14,500,000 Shares BRIGHAM MINERALS, INC. Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 22nd, 2019 • Brigham Minerals, Inc. • Crude petroleum & natural gas • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 22nd, 2019 • Brigham Minerals, Inc. • Crude petroleum & natural gas • Delaware
This Indemnification Agreement (“Agreement”) is made as of April 17, 2019 by and between Brigham Minerals, Inc., a Delaware corporation (the “Company”), and Ben M. Brigham (“Indemnitee”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 18th, 2019 • Brigham Minerals, Inc. • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of , 2019, by and among Brigham Minerals, Inc., a Delaware corporation (the “Company”), and each of the other parties listed on the signature pages hereto (the “Initial Holders” and, together with the Company, the “Parties”).
11,000,000 Shares BRIGHAM MINERALS, INC. Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 9th, 2019 • Brigham Minerals, Inc. • Crude petroleum & natural gas • New York
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BRIGHAM MINERALS HOLDINGS, LLC DATED AS OF APRIL 23, 2019Limited Liability Company Agreement • April 29th, 2019 • Brigham Minerals, Inc. • Crude petroleum & natural gas • Delaware
This Amended and Restated Limited Liability Company Agreement (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of April 23, 2019, by and among Brigham Minerals Holdings, LLC, a Delaware limited liability company (the “Company”), Brigham Minerals, Inc., a Delaware corporation (“PubCo”), Brigham Equity Holdings, LLC, a Delaware limited liability company (“Brigham Equity Holdings”), Warburg Pincus Energy (E&P) (Brigham), LLC, a Delaware limited liability company (“Managing Member Blocker”), and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 29th, 2022 • Brigham Minerals, Inc. • Crude petroleum & natural gas • New York
THIS CREDIT AGREEMENT is entered into effective as of May 16, 2019, among BRIGHAM RESOURCES, LLC, a Delaware limited liability company (“Borrower”), WELLS FARGO BANK, N.A., a national banking association, as administrative agent (in such capacity, together with its successors in such capacity, “Administrative Agent”) and as Letter of Credit Issuer, and the financial institutions from time to time party hereto as Banks.
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 26th, 2022 • Brigham Minerals, Inc. • Crude petroleum & natural gas • Delaware
This Indemnification Agreement (“Agreement”) is made as of January 20, 2022 by and between Brigham Minerals, Inc., a Delaware corporation (the “Company”), and Gayle Burleson (“Indemnitee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 12th, 2020 • Brigham Minerals, Inc. • Crude petroleum & natural gas • Delaware
This Indemnification Agreement (“Agreement”) is made as of August 11, 2020 by and between Brigham Minerals, Inc., a Delaware corporation (the “Company”), and A. Lance Langford (“Indemnitee”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 9th, 2022 • Brigham Minerals, Inc. • Crude petroleum & natural gas
THIS VOTING AND SUPPORT AGREEMENT, dated as of September 6, 2022 (the “Agreement”), between Sitio Royalties Corp., a Delaware corporation (“Parent”), BX Royal Aggregator LP, a Delaware limited partnership (“Royal Aggregator”) and Rock Ridge Royalty Company LLC, a Delaware limited liability company (“Rock Ridge” and together with Royal Aggregator, each, a “Holder” and together, the “Holders”), and Brigham Minerals, Inc., a Delaware corporation (the “Company”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BRIGHAM EQUITY HOLDINGS, LLC a Delaware limited liability company April 23, 2019Limited Liability Company Agreement • April 29th, 2019 • Brigham Minerals, Inc. • Crude petroleum & natural gas • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Brigham Equity Holdings, LLC, a Delaware limited liability company (the “Company”), is executed and agreed to as of April 23, 2019 (the “Effective Date”) by and among the Manager (as defined herein) and the Members (as defined herein) of the Company. Capitalized terms used herein shall have the meanings set forth in Article 2 unless otherwise defined herein.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 9th, 2022 • Brigham Minerals, Inc. • Crude petroleum & natural gas
THIS VOTING AND SUPPORT AGREEMENT, dated as of September 6, 2022 (the “Agreement”), between Sitio Royalties Corp., a Delaware corporation (“Parent”), Source Energy Leasehold, LP, a Delaware limited partnership (“SEL”) and Permian Mineral Acquisitions, LP, a Delaware limited partnership (“PMA” and together with SEL, each, a “Holder” and together, the “Holders”), and Brigham Minerals, Inc., a Delaware corporation (the “Company”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 9th, 2022 • Brigham Minerals, Inc. • Crude petroleum & natural gas
THIS VOTING AND SUPPORT AGREEMENT, dated as of September 6, 2022 (the “Agreement”), between Sitio Royalties Corp., a Delaware corporation (“Parent”), KMF DPM HoldCo, LLC (“KMF”), Chambers DPM HoldCo, LLC (“Chambers”, and together with KMF, collectively, the “Holders”), and Brigham Minerals, Inc., a Delaware corporation (the “Company”).
CONTRIBUTION AGREEMENTContribution Agreement • March 18th, 2019 • Brigham Minerals, Inc. • Crude petroleum & natural gas • Delaware
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 8th, 2022 • Brigham Minerals, Inc. • Crude petroleum & natural gas • Delaware
This Indemnification Agreement (“Agreement”) is made as of April 5, 2022 by and between Brigham Minerals, Inc., a Delaware corporation (the “Company”), and Ivan Gaidarov (“Indemnitee”).
4,366,209 Shares BRIGHAM MINERALS, INC. Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 16th, 2020 • Brigham Minerals, Inc. • Crude petroleum & natural gas • New York
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 28th, 2020 • Brigham Minerals, Inc. • Crude petroleum & natural gas • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”), dated February 25, 2020 (the “Second Amendment Effective Date”), is among BRIGHAM RESOURCES, LLC, a Delaware limited liability company (the “Borrower”); each of the undersigned guarantors, if any (the “Guarantors”, and together with the Borrower, the “Credit Parties”); each of the Banks party hereto; and WELLS FARGO BANK, N.A., as administrative agent for the Banks (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
Fourth Amendment to Credit AgreementCredit Agreement • December 17th, 2021 • Brigham Minerals, Inc. • Crude petroleum & natural gas • New York
This Fourth Amendment to Credit Agreement (this “Fourth Amendment”), dated December 15, 2021 (the “Fourth Amendment Effective Date”), is among Brigham Resources, LLC, a Delaware limited liability company (the “Borrower”); each of the undersigned guarantors, if any (the “Guarantors”, and together with the Borrower, the “Credit Parties”); each of the Banks (including each of the New Banks (as defined below)) party hereto; and Wells Fargo Bank, N.A., as administrative agent for the Banks (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 28th, 2020 • Brigham Minerals, Inc. • Crude petroleum & natural gas • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated November 7, 2019 (the “First Amendment Effective Date”), is among BRIGHAM RESOURCES, LLC, a Delaware limited liability company (the “Borrower”); each of the undersigned guarantors, if any (the “Guarantors”, and together with the Borrower, the “Credit Parties”); each of the Banks party hereto; and WELLS FARGO BANK, N.A., as administrative agent for the Banks (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
Third Amendment to Credit AgreementCredit Agreement • July 9th, 2021 • Brigham Minerals, Inc. • Crude petroleum & natural gas • New York
This Third Amendment to Credit Agreement (this “Third Amendment”), dated July 7, 2021 (the “Third Amendment Effective Date”), is among Brigham Resources, LLC, a Delaware limited liability company (the “Borrower”); each of the undersigned guarantors, if any (the “Guarantors”, and together with the Borrower, the “Credit Parties”); each of the Banks party hereto; and Wells Fargo Bank, N.A., as administrative agent for the Banks (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 29th, 2019 • Brigham Minerals, Inc. • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 23, 2019, by and among Brigham Minerals, Inc., a Delaware corporation (the “Company”), and each of the other parties listed on the signature pages hereto (the “Initial Holders” and, together with the Company, the “Parties”).
FIRST LIEN CREDIT AGREEMENT dated as of July 27, 2018 among BRIGHAM RESOURCES, LLC, as Holdings, BRIGHAM MINERALS, LLC, as Borrower, The Lenders and Issuing Banks Party Hereto and OWL ROCK CAPITAL CORPORATION as First Lien Administrative Agent and as...First Lien Credit Agreement • September 19th, 2018 • Brigham Minerals, Inc. • Crude petroleum & natural gas • New York
FIRST LIEN CREDIT AGREEMENT dated as of July 27, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among Brigham Resources, LLC, a Delaware limited liability company (“Initial Holdings”), Brigham Minerals, LLC a Delaware limited liability company (the “Borrower”), the Lenders and Issuing Banks party hereto, Owl Rock Capital Corporation (“Owl Rock”) as a Lender and Issuing Bank, and Owl Rock, as the First Lien Administrative Agent and the First Lien Collateral Agent.
December [______], 2022 Re: Retention Award[; COBRA] Dear [______]:Brigham Minerals, Inc. • December 23rd, 2022 • Crude petroleum & natural gas
As you may know, Brigham Minerals, Inc., a Delaware corporation (the “Company”) and Brigham Minerals Holdings, LLC, a Delaware limited liability company and subsidiary of the Company, entered into that certain Agreement and Plan of Merger (the “Merger Agreement”), dated September 6, 2022, with Sitio Royalties Corp., a Delaware corporation (“Sitio Royalties”), Sitio Royalties Operating Partnership, LP, a Delaware limited partnership and subsidiary of Sitio Royalties (“Opco LP”), Snapper Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Sitio Royalties (“New Parent”), Snapper Merger Sub IV, Inc., a Delaware corporation and wholly owned subsidiary of New Parent, Snapper Merger Sub V, Inc., a Delaware corporation and wholly owned subsidiary of New Parent (“Sitio Merger Sub”), and Snapper Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Opco LP (collectively, “Sitio”). The closing (the “Closing”) of the merger contemplated b
CONTRIBUTION AND DISTRIBUTION AGREEMENTContribution and Distribution Agreement • March 29th, 2019 • Brigham Minerals, Inc. • Crude petroleum & natural gas • Delaware
MASTER REORGANIZATION AGREEMENTMaster Reorganization Agreement • March 29th, 2019 • Brigham Minerals, Inc. • Crude petroleum & natural gas • Delaware
This Master Reorganization Agreement (this “Agreement”), dated as of [●], 2019 (the “Effective Date”), is entered into by and among Brigham Minerals Holdings, LLC, a Delaware limited liability company (“Brigham LLC”), Brigham Minerals, Inc., a Delaware corporation (“Brigham Inc.”), Brigham Equity Holdings, LLC, a Delaware limited liability company (“Brigham Equity Holdings”), Brigham Resources, LLC, a Delaware limited liability company and wholly owned subsidiary of Brigham LLC (“Brigham Resources”), Brigham Minerals, LLC, a Delaware limited liability company and wholly owned subsidiary of Brigham Resources (“Brigham Minerals”), Brigham Parent Holdings, L.P., a Delaware limited partnership (“Brigham Parent”), Warburg Pincus Private Equity (E&P) XI (Brigham), LLC, a Delaware limited liability company (“Brigham Private Equity”), Warburg Pincus Energy (E&P) (Brigham) LLC, a Delaware limited liability company (the “WPE Main Brigham Blocker”), WP Energy Partners (E&P) (Brigham), LLC, a Dela
CONTRIBUTION AND DISTRIBUTION AGREEMENTContribution and Distribution Agreement • April 29th, 2019 • Brigham Minerals, Inc. • Crude petroleum & natural gas • Delaware
This Contribution and Distribution Agreement (this “Agreement”) is made and entered as of April 23, 2019 (the “Effective Date”) by and among:
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • April 29th, 2019 • Brigham Minerals, Inc. • Crude petroleum & natural gas • Delaware
This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of April 23, 2019, is entered into by and among Brigham Minerals, Inc., a Delaware corporation (the “Company”), the stockholders identified on the signature pages hereto, and any other persons signatory hereto from time to time (collectively, the “Principal Stockholders”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG BRIGHAM MINERALS, INC., PRINCIPLE ENERGY, LLC AND REGAL PETROLEUM LLC (D/B/A REGAL ROYALTY, LLC)Registration Rights Agreement • December 17th, 2021 • Brigham Minerals, Inc. • Crude petroleum & natural gas • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 15, 2021 by and among Brigham Minerals, Inc., a Delaware corporation (“Brigham”), and the stockholders from time to time party to this Agreement.
MASTER REORGANIZATION AGREEMENTMaster Reorganization Agreement • April 22nd, 2019 • Brigham Minerals, Inc. • Crude petroleum & natural gas • Delaware
This Master Reorganization Agreement (this “Agreement”), dated as of April 17, 2019 (the “Effective Date”), is entered into by and among Brigham Minerals Holdings, LLC, a Delaware limited liability company (“Brigham LLC”), Brigham Minerals, Inc., a Delaware corporation (“Brigham Inc.”), Brigham Equity Holdings, LLC, a Delaware limited liability company (“Brigham Equity Holdings”), Brigham Resources, LLC, a Delaware limited liability company and wholly owned subsidiary of Brigham LLC (“Brigham Resources”), Brigham Minerals, LLC, a Delaware limited liability company and wholly owned subsidiary of Brigham Resources (“Brigham Minerals”), Brigham Parent Holdings, L.P., a Delaware limited partnership (“Brigham Parent”), Warburg Pincus Private Equity (E&P) XI (Brigham), LLC, a Delaware limited liability company (“Brigham Private Equity”), Warburg Pincus Energy (E&P) (Brigham) LLC, a Delaware limited liability company (the “WPE Main Brigham Blocker”), WP Energy Partners (E&P) (Brigham), LLC, a
BRIGHAM MINERALS, INC. FORM OF RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • April 23rd, 2019 • Brigham Minerals, Inc. • Crude petroleum & natural gas • Delaware
This Restricted Stock Agreement (this “Agreement”) is made and entered into as of the Date of Grant by and between Brigham Minerals, Inc., a Delaware corporation (the “Company”), and you.
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • March 29th, 2019 • Brigham Minerals, Inc. • Crude petroleum & natural gas • Delaware
This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of [●], 2019, is entered into by and among Brigham Minerals, Inc., a Delaware corporation (the “Company”), the stockholders identified on the signature pages hereto, and any other persons signatory hereto from time to time (collectively, the “Principal Stockholders”).
11,000,000 Shares BRIGHAM MINERALS, INC. Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 16th, 2019 • Brigham Minerals, Inc. • Crude petroleum & natural gas • New York
