Common use of Designees Clause in Contracts

Designees. (a) The Company, MRD Holdco and the WHR Stockholders shall take all necessary corporate action, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to cause the Board to include members designated as follows: (i) With respect to director nominees designated by MRD Holdco (“MRD Holdco Directors”) after the MRD Funds Group no longer owns a majority of the outstanding shares of Common Stock, (A) if the MRD Funds Group Beneficially Owns at least 35% of the outstanding shares of Common Stock, three nominees shall be designated by MRD Holdco, (B) if the MRD Funds Group Beneficially Owns less than 35% but at least 15% of the outstanding shares of Common Stock, two nominees shall be designated by MRD Holdco, (C) if the MRD Funds Group Beneficially Owns less than 15% but at least 5% of the outstanding shares of Common Stock, one nominee shall be designated by MRD Holdco, and (D) if the MRD Funds Group Beneficially Owns less than 5% of the outstanding shares of Common Stock, MRD Holdco shall not be entitled to designate a nominee. If, at any given time, directors are allocated among separate classes, the MRD Holdco Directors shall be in different classes. (b) So long as the MRD Funds Group collectively Beneficially Owns 15% or more of the outstanding shares of Common Stock, the Board shall include at least one MRD Holdco Director on each committee of the Board as designated by MRD Holdco (subject to any independence requirement imposed by law or by the rules of any national securities exchange on which the Common Stock may be listed or traded). (c) The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to include in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors the persons designated pursuant to Section 2.2(a) and to nominate and recommend each such individual to be elected as a director as provided herein, and to solicit proxies or consents in favor thereof. The Company is entitled to identify such individual as a MRD Holdco Director pursuant to this Agreement.

Designees. (a) The Company, MRD Holdco Company and the WHR Principal Stockholders shall take all necessary corporate action, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), Necessary Action to cause the Board to include members designated as follows: (i) With respect to director nominees designated by MRD Holdco (“MRD Holdco Directors”) after If the MRD Funds Group no longer owns a majority Principal Stockholders and their respective Affiliates collectively Beneficially Own at least 50% of the outstanding shares of Common Stock, up to three nominees designated by WildHorse Holdings and up to three nominees designated by Esquisto Holdings (Aeach, an “Appointing Principal Stockholder” and collectively, the “Appointing Principal Stockholders”); (ii) if If the MRD Funds Group Principal Stockholders and their respective Affiliates collectively Beneficially Owns Own less than 50% but at least 35% of the outstanding shares of Common Stock, three two nominees shall be designated by MRD Holdco, WildHorse Holdings and two nominees designated by Esquisto Holdings; (Biii) if If the MRD Funds Group Principal Stockholders and their respective Affiliates collectively Beneficially Owns Own less than 35% but at least 15% of the outstanding shares of Common Stock, two nominees shall be one nominee designated by MRD HoldcoWildHorse Holdings, one nominee designated by Esquisto Holdings and one nominee designated by a mutual agreement between the Appointing Principal Stockholders; and (Civ) if If the MRD Funds Group Principal Stockholders and their respective Affiliates collectively Beneficially Owns Own less than 15% but at least 5% of the outstanding shares of Common Stock, one nominee shall be designated by MRD Holdco, WildHorse Holdings and (D) if one designated by Esquisto Holdings. If the MRD Funds Group Principal Stockholders and their respective Affiliates collectively Beneficially Owns Own less than 5% of the outstanding shares of Common Stock, MRD Holdco the Appointing Principal Stockholders shall not be entitled to designate a nominee. If, at any given time, directors are allocated among separate classesFor the avoidance of doubt, the MRD Holdco Directors shall be in different classes. (b) So long as rights granted to the MRD Funds Group collectively Beneficially Owns 15% or more of the outstanding shares of Common Stock, the Board shall include at least one MRD Holdco Director on each committee Appointing Principal Stockholders to designate members of the Board as designated by MRD Holdco (subject are additive to, and not intended to limit in any independence requirement imposed by law way, the rights that the Principal Stockholders or by any of their respective Affiliates may have to nominate, elect or remove directors under the rules Company’s certificate of any national securities exchange on which incorporation, bylaws or the Common Stock may be listed or traded). (c) Delaware General Corporation Law. The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), that taking all necessary corporate action to effectuate the above shall include (A) including the persons designated pursuant to this Section 2.1(a) in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors the persons designated pursuant to Section 2.2(adirectors, (B) nominating and to nominate and recommend recommending each such individual to be elected as a director as provided herein, and to solicit (C) soliciting proxies or consents in favor thereof. The Company is entitled to identify such individual as a MRD Holdco WildHorse Holdings Director or Esquisto Holdings Director, as applicable, pursuant to this Agreement. (b) At any time the members of the Board are allocated among separate classes of directors, (i) the directors designated by the Principal Stockholders pursuant to this Section 2.1 (the “Principal Stockholder Directors”) shall be in different classes of directors to the extent practicable and (ii) the Appointing Principal Stockholders (acting by mutual agreement) shall be permitted to designate the class or classes to which each Principal Stockholder Director shall be allocated. (c) So long as the Principal Stockholders and their respective Affiliates collectively Beneficially Own 15% or more of the outstanding shares of Common Stock, the Appointing Principal Stockholders by mutual agreement between them will have the right to cause the Board to include at least one Principal Stockholder Director on each committee of the Board as designated by the Appointing Principal Stockholders (subject to any independence requirement imposed by applicable law or by the applicable rules of any national securities exchange on which the Common Stock may be listed or traded). (d) So long as an Appointing Principal Stockholder is entitled to designate one or more nominees pursuant to Section 2.1(a), such Appointing Principal Stockholder shall have the right to remove any Principal Stockholder Director (with or without cause) appointed by such Principal Stockholder, from time to time and at any time, from the Board, exercisable upon written notice to the Company, and the Company shall take all Necessary Action to cause such removal; provided that the agreement of both Appointing Principal Stockholders shall be required to remove a Principal Stockholder Director appointed by the mutual agreement of the Appointing Principal Stockholders pursuant to Section 2.1(a)(ii) (e) In the event that a vacancy is created on the Board at any time by the death, disability, resignation or removal (whether by the Appointing Principal Stockholders or otherwise in accordance with the Company’s certificate of incorporation and bylaws, as either may be amended or restated from time to time) of a Principal Stockholder Director, the Appointing Principal Stockholder entitled to appoint such Principal Stockholder Director shall be entitled to designate an individual to fill the vacancy so long as the total number of persons that will serve on the Board as designees of such Appointing Principal Stockholder immediately following the filling of such vacancy will not exceed the total number of persons such Appointing Principal Stockholder is entitled to designate pursuant to Section 2.1(a) on the date of such replacement designation; provided that the consent of both Appointing Principal Stockholders shall be required to designate the individual to fill any vacancy resulting from the death, disability, resignation or removal of the Principal Stockholder Director appointed by the mutual agreement of the Appointing Principal Stockholders pursuant to Section 2.1(a)(ii). The Company and the Principal Stockholders shall take all Necessary Action to cause such replacement designee to become a member of the Board.

Designees. (a) The Company, MRD Holdco Company and the WHR Principal Stockholders shall take all necessary corporate action, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), Necessary Action to cause the Board to include consist of members designated as follows: (i) With respect to director nominees designated by MRD Holdco (“MRD Holdco Directors”) after the MRD Funds Group no longer owns a majority of the outstanding shares of Common Stock, (A) if the MRD Funds Group Beneficially Owns at least 35% of the outstanding shares of Common Stock, three Three nominees shall be designated by MRD HoldcoRice Energy Holdings LLC (the “Rice Holdco Directors”); provided, that (BA) if the MRD Funds Group Beneficially Owns less than 35% but at least 15% number of the outstanding shares of Common Stock, two nominees designated by Rice Energy Holdings LLC shall be designated by MRD Holdco, reduced to two directors at such time as Rice Energy Holdings LLC and its Affiliates (Cthe “Rice Holdco Entities”) if the MRD Funds Group collectively Beneficially Owns Own less than 15% but at least and greater than or equal to 5% of the outstanding shares of Common Stock, at which point one nominee Rice Holdco Director shall be designated by MRD Holdcotender his resignation to the Board, and (DB) if Rice Energy Holdings LLC shall no longer be entitled to designate a nominee at such time as the MRD Funds Group Rice Holdco Entities collectively Beneficially Owns Own less than 5% of the outstanding shares of Common Stock, MRD at which point the Rice Holdco Directors shall not be entitled tender their resignations to designate a nomineethe Board. If, at At any given time, and provided that the directors are allocated among separate classes, the MRD Rice Holdco Directors shall be in different classesclasses of directors; (ii) Two nominees shall be designated by NGP Rice Holdings, LLC (the “NGP Directors”); provided, that (A) the number of nominees designated by NGP Rice Holdings, LLC shall be reduced to one director at such time as NGP Rice Holdings, LLC and its Affiliates (the “NGP Entities”) collectively Beneficially Own less than 15% and greater than or equal to 5% of the outstanding shares of Common Stock at which point one NGP Holdco Director shall tender his resignation to the Board, and (B) that NGP Rice Holdings, LLC shall no longer be entitled to designate a nominee at such time as the NGP Entities collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, at which point the NGP Director shall tender his resignation to the Board; and (iii) One nominee shall be designated by Alpha Natural Resources, Inc. (the “ANR Director”); provided, that Alpha Natural Resources, Inc. shall no longer be entitled to designate a nominee at such time as Alpha Natural Resources, Inc. and its Affiliates (the “ANR Entities”) collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, at which point the ANR Director shall tender his resignation to the Board; provided, further, however, that if immediately following the consummation of the IPO, the ANR Entities collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, Alpha Natural Resources, Inc. shall nevertheless be entitled to designate one ANR Director until the earliest to occur of (x) the first anniversary of the IPO and (y) the date on which the ANR Entities have divested more than 75% of the Alpha Shares (as defined in the Transaction Agreement). In any event, the ANR Director must be either (i) the Chief Executive Officer of Alpha Natural Resources, Inc. at the time of the designation of such ANR Director or (ii) a member of senior management (with a title of Senior Vice President or greater) of Alpha Natural Resources, Inc. that is reasonably satisfactory to the Company. (b) So long as the MRD Funds Group Rice Holdco Entities collectively Beneficially Owns Own 15% or more of the outstanding shares of Common Stock, the Board shall include at least one MRD Rice Holdco Director on each committee of the Board as designated by MRD Holdco Rice Energy Holdings LLC (subject to any independence requirement imposed by law or by the rules of any national securities exchange on which the Common Stock may be listed or traded). (c) The Company agrees, So long as a Sponsor is entitled to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to include in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors the persons designated designate a nominee pursuant to Section 2.2(a) 2.1(a), the Sponsor shall have the right to remove such nominee (with or without cause), from time to time and at any time, from the Board, exercisable upon written notice to nominate the Company. Should a director designated by a Sponsor be removed for any reason, whether by such Sponsor or otherwise in accordance with the Company’s certificate of incorporation and recommend each such bylaws, as either may be amended or restated from time to time, the Sponsor shall be entitled to designate an individual to be elected fill the vacancy created by such removal so long as a director as provided herein, and to solicit proxies or consents in favor thereof. The Company the Sponsor is entitled to identify designate a nominee pursuant to Section 2.1(a) on the date of such individual replacement designation; provided, that the ANR Director must meet the requirements of Section 2.1(a)(iii). (d) Each Principal Stockholder hereby agrees to vote, in respect of the Board, such Principal Stockholder’s shares of Common Stock and Equity Securities for any nominee designated by a Sponsor so long as the Sponsor is entitled to designate such nominee pursuant to Section 2.1(a). In the event that a MRD Holdco Director Sponsor wishes to remove its designee to the Board in accordance with Section 2.1(c), each Principal Stockholder hereby agrees to vote, in respect of the Board, its shares of Common Stock or Equity Securities for the removal of such designee from the Board. (e) In connection with the required resignation of any director appointed by a Sponsor pursuant to this AgreementSection 2.1, such director may tender his resignation in advance of the date on which such resignation is required pursuant to this Section 2.1 and the Board shall have the right to decline to accept such resignation, in which case such director shall continue to serve on the Board until the earlier of his subsequent resignation, death or removal. Notwithstanding the foregoing, any director appointed by a Sponsor may elect to have his resignation be effective immediately upon tender.

Designees. (a) The Company, MRD Holdco and the WHR Stockholders shall take all necessary corporate action, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to cause the Board to include members designated as follows:Bxxxxxx Designees. (i) With respect to director nominees designated by MRD Holdco (“MRD Holdco Directors”) after For so long as the MRD Funds Group no longer owns a majority Principal Stockholders and any Affiliates of the Principal Stockholders collectively Beneficially Own greater than 50% of the outstanding shares of Common Stock, the Bxxxxxx Representative shall have the right, but not the obligation, to determine the size of the Board and designate all members of the Board, including the right to designate such number of individuals to be included in the slate of directors to be nominated by the Board for election by the stockholders of the Company. (ii) After the Principal Stockholders and any Affiliates of the Principal Stockholders collectively no longer Beneficially Own greater than 50% of the outstanding shares of Common Stock, the Bxxxxxx Representative shall have the right, but not the obligation, to designate the following number of members of the Board, including the right to designate such number of individuals to be included in the slate of directors to be nominated by the Board for election by the stockholders of the Company such that, after such election, the Board will include the number of directors set forth below: (A) if four (4) directors, so long as the MRD Funds Group Principal Stockholders and any Affiliates of the Principal Stockholders collectively Beneficially Owns Own at least 35% of the outstanding shares of Common Stock, three nominees shall be designated by MRD Holdco, ; (B) if three (3) directors, so long as the MRD Funds Group Principal Stockholders and any Affiliates of the Principal Stockholders collectively Beneficially Owns less Own at least 25% but no greater than 35% but at least 15% of the outstanding shares of Common Stock, two nominees shall be designated by MRD Holdco, ; (C) if two (2) directors, so long as the MRD Funds Group Principal Stockholders and any Affiliates of the Principal Stockholders collectively Beneficially Owns less than 15Own at least 10% but at least 5no greater than 25% of the outstanding shares of Common Stock, one nominee shall be designated by MRD Holdco, and ; and (D) if one (1) director, so long as the MRD Funds Group Principal Stockholders and any Affiliates of the Principal Stockholders collectively Beneficially Owns Own at least 5% but no greater than 10% of the outstanding shares of Common Stock. If the Principal Stockholders and any Affiliates of the Principal Stockholders collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, MRD Holdco the Bxxxxxx Representative shall not be have any right pursuant to this Agreement to designate any individuals to the Board. (iii) Notwithstanding anything in Section 2.1(a)(ii) to the contrary, if the authorized size of the Board is increased or decreased at any time to constitute other than nine (9) directors, the number of directors that the Bxxxxxx Representative is entitled to designate a nominee. If, at any given time, directors are allocated among separate classes, to the MRD Holdco Directors Board pursuant to Section 2.1(a)(ii) shall be in different classesproportionately increased or decreased, respectively, rounded to the nearest whole number. In the event that the Company’s Certificate of Incorporation provides for a classified Board, then proper provision shall be made such that the individuals designated to the Board by the Bxxxxxx Representative are distributed as evenly as possible among the classes of directors. (b) So long as the MRD Funds Group collectively Beneficially Owns 15% or more of the outstanding shares of Common Stock, the Board shall include at least one MRD Holdco Director on each committee of the Board as designated by MRD Holdco (subject to any independence requirement imposed by law or by the rules of any national securities exchange on which the Common Stock may be listed or traded). (civ) The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to include take all Necessary Action to effectuate the above, and not to take any action that would be reasonably expected to result in any of the above not becoming effectuated, including by: (A) including the persons designated pursuant to this Section 2.1 in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors the persons designated pursuant to Section 2.2(adirectors; (B) nominating and to nominate and recommend recommending each such individual to be elected as a director as provided herein, and to solicit ; (C) soliciting proxies or consents in favor thereof; (D) filling vacancies of the Board with individuals designated by the Bxxxxxx Representative; (E) if necessary, expanding the size of the Board and filling any resulting vacancies with individuals designated by the Bxxxxxx Representative; and (F) causing any director resignation or similar policy of the Company to not be applicable to the Bxxxxxx Directors. The Company is entitled to identify each such individual nominated pursuant to this Section 2.1(a) as a MRD Holdco Bxxxxxx Director pursuant to this Agreement. In order to facilitate the Company’s performance of its obligations under this Section 2.1(a)(iv), the Bxxxxxx Representative agrees to provide to the Company, as reasonably requested by the Company, such information about any applicable designees of the Bxxxxxx Representative to ensure compliance with the Exchange Act, and other applicable securities laws and to enable the Board to make any determinations as to whether such designee is independent under the Exchange Act or other applicable securities laws or under the rules of the principal exchange on which the Common Stock is then listed. (b) In the event that the Bxxxxxx Representative has designated to the Board fewer than the total number of individuals it is entitled to designate pursuant to Section 2.1(a), the Bxxxxxx Representative shall have the right, at any time, to designate such additional individuals to which it is entitled, in which case the Company and the directors shall take all Necessary Action, to the fullest extent permitted by applicable law, to (i) enable the Bxxxxxx Representative to designate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board or otherwise, and (ii) designate each such additional individual nominated by the Bxxxxxx Representative to fill such newly-created vacancies or to fill any other existing vacancies. (c) So long as the Bxxxxxx Representative is entitled to designate one or more nominees pursuant to Section 2.1(a), the Bxxxxxx Representative shall have the right to request the removal of any Bxxxxxx Director (with or without cause) designated by it, from time to time and at any time, from the Board, exercisable upon written notice to the Company, and the Company and the Principal Stockholders shall, and the Principal Stockholders shall cause any of their Affiliates to, take all Necessary Action to cause such removal. (d) For so long as the Bxxxxxx Representative is entitled to designate any members of the Board pursuant to Section 2.1(a), the Company shall take all Necessary Action to cause each of the Audit Committee, Compensation Committee and the Nominating and Governance Committee of the Board to include in its membership at least one Bxxxxxx Director, except to the extent that such membership would violate applicable securities laws or stock exchange or stock market rules. (e) Nothing in this Section 2.1 shall be deemed to require that any party hereto, or any Affiliate thereof, act or be in violation of any applicable provision of law, regulation, legal duty or requirement or stock exchange or stock market rule of any national securities exchange upon which the Common Stock is admitted for trading.

Designees. (a) The Company, MRD Holdco Company and the WHR Principal Stockholders shall take all necessary corporate action, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to cause the Board to include members designated as follows: (i) With respect to director nominees designated by MRD Holdco (“MRD Holdco Directors”) after If the MRD Funds Group no longer owns a majority of the outstanding shares of Common Stock, (A) if the MRD Funds Group Principal Stockholders and their respective Affiliates collectively Beneficially Owns Own at least 35% of the outstanding shares of Common Stock, three nominees shall be designated by MRD Holdco, Centennial HoldCo; (Bii) if If the MRD Funds Group Principal Stockholders and their respective Affiliates collectively Beneficially Owns Own less than 35% but at least 15% of the outstanding shares of Common Stock, two nominees shall be designated by MRD Holdco, Centennial HoldCo; and (Ciii) if If the MRD Funds Group Principal Stockholders and their respective Affiliates collectively Beneficially Owns Own less than 15% but at least 5% of the outstanding shares of Common Stock, one nominee shall be designated by MRD Holdco, Centennial HoldCo. If the Principal Stockholders and (D) if the MRD Funds Group their respective Affiliates collectively Beneficially Owns Own less than 5% of the outstanding shares of Common Stock, MRD Holdco Centennial HoldCo shall not be entitled to designate a nominee. If, at any given time, directors are allocated among separate classesFor the avoidance of doubt, the MRD Holdco Directors shall be in different classes. (b) So long as rights granted to the MRD Funds Group collectively Beneficially Owns 15% or more of the outstanding shares of Common Stock, the Board shall include at least one MRD Holdco Director on each committee Principal Stockholders to designate members of the Board as designated by MRD Holdco (subject are additive to, and not intended to limit in any independence requirement imposed by law way, the rights that the Principal Stockholders or by any of their respective Affiliates may have to nominate, elect or remove directors under the rules Company’s certificate of any national securities exchange on which incorporation, bylaws or the Common Stock may be listed or traded). (c) Delaware General Corporation Law. The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), that taking all necessary corporate action to effectuate the above shall include (A) including the persons designated pursuant to this Section 2.2(a) in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors the persons designated pursuant to Section 2.2(adirectors, (B) nominating and to nominate and recommend recommending each such individual to be elected as a director as provided herein, and to solicit (C) soliciting proxies or consents in favor thereof. The Company is entitled to identify such individual as a MRD Holdco Centennial HoldCo Director pursuant to this Agreement. (b) At any given time the members of the Board are allocated among separate classes, the directors designated by Centennial HoldCo (the “Centennial HoldCo Directors”) shall be in different classes of directors. (c) So long as the Principal Stockholders and their respective Affiliates collectively Beneficially Own 15% or more of the outstanding shares of Common Stock, Centennial HoldCo will have the right to cause the Board to include at least one Centennial HoldCo Director on each committee of the Board as designated by Centennial HoldCo (subject to any independence requirement imposed by applicable law or by the applicable rules of any national securities exchange on which the Common Stock may be listed or traded). (d) So long as Centennial HoldCo is entitled to designate one or more nominees pursuant to Section 2.2(a), Centennial HoldCo shall have the right to remove a Centennial HoldCo Director (with or without cause), from time to time and at any time, from the Board, exercisable upon written notice to the Company, and the Company shall take all necessary corporate action, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to cause such removal. (e) In the event that a vacancy is created on the Board at any time by the death, disability, resignation or removal (whether by Centennial HoldCo or otherwise in accordance with the Company’s certificate of incorporation and bylaws, as either may be amended or restated from time to time) of a Centennial HoldCo Director, Centennial HoldCo shall be entitled to designate an individual to fill the vacancy so long as the total number of persons that will serve on the Board as designees of Centennial HoldCo following the filling of such vacancy will not exceed the total number of persons Centennial HoldCo is entitled to designate pursuant to Section 2.2(a) on the date of such replacement designation. The Company and the Principal Stockholders shall take all necessary corporate action, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to cause such replacement designee to become a member of the Board. (f) In the event that the number of members of the Board Centennial HoldCo has the right to designate pursuant to Section 2.2(a) shall be less than the current number of sitting Centennial HoldCo Directors, any such excess sitting Centennial HoldCo Director shall tender his or her resignation to the Board within 90 days thereafter.

Designees. (a) The Company, MRD Holdco and the WHR Stockholders parties hereto shall take all necessary corporate action, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), Necessary Action to cause the Board to include members designated as follows: (i) With respect to director nominees designated by MRD Holdco (“MRD Holdco Directors”) after During any time that the MRD Funds EnCap Group no longer owns a majority Beneficially Owns at least 50% of the outstanding shares Shares, a majority the directors of Common Stock, the Board shall be EnCap Directors; (Aii) if During any time that the MRD Funds EnCap Group Beneficially Owns less than 50% but at least 35% of the outstanding shares Shares, four of Common Stock, three nominees the directors of the Board shall be designated by MRD Holdco, EnCap Directors; (Biii) if During any time that the MRD Funds EnCap Group Beneficially Owns less than 35% but at least 1520% of the outstanding shares Shares, three of Common Stock, two nominees the directors of the Board shall be designated by MRD Holdco, EnCap Directors; (Civ) if During any time that the MRD Funds EnCap Group Beneficially Owns less than 1520% but at least 10% of the outstanding Shares, two of the directors of the Board shall be EnCap Directors; (v) During any time that the EnCap Group Beneficially Owns less than 10% but at least 5% of the outstanding shares of Common StockShares, one nominee of the directors of the Board shall be designated by MRD Holdco, and an EnCap Director; and (Dvi) if During any time that the MRD Funds EnCap Group Beneficially Owns less than 5% of the outstanding shares of Common StockShares, MRD Holdco the EnCap Funds shall not be entitled to designate a nominee. If, at any given time, directors are allocated among separate classes, the MRD Holdco Directors shall be in different classesnominee under this Agreement. (b) So long as For the MRD Funds Group collectively Beneficially Owns 15% or more avoidance of the outstanding shares of Common Stockdoubt, the Board shall include at least one MRD Holdco Director on each committee rights granted to the EnCap Funds to designate members of the Board as designated by MRD Holdco (subject are additive to, and not intended to limit in any independence requirement imposed by law way, the rights that any member of the EnCap Group may have to nominate, elect or by remove directors under the rules of any national securities exchange on which Company’s Operating Agreement or the Common Stock may be listed or traded)Delaware Limited Liability Company Act. (c) The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), that taking all Necessary Action to effectuate the above shall include (A) including the persons designated pursuant to this Section 2.1 in the slate of nominees recommended by the Board for election at any meeting of stockholders shareholders called for the purpose of electing directors the persons designated pursuant to Section 2.2(adirectors, (B) nominating and to nominate and recommend recommending each such individual to be elected as a director as provided herein, herein and to solicit (C) soliciting proxies or consents in favor thereof. The Company is entitled to identify such individual individual(s) as a MRD Holdco an EnCap Director pursuant to this Agreement. (d) In the event that the EnCap Funds have nominated fewer than the total number of designees it is entitled to nominate pursuant to Section 2.1(a), the EnCap Funds shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case the Company and the directors shall take all Necessary Action, to the fullest extent permitted by applicable law, to (x) enable the EnCap Funds to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board or otherwise, and (y) designate each such additional individual nominated by the EnCap Funds to fill such newly-created vacancies or to fill any other existing vacancies. (e) At any time the members of the Board are allocated among separate classes of directors, the EnCap Directors shall be in different classes of directors to the extent practicable and the EnCap Funds shall be permitted to designate the class or classes to which each EnCap Director shall be allocated. (f) The EnCap Funds shall have the right to remove any EnCap Director (with or without cause), from time to time and at any time, from the Board, exercisable upon written notice to the Company, and the Company shall take all Necessary Action to cause such removal, to the extent permitted by applicable law. (g) So long as the EnCap Group Beneficially Owns at least 25% of the outstanding Shares, the Company shall take all Necessary Action to cause any committee of the Board to include in its membership at least one EnCap Director (as selected by the EnCap Funds), except to the extent that such membership would violate applicable securities laws or stock exchange or stock market rules. (h) Nothing in this Section 2.1 shall be deemed to require that any party hereto, or any Affiliate thereof, act or be in violation of any applicable provision of law, regulation, legal duty or requirement or stock exchange or stock market rule of any national securities exchange upon which the Class A Shares are admitted to trading. (i) In the event that a vacancy is created on the Board at any time by the death, disability, resignation or removal (whether by the EnCap Funds or otherwise in accordance with the Company’s Operating Agreement, as may be amended or restated from time to time) of an EnCap Director, the EnCap Funds shall be entitled to designate an individual to fill the vacancy so long as the total number of persons that will serve on the Board as EnCap Directors immediately following the filling of such vacancy will not exceed the total number of persons that the EnCap Funds are entitled to designate pursuant to this Section 2.1 on the date of such replacement designation. The parties hereto shall take all Necessary Action to cause such replacement EnCap Director to become a member of the Board. (j) In the event the size of the Board is increased to more than 12 directors, the number of EnCap Directors permitted to be included on the Board pursuant to Section 2.1(a)(ii) through (v) following such increase shall be increased by one additional EnCap Director.

Designees. (a) The Company and the Principal Stockholders shall take all necessary corporate action, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to include in the slate of nominees to be recommended by the Board for election as director at each applicable annual or special meeting of stockholders at which directors are to be elected the following individuals: (i) if Kimmeridge and its Affiliates collectively Beneficially Own at least 20% of the outstanding shares of Common Stock, two nominees designated by Kimmeridge; (ii) if Kimmeridge and its Affiliates collectively Beneficially Own less than 20% but at least 10% of the outstanding shares of Common Stock, one nominee designated by Kimmeridge; (iii) if Rock Ridge and its Affiliates collectively Beneficially Own at least 10% of the outstanding shares of Common Stock, one nominee designated by Rock Ridge (the “Rock Ridge Director”); and (iv) if the Source Stockholders and their Affiliates collectively Beneficially Own at least 10% of the outstanding shares of Common Stock, one nominee designated by the Source Stockholders (the “Source Director”). If the applicable Principal Stockholder and its Affiliates collectively Beneficially Own less than the applicable percentage of the outstanding shares of Common Stock set forth in this Section 2.1(a), such Principal Stockholder shall not be entitled to designate a nominee. For the avoidance of doubt, the rights granted to the Principal Stockholders to designate nominees are additive to, and not intended to limit in any way, the rights that the Principal Stockholders or any of their respective Affiliates may have to nominate, elect or remove directors under the Company’s certificate of incorporation, bylaws or the Delaware General Corporation Law. The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), that taking all necessary corporate action to effectuate the above shall include (A) including the Persons designated pursuant to this Section 2.1(a) in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors, (B) nominating and recommending each such individual to be elected as a director as provided herein, and (C) soliciting proxies or consents in favor thereof. The Company is entitled to identify such individual as a Kimmeridge Director (as defined below), a Rock Ridge Director or a Source Director, as applicable, pursuant to this Agreement. (b) At any time the members of the Board are allocated among separate classes of directors, (i) the directors designated by Kimmeridge (the “Kimmeridge Directors”), if there is more than one Kimmeridge Director at such time, shall be in different classes of directors to the extent practicable and (ii) Kimmeridge shall be permitted to designate the class or classes to which each Kimmeridge Director shall be allocated. (c) So long as a Principal Stockholder is entitled to designate one or more nominees pursuant to Section 2.1(a), such Principal Stockholder shall have the right to remove any Principal Stockholder Director (with or without cause) appointed by such Principal Stockholder, from time to time and at any time, from the Board, exercisable upon written notice to the Company, MRD Holdco and the WHR Company shall take all necessary corporate action, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to cause such removal. (d) In the event that a vacancy is created on the Board at any time by the death, disability, resignation or removal (whether by a Principal Stockholder or otherwise in accordance with the Company’s certificate of incorporation and bylaws, as either may be amended or restated from time to time) of a Principal Stockholder Director, the Principal Stockholder entitled to appoint such Principal Stockholder Director shall be entitled to designate an individual to fill the vacancy so long as the total number of Persons that will serve on the Board as designees of such Principal Stockholder immediately following the filling of such vacancy will not exceed the total number of Persons that such Principal Stockholder is entitled to designate pursuant to Section 2.1(a) on the date of such replacement designation. The Company and the Principal Stockholders shall take all necessary corporate action, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to cause the Board such replacement designee to include members designated as follows: (i) With respect to director nominees designated by MRD Holdco (“MRD Holdco Directors”) after the MRD Funds Group no longer owns become a majority member of the outstanding shares of Common StockBoard. This Section 2.1(d) shall create an obligation between the Company and such Principal Stockholder and is not intended to constitute a voting agreement between Principal Stockholders, (Anor is such provision intended to create a “group” under Section 13(d) if the MRD Funds Group Beneficially Owns at least 35% of the outstanding shares Securities Exchange Act of Common Stock1934, three nominees shall be designated by MRD Holdco, (B) if the MRD Funds Group Beneficially Owns less than 35% but at least 15% of the outstanding shares of Common Stock, two nominees shall be designated by MRD Holdco, (C) if the MRD Funds Group Beneficially Owns less than 15% but at least 5% of the outstanding shares of Common Stock, one nominee shall be designated by MRD Holdco, and (D) if the MRD Funds Group Beneficially Owns less than 5% of the outstanding shares of Common Stock, MRD Holdco shall not be entitled to designate a nominee. If, at any given time, directors are allocated among separate classes, the MRD Holdco Directors shall be in different classesas amended. (b) So long as the MRD Funds Group collectively Beneficially Owns 15% or more of the outstanding shares of Common Stock, the Board shall include at least one MRD Holdco Director on each committee of the Board as designated by MRD Holdco (subject to any independence requirement imposed by law or by the rules of any national securities exchange on which the Common Stock may be listed or traded). (c) The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to include in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors the persons designated pursuant to Section 2.2(a) and to nominate and recommend each such individual to be elected as a director as provided herein, and to solicit proxies or consents in favor thereof. The Company is entitled to identify such individual as a MRD Holdco Director pursuant to this Agreement.