AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BRIGHAM MINERALS HOLDINGS, LLC DATED AS OF [●], 2019Limited Liability Company Agreement • March 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 [●], 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.
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
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”).
