•] Shares DESERT PEAK MINERALS INC. Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 8th, 2021 • Desert Peak Minerals Inc. • Crude petroleum & natural gas • New York
The Lock-Up Period will commence on the date of this Lock-Up Agreement and continue and include the date that is 180 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 8th, 2021 • Desert Peak Minerals Inc. • Crude petroleum & natural gas • Delaware
This Registration Rights Agreement (this “Agreement”), dated as of , 2021, is entered into by and among Desert Peak 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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 8th, 2021 • Desert Peak Minerals Inc. • Crude petroleum & natural gas • Delaware
This Indemnification Agreement (“Agreement”) is made as of _______________, 2021 by and between Desert Peak Minerals Inc., a Delaware corporation (the “Company”), and _______________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
DESERT PEAK LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [•], 2021Limited Liability Company Agreement • October 8th, 2021 • Desert Peak Minerals Inc. • Crude petroleum & natural gas • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”), dated as of [•], 2021, is entered into by and among Desert Peak LLC, a Delaware limited liability company (the “Company”), and its Members (as defined herein).
AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF OCTOBER 8, 2021 AMONG KMF LAND, LLC, AS BORROWER, DPM HOLDCO, LLC, AS PARENT BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, ISSUING BANK AND SYNDICATION AGENT, BARCLAYS BANK PLC AND CAPITAL ONE,...Credit Agreement • October 8th, 2021 • Desert Peak Minerals Inc. • Crude petroleum & natural gas • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 8, 2021 is among: KMF Land, LLC, a Delaware limited liability company (the “Borrower”); DPM HoldCo, LLC, a Delaware limited liability company, as Parent (as defined below), each of the Lenders from time to time party hereto; Bank of America, N.A. (in its individual capacity, “Bank of America”), as Administrative Agent (as defined below) and as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the “Syndication Agent”); and Barclays Bank PLC and Capital One, National Association, as co-documentation agents for the Lenders (in such capacity, together with its successors in such capacity, the “Documentation Agents”).
FORM OF SERVICES AGREEMENTServices Agreement • October 8th, 2021 • Desert Peak Minerals Inc. • Crude petroleum & natural gas • Delaware
THIS SERVICES AGREEMENT (this “Agreement”) is made and entered into effective as of , 2021 (the “Effective Date”), by and between Desert Peak Minerals Inc., a Delaware corporation (the “Corporation”), Desert Peak LLC, a Delaware limited liability company (the “Company” and together with the Corporation, the “Service Recipients” and individually, a “Service Recipient”), on the one hand, and Kimmeridge Operations, LLC, a Delaware limited liability company (the “Service Provider”), on the other hand.
DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • October 8th, 2021 • Desert Peak Minerals Inc. • Crude petroleum & natural gas • Delaware
This DIRECTOR DESIGNATION AGREEMENT (this “Agreement”), dated as of , 2021, is entered into by and among Desert Peak Minerals Inc., a Delaware corporation (the “Company”), KMF DPM HoldCo, LLC, a Delaware limited liability company (“KMF Holdco”), Chambers DPM HoldCo, LLC, a Delaware limited liability company (“Chambers Holdco” and together with KMF Holdco, “Kimmeridge”), Rock Ridge Royalty Company LLC, a Delaware limited liability company (“Rock Ridge”), Source Energy Leasehold, LP, a Delaware limited partnership (“Source Leasehold”) and Permian Mineral Acquisitions, LP, a Delaware limited partnership (“Source Permian,” together with Source Leasehold, the “Source Stockholders” and collectively, with Kimmeridge, Rock Ridge and Source Leasehold, the “Principal Stockholders”).
MASTER REORGANIZATION AGREEMENTMaster Reorganization Agreement • October 8th, 2021 • Desert Peak Minerals Inc. • Crude petroleum & natural gas • Delaware
This Master Reorganization Agreement (this “Agreement”), dated as of [•], 2021 (the “Effective Date”), is entered into by and among Desert Peak LLC, a Delaware limited liability company (“Desert Peak LLC”), Desert Peak Minerals Inc., a Delaware corporation (“Desert Peak Minerals”), and DPM HoldCo, LLC, a Delaware limited liability company (“DPM HoldCo. Desert Peak LLC, Desert Peak Minerals, and DPM HoldCo are each individually referred to herein as a “Party” and collectively, the “Parties.”
