Director, shall be filled solely by the Purchasers. As used herein, “cause” means that the Purchaser Designated Director (i) is prohibited from serving as a director under any rule or regulation of the Commission or any national securities exchange on which the Partnership’s Common Units are listed; (ii) while serving as the Purchaser Designated Director is convicted by a court of competent jurisdiction of a felony; (iii) a court of competent jurisdiction has entered, a final, non-appealable judgment finding the Purchaser Designated Director liable for actual fraud or willful misconduct against the Partnership (including, but not limited to, intentionally or wilfully failing to observe the obligation of confidentiality contained in Section 1(b) of this Agreement); (iv) is determined to have acted intentionally or in bad faith in a manner that results in a material detriment to the assets, business or prospects of the Partnership or (v) is terminated, removed or resigns for any reason from his or her position, if any, with any such Purchaser at which the Purchaser Designated Director is then employed. Any action by the Purchasers to designate, remove or replace a Purchaser Designated Director shall be evidenced in writing furnished to the Crestwood Entities, shall include a statement that the action has been approved by the Purchasers and shall be executed by or on behalf of the Purchasers. While serving as a Purchaser Designated Director, a Purchaser Designated Director (i) shall be entitled to vote on any matter on which independent members of the Board are entitled to vote on (unless prohibited by the rules and regulations of the Securities and Exchange Commission or the New York Stock Exchange), provided, however, in connection with any matter that could adversely affect the rights, powers, privileges, preferences, duties or obligations of the Preferred Units, the Purchaser Designated Director shall consult with all Purchasers that hold, directly or indirectly, then outstanding Preferred Units, prior to such Purchaser Designated Director approving such matter in his or her capacity as a Board member; and (ii) shall be entitled to compensation commensurate with that of an independent member of the Board and reimbursed for reasonable expenses.

Board Designation Rights. (a) Subject Following the Closing Date and subject to the other provisions of this Section 1, during the period commencing on the date of this Agreement and ending on the Board Designation Termination Date (as defined below), the Purchaser has the option and right (but not the obligation) to designate nominees to be nominated by the Company at each annual (or special) meeting of stockholders applicable requirements of the Company to serve as Directors on the Board (each, a “Purchaser Designated Director”) in accordance with this Section 1. Subject to the other provisions of this Section 1, during the period commencing on the date of this Agreement and ending on the Golsen Holders Board Designation Termination Date (as defined below), the Golsen Holders have the option and right (but not the obligation) to designate nominees to be nominated by the Company at each annual (or special) meeting of stockholders of the Company to serve as Directors on the Board (each, a “Golsen Holders Designated Director” and, together with the Purchaser Designated Directors, the “Designated Directors” and each a “Designated Director”) in accordance with this Section 1. Each Designated Director shall, (i) not be prohibited from serving as a Director pursuant to any rule or regulation of the Commission or any National Securities Exchange on which the Company’s Common Stock is listed or admitted to trading, and (ii) not be an employee, manager or director of any Competitor (as defined below). In addition, one Purchaser Designated Director shall in the good faith, reasonable judgment of the Company satisfy the independence requirements of The New York Stock Exchange, Inc. (the “NYSE”) or any other national securities exchange on which the Company’s Common Stock Equity Securities are listed for trading, and the satisfaction of all applicable legal requirements regarding service as a Director and the qualification requirements as specified in Section 2.4(c), each of the Parties shall take all Necessary Action to include in the slate of nominees recommended by the Board for election as Directors at each applicable annual or special meeting of stockholders at which Directors are to be elected, two (2) nominees designated by Advance (any such designee, an “Advance Designee”). (b) Following the Closing Date and subject to the applicable requirements of the national securities exchange on which the Company’s Equity Securities are listed for trading, and the satisfaction of all applicable legal requirements regarding service as a Director and the qualification requirements as specified in Section 2.4(c), Advance shall have the exclusive right to (i) replace its Advance Designees and (ii) designate Directors for election to the Board to fill vacancies created by reason of death, removal, or resignation of its Advance Designees. Each of the Parties shall take all Necessary Action to cause any such replacement and/or vacancy to be filled by replacement Directors designated by Advance (any such designee, a “Replacement Designee” and, together with the Advance Designees, the “Director Designees”) as promptly as practicable after such designation. Notwithstanding anything to the contrary contained in this Section 2.4(b), Advance shall not have the right to designate a Replacement Designee, and the Company shall not be required to take any action to cause any vacancy to be filled by any such Replacement Designee, to the extent that election or appointment of such Replacement Designee to the Board would result in a number of Director Designees nominated by Advance in excess of the number of Advance Designees that Advance is listed or admitted then entitled to trading. As a condition precedent to service nominate for membership on the Board, each Designated . (c) If the nominating and corporate governance committee of the Company (or a similar committee serving the nominating function) determines in good faith that a Director shall deliver Designee (i) is not qualified to serve on the Board his or her written resignation from the Board (in the form attached hereto as Annex A) that the Board or its Nominating and Corporate Governance Committee may, in the Board’s or consistent with such committee’s sole discretionduly adopted policies and procedures applicable to all directors or (ii) does not satisfy the applicable requirements of the national securities exchange on which the Company’s Equity Securities are listed for trading, accept and make effective solely and regarding service as a Director, Advance shall have the right to designate a different Director Designee. (d) Following the extent provided in accordance with subsection (c) below. For purposes termination of this Agreement, each Director Designee shall immediately offer to tender his or her resignation for consideration by the term “Competitor” Board and, if such resignation is requested by the Board, such Director Designee shall mean resign immediately upon receipt of such request in writing. In the event that the Board requests such resignation, each of the Parties shall immediately take all Necessary Action to ensure the resignation and, if resignation is not forthcoming promptly, removal, of such Director Designee. Notwithstanding anything to the contrary herein, a Director Designee may resign at any person time regardless of the period of time left in his or entity that is an operating company (it being agreed that “Competitor” shall not include any company the primary business purpose of which is to provide financing directly or indirectly to unaffiliated entities, whether or not engaged in the nitrogen based chemicals or climate control sectors) which engages in the nitrogen based chemicals or climate control business or otherwise provides similar services or engages in a similar business as the Company and its subsidiariesher then-current term.

Board Designation Rights. Earthstone and the Stockholders, severally and not jointly, agree as follows: (a) Subject to the other provisions of this Section 13, during the period commencing on the date of this Agreement and ending on the Board Designation Termination Date (as defined below)hereof, the Purchaser has the option and right (but not the obligation) to designate nominees to be nominated by the Company at each annual (or special) meeting of stockholders of the Company to serve as Directors on the Board (each, a “Purchaser Designated Director”) in accordance with this Section 1. Subject to the other provisions of this Section 1, during the period commencing on the date of this Agreement and ending on the Golsen Holders Board Designation Termination Date (as defined below), the Golsen Holders Post Oak shall have the option and right (but not the obligation) to designate nominees one (1) nominee to be nominated by the Company Earthstone at each applicable annual (or special) meeting of stockholders of Earthstone (adjusted as appropriate to take into account the Company classified Board structure) to serve as Directors a director on the Board (each, a “Golsen Holders Designated Director” and, together with the Purchaser Designated Directors, the “Designated Directors” and each a “Designated Director”) in accordance with this Section 13. Each The Designated Director shall, shall in the reasonable determination of the Board or the nominating and corporate governance committee of the Board (“Nominating Committee”) (i) be suitable to serve on the Board in accordance with the customary standards of suitability for directors of NYSE-listed companies and (ii) not be prohibited from serving as a Director director pursuant to any rule or regulation of the U.S. Securities and Exchange Commission or any National Securities Exchange national securities exchange on which the Company’s Class A Common Stock is listed or admitted to trading. (b) Earthstone, EnCap, the Warburg Parties and the Board shall take all actions necessary or advisable to effect the provisions of Section 3(a), including, effective as of the Closing, validly appointing the director designated by Post Oak in writing to the Board as a director no later than the Closing (the “Initial Director”). The Initial Director shall serve an initial term that will expire no earlier than the annual meeting of the stockholders of Earthstone (the “Public Stockholders”) to be held in 2023. (c) Post Oak agrees (i) upon Earthstone’s request, to, and to cause the Designated Director designated by them to, timely provide Earthstone with accurate and complete information relating to such Designated Director as may be required to be disclosed by Earthstone under the Exchange Act and (ii) not to cause the Designated Director designated by them to comply with the Section 16 filing obligations under the Exchange Act. At each applicable election of directors, the Board shall nominate the Designated Director, which designee must meet the standards set forth in Section 3(a) above, as part of the slate of directors nominated by the Board for election by the Public Stockholders and shall recommend that the Public Stockholders vote for such Designated Director. Additionally, in the event of the resignation, death, or removal (for cause or otherwise) of the Designated Director, Post Oak shall have the right for the ensuing sixty (60) days, subject to the other provisions of this Section 3, to designate in writing furnished to the Board or to the Nominating Committee, if applicable, the person to be an employeeappointed by the Board as the Designated Director to fill the resulting vacancy (subject to such designee meeting the standards set forth in Section 3(a) above). (d) At all times while a Designated Director is serving as a member of the Board, manager and following any such Designated Director’s death, resignation, removal or director of any Competitor (other cessation as defined below). In additiona Director in such former Designated Director’s capacity as a former director, one Purchaser such Designated Director shall be entitled to all rights to indemnification and exculpation, in the good faitheach case, reasonable judgment as are then made available to any other member of the Company satisfy the independence requirements of The New York Stock Exchange, Inc. (the “NYSE”) Board or any other national securities exchange on which former director, as the case may be. The Company shall enter into an indemnification agreement with the Designated Director having terms that are no less favorable to the Designated Director than those contained in the Company’s Common Stock indemnification agreements with the other members of the Board. While serving as a Designated Director, such Designated Director shall be entitled to reimbursement for reasonable expenses consistent with Earthstone’s policies applicable to other similarly situated directors. Earthstone shall purchase and maintain insurance (“D&O Insurance”), on behalf of the Designated Director, against any liability that may be asserted against, or expense that may be incurred by, such Designated Director in connection with the activities of Earthstone and its subsidiaries or such Designated Director’s activities on behalf of Earthstone and its subsidiaries, regardless of whether Earthstone or any of its subsidiaries would have the power to indemnify such Designated Director against such liability under the provisions of the organizational documents of Earthstone (as they may be amended from time to time). Such D&O Insurance shall provide coverage commensurate with that provided to independent directors of the Board and the Designated Director shall be entitled to all rights to insurance as are then made available to any other member (or former member, as applicable) of the Board by Earthstone and its subsidiaries. (e) The option and right of Post Oak to appoint a Designated Director under this Section 3 may not be transferred or assigned, in whole or in part, by Post Oak without the prior written consent of Earthstone and the execution by such transferee of a joinder agreement in the form of Exhibit A hereto (a “Joinder”), provided that such option and right may be transferred or assigned, without the consent of Earthstone, to an Affiliate of Post Oak so long as such transferee executes a Joinder. (f) Post Oak shall take all necessary action to cause the Designated Director to resign promptly from the Board if such Designated Director, as determined by the Board in good faith after consultation with outside legal counsel, (i) is listed prohibited or admitted disqualified from serving as a director of Earthstone under any rule or regulation of the SEC, NYSE, or by applicable law, (ii) has engaged in acts or omissions constituting a breach of the Designated Director’s fiduciary duties to tradingEarthstone and the Public Stockholders, (iii) has engaged in acts or omissions that involve intentional misconduct or an intentional violation of law or (iv) has engaged in any transaction involving the Company from which the Designated Director derived an improper personal benefit that was not disclosed to the Board prior to the authorization of such transaction; provided, however, that Post Oak shall have the right to replace such resigning Designated Director with a new Designated Director, such newly named Designated Director to be appointed promptly to the Board in place of the resigning Designated Director in the manner set forth in the Company’s governing documents for filling vacancies on the Board. As Nothing in this Section 3(f) or elsewhere in this Agreement shall confer any third-party beneficiary or other rights upon any person designated hereunder as a condition precedent to Designated Director, whether during or after such person’s service on the Board, each . (g) The Board shall not designate an executive committee or any other committee which has been delegated authority substantially similar to the authority of the Board unless the then serving Designated Director shall deliver to the Board his or her written resignation from the Board (in the form attached hereto is also appointed as Annex A) that the Board or its Nominating and Corporate Governance Committee may, in the Board’s or a member of such committee’s sole discretion, accept and make effective solely and to the extent provided in accordance with subsection (c) below. For purposes of this Agreement, the term “Competitor” shall mean any person or entity that is an operating company (it being agreed that “Competitor” shall not include any company the primary business purpose of which is to provide financing directly or indirectly to unaffiliated entities, whether or not engaged in the nitrogen based chemicals or climate control sectors) which engages in the nitrogen based chemicals or climate control business or otherwise provides similar services or engages in a similar business as the Company and its subsidiaries.

Board Designation Rights. The Stockholders, severally and not jointly, agree as follows: (a) Subject to the other provisions of this Section 13, during the period commencing on the date of this Agreement and ending on the Board Designation Termination Date (as defined below)hereof, the Purchaser has the option and right (but not the obligation) to designate nominees to be nominated by the Company at each annual (or special) meeting of stockholders of the Company to serve as Directors on the Board (each, a “Purchaser Designated Director”) in accordance with this Section 1. Subject to the other provisions of this Section 1, during the period commencing on the date of this Agreement and ending on the Golsen Holders Board Designation Termination Date (as defined below), the Golsen Holders Warburg Parties shall have the option and right (but not the obligation) to designate nominees one (1) nominee to be nominated by the Company at each applicable annual (or special) meeting of stockholders of the Company (adjusted as appropriate to take into account the classified Board structure) to serve as Directors a director on the Board (each, a “Golsen Holders Designated Director” and, together with the Purchaser Designated Directors, the “Designated Directors” and each a “Designated Director”) in accordance with this Section 13. Each The Designated Director shall, shall in the reasonable determination of the Board or any nominating and governance committee of the Board established from time to time (“Nominating and Governance Committee”) (i) be suitable to serve on the Board in accordance with the customary standards of suitability for directors of NYSE-listed companies and (ii) not be prohibited from serving as a Director director pursuant to any rule or regulation of the U.S. Securities and Exchange Commission or any National Securities Exchange national securities exchange on which the Company’s Class A Common Stock is listed or admitted to trading. (b) Earthstone, EnCap and the Board shall take all actions necessary or advisable to effect the provisions of Section 3(a), including, effective as of the Closing, validly appointing the director designated by the Warburg Parties in writing to the Board no later than the Closing (the “Initial Director”). The Initial Director shall serve an initial term that will expire no earlier than the annual meeting of the stockholders of the Company (the “Public Stockholders”) to be held in 2023. (c) The Warburg Parties agree (i) upon Earthstone’s request, to, and to cause the Designated Director designated by them to, timely provide Earthstone with accurate and complete information relating to such Designated Director as may be required to be disclosed by Earthstone under the Exchange Act and (ii) not to cause the Designated Director designated by them to comply with the Section 16 filing obligations under the Exchange Act. At each applicable election of Directors, the Board shall nominate the Designated Director, which designee must meet the standards set forth in Section 3(a) above, as part of the slate of directors nominated by the Board for election by the Public Stockholders and shall recommend that the Public Stockholders vote for such Designated Director. Additionally, in the event of the resignation, death, or removal (for cause or otherwise) of the Designated Director, the Warburg Parties shall have the right for the ensuing sixty (60) days, subject to the other provisions of this Section 3, to designate in writing furnished to the Board or to the Nominating and Governance Committee, if applicable, the person to be an employeeappointed by the Board as the Designated Director to fill the resulting vacancy (subject to such designee meeting the standards set forth in Section 3(a) above). (d) At all times while a Designated Director is serving as a member of the Board, manager and following any such Designated Director’s death, resignation, removal or director of any Competitor (other cessation as defined below). In additiona Director in such former Designated Director’s capacity as a former Director, one Purchaser such Designated Director shall be entitled to all rights to indemnification and exculpation, in each case, as are then made available to any other member of the Board or any former Director, as the case may be. While serving as a Designated Director, such Designated Director shall be entitled to reimbursement for reasonable expenses consistent with Earthstone’s policies applicable to other similarly situated Directors. Earthstone shall purchase and maintain (or reimburse the Designated Director for the cost of) insurance (“D&O Insurance”), on behalf of the Designated Director, against any liability that may be asserted against, or expense that may be incurred by, such Designated Director in connection with the activities of Earthstone and its subsidiaries or such Designated Director’s activities on behalf of Earthstone and its subsidiaries, regardless of whether Earthstone or any of its subsidiaries would have the power to indemnify such Designated Director against such liability under the provisions of the organizational documents of Earthstone (as they may be amended from time to time). Such D&O Insurance shall provide coverage commensurate with that provided to independent directors of the Board and the Designated Director shall be entitled to all rights to insurance as are then made available to any other member (or former member, as applicable) of the Board by Earthstone and its subsidiaries. (e) The option and right of the Warburg Parties to appoint a Designated Director under this Section 3 may not be transferred or assigned, in whole or in part, by the Warburg Parties without the prior written consent of Earthstone and the execution by such transferee of a joinder agreement in the form of Annex B hereto (a “Joinder”), provided that such option and right may be transferred or assigned, without the consent of Earthstone, to an Affiliate of any of the Warburg Parties so long as such transferee executes a Joinder. (f) The Warburg Holders shall take all necessary action to cause the Designated Director to resign promptly from the Board if such Designated Director, as determined by the Board in good faithfaith after consultation with outside legal counsel, reasonable judgment (i) is prohibited or disqualified from serving as a director of the Company satisfy under any rule or regulation of the independence requirements SEC, NYSE, or by applicable law, (ii) has engaged in acts or omissions constituting a breach of The New York Stock Exchangethe Designated Director’s fiduciary duties to the Company and the Public Stockholders, Inc. (iii) has engaged in acts or omissions that involve intentional misconduct or an intentional violation of law or (iv) has engaged in any transaction involving the “NYSE”) or any other national securities exchange on Company from which the Designated Director derived an improper personal benefit that was not disclosed to the Board prior to the authorization of such transaction; provided, however, that the Warburg Parties shall have the right to replace such resigning Designated Director with a new Designated Director, such newly named Designated Director to be appointed promptly to the Board in place of the resigning Designated Director in the manner set forth in the Company’s Common Stock is listed governing documents for filling vacancies on the Board. Nothing in this Section 3(f) or admitted to trading. As elsewhere in this Agreement shall confer any third-party beneficiary or other rights upon any person designated hereunder as a condition precedent to Designated Director, whether during or after such person’s service on the Board, each . (g) The Board shall not designate an executive committee or any other committee which has been delegated authority substantially similar to the authority of the Board unless the then serving Designated Director shall deliver to the Board his or her written resignation from the Board (in the form attached hereto is also appointed as Annex A) that the Board or its Nominating and Corporate Governance Committee may, in the Board’s or a member of such committee’s sole discretion, accept and make effective solely and to the extent provided in accordance with subsection (c) below. For purposes of this Agreement, the term “Competitor” shall mean any person or entity that is an operating company (it being agreed that “Competitor” shall not include any company the primary business purpose of which is to provide financing directly or indirectly to unaffiliated entities, whether or not engaged in the nitrogen based chemicals or climate control sectors) which engages in the nitrogen based chemicals or climate control business or otherwise provides similar services or engages in a similar business as the Company and its subsidiaries.

Board Designation Rights. (a) Subject Effective as of the Closing Date, the Corporation agrees to increase the size of the Board in order to appoint one director designated by Ares to the other Board (the “Series B Director”) for a term expiring at the 2021 annual meeting of the Corporation’s stockholders. From and after the Closing Date, and for so long as Ares and its Affiliates holds at least 50% of the Series B Preferred Stock issued to Ares on the Closing Date, the Series B Preferred Stock shall have the right to designate and appoint one Series B Director. Ares shall have the exclusive right to designate and appoint or replace, either in writing without a meeting or by vote at any meeting called for such purpose, the Series B Director. Upon Ares and its Affiliates no longer holding at least 50% of the Series B Preferred Stock issued to Ares on the Closing Date, the term of the Series B Director will end and the Series B Director immediately shall cease to be a director. The Corporation shall take all reasonable actions within its control to give effect to the provisions of this Section 112(a). (b) Effective as of September 13, during 2019, the period commencing on Corporation agrees to increase the date size of this Agreement and ending on the Board Designation Termination Date (as defined below), the Purchaser has the option and right (but not the obligation) in order to designate nominees appoint one additional director designated by Ares to be nominated by the Company at each annual (or special) meeting of stockholders of the Company to serve as Directors on the Board (each, a the “Purchaser Designated Second Series B Director”) for a term expiring at the 2021 annual meeting of the Corporation’s stockholders. From and after September 13, 2019, and for so long as Ares and its Affiliates holds at least 50% of the Additional Series B Preferred Stock issued to Ares on the Amendment Date, the Series B Preferred Stock shall have the right to designate and appoint one additional Series B Director. Ares shall have the exclusive right to designate and appoint or replace, either in accordance with this Section 1writing without a meeting or by vote at any meeting called for such purpose, the Second Series B Director. Subject Upon Ares and its Affiliates no longer holding at least 50% of the Additional Series B Preferred Stock issued to Ares on the Amendment Date, the term of the Second Series B Director will end and the Second Series B Director immediately shall cease to be a director. The Corporation shall take all reasonable actions within its control to give effect to the other provisions of this Section 112(b). (c) The Corporation agrees to promptly appoint one of the Series B Director or the Second Series B Director, during the period commencing on the date of this Agreement and ending on the Golsen Holders Board Designation Termination Date as determined by such directors (as defined belowapplicable, the “Committee Designee”), to serve on each committee of the Golsen Holders have Board, subject in each case to meeting the option applicable requirements for service on such committee as set forth in the listing rules of NASDAQ, the rules and right regulations of the Securities and Exchange Commission, the Corporation’s corporate governance guidelines applicable to all of the members of such committee and such committee’s charter; provided that such Committee Designee may be required to recuse himself or herself from a (but not the obligation) to designate nominees to be nominated by the Company at each annual (or speciala) meeting of stockholders a committee of the Company to serve as Directors on the Board or (each, a “Golsen Holders Designated Director” and, together with the Purchaser Designated Directors, the “Designated Directors” and each a “Designated Director”b) in accordance with this Section 1. Each Designated Director shall, (i) not be prohibited from serving as a Director pursuant to any rule or regulation committee of the Commission or any National Securities Exchange on which the Company’s Common Stock is listed or admitted to trading, and (ii) not be an employee, manager or director of any Competitor (as defined below). In addition, one Purchaser Designated Director shall in the good faith, reasonable judgment of the Company satisfy the independence requirements of The New York Stock Exchange, Inc. (the “NYSE”) or any other national securities exchange on which the Company’s Common Stock is listed or admitted to trading. As a condition precedent to service on the Board, in each Designated Director shall deliver to the Board his or her written resignation from the Board (case, in the form attached hereto as Annex A) event that the Board determines in good faith and upon written advice of outside counsel that the presence of such Committee Designee at such meeting or its Nominating and Corporate Governance Committee may, in the Board’s or on such committee’s sole discretion, accept and make effective solely and as applicable, would create an actual conflict of interest; provided, however, that, with respect to the extent provided in accordance foregoing clause (b), such Committee Designee shall only be required to recuse himself of herself from such committee (x) with subsection respect to the matter(s) that gave rise to such actual conflict and (cy) belowfor so long as such conflict actually exists. For purposes The Corporation shall take all reasonable actions within its control to give effect to the provisions of this Agreement, the term “Competitor” shall mean any person or entity that is an operating company (it being agreed that “Competitor” shall not include any company the primary business purpose of which is to provide financing directly or indirectly to unaffiliated entities, whether or not engaged in the nitrogen based chemicals or climate control sectors) which engages in the nitrogen based chemicals or climate control business or otherwise provides similar services or engages in a similar business as the Company and its subsidiariesSection 12(c).

Board Designation Rights. (a) Subject So long as Star owns equity interests in Enservco that comprise in the aggregate, equal to or more than 5% of the issued and outstanding common stock interests in Enservco (“Minimum Ownership Interest”), Star shall have the right to designate one person to serve on the board of directors of Enservco (the “Board” and such person and any other person designated to serve on the Board pursuant to this Agreement, a “Star Director”) and Enservco shall take all actions necessary or advisable to effect the foregoing which include recommendation to Enservco’s shareholders that they vote for such Star Director If Xxxx’s ownership interest in Enservco is at any time less than the Minimum Ownership Interest of the issued and outstanding equity interests in Enservco, then the Star Director shall not be required to be recommended by the Board for nomination to the other provisions of this Section 1Board at the next shareholder meeting; provided, during the period commencing on however, that at any time after the date of any such termination, if Star’s ownership interest in Enservco increases to the Minimum Ownership Interest [or such other %] or greater, then the director designation right set forth in this Agreement clause shall be reinstated in all respects. Notwithstanding, if Star’s aggregate ownership of the issued and ending outstanding equity interests in Enservco is reduced below the Minimum Ownership Interest as a result of an equity line of credit (“ELOC”) dilution, the Minimum Ownership Interest shall be determined by adding back any percentage reduction occurring due to the ELOC. The initial Star Director designated to serve on the Board Designation Termination Date pursuant to this clause (as defined below)a) is Xxxxxxx X. Xxxxxxx, Xx. (b) Enservco shall not take any action that directly or indirectly adversely affects the Purchaser has rights of Star to (i) designate the option and right (but not the obligation) Star Director to designate nominees to be nominated by the Company at each annual (or special) meeting of stockholders of the Company to serve as Directors on the Board (each, a “Purchaser Designated Director”pursuant to Section 1(a) in accordance with this Section 1. Subject to the other provisions of this Section 1, during the period commencing on the date of this Agreement and ending on the Golsen Holders Board Designation Termination Date (as defined below), the Golsen Holders have the option and right (but not the obligation) to designate nominees to be nominated by the Company at each annual (or special) meeting of stockholders of the Company to serve as Directors on the Board (each, a “Golsen Holders Designated Director” and, together with the Purchaser Designated Directors, the “Designated Directors” and each a “Designated Director”) in accordance with this Section 1. Each Designated Director shall, (i) not be prohibited from serving as a Director pursuant to any rule or regulation of the Commission or any National Securities Exchange on which the Company’s Common Stock is listed or admitted to trading, and (ii) not be an employee, manager or director of any Competitor (as defined below). In addition, one Purchaser Designated Director shall in the good faith, reasonable judgment of the Company satisfy the independence requirements of The New York Stock Exchange, Inc. (the “NYSE”seek indemnification pursuant to Section 3(a) or any other national securities exchange on which the Company’s Common Stock is listed or admitted to trading. As a condition precedent to service on the Board, each Designated Director shall deliver to the Board his or her written resignation from the Board (in the form attached hereto as Annex A) that the Board or its Nominating and Corporate Governance Committee may, in the Board’s or such committee’s sole discretion, accept and make effective solely and to the extent provided in accordance with subsection (c) below. For purposes of this Agreement, the term “Competitor” shall mean any person or entity that is an operating company (it being agreed that “Competitor” shall not include any company the primary business purpose of which is to provide financing directly or indirectly to unaffiliated entities, whether or not engaged in the nitrogen based chemicals or climate control sectors) which engages in the nitrogen based chemicals or climate control business or otherwise provides similar services or engages in a similar business as the Company and its subsidiaries.

Board Designation Rights. Following the Effective Date, Holder shall have the right to designate one individual (such individual, the “AG Director”) to be appointed as a director to the Board by delivery of written notice to the Company (the “Board Designation Notice”). Upon delivery of the Board Designation Notice, the following rights and obligations shall apply: (a) Subject to the other provisions Within 10 calendar days after delivery of this Section 1, during the period commencing on the date of this Agreement and ending on the Board Designation Termination Date (as defined below)Notice, the Purchaser has Company shall take all corporate and other action necessary to increase the option size of the Board to 5 members. (b) Within 10 calendar days after delivery of the Board Designation Notice, the Company shall take all corporate and right (but not other action reasonably necessary to cause the obligation) to designate nominees AG Director to be nominated by appointed as a director to the Board and to fill one vacancy on the Board. The AG Director shall be designated as a member of the class of directors up for election at the next annual meeting of Company stockholders. The AG Director shall not be required to qualify as Independent. (c) The Company shall nominate the AG Director (or any replacement thereof as provided for in this Agreement) for re-election to the Board at each annual (or special) subsequent meeting of the stockholders of the Company held to serve as Directors consider a vote on the election of the class of directors of which the AG Director is a member, and shall not take any action to interfere with the election or re-election of the AG Director. If at any time a vacancy occurs on the Board (each, a “Purchaser Designated Director”) in accordance with this Section 1. Subject respect to the other provisions directorship of this Section 1the AG Director (by reason of such director’s death, during the period commencing on the date of this Agreement and ending on the Golsen Holders Board Designation Termination Date (as defined belowdisability, resignation, removal or otherwise), the Golsen Holders Company shall cause a replacement AG Director designated by Holder to be appointed to fill such vacancy. The AG Director may resign from the Board at any time, and, subject to applicable law and the Governing Documents, Holder shall have the option and right at any time to remove (but not with or without cause) the obligationAG Director. (d) The Company shall undertake efforts to designate nominees to be nominated by solicit from the Company at each annual (or special) meeting of stockholders of the Company eligible to serve as Directors on vote for the Board election of directors proxies in favor of the AG Director to the same extent it does for all other Company directors. (each, a “Golsen Holders Designated Director” and, together e) The Company shall take or cause to be taken all lawful action reasonably necessary to ensure at all times that the Governing Documents are not at any time inconsistent with the Purchaser Designated Directors, provisions of this Agreement. (f) So long as Holder has the “Designated Directors” and each a “Designated Director”) in accordance with this Section 1. Each Designated right to designate the AG Director shall, (i) not be prohibited from serving as a Director pursuant to any rule or regulation of the Commission or any National Securities Exchange on which the Company’s Common Stock is listed or admitted to tradinghereunder, and (ii) not be an employee, manager or director of any Competitor (as defined below). In addition, one Purchaser Designated the AG Director shall in the good faith, reasonable judgment of the Company satisfy the independence requirements of The New York Stock Exchange, Inc. (the “NYSE”) or any other national securities exchange on which the Company’s Common Stock is listed or admitted to trading. As a condition precedent to service then-serving on the Board, each Designated unless Holder otherwise agrees, the AG Director shall deliver have the right to be appointed to each committee of the Board, except as otherwise required by applicable law or Stock Exchange Rules and except for the Company’s Audit Committee or any committee evaluating a related party transaction with respect to which Holder or any of its Affiliates have a conflict of interest with other Company shareholders. (g) Within 10 calendar days after delivery of the Board his Designation Notice, the Company shall enter into and shall at all times maintain in effect an indemnification agreement with the AG Director in form and substance reasonably acceptable to Holder. (h) In the event any law, rule or her written resignation from regulation comes into force or effect (including by amendment) which conflicts with the Board (in the form attached hereto as Annex A) that the Board or its Nominating terms and Corporate Governance Committee may, in the Board’s or such committee’s sole discretion, accept and make effective solely and to the extent provided in accordance with subsection (c) below. For purposes conditions of this Agreement, the term “Competitor” parties shall mean negotiate in good faith to revise the Agreement to achieve the parties’ intention set forth herein. (i) The Company shall reimburse the AG Director for all reasonable out-of-pocket costs and expenses (including travel expenses) incurred in connection with the AG Director’s attendance and participation at meetings of the Board or any person committee or entity that subcommittee thereof. (j) For so long as the AG Director is an operating company serving on the Board, (i) any share ownership requirement for the AG Director serving on the Board will be deemed satisfied by the securities owned by Holder and its Affiliates and (ii) under no circumstances shall any policy, procedure, code, rule, standard or guideline applicable to the Board and adopted by the Company restrict the number of boards of directors of other companies on which the AG Director may serve, and, in the case of each of (i) and (ii), it being is agreed that “Competitor” any such policies in effect from time to time that purport to impose terms inconsistent with this Section 2.01(j) shall not include any company apply to the primary business purpose of which is to provide financing directly or indirectly to unaffiliated entities, whether or not engaged in the nitrogen based chemicals or climate control sectors) which engages in the nitrogen based chemicals or climate control business or otherwise provides similar services or engages in a similar business as the Company and its subsidiariesextent inconsistent with this Section 2.01(j).

Board Designation Rights. (a) Subject to the other provisions of this Section 1, during During the period commencing (the “Designation Period”) beginning on the Initial Closing Date and ending on the date (the “Designation Rights Termination Date”) that the Purchaser Group Members no longer own, in the aggregate, either (i) at least 50% of the Preferred Units Outstanding on the last Closing Date or (ii) at least 5% of the Partnership’s Common Units Outstanding as of the date of determination (treating all Outstanding Preferred Units as having been converted at the Conversion Rate (as defined in Amendment No. 5) in effect as of the date of determination and all Warrants as having been exercised as of the date of determination), subject, in the case of clause (i), to adjustment for unit split, reverse split and similar transactions applicable to the Preferred Units, Highstar shall, in accordance with the terms of this Agreement and ending on the Voting Agreement, be entitled and have the right (the “Board Designation Termination Date (as defined below), the Purchaser has the option and right (but not the obligationRight”) to designate nominees one natural person for election to be nominated by the Company at each annual (or special) meeting of stockholders of the Company to serve as Directors on the Board (eachany such Director designated by Highstar, a “Purchaser Highstar Designated Director”) in accordance with this Section 1. Subject to the other provisions of this Section 1); provided, during the period commencing on the date of this Agreement and ending on the Golsen Holders Board Designation Termination Date (as defined below)however, the Golsen Holders have the option and right (but not the obligation) to designate nominees to be nominated by the Company at each annual (or special) meeting of stockholders of the Company to serve as Directors on the Board (each, a “Golsen Holders Designated Director” and, together with the Purchaser Designated Directors, the “Designated Directors” and each a “Designated Director”) in accordance with this Section 1. Each that such Highstar Designated Director shall, in the reasonable judgment of the General Partner, (i) have the requisite skill and experience to serve as a director of a public company, (ii) not be prohibited from serving as a Director director pursuant to any rule or regulation of the Securities and Exchange Commission (the “Commission”) or any national securities exchange on which the Partnership’s Common Units are then-listed or admitted to trading, and (iii) not be an employee or director of any Competitor (as defined in Amendment No. 5). If the General Partner determines in its reasonable judgment that a Highstar Designated Director does not meet one or more of the qualifications set forth in the immediately preceding sentence, the General Partner shall promptly deliver to Highstar a written statement (a “Qualification Statement”) describing the circumstances pursuant to which such Highstar Designated Director did not meet such qualifications. (b) The Board Designation Right shall be exercisable at any time during the Designation Period, upon Purchaser Approval, by delivery to the General Partner of a written notice of such designation signed by Highstar (the “Designation Notice”). If a Qualification Statement in respect of a Highstar Designated Director is not delivered to Highstar by the General Partner within five (5) Business Days after the date of the applicable Designation Notice, then the General Partner shall promptly thereafter deliver a copy of the Designation Notice to each Voting Member, together with either a written notice of a meeting of the Members (as defined in the GP LLC Agreement), which meeting shall be called, in whole or in part, to vote on the election of the Highstar Designated Director, or a written consent of the Members in respect of the election of the Highstar Designated Director. (c) During the Designation Period, the Highstar Designated Director may be removed or replaced by Highstar at any time, in accordance with the terms of the Voting Agreement, and by a majority of the remaining Directors for “cause” (as defined below); and any vacancy occurring by reason of the death, disability, resignation, removal or other cessation of a person serving as a Highstar Designated Director, shall be filled by Highstar in accordance Section 1.3 of the Voting Agreement. As used herein, “cause” means that the Highstar Designated Director (i) is prohibited from serving as a director under any rule or regulation of the Commission or any National Securities Exchange on which the Company’s Common Stock is listed or admitted to trading, and (ii) not be an employee, manager or director of any Competitor (as defined below). In addition, one Purchaser Designated Director shall in the good faith, reasonable judgment of the Company satisfy the independence requirements of The New York Stock Exchange, Inc. (the “NYSE”) or any other national securities exchange on which the CompanyPartnership’s Common Stock Units are then-listed; (ii) while serving as the Highstar Designated Director, is listed convicted by a court of competent jurisdiction of a felony; (iii) a court of competent jurisdiction has entered, a final, non-appealable judgment finding the Highstar Designated Director liable for actual fraud or admitted willful misconduct against the Partnership (including, but not limited to, intentionally or willfully failing to trading. As observe the obligation of confidentiality contained in Section 5(a) of this Agreement); (iv) is determined to have acted intentionally or in bad faith in a condition precedent manner that results in a material detriment to service the assets, business or prospects of the Partnership (provided, however, that no exercise of rights by a Purchaser Group Member pursuant to the Partnership Agreement or voting as a Highstar Designated Director solely in the interest of the Purchaser, or any effect on the BoardPartnership as a result of the foregoing, each Designated Director shall deliver be deemed to result in a material detriment to the Board assets, business or property of the Partnership) or (v) is terminated, removed or resigns for any reason from his or her written resignation from position, if any, with any such Purchaser Group Member at which the Board (in the form attached hereto as Annex A) that the Board or its Nominating and Corporate Governance Committee may, in the Board’s or such committee’s sole discretion, accept and make effective solely and to the extent provided in accordance with subsection (c) below. For purposes of this Agreement, the term “Competitor” shall mean any person or entity that Highstar Designated Director is an operating company (it being agreed that “Competitor” shall not include any company the primary business purpose of which is to provide financing directly or indirectly to unaffiliated entities, whether or not engaged in the nitrogen based chemicals or climate control sectors) which engages in the nitrogen based chemicals or climate control business or otherwise provides similar services or engages in a similar business as the Company and its subsidiariesthen employed.

Board Designation Rights. (a) Subject Notwithstanding Section 10.1, whenever the Unpaid Targeted Priority Return with respect to any Series A Preferred Share shall have exceeded zero (0) immediately following six (6) or more Distribution Dates, whether or not such Distribution Dates occur consecutively (collectively, a “Nonpayment Event”), the holders of the Series A Preferred Shares shall be, as of such date, entitled to appoint a total of two (2) additional members to the Board (the “Preferred Shares Directors”) by the affirmative vote or consent of the holders of at least 66.67% of the aggregate Unreturned Liquidation Preference represented by the issued and outstanding Series A Preferred Shares. The Board shall take, and cause the Company’s officers to take, any and all necessary actions to effectuate such appointment(s), including, for the avoidance of doubt, expanding the size of the Board and providing all notices to Shareholders as may be required pursuant to any obligations of the Company under applicable Law. Preferred Shares Directors shall only be removed from office, with or without cause, by the affirmative vote or consent of the holders of at least 66.67% of the aggregate Unreturned Liquidation Preference represented by the issued and outstanding Series A Preferred Shares, upon delivery of notice thereof to the Chairman of the Board, if there be one, or to the Chief Executive Officer or the Secretary. No other provisions Shareholder (or any other Person) shall have the power or authority to remove any Preferred Shares Director from office at any time or for any reason. For the avoidance of this Section 1doubt, during the period commencing on Preferred Shares Directors, shall serve in addition to, and not in replacement of, the date of this Agreement and ending Directors who sit on the Board Designation Termination Date (as defined below)of such date. Except as otherwise specified in this Share Designation, the Purchaser has the option Preferred Shares Directors have identical rights and right (but not the obligation) authorities to designate nominees to be nominated by the Company at each annual (or special) meeting of stockholders of the Company to serve as Directors on the Board (each, a “Purchaser Designated Director”) in accordance with this Section 1. Subject to the other provisions of this Section 1, during the period commencing on the date of this Agreement and ending on the Golsen Holders Board Designation Termination Date (as defined below), the Golsen Holders have the option and right (but not the obligation) to designate nominees to be nominated by the Company at each annual (or special) meeting of stockholders of the Company to serve as Directors on the Board (each, a “Golsen Holders Designated Director” and, together with the Purchaser Designated Directors, the “Designated Directors” and each a “Designated Director”) in accordance with this Section 1. Each Designated Director shall, (i) not be prohibited from serving as a Director pursuant to any rule or regulation of the Commission or any National Securities Exchange on which the Company’s Common Stock is listed or admitted to trading, and (ii) not be an employee, manager or director of any Competitor (as defined below). In addition, one Purchaser Designated Director shall in the good faith, reasonable judgment of the Company satisfy the independence requirements of The New York Stock Exchange, Inc. (the “NYSE”) or any other national securities exchange on which the Company’s Common Stock is listed or admitted to trading. As a condition precedent to service on the Board, in such Director’s capacity as a board member and, in each Designated case, as are specified in the LLC Agreement or otherwise determined in accordance therewith or by the Act. (b) If, at any point following a Nonpayment Event the Unpaid Targeted Priority Return with respect to all Series A Preferred Shares shall have been reduced to zero (0) for four (4) consecutive Distribution Dates, then: (i) the term of office of each Preferred Shares Director so elected shall deliver terminate immediately; (ii) the holders of Series A Preferred Shares shall no longer be entitled to the Board his or her written resignation appoint any Preferred Shares Directors pursuant to Section 10.3(a); and (iii) such Preferred Shares Directors shall automatically be removed from the Board (without replacement; provided that, for the avoidance of doubt, any subsequent Nonpayment Event shall entitle the holders of Series A Preferred Shares to the rights set forth in the form attached hereto as Annex A) that the Board or its Nominating and Corporate Governance Committee maySection 10.3(a), subject, in the Board’s or such committee’s sole discretioneach case, accept and make effective solely and to the extent provided in accordance with subsection (c) below. For purposes of this Agreement, the term “Competitor” shall mean any person or entity that is an operating company (it being agreed that “Competitor” shall not include any company the primary business purpose of which is to provide financing directly or indirectly to unaffiliated entities, whether or not engaged in the nitrogen based chemicals or climate control sectors) which engages in the nitrogen based chemicals or climate control business or otherwise provides similar services or engages in a similar business as the Company and its subsidiariesSection 10.3(b).

Board Designation Rights. So long as Sponsor owns in the aggregate more than fifty percent (a50%) Subject of the outstanding Shares it held as of the Closing (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to Common Stock), Sponsor shall be entitled to designate (and the Company shall be required to appoint and/or nominate for election at any annual or special meeting of the stockholders of the Company (or action by written consent) for the election of directors to the Board of Directors) one (1) individual to the Board of Directors (such individual, the “Designated Director”), who shall initially be [ ] (the “Initial Designated Director”), effective as of immediately following the First Effective Time. If the Initial Designated Director is unable or unwilling to serve at the Closing, Sponsor shall promptly designate a replacement director and provide any relevant information about such appointee as the Company may reasonably request. The Designated Director shall remain in office as a director until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. A Designated Director may be removed at any time (i) with or without cause upon the written request of Sponsor or (ii) pursuant to the Organizational Documents, for cause and by the affirmative vote of the holders of a majority of the issued and outstanding capital stock of the Company entitled to vote in the election of directors, voting together as a single class. In the event that a vacancy is created on the Board of Directors at any time due to the death, disability, retirement, resignation, or removal of a Designated Director, then Sponsor shall have the right to designate an individual to fill such vacancy and the Company shall promptly appoint such person to fill such vacancy, and in any event, within no later than three (3) days of Sponsor’s designation, and such person shall thereafter be deemed the Designated Director under this Agreement. During the period a Designated Director is a director of the Board of Directors, the Company shall, at its own expense, provide to such Designated Director the same benefits as any other provisions non-employee director of the Board of Directors, including reimbursement of expenses under any applicable director and officer indemnification or insurance policy maintained by the Company. If a member of the Board of Directors of the Company includes a director who (x) does not qualify as an “independent director”, (y) is not an employee of the Company and (z) is Affiliated with a Stockholder (“Non-Affiliated Director”), and such Non-Affiliated Director receives any cash or non-cash compensation for his or her director services, then the Designated Director, whether or not he or she qualifies as a Non-Affiliated Director, will be entitled to the same cash and non-cash compensation for director services. Each Stockholder further agrees that all securities of the Company that may vote in the election of directors to the Board of Directors that such Stockholder holds, purchases, acquires the right to vote or otherwise acquires beneficial ownership of (including by the exercise or conversion of any security exercisable or convertible for Company Interests) after the execution of this Section 1, during Agreement shall be subject to the period commencing on the date terms of this Agreement and ending on the Board Designation Termination Date (as defined below), the Purchaser has the option and right (but not the obligation) to designate nominees to be nominated by the Company at each annual (or special) meeting of stockholders of the Company to serve as Directors on the Board (each, a “Purchaser Designated Director”) in accordance with this Section 1. Subject to the other provisions of this Section 1, during the period commencing on the date of this Agreement and ending on the Golsen Holders Board Designation Termination Date (as defined below), the Golsen Holders have the option and right (but not the obligation) to designate nominees to be nominated by the Company at each annual (or special) meeting of stockholders of the Company to serve as Directors on the Board (each, a “Golsen Holders Designated Director” and, together with the Purchaser Designated Directors, the “Designated Directors” and each a “Designated Director”) in accordance with this Section 1. Each Designated Director shall, (i) not be prohibited from serving as a Director pursuant to any rule or regulation of the Commission or any National Securities Exchange on which the Company’s Common Stock is listed or admitted to trading, and (ii) not be an employee, manager or director of any Competitor (as defined below). In addition, one Purchaser Designated Director shall in the good faith, reasonable judgment of the Company satisfy the independence requirements of The New York Stock Exchange, Inc. (the “NYSE”) or any other national securities exchange on which the Company’s Common Stock is listed or admitted to trading. As a condition precedent to service on the Board, each Designated Director shall deliver to the Board his or her written resignation from the Board (in the form attached hereto as Annex A) that the Board or its Nominating and Corporate Governance Committee may, in the Board’s or such committee’s sole discretion, accept and make effective solely and to the extent provided in accordance with subsection (c) below. For constitute Shares for all purposes of this Agreement, the term “Competitor” shall mean any person or entity that is an operating company (it being agreed that “Competitor” shall not include any company the primary business purpose of which is to provide financing directly or indirectly to unaffiliated entities, whether or not engaged in the nitrogen based chemicals or climate control sectors) which engages in the nitrogen based chemicals or climate control business or otherwise provides similar services or engages in a similar business as the Company and its subsidiaries.

Board Designation Rights. (a) Subject From and after the Closing and so long as Shareholder (together with its Affiliates) holds at least seven percent (7%) of the Voting Securities, Shareholder shall have the right to designate one director to the Board, who shall, unless otherwise consented to in writing by Company, at all times be a current executive officer or current employee of Shareholder (except for any current executive officer or current employee of Shareholder as of the date hereof who subsequently resigns from or otherwise leaves his or her position or employment with Shareholder), to be nominated by Company to serve as a member of the Board (the “Shareholder Nominated Director”) and Company shall nominate such designee as a member of the Board. In the event that Shareholder and its Affiliates shall hold less than seven percent (7%) of the Voting Securities, any director of the Board who was theretofore designated by Shareholder (or its Affiliate) and elected or appointed to the Board pursuant to Section 5.1(b) shall promptly offer to resign from the Board, effective immediately. (b) Company shall, to the extent permitted by applicable Laws and the articles of association of Company, take all action necessary to cause the individuals so designated by Shareholder (or its Affiliate, as applicable) to be elected or appointed to the Board, including (at the election of Company) either by increasing the size of the Board or by seeking and accepting or otherwise securing the resignations of such number of then incumbent directors as is necessary to enable the individuals so designated by Shareholder (or its Affiliate, as applicable) to be elected or appointed to the Board. (c) Company shall reimburse the Shareholder Nominated Director for his or her out-of-pocket expenses incurred in connection with his or her participation as a member of the Board in a manner consistent with Company’s policies for reimbursing such expenses of the members of the Board. Company shall indemnify the Shareholder Nominated Director to the same extent it indemnifies its other provisions directors pursuant to its articles of this Section 1association and other organizational documents and applicable law. (d) Company shall maintain in full force and effect director and officer liability insurance covering the directors and officers of Company with terms, during conditions, retentions and limits of liability that are no less favorable than the period commencing on coverage provided under Company’s policies existing as of the date of this Agreement Agreement. Company shall use its commercially reasonable efforts to maintain Company’s articles of association and ending on the Board Designation Termination Date (as defined below), the Purchaser has the option and right (but not the obligation) other organizational documents to designate nominees to be nominated by the Company at each annual (or special) meeting of stockholders of the require Company to serve as Directors on the Board (each, a “Purchaser Designated Director”) in accordance with this Section 1. Subject indemnify its directors and officers to the other provisions of this Section 1, during the period commencing on the date of this Agreement and ending on the Golsen Holders Board Designation Termination Date (as defined below), the Golsen Holders have the option and right (but not the obligation) to designate nominees to be nominated fullest extent permitted by the Company at each annual (or special) meeting of stockholders of the Company to serve as Directors on the Board (each, a “Golsen Holders Designated Director” and, together with the Purchaser Designated Directors, the “Designated Directors” and each a “Designated Director”) in accordance with this Section 1. Each Designated Director shall, (i) not be prohibited from serving as a Director pursuant to any rule or regulation of the Commission or any National Securities Exchange on which the Company’s Common Stock is listed or admitted to trading, and (ii) not be an employee, manager or director of any Competitor (as defined below). In addition, one Purchaser Designated Director shall in the good faith, reasonable judgment of the Company satisfy the independence requirements of The New York Stock Exchange, Inc. (the “NYSE”) or any other national securities exchange on which the Company’s Common Stock is listed or admitted to trading. As a condition precedent to service on the Board, each Designated Director shall deliver to the Board his or her written resignation from the Board (in the form attached hereto as Annex A) that the Board or its Nominating and Corporate Governance Committee may, in the Board’s or such committee’s sole discretion, accept and make effective solely and to the extent provided in accordance with subsection (c) below. For purposes of this Agreement, the term “Competitor” shall mean any person or entity that is an operating company (it being agreed that “Competitor” shall not include any company the primary business purpose of which is to provide financing directly or indirectly to unaffiliated entities, whether or not engaged in the nitrogen based chemicals or climate control sectors) which engages in the nitrogen based chemicals or climate control business or otherwise provides similar services or engages in a similar business as the Company and its subsidiarieslaw.

Board Designation Rights. (a) Subject Each of the Xxxxxxx Entities shall take all actions necessary or advisable to the other provisions of this Section 1, during the period commencing on the date of this Agreement and ending cause (i) two directors serving on the Board Designation Termination Date (as defined below), the Purchaser has the option and right (but not the obligation) to designate nominees to be nominated designated by the Company at each annual (or special) meeting of stockholders of the Company to serve as Directors on the Board Purchaser, in its sole discretion (each, a “Purchaser Designated Director”) in accordance with this Section 1. Subject to the other provisions of this Section 1), during the period commencing on at all times from the date of this Agreement and ending on until the Golsen Holders Board occurrence of (A) the First Designation Right Termination Date Event (as defined below), at which time the Golsen Holders right of the Purchaser under this Agreement to designate one member of such Board shall terminate and (B) the Second Designation Right Termination Event (as defined below), at which time the right of the Purchaser under this Agreement to designate one member of such Board shall terminate and (ii) three independent directors serving on the Board to be designated by the Purchaser, in its sole discretion (each director designated by the Purchaser pursuant to this Section 1(a), a “Purchaser Designated Director”), at all times during the Redemption Designation Period (as defined below); provided, however, that each such Purchaser Designated Director shall (1) in the reasonable judgment of the General Partner, have the option requisite skill and right (but not the obligation) to designate nominees to be nominated by the Company at each annual (or special) meeting of stockholders of the Company experience to serve as Directors a director of a public company, (2) not be prohibited or disqualified from serving as a director of the General Partner by any rule or regulation of the Commission, the National Securities Exchange (as defined in the Partnership Agreement) on which the Common Units are listed or applicable Law and (3) otherwise be reasonably acceptable to the General Partner. Prior to a Designation Right Termination Event (as defined below) or during the Redemption Designation Period, any Purchaser Designated Director may be removed by the Purchaser at any time and may be removed by a majority of the other directors then serving on the Board for “cause” (eachas defined below); and any vacancy in such positions shall be filled solely by the Purchaser. As used herein, “cause” means that a “Golsen Holders Designated Director” and, together with the Purchaser Designated Directors, the “Designated Directors” and each a “Designated Director”Director (w) in accordance with this Section 1. Each Designated Director shall, (i) not be is prohibited from serving as a Director pursuant to director of the General Partner under any rule or regulation of the Commission or any the National Securities Exchange (as defined in the Partnership Agreement) on which the CompanyCommon Units are listed; (x) has been convicted of a felony or misdemeanor involving moral turpitude; (y) has engaged in acts or omissions against the General Partner or the Partnership constituting dishonesty, breach of fiduciary obligation, or intentional wrongdoing or misfeasance; or (z) has acted intentionally or in bad faith in a manner that results in a material detriment to the assets, business or prospects of the General Partner or the Partnership. None of the Xxxxxxx Entities shall take any action which would, or would be reasonably likely to, adversely affect the Purchaser’s right to appoint Purchaser Designated Directors; provided, however, that the Xxxxxxx Entities shall not be prohibited from taking such action that the Board determines is necessary to comply with any rule or regulation of the Commission or the National Securities Exchange (as defined in the Partnership Agreement) on which the Common Stock is Units are listed or admitted applicable Law. (b) Prior to tradingthe occurrence of a Designation Right Termination Event, the General Partner shall invite the Purchaser Designated Directors to attend all meetings of each committee of the Board (other than the Audit Committee, the Conflicts Committee, any pricing committee established for an offering of securities by the Partnership and any committee established to deal with conflicts with the Purchaser or its Affiliates) in a nonvoting observer capacity and, in this respect, shall give the Purchaser Designated Directors copies of all notices, minutes, consents and other materials that it provides to the other members of such committee; provided, however, that during the Redemption Designation Period, the Purchaser Designated Directors designated pursuant to clause (ii) not be an employee, manager or director of any Competitor (as defined below). In addition, one Purchaser Designated Director Section 1(a) shall in the good faith, reasonable judgment serve on all committees of the Company satisfy the independence requirements of The New York Stock Exchange, Inc. (the “NYSE”) or any other national securities exchange on which the Company’s Common Stock is listed or admitted to trading. As a condition precedent to service on the Board, each Designated Director shall deliver to the Board his or her written resignation from the Board (in the form attached hereto as Annex A) that the Board or its Nominating and Corporate Governance Committee may, in the Board’s or such committee’s sole discretion, accept and make effective solely and to the extent provided in accordance with subsection (c) below. For purposes of this Agreement, the term “Competitor” shall mean any person or entity that is an operating company (it being agreed that “Competitor” shall not include any company the primary business purpose of which is to provide financing directly or indirectly to unaffiliated entities, whether or not engaged in the nitrogen based chemicals or climate control sectors) which engages in the nitrogen based chemicals or climate control business or otherwise provides similar services or engages in a similar business as the Company and its subsidiariesvoting capacity.

Board Designation Rights. (a) Subject to the other provisions of this Section 1, during During the period commencing on upon the date of this Agreement Closing and ending on the Board Designation Rights Termination Date (as defined below)Date, the Breitburn Entities shall grant the Purchaser has the option and right (but not right, exercisable by the obligation) Purchaser’s delivering a written notice signed by the Purchaser, to designate nominees to be nominated by the Company at each annual (or special) meeting of stockholders of the Company one person to serve as Directors a Director on the Board (each, a the “Purchaser Designated Director”) in accordance with this Section 1. Subject to the other provisions of this Section 1); provided, during the period commencing on the date of this Agreement and ending on the Golsen Holders Board Designation Termination Date (as defined below)however, the Golsen Holders have the option and right (but not the obligation) to designate nominees to be nominated by the Company at each annual (or special) meeting of stockholders of the Company to serve as Directors on the Board (each, a “Golsen Holders Designated Director” and, together with the that such Purchaser Designated Directors, the “Designated Directors” and each a “Designated Director”) in accordance with this Section 1. Each Designated Director shall, in the reasonable judgment of the General Partner, (i) have the requisite skill and experience to serve as a director of a public company, (ii) not be prohibited from serving as a Director pursuant to any rule or regulation of the Commission or any National Securities Exchange on which the CompanyPartnership’s Common Stock is Units are listed or admitted to trading, and (iiiii) not be an employee, manager employee or director of any Competitor (as defined below). In addition; and provided, one Purchaser Designated Director shall in the good faithfurther, reasonable judgment of the Company satisfy the independence requirements of The New York Stock Exchange, Inc. (the “NYSE”) or any other national securities exchange on which the Company’s Common Stock is listed or admitted to trading. As that as a condition precedent to service on the Board, each the Purchaser Designated Director shall deliver to the Board his or her written resignation from the Board (in the form attached hereto as Annex A) that the Board or its Nominating and Corporate Governance Committee chairman may, in the Board’s or such committeethe chairman’s sole discretion, accept and make effective solely and to at any time on or after the extent provided in accordance with subsection (c) belowBoard Rights Termination Date. For purposes of this Agreement, the term “Competitor” shall mean any person or entity that (a) is an operating company (and not a person or entity, the primary business purpose of which is to operate energy assets in the upstream energy sector; it being agreed that “Competitor” shall not include any company the primary business purpose of which is to provide financing directly or indirectly to unaffiliated entities, whether or not engaged in the nitrogen based chemicals or climate control sectorsupstream energy sector) which and (b) engages in the nitrogen based chemicals or climate control upstream energy business or otherwise provides similar services or engages in a similar business as the Company Partnership. The Breitburn Entities shall take all actions necessary or advisable to effect the first sentence of this Section 2(a), including contemporaneously with or immediately following the Closing to increase the size of the Board by one Director and its subsidiariesto appoint the Purchaser Designated Director as a Class III Director, to serve an initial term that expires no earlier than the annual meeting of the Unitholders to be held in 2017. The initial Purchaser Designated Director is Xxxx Xxxxxx. The Purchaser agrees upon the Partnership’s request to, and to cause the Purchaser Designated Director to, timely provide the Partnership with accurate and complete information relating to the Purchaser Designated Director as may be required to be disclosed by the Partnership under the Securities Exchange Act and the rules and regulations promulgated thereunder. The Purchaser further agrees to cause the Purchaser Designated Director to comply with the Section 16 filing obligations under the Securities Exchange Act. At each applicable election of Directors, the Board shall nominate the Purchaser Designated Director, which designee must meet the standards set forth above, as part of the slate of Directors nominated by the Board for election by the Unitholders and shall recommend that the Unitholders vote for the Purchaser Designated Director. Additionally, in the event of the resignation, death, or removal (for cause or otherwise) of the Purchaser Designated Director, the Purchaser shall have the right to designate the person to be appointed by the Board as the Purchaser Designated Director to fill the resulting vacancy (subject to such designee meeting the standards set forth above). Any action by the Purchaser to designate a Purchaser Designated Director shall be evidenced in writing furnished to the Breitburn Entities and shall be executed by the Purchaser. While serving as a Purchaser Designated Director, a Purchaser Designated Director shall be entitled to compensation commensurate with that of an independent member of the Board and reimbursed for reasonable expenses consistent with the General Partner’s policies applicable to other non-employee directors.

Board Designation Rights. So long as Sponsor owns in the aggregate more than fifty percent (a50%) Subject of the outstanding Shares it held as of the Closing (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to Common Stock), Sponsor shall be entitled to designate (and the Company shall be required to appoint and/or nominate for election at any annual or special meeting of the stockholders of the Company (or action by written consent) for the election of directors to the Board of Directors) one (1) individual to the Board of Directors (such individual, the “Designated Director”), who shall initially be Cxxxxxx X. Xxxxx (the “Initial Designated Director”), effective as of immediately following the First Effective Time. If the Initial Designated Director is unable or unwilling to serve at the Closing, Sponsor shall promptly designate a replacement director and provide any relevant information about such appointee as the Company may reasonably request. The Designated Director shall remain in office as a director until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. A Designated Director may be removed at any time (i) with or without cause upon the written request of Sponsor or (ii) pursuant to the Organizational Documents, for cause and by the affirmative vote of the holders of a majority of the issued and outstanding capital stock of the Company entitled to vote in the election of directors, voting together as a single class. In the event that a vacancy is created on the Board of Directors at any time due to the death, disability, retirement, resignation, or removal of a Designated Director, then Sponsor shall have the right to designate an individual to fill such vacancy and the Company shall promptly appoint such person to fill such vacancy, and in any event, within no later than three (3) days of Sponsor’s designation, and such person shall thereafter be deemed the Designated Director under this Agreement. During the period a Designated Director is a director of the Board of Directors, the Company shall, at its own expense, provide to such Designated Director the same benefits as any other provisions non-employee director of the Board of Directors, including reimbursement of expenses under any applicable director and officer indemnification or insurance policy maintained by the Company. If a member of the Board of Directors of the Company includes a director who (x) does not qualify as an “independent director”, (y) is not an employee of the Company and (z) is Affiliated with a Stockholder (“Non-Affiliated Director”), and such Non-Affiliated Director receives any cash or non-cash compensation for his or her director services, then the Designated Director, whether or not he or she qualifies as a Non-Affiliated Director, will be entitled to the same cash and non-cash compensation for director services. Each Stockholder further agrees that all securities of the Company that may vote in the election of directors to the Board of Directors that such Stockholder holds, purchases, acquires the right to vote or otherwise acquires beneficial ownership of (including by the exercise or conversion of any security exercisable or convertible for Company Interests) after the execution of this Section 1, during Agreement shall be subject to the period commencing on the date terms of this Agreement and ending on the Board Designation Termination Date (as defined below), the Purchaser has the option and right (but not the obligation) to designate nominees to be nominated by the Company at each annual (or special) meeting of stockholders of the Company to serve as Directors on the Board (each, a “Purchaser Designated Director”) in accordance with this Section 1. Subject to the other provisions of this Section 1, during the period commencing on the date of this Agreement and ending on the Golsen Holders Board Designation Termination Date (as defined below), the Golsen Holders have the option and right (but not the obligation) to designate nominees to be nominated by the Company at each annual (or special) meeting of stockholders of the Company to serve as Directors on the Board (each, a “Golsen Holders Designated Director” and, together with the Purchaser Designated Directors, the “Designated Directors” and each a “Designated Director”) in accordance with this Section 1. Each Designated Director shall, (i) not be prohibited from serving as a Director pursuant to any rule or regulation of the Commission or any National Securities Exchange on which the Company’s Common Stock is listed or admitted to trading, and (ii) not be an employee, manager or director of any Competitor (as defined below). In addition, one Purchaser Designated Director shall in the good faith, reasonable judgment of the Company satisfy the independence requirements of The New York Stock Exchange, Inc. (the “NYSE”) or any other national securities exchange on which the Company’s Common Stock is listed or admitted to trading. As a condition precedent to service on the Board, each Designated Director shall deliver to the Board his or her written resignation from the Board (in the form attached hereto as Annex A) that the Board or its Nominating and Corporate Governance Committee may, in the Board’s or such committee’s sole discretion, accept and make effective solely and to the extent provided in accordance with subsection (c) below. For constitute Shares for all purposes of this Agreement, the term “Competitor” shall mean any person or entity that is an operating company (it being agreed that “Competitor” shall not include any company the primary business purpose of which is to provide financing directly or indirectly to unaffiliated entities, whether or not engaged in the nitrogen based chemicals or climate control sectors) which engages in the nitrogen based chemicals or climate control business or otherwise provides similar services or engages in a similar business as the Company and its subsidiaries.

Board Designation Rights. Each of GEPT and NM (aso long as such Securityholder is a Qualifying Class A Securityholder) Subject shall have the right to the other provisions of this Section 1, during the period commencing send one non-voting representative on the date of this Agreement and ending on the Board Designation Termination Date (as defined below), the Purchaser has the option and right (but not the obligation) to designate nominees to be nominated by the Company at each annual (or special) meeting of stockholders of the Company to serve as Directors on the Board its behalf (each, a an “Purchaser Designated DirectorObserver”) in accordance with this Section 1. Subject to the other provisions attend all meetings of this Section 1, during the period commencing on the date of this Agreement and ending on the Golsen Holders Board Designation Termination Date (as defined below), the Golsen Holders have the option and right (but not the obligation) to designate nominees to be nominated by the Company at each annual (or special) meeting of stockholders of the Company to serve as Directors on the Board (each, a “Golsen Holders Designated Director” and, together with the Purchaser Designated Directors, the “Designated Directors” and each a “Designated Director”) in accordance with this Section 1. Each Designated Director shall, (i) not be prohibited from serving as a Director pursuant to any rule or regulation of the Commission or any National Securities Exchange on which the Company’s Common Stock is listed or admitted to trading, and (ii) not be an employee, manager or director of any Competitor (as defined below). In addition, one Purchaser Designated Director shall in the good faith, reasonable judgment of the Company satisfy the independence requirements of The New York Stock Exchange, Inc. (the “NYSE”) or any other national securities exchange on which the Company’s Common Stock is listed or admitted to trading. As a condition precedent to service on the Board, including all committees thereof, solely in a non-voting observer capacity; provided, however, that each Designated Director such Observer shall deliver be reasonably acceptable to a majority of the members of the Board elected by the holders of the Common Stock. The Company will furnish to the Observer copies of all notices, minutes, consents, board package materials and other materials that it generally makes available to its directors as and when such materials are provided to its directors. The Observer may participate in discussions of matters under consideration by the Board and any matters brought before any committee thereof but will not be entitled to vote on any matter presented to the Board; provided, however, that a majority of the Board shall have the right, after deliberation in a closed session in which they can exclude the Observer, to exclude the Observer from portions of meetings of the Board or any committee thereof or omit to provide the Observer with certain information to the extent that a majority of the members of the Board believe in good faith after consultation with counsel that such exclusion or omission is necessary in order to preserve any attorney-client privilege, attorney-work product privilege or other similar legal privileges or such attendance or distribution of materials is otherwise prohibited by applicable law; provided, further, however, that the Observer shall agree in writing pursuant to a confidentiality and nondisclosure agreement, prior to attending any such meetings or to being furnished any such written materials, to hold in confidence and trust and not use or disclose any confidential information provided to or learned by him or her in connection with his or her written resignation from rights under this Agreement during the Board (time the Observer has observation rights and thereafter. Each of GEPT and NM will have the right to remove and replace its Observer in the form attached hereto as Annex A) that the Board its sole discretion and to designate a substitute representative if such Observer is unable or its Nominating and Corporate Governance Committee may, in unwilling to attend any of the Board’s meetings, including any committees thereof. Each of GEPT and NM shall be solely responsible for any expenses or such committee’s sole discretion, accept and make effective solely and to the extent provided in accordance with subsection (c) below. For purposes of this Agreement, the term “Competitor” shall mean any person or entity that is an operating company (it being agreed that “Competitor” shall not include any company the primary business purpose of which is to provide financing directly or indirectly to unaffiliated entities, whether or not engaged charges incurred by its Observer in the nitrogen based chemicals or climate control sectors) which engages in the nitrogen based chemicals or climate control business or otherwise provides similar services or engages in a similar business performance of its duties as the Company and its subsidiariesan Observer pursuant to this Section 11.2.

Board Designation Rights. (a) Subject Each of the Xxxxxxx Entities shall take all actions necessary or advisable to the other provisions of this Section 1, during the period commencing on the date of this Agreement and ending cause (i) two directors serving on the Board Designation Termination Date (as defined below), the Purchaser has the option and right (but not the obligation) to designate nominees to be nominated designated by the Company at each annual (or special) meeting of stockholders of the Company to serve as Directors on the Board Purchaser, in its sole discretion (each, a “Purchaser Designated Director”) in accordance with this Section 1. Subject to the other provisions of this Section 1), during the period commencing on at all times from the date of this Agreement and ending on until the Golsen Holders Board occurrence of (A) the First Designation Right Termination Date Event (as defined below), at which time the Golsen Holders right of the Purchaser under this Agreement to designate one member of such Board shall terminate and (B) the Second Designation Right Termination Event (as defined below), at which time the right of the Purchaser under this Agreement to designate one member of such Board shall terminate and (ii) three independent directors serving on the Board to be designated by the Purchaser, in its sole discretion (each director designated by the Purchaser pursuant to this Section 1(a), a “Purchaser Designated Director”), at all times during the Redemption Designation Period (as defined below); provided, however, that each such Purchaser Designated Director shall (1) in the reasonable judgment of the General Partner, have the option requisite skill and right (but not the obligation) to designate nominees to be nominated by the Company at each annual (or special) meeting of stockholders of the Company experience to serve as Directors a director of a public company, (2) not be prohibited or disqualified from serving as a director of the General Partner by any rule or regulation of the Commission, the National Securities Exchange (as defined in the Partnership Agreement) on which the Common Units are listed or applicable Law and (3) otherwise be reasonably acceptable to the General Partner. Prior to a Designation Right Termination Event (as defined below) or during the Redemption Designation Period, any Purchaser Designated Director may be removed by the Purchaser at any time and may be removed by a majority of the other directors then serving on the Board for “cause” (eachas defined below); and any vacancy in such positions shall be filled solely by the Purchaser. As used herein, “cause” means that a “Golsen Holders Designated Director” and, together with the Purchaser Designated Directors, the “Designated Directors” and each a “Designated Director”Director (w) in accordance with this Section 1. Each Designated Director shall, (i) not be is prohibited from serving as a Director pursuant to director of the General Partner under any rule or regulation of the Commission or any the National Securities Exchange (as defined in the Partnership Agreement) on which the CompanyCommon Units are listed; (x) has been convicted of a felony or misdemeanor involving moral turpitude; (y) has engaged in acts or omissions against the General Partner or the Partnership constituting dishonesty, breach of fiduciary obligation, or intentional wrongdoing or misfeasance; or (z) has acted intentionally or in bad faith in a manner that results in a material detriment to the assets, business or prospects of the General Partner or the Partnership. None of the Xxxxxxx Entities shall take any action which would, or would be reasonably likely to, adversely affect the Purchaser’s right to appoint Purchaser Designated Directors; provided, however, that the Xxxxxxx Entities shall not be prohibited from taking such action that the Board determines is necessary to comply with any rule or regulation of the Commission or the National Securities Exchange (as defined in the Partnership Agreement) on which the Common Stock is Units are listed or admitted applicable Law. (b) Prior to tradingthe occurrence of a Designation Right Termination Event, the General Partner shall invite the Purchaser Designated Directors to attend all meetings of each committee of the Board (other than the Audit Committee, the Conflicts Committee, any pricing committee established for an offering of securities by the Partnership and any committee established to deal with conflicts with the Purchaser or its Affiliates) in a nonvoting observer capacity and, in this respect, shall give the Purchaser Designated Directors copies of all notices, minutes, consents and other materials that it provides to the other members of such committee; provided, however, that during the Redemption Designation Period, the Purchaser Designated Directors designated pursuant to clause (ii) not of Section 1(a) shall serve on all committees of the Board in a voting capacity. (c) Commencing as of the Closing, the Purchaser Designated Directors are Xxxx Xxxxxx and Xxxx Xxxxxx. (d) Any action by the Purchaser to designate, remove or replace a Purchaser Designated Director shall be an employeeevidenced in writing and furnished to the General Partner no later than one Business Day after the taking of such action, manager shall include a statement that the action has been approved by the requisite vote of the Purchaser and shall be executed by or director on behalf of any Competitor (as defined below)the Purchaser. The Purchaser agrees to cause each Purchaser Designated Director to timely provide the Partnership with accurate and complete information relating to the Purchaser and such Purchaser Designated Director that may be required to be disclosed by the Partnership under the Exchange Act. In addition, one at the Partnership’s reasonable request, the Purchaser shall cause each Purchaser Designated Director to complete and execute the Partnership’s standard director and officer questionnaire prior to being admitted to the Board. (e) Upon the occurrence of a Designation Right Termination Event or the end of the Redemption Designation Period, as applicable, the right of the Purchaser to designate a Purchaser Designated Director shall in terminate and the good faith, reasonable judgment Purchaser Designated Director then serving as such a member of the Company satisfy the independence requirements of The New York Stock Exchange, Inc. (the “NYSE”) or any other national securities exchange on which the Company’s Common Stock is listed or admitted to trading. As a condition precedent to service on the Board, each Designated Director shall deliver to promptly upon (and in any event within two Business Days following) receipt of a request from a majority of the Board his or her written resignation from the Board (in the form attached hereto as Annex Aother director(s) that then serving on the Board or its Nominating and Corporate Governance Committee maythe owner(s) of a majority of the equity interests of the General Partner, in shall resign as a member of the Board’s . If the Purchaser Designated Director does not resign upon such request, then a majority of the other director(s) then serving on the Board or such committee’s sole discretionthe owner(s) of a majority of the equity interests of the General Partner, accept and make effective solely and to may remove the extent provided in accordance with subsection Purchaser Designated Director as a member of the Board. (cf) below. For the purposes of this Agreement, the term “CompetitorFirst Designation Right Termination Event” shall mean occur on the date on which the Purchaser and its Affiliates hold fewer than 25% of the number of Class B Preferred Units initially issued to the Purchaser pursuant to the Purchase Agreement, as adjusted for any person subdivisions, splits, reverse unit splits, reclassification, reorganization or entity that is an operating company (it being agreed that other similar transaction by the Partnership affecting the Class B Preferred Units. For the purposes of this Agreement, the “CompetitorSecond Designation Right Termination Event” shall not include any company occur on the primary business purpose of date on which is to provide financing directly or indirectly to unaffiliated entities, whether or not engaged in the nitrogen based chemicals or climate control sectors) which engages in the nitrogen based chemicals or climate control business or otherwise provides similar services or engages in a similar business as the Company Purchaser and its subsidiariesAffiliates no longer hold any Class B Preferred Units. Each of the First Designation Right Termination Event and the Second Designation Right Termination Event are referred to herein as a “Designation Right Termination Event.” For the purposes of this Agreement, the “Redemption Designation Period” shall commence on January 1, 2022 if any Class B Preferred Units remain outstanding on such date and shall continue until the date on which all Class B Preferred Units have been redeemed pursuant to the provisions of the Partnership Agreement or have been converted into Common Units.

Board Designation Rights. (a) Subject to the other provisions of this Section 1, during During the period commencing on upon the date execution and delivery of this Agreement and ending on the Board Designation Rights Termination Date with respect to the Blackstone Purchasers, Blackstone Purchasers shall have the option and right, exercisable by delivering a written notice of such designation to the Managing General Partner, to designate one person to serve on the Board (the “Blackstone Designated Director”) and the Managing General Partner shall take all actions necessary or advisable to effect the foregoing; provided, however, that such Blackstone Designated Director shall, in the reasonable judgment of the Managing General Partner, (x) have the requisite skill and experience to serve as a director of a public company, (y) not be prohibited from serving as a director pursuant to any rule or regulation of the Securities and Exchange Commission (the “Commission”) or any national securities exchange on which the Partnership’s Common Units are listed or admitted to trading, and (z) not be an employee or director of any Competitor. The Blackstone Purchasers agree (i) upon the Partnership’s request to timely provide the Partnership with accurate and complete information relating to the Blackstone Designated Director as may be required to be disclosed by the Partnership under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder and (ii) to cause the Blackstone Designated Director to comply with the Section 16 obligations under the Exchange Act. The initial Blackstone Designated Director is Xxxxxxxxx X. Xxxxxx. Prior to the Board Rights Termination Date with respect to the Blackstone Purchasers, the Blackstone Designated Director may be removed or replaced by the Blackstone Purchasers at any time and by the Board acting by majority at a meeting at which the Blackstone Designated Director shall have a right to attend, for “cause” (as defined below), but not by any other Party; and any vacancy occurring by reason of the Purchaser death, disability, resignation, removal or other cessation of a person serving as Blackstone Designated Director, shall be filled solely by the Blackstone Purchasers. As used herein, “cause” means that the Blackstone Designated Director (i) is prohibited from serving as a director under any rule or regulation of the Commission or any national securities exchange on which the Partnership’s Common Units are listed; (ii) while serving as the Blackstone Designated Director is convicted by a court of competent jurisdiction of a felony; (iii) a court of competent jurisdiction has entered, a final, non-appealable judgment finding the option Blackstone Designated Director liable for actual fraud or willful misconduct against the Partnership (including, but not limited to, intentionally or willfully failing to observe the obligation of confidentiality contained in Section 1(d) of this Agreement); (iv) is determined to have acted intentionally or in bad faith in his or her capacity as a director in a manner that results in a material detriment to the assets, business or prospects of the Partnership; or (v) has failed to immediately tender his or her resignation on the Board Rights Termination Date; or (vi) does not meet the qualifications set forth above in clauses (x), (y), (z); provided, however, that in no event will the participation of the Blackstone Designated Director in the Blackstone Purchasers’ exercise of rights under the Partnership Agreement be deemed “cause.” Any action by the Blackstone Purchasers to designate, remove or replace a Blackstone Designated Director shall be evidenced in writing furnished to the Managing General Partner, shall include a statement that the action has been approved by the Blackstone Purchasers and right shall be executed by or on behalf of the Blackstone Purchasers. While serving as a Blackstone Designated Director, a Blackstone Designated Director shall be entitled to vote on any matter on which independent members of the Board are entitled to vote on (unless prohibited by the rules and regulations of the Securities and Exchange Commission or the New York Stock Exchange). Notwithstanding any rights to be granted or provided to the Blackstone Designated Director hereunder, the Managing General Partner may exclude the Blackstone Designated Director from access to any Board or Committee materials or information or meeting or portion thereof or written consent if the Board determines, in good faith, including the Blackstone Designated Director in discussions relating to such determination (but not requiring the obligation) affirmative vote of such Blackstone Designated Director), that such access would reasonably be expected to designate nominees result in a conflict of interest with the Partnership (other than a conflict of interest with respect to the Purchaser’s ownership interest in the Partnership or rights under the Partnership Agreement); provided, that such exclusion shall be nominated by limited to the Company at each annual (or special) meeting of stockholders portion of the Company Board or Committee material or information and/or meeting or written consent that is the basis for such exclusion and shall not extend to serve as Directors on any portion of the Board or Committee material and/or meeting that does not involve or pertain to such exclusion. The Blackstone Designated Director will receive the same information provided to other similarly situated (eachi.e., independent, non-affiliate) members of the Board, at the same time as such information is provided to other similarly situated members of the Board and including monthly information packages and copies of all written materials and other information given to members of any Committee of the Board, as well as being provided with reasonable access to management and shall be entitled to receive customary reimbursement of fees and expenses incurred in connection with his or her service as a “Purchaser member of the Board and/or any Committee thereof consistent with the Managing General Partner’s policies applicable to similarly situated directors. The Blackstone Designated Director”Director is not entitled to compensation from the NRP Entities. (b) in accordance with this Section 1. Subject to the other provisions Section 3 of this Section 1Agreement, to the extent that the Board Rights Termination Date with respect to the GoldenTree Purchasers has not yet occurred, during the period commencing on upon the date of this Agreement Board Rights Termination Date with respect to the Blackstone Purchasers and ending on the Golsen Holders Board Designation Rights Termination Date (as defined below)with respect to the GoldenTree Purchasers, the Golsen Holders GoldenTree Purchasers shall have the option and right right, exercisable by delivering a written notice of such designation to the Managing General Partner (but not the obligation) a “Director Designation Notice”), to designate nominees to be nominated by the Company at each annual (or special) meeting of stockholders of the Company one person to serve as Directors on the Board (each, a the “Golsen Holders GoldenTree Designated Director” and, together with the Purchaser Blackstone Designated DirectorsDirector, the “Designated Directors” and each a “Designated Director”) in accordance with this Section 1. Each and the Managing General Partner shall take all actions necessary or advisable to effect the foregoing; provided, however, that such GoldenTree Designated Director shall, in the reasonable judgment of the Managing General Partner, (ix) have the requisite skill and experience to serve as a director of a public company, (y) not be prohibited from serving as a Director director pursuant to any rule or regulation of the Commission or any National Securities Exchange national securities exchange on which the CompanyPartnership’s Common Stock is Units are listed or admitted to trading, and (iiz) not be an employee, manager employee or director of any Competitor Competitor. During any period in which GoldenTree has appointed a Board Observer, the GoldenTree Purchasers shall not have the right to designate a GoldenTree Designated Director unless the Observer Notice with respect to such Board Observer is withdrawn effective upon such GoldenTree Designated Director becoming a member of the Board. The GoldenTree Purchasers agree (i) upon the Partnership’s request to timely provide the Partnership with accurate and complete information relating to the GoldenTree Designated Director as may be required to be disclosed by the Partnership under the Exchange Act and the rules and regulations promulgated thereunder and (ii) to cause the GoldenTree Designated Director to comply with the Section 16 obligations under the Exchange Act. During the period in which the GoldenTree Purchasers are entitled to designate a GoldenTree Designated Director, the GoldenTree Designated Director may be removed or replaced by the GoldenTree Purchasers at any time and by the Board acting by majority at a meeting at which the GoldenTree Designated Director shall have a right to attend, for “cause” (as defined below), but not by any other Party; and any vacancy occurring by reason of the death, disability, resignation, removal or other cessation of a person serving as GoldenTree Designated Director, shall be filled solely by the GoldenTree Purchasers. In additionAs used herein, one Purchaser “cause” means that the GoldenTree Designated Director shall in the good faith, reasonable judgment (i) is prohibited from serving as a director under any rule or regulation of the Company satisfy the independence requirements of The New York Stock Exchange, Inc. (the “NYSE”) Commission or any other national securities exchange on which the CompanyPartnership’s Common Units are listed; (ii) while serving as the GoldenTree Designated Director is convicted by a court of competent jurisdiction of a felony; (iii) a court of competent jurisdiction has entered, a final, non-appealable judgment finding the GoldenTree Designated Director liable for actual fraud or willful misconduct against the Partnership (including, but not limited to, intentionally or willfully failing to observe the obligation of confidentiality contained in Section 1(d) of this Agreement); (iv) is determined to have acted intentionally or in bad faith in his or her capacity as a director in a manner that results in a material detriment to the assets, business or prospects of the Partnership; or (v) has failed to immediately tender his or her resignation on the Board Rights Termination Date with respect to the GoldenTree Purchasers; or (vi) does not meet the qualifications set forth above in clauses (x), (y), (z); provided, however, that in no event will the participation of the GoldenTree Designated Director in the GoldenTree Purchasers’ exercise of rights under the Partnership Agreement be deemed “cause.” Any action by the GoldenTree Purchasers to designate, remove or replace a GoldenTree Designated Director shall be evidenced in writing furnished to the Managing General Partner, shall include a statement that the action has been approved by the GoldenTree Purchasers and shall be executed by or on behalf of the GoldenTree Purchasers. While serving as a GoldenTree Designated Director, a GoldenTree Designated Director shall be entitled to vote on any matter on which independent members of the Board are entitled to vote on (unless prohibited by the rules and regulations of the Securities and Exchange Commission or the New York Stock Exchange). Notwithstanding any rights to be granted or provided to the GoldenTree Designated Director hereunder, the Managing General Partner may exclude the GoldenTree Designated Director from access to any Board or Committee materials or information or meeting or portion thereof or written consent if the Board determines, in good faith, including the GoldenTree Designated Director in discussions relating to such determination (but not requiring the affirmative vote of such GoldenTree Designated Director), that such access would reasonably be expected to result in a conflict of interest with the Partnership (other than a conflict of interest with respect to the Purchaser’s ownership interest in the Partnership or rights under the Partnership Agreement); provided, that such exclusion shall be limited to the portion of the Board or Committee material or information and/or meeting or written consent that is listed the basis for such exclusion and shall not extend to any portion of the Board or admitted Committee material and/or meeting that does not involve or pertain to tradingsuch exclusion. As a condition precedent The GoldenTree Designated Director will receive the same information provided to service on other similarly situated (i.e., independent, non-affiliate) members of the Board, each Designated Director shall deliver at the same time as such information is provided to other similarly situated members of the Board and including monthly information packages and copies of all written materials and other information given to members of any Committee of the Board, as well as being provided with reasonable access to management and shall be entitled to receive customary reimbursement of fees and expenses incurred in connection with his or her written resignation service as a member of the Board and/or any Committee thereof consistent with the Managing General Partner’s policies applicable to similarly situated directors. The GoldenTree Designated Director is not entitled to compensation from the Board (in the form attached hereto as Annex A) that the Board or its Nominating and Corporate Governance Committee may, in the Board’s or such committee’s sole discretion, accept and make effective solely and to the extent provided in accordance with subsection NRP Entities. (c) below. For purposes During the period commencing upon the execution and delivery of this Agreement and ending on the Board Rights Termination Date with respect to the Blackstone Purchasers, any Committee formed to identify and hire (or recommend the hiring of) any Chief Executive Officer, President or Chief Financial Officer of the general partner of the Partnership shall include the Blackstone Designated Director. (d) Subject to Section 3 of this Agreement, during the term “Competitor” period during which the GoldenTree Purchasers are entitled to designate a GoldenTree Designated Director, any Committee formed to identify and hire (or recommend the hiring of) any Chief Executive Officer, President or Chief Financial Officer of the general partner of the Partnership shall mean any person or entity that is an operating company (it being agreed that “Competitor” shall not include any company the primary business purpose of which is to provide financing directly or indirectly to unaffiliated entities, whether or not engaged in the nitrogen based chemicals or climate control sectors) which engages in the nitrogen based chemicals or climate control business or otherwise provides similar services or engages in a similar business as the Company and its subsidiariesGoldenTree Designated Director.