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As filed with the Securities and Exchange Commission on May 26, 2026.
Registration No. 333-295743
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
WhiteHawk Income Corporation
(Exact name of registrant as specified in its charter)*
* WhiteHawk Income Corporation to be renamed WhiteHawk Minerals Corp. in connection with the consummation of this offering.
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Delaware |
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1311 |
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88-0862160 |
(State or Other Jurisdiction of
Incorporation or Organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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2000 Market Street, Suite 910
Philadelphia, PA 19103
(610) 484-3412
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Daniel Herz
Chief
Executive Officer
2000 Market Street, Suite 910
Philadelphia, PA 19103
(610) 484-3412
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
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Ryan J. Maierson
Christopher D. Lueking
Nick S. Dhesi
Latham & Watkins LLP
811 Main Street, Suite 3700
Houston, TX 77002
(713) 546-5400 |
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Barrie Hananel
General Counsel
2000 Market Street, Suite 910
Philadelphia, PA 19103
(610) 484-3412 |
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Douglas E. McWilliams
Thomas G. Zentner
Alexandra M. Lewis
Vinson & Elkins L.L.P.
845 Texas Avenue, Suite 4700
Houston, TX 77002
(713) 758-2222
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Approximate date of commencement of proposed sale to the public : As soon as practicable after the effective date of this Registration
Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration
statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or
sale is not permitted. PRELIMINARY PROSPECTUS Subject to Completion, Dated May 26, 2026. WhiteHawk Income Corporation (to be renamed WhiteHawk Minerals Corp.) 6,925,000 Shares Class A Common Stock This is the initial public offering of
shares of our Class A common stock. We are offering 6,925,000 shares of our Class A common stock. Prior to this offering, there has been no public market for our common stock. The initial public offering price of our common stock is
expected to be between $25.00 and $27.00 per share. We have applied to list our common stock on the New York Stock Exchange (“NYSE”) under the symbol “WHK.” We intend to change our corporate name to WhiteHawk Minerals Corp.
in connection with the closing of this offering. See “Prospectus Summary—Summary of the Transactions” and “Our Organizational Structure.” To the extent that the underwriters sell more than 6,925,000 shares of common
stock, the underwriters have the option to purchase, exercisable within 30 days from the date of this prospectus, up to an additional 1,038,750 shares from us at the public offering price, less underwriting discounts and commissions. Upon
consummation of this offering, we will be a holding company in an organizational structure commonly referred to as an umbrella partnership-C-corporation (or “Up-C”) structure, and our principal assets will consist of (i) direct
ownership of 85.6% of the common units (“OpCo Interests”) of WhiteHawk Income Operating Partnership L.P. (“WhiteHawk OpCo”) (or approximately 86.1% of the OpCo Interests if the underwriters exercise in full their option to
purchase additional shares of Class A common stock), which entitle us to a corresponding percentage ownership of the common economic interest in WhiteHawk OpCo (based on outstanding OpCo Interests and excluding Series B preferred units), and
(ii) all of the member interests of WhiteHawk Income OP GP LLC (“OP GP”), the sole general partner of WhiteHawk OpCo, which entitles us to control the business and affairs of WhiteHawk OpCo. See “Risk Factors—Risks Related to
Our Organizational Structure.” We will operate and control all of the business and affairs of WhiteHawk OpCo and its direct and indirect subsidiaries, and conduct our business through WhiteHawk OpCo. In addition, we will own all of the
Series B preferred units of WhiteHawk OpCo. Following this offering, we will have two series of authorized common stock: shares of Class A common stock, having one vote per share and economic rights, and shares of Class B common
stock, having one vote per share and no economic rights. Holders of Class A and Class B common stock will vote together as a single class on all matters to be presented to our shareholders for their vote or approval, except as otherwise
required by applicable law or our Bylaws (as defined herein). Our outstanding Class A common stock and Class B common stock will represent approximately 85.6% and 14.4%, respectively, of the total voting power of our outstanding Common
Stock immediately following this offering, assuming no exercise of the underwriters’ option to purchase additional shares of Class A common stock. See “Description of Capital Stock” and “Our Organizational
Structure.” We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, we have elected to take advantage of certain reduced public company
reporting requirements for this prospectus and future filings. See “Risk Factors” and “Prospectus Summary—Emerging Growth Company.” Investing in our Class A common stock involves risks. See “Risk Factors”
starting on page 37. Price to Public Underwriting Discounts and Commissions(1) Proceeds to Issuer Per Share $ $ $ Total $ $ $ (1) See “Underwriting” for
additional information regarding underwriter compensation. Certain funds and accounts managed by Horizon Kinetics Asset Management LLC and certain accounts advised by T. Rowe Price Investment Management, Inc. severally and not jointly,
(collectively, the “cornerstone investors”), have indicated an interest in purchasing up to an aggregate of $74 million of shares of Class A common stock offered hereby at the public offering price and on the same terms as the other
shares of Class A common stock being offered hereby. The shares of Class A common stock to be purchased by the cornerstone investors will not be subject to a lock-up agreement with the underwriters. However, because indications of interest
are not binding agreements or commitments to purchase, the cornerstone investors may determine to purchase more, less or no shares in this offering or the underwriters may determine to sell more, less or no shares to the cornerstone investors. The
underwriters will receive the same discount on any shares of our Class A common stock purchased by the cornerstone investors as they will from any other shares sold to the public. At our request, the underwriters will reserve up to 5% of the
Class A shares for sale at the public offering price through a directed share program to certain individuals associated with us. See “Underwriting—Directed Share Program.” Delivery of the shares of Class A common stock will be made
on or about , 2026. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense. Joint Lead Bookrunners Raymond James Stifel J.P. Morgan Bookrunning Managers Stephens Inc. Capital One Securities Co-Manager Tuohy Brothers Prospectus dated
, 2026
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Building the Premier Natural Gas Mineral
Company APPALACHIA HAYNESVILLE EQTANTE RORAN GECNX EXPAND OTHER EXPAND MITS UBIS HI COM STOCK TRINITY TOKYO GAS OTHER APPALACHIA & HAYNESVILLE MAP 8,700+ gross undeveloped locations 10,000+ producing wells ~13% exposure to all 2025 U.S. dry gas
production 8 large acquisitions since inception 3.4MM+ gross DSU acre position 2025 PRODUCTION EXPOSURE BY OPERATOR 86452-044 07May26 20:02 Page 3
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TABLE OF CONTENTS
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ABOUT THIS PROSPECTUS
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PROSPECTUS SUMMARY
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RISK FACTORS
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
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OUR ORGANIZATIONAL STRUCTURE
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USE OF PROCEEDS
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DIVIDEND POLICY
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CAPITALIZATION
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DILUTION
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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL
INFORMATION
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
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BUSINESS
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MANAGEMENT
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EXECUTIVE AND DIRECTOR COMPENSATION
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PRINCIPAL STOCKHOLDERS
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
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DESCRIPTION OF MATERIAL INDEBTEDNESS
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DESCRIPTION OF CAPITAL STOCK
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SHARES ELIGIBLE FOR FUTURE SALE
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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF COMMON STOCK
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UNDERWRITING
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LEGAL MATTERS
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EXPERTS
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CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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WHERE YOU CAN FIND MORE INFORMATION
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INDEX TO FINANCIAL STATEMENTS
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F-1 |
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ANNEX A – GLOSSARY OF NATURAL GAS AND OIL TERMS
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A-1 |
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You should rely only on the information contained in this prospectus or in any free writing prospectus we may specifically authorize to be delivered or made
available to you. Neither we nor any of the underwriters (or any of our or their respective affiliates) have authorized anyone to provide any information or to make any representations other than those contained in this prospectus, any amendment or
supplement to this prospectus or in any free writing prospectus prepared by us or on our behalf or to which we have referred you. Neither we nor the underwriters (or any of our or their respective affiliates) take any responsibility for, and can
provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares of Class A common stock offered hereby, but only under circumstances and in jurisdictions where
it is lawful to do so. You should assume that the information contained in this prospectus or any free writing prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or the time of any
sale of shares of our Class A common stock. Our business, financial condition, results of operations and prospects may have changed since that date.
For investors outside the United States: Neither we nor any of the underwriters have done anything that would permit this offering or possession or
distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and
observe any restrictions relating to, the offering of the shares of our Class A common stock and the distribution of this prospectus outside of the United States.
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Through and including , 2026 (25 days after the date of this prospectus), all
dealers effecting transactions in our Class A common stock, whether or not participating in this offering, may be required to deliver a prospectus. This requirement is in addition to the dealers’ obligation to deliver a prospectus when acting
as an underwriter and with respect to an unsold allotment or subscription.
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ABOUT THIS PROSPECTUS
Organizational Structure
In connection with the closing
of this offering, we will undertake certain organizational transactions to reorganize our corporate structure. Unless otherwise stated or the context otherwise requires, all information in this prospectus reflects the consummation of the
organizational transactions described in the section titled “Our Organizational Structure” and this offering, and the application of the proceeds therefrom, which we refer to collectively as the “Transactions.” Additionally,
unless otherwise indicated, share amounts in this prospectus reflecting the consummation of the Transactions do not give effect to OpCo Interests or shares of our Class B common stock that may be issued as a part of the Earnout Amount (as defined
herein), as more fully described in the section titled “Certain Relationships and Related Party Transactions—Internalization—Earnout.”
See “Our Organizational Structure” for a diagram depicting our organizational structure after giving effect to the Transactions, including this
offering.
Certain Definitions
As used in this
prospectus, unless the context otherwise requires, references to:
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“Contribution Agreement” refers to the contribution agreement we will enter into with WhiteHawk OpCo,
the Management Contributor, and ManagementCo, to effectuate the acquisition of ManagementCo, our current external manager, by WhiteHawk OpCo (the “Internalization”).
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“Continuing Equity Owners” refers (i) prior to the distribution by the Management Contributor of the
OpCo Interests and shares of Class B common stock received by the Management Contributor in the Internalization, to the Management Contributor, and (ii) following such distribution, to the direct and indirect owners of the Management Contributor who
become holders of OpCo Interests (together with a corresponding number of shares of Class B common stock) upon such distribution, which distribution will occur after the first anniversary of the closing of this offering pursuant to the terms of the
Contribution Agreement, at which time such holders will execute a joinder to the OpCo Agreement (the Continuing Equity Owners referred to in this prong (ii) may also be referred to herein as the “Subsequent Continuing Equity Owners”).
The Subsequent Continuing Equity Owners will be (a) Daniel Herz, our Chief Executive Officer and President, (b) PhiCap Advisors, LLC (of which Jeffrey Slotterback, our Chief Financial Officer, and Michael Downs, our Chief Operating
Officer, are members), (c) Matthew Heinlein, our Vice President, Head of Corporate Development & Strategy, (d) BCA-WHE, LLC (an entity controlled by Jeffery Smith, one of our directors), (e) Omega Capital Partners, LP and
(f) Wayne Cooperman. See “Principal Stockholders.” Following the consummation of such distribution and execution of such joinder, the Subsequent Continuing Equity Owners may exchange at each of their respective options, in whole or
in part from time to time, their OpCo Interests (together with a corresponding number of shares of Class B common stock), for, at our election (determined solely by our independent directors (within the meaning of the NYSE rules) who are
disinterested), cash or newly-issued shares of our Class A common stock as described in “Certain Relationships and Related Party Transactions—OpCo Agreement—Agreement in Effect Upon Consummation of the Transactions.”
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“Exchange” or “NYSE” refers to the New York Stock Exchange.
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“Legacy Common Stock Investors” refers, collectively, to the holders of shares of Class A common
stock, par value $0.0001 per share, Class I common stock, par value $0.0001 per share, and Class T common stock, par value $0.0001 per share, but excludes Continuing Equity Owners.
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“OpCo Interests” refers to the common units of WhiteHawk Income Operating Partnership L.P., including
those that we purchase with the net proceeds from this offering.
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“Management Contributor” refers to WhiteHawk Minerals LLC.
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“OpCo Agreement” refers, as applicable, to WhiteHawk OpCo’s amended and restated limited
partnership agreement, as currently in effect, or to the amended and restated limited partnership agreement effective immediately prior to the consummation of this offering, and as such agreement may thereafter be amended and/or restated.
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“Transactions” refers to the organizational transactions described in the section titled “Our
Organizational Structure” and this offering, and the application of the net proceeds therefrom.
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“we,” “us,” “our,” the “Company,” “WhiteHawk,” and
similar references refer to, prior to this offering, WhiteHawk Income Corporation, and after this offering, WhiteHawk Minerals Corp., and, unless otherwise stated, in each case, all of its direct and indirect subsidiaries, including OP GP and
WhiteHawk OpCo.
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We are a holding company and the sole member of WhiteHawk Income OP GP LLC (“OP GP”), the sole general
partner of WhiteHawk OpCo. As the sole member of OP GP, we control the business and affairs of WhiteHawk OpCo.
Presentation of Financial Results
WhiteHawk Income Corporation (“WhiteHawk,” the “Company,” “we,” “us” and “our”) was formed
in February 2022. On June 23, 2025, pursuant to that certain Agreement and Plan of Merger, dated as of May 8, 2025 (the “PHX Merger Agreement”), by and among WhiteHawk Acquisition, Inc., a Delaware corporation and wholly owned
subsidiary of the Company (“WH Acquisition Corp.”), WhiteHawk Merger Sub, Inc., a Delaware corporation (“Merger Sub” and, together with WH Acquisition Corp., the “Company Parties”) and PHX Minerals, Inc.
(“PHX”), the Company Parties fully acquired all of the issued and outstanding shares of PHX’s common stock (the “PHX Acquisition”). On March 31, 2025, the Company purchased mineral and royalty interests in the
Marcellus Shale (the “Three Rivers Royalty Acquisition” or the “TRR Acquisition”) from Three Rivers Royalty, LLC (the “TRR Seller”). Prior to the Three Rivers Royalty Acquisition, the TRR Seller was a wholly owned
subsidiary of San Jacinto Minerals I, LLC (“SJM”).
This prospectus includes historical consolidated financial information of the Company and
its subsidiaries for the years ended December 31, 2025 (as restated) and 2024 and for the three months ended March 31, 2026 and 2025. This prospectus also includes historical financial information of PHX for the years ended December 31,
2024 and 2023 and the three months ended March 31, 2025 and 2024, as well as the carve-out financial statement information of the TRR Seller for the years ended December 31, 2024 and 2023. Historical
financial and operating information is not indicative of the results that may be expected in any future periods. For more information, please see the historical consolidated financial statements and related notes thereto included elsewhere in this
prospectus. Unless otherwise indicated, the historical financial information presented in this prospectus represents the historical data and information of WhiteHawk, without giving effect to the PHX Acquisition for periods prior to June 23,
2025, the Three Rivers Royalty Acquisition for periods prior to March 31, 2025, the Transactions or other adjustments.
This prospectus also includes
certain unaudited pro forma financial information. See “Unaudited Pro Forma Condensed Consolidated Combined Financial Information.” As used herein, except as noted in this prospectus, the term “pro forma” when used with
respect to any financial data, refers to the historical data of WhiteHawk, as adjusted after giving effect to (i) the PHX Acquisition, (ii) the Three Rivers Royalty Acquisition and (iii) the Transactions. Pro forma financial data for
the year ended December 31, 2025 gives effect to the PHX Acquisition, the Three Rivers Royalty Acquisition and the Transactions as if each had been consummated on January 1, 2025. Pro forma financial data for the three months ended March
31, 2026 gives effect to the Transactions as if each had been consummated on January 1, 2026. Pro forma financial data as of March 31, 2026 gives effect to the Transactions as if they had been consummated on March 31, 2026. Pro forma financial
data contains certain reclassification adjustments to conform the historical PHX financial statement presentation and the historical TRR Seller financial statement presentation to the Company’s financial statement presentation.
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The pro forma data is presented for illustrative purposes only and should not be relied upon as an indication of the financial condition or the operating results that would have been achieved if
the PHX Acquisition, the Three Rivers Royalty Acquisition and the Transactions had taken place on the specified dates. Future results may vary significantly from the results reflected in such pro forma financial data and should not be relied on as
an indication of future results.
Certain monetary amounts, percentages and other figures included in this prospectus have been subject to rounding
adjustments. Percentage amounts included in this prospectus have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this prospectus may
vary from those obtained by performing the same calculations using the figures in our consolidated financial statements included elsewhere in this prospectus. Certain other amounts that appear in this prospectus may not sum due to rounding.
Restatement
On April 22, 2026, we concluded that our
audited consolidated financial statements for the fiscal year ended December 31, 2025 could no longer be relied upon as a result of certain material accounting errors identified by management subsequent to the issuance of our audited consolidated
financial statements as of and for the fiscal year ended December 31, 2025. Accordingly, the audited consolidated financial statements as of and for the fiscal year ended December 31, 2025 included elsewhere in this prospectus were restated by the
Company in order to reflect the correction of the identified errors (the “Misstatements”) related to (i) the recording of management fees and (ii) the misclassification of pre-closing date and post-effective date monies received related
to acquisitions (the “Restatement”). For additional information, see “Note 3, Restatement of Financial Statements” to our audited consolidated financial statements as of and for the fiscal year ended December 31, 2025
included elsewhere in this prospectus and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Internal Controls and Procedures—Material Weaknesses in Internal Control over Financial
Reporting.”
Control Considerations
Although
management did not, and was not required to, conduct a formal assessment of internal control over financial reporting as of December 31, 2025, as a result of the Misstatements and the Restatement, the Company identified certain material weaknesses
in its internal control over financial reporting. As a result of these material weaknesses in internal control over financial reporting, our disclosure controls and procedures were not effective at a reasonable assurance level as of December 31,
2025. Management expects to implement changes to strengthen our internal controls and remediate the material weaknesses. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Internal Controls
and Procedures—Material Weaknesses in Internal Control over Financial Reporting” for additional information related to the material weaknesses in internal control over financial reporting and our related remediation activities. See
“Risk Factors—Risks Related to Our Business—We recently restated our audited consolidated financial statements as of and for the fiscal year ended December 31, 2025 to correct material accounting errors and have identified material
weaknesses in our internal control over financial reporting.”
Reserves Estimates and Acreage Presentation
Unless otherwise indicated, operating and reserve information of the Company presented herein does not give effect to the PHX Acquisition or the Three Rivers
Royalty Acquisition for the periods prior to the date of such transactions. We provide estimates of our proved reserves in this prospectus as of December 31, 2025 and 2024 based on SEC pricing, meaning the unweighted first day of the month
arithmetic average price of natural gas and oil over the 12 months prior to the determination date. The estimates of our proved reserves as of December 31, 2025 were prepared by Cawley, Gillespie & Associates (“CG&A”),
independent petroleum engineers. The estimates of our proved reserves as of December 31, 2024 have been prepared by Schaper Energy Consulting, LLC (“Schaper Energy”), independent petroleum engineers. We refer to Schaper Energy and
CG&A as our
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“reserve engineers.” Summaries of their reports are included as exhibits to the registration statement of which this prospectus forms a part. We refer to such reports herein as
“our reserve reports.” The estimates of PHX’s proved reserves as of December 31, 2024 were prepared by CG&A, PHX’s independent petroleum engineer. The estimates of the proved reserves of the TRR Seller as of
December 31, 2024 have been prepared by Ryder Scott Company, L.P. (“Ryder Scott”), the TRR Seller’s independent petroleum engineer, at the request of SJM as part of their audit process. For additional information regarding
our, PHX’s and TRR Seller’s reserves estimates as of December 31, 2025 and 2024, see “Business—Natural Gas, NGL and Oil Data.”
In this prospectus, references to gross DSU acres include both actual and theoretical DSUs. Theoretical DSUs are drilling spacing units that have not yet been
formally established but are internally delineated by our engineering and land teams based on operator unitization practices, development patterns in the surrounding area and our reasonable assumptions regarding future well development.
Non-GAAP Financial Measures
This prospectus contains certain financial measures that are not required by or prepared in accordance with generally accepted accounting principles
(“GAAP”), including Adjusted EBITDA and Cash Available for Distribution (and their pro forma counterparts). We refer to these measures as “non-GAAP financial measures.” See
“Prospectus Summary—Summary Historical and Pro Forma Condensed Consolidated Financial and Other Data—Non-GAAP Financial Measures” for our definitions of these non-GAAP financial measures, information about how and why we use these non-GAAP financial measures and a reconciliation of each of these
non-GAAP financial measures to its most directly comparable financial measure calculated in accordance with GAAP.
Trademarks and Trade Names
We own or have rights to
various trademarks, service marks and trade names that we use in connection with the operation of our business. This prospectus may also contain trademarks, service marks and trade names of third parties, which are the property of their respective
owners. Our use or display of third parties’ trademarks, service marks, trade names or products in this prospectus is not intended to, and does not imply, a relationship with us or an endorsement or sponsorship by or of us. Solely for
convenience, the trademarks, service marks and trade names referred to in this prospectus may appear without the TM, SM or ® symbols, but such references are not intended to indicate, in any
way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, service marks and trade names.
Industry and Market Data
The market data and certain
other statistical information used throughout this prospectus are based on independent industry publications, government publications and other published independent sources. These sources include reports entitled: Electric Power Monthly, dated
December 2025, (the “EIA Electric Monthly”), Short-Term Energy Outlook, dated December 2025 (the “EIA Short-Term Energy Outlook”), Natural Gas Annual, dated December 2025 (the “EIA Natural Gas Annual”), the
Liquefied Natural Gas Monthly, dated December 2025 (the “EIA Natural Gas Monthly”), the Annual Report of Domestic Oil and Gas Reserves, U.S. Crude Oil and Natural Gas Proved Reserves, Year-end
2023, dated December 2025 (the “EIA Reserve Report”), Liquefied U.S. Natural Gas Exports, dated December 2025 (the “EIA Natural Gas Exports”), U.S. Liquefaction Capacity, dated December 2025 (the “EIA Liquefaction
Report”), by the Energy Information Administration (the “EIA”), a report entitled 2024 Statistical Review of World Energy (the “World Energy Report”) by the Energy Institute, FactSet International LNG Pricing, dated
January 2025 (the “International LNG Report”), FactSet Spot Price, dated December 2025 (the “Spot Price Report”) and Upstream Outlook, dated December 2025 (the “Upstream Outlook Report”) by FactSet, as well as
data and analytics derived from Enverus Prism ® , dated December 31, 2025 (the “Enverus Data”). Although we believe these third-party sources are reliable as of their respective
dates, neither we nor the underwriters have independently verified the accuracy or completeness of this information. Some data is also based on our good faith estimates. The industry in which we operate is subject
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to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled “Risk Factors.” These and other factors could cause results to
differ materially from those expressed in these publications.
Additionally, this prospectus includes industry and market data and forecasts that we
obtained from internal company surveys, publicly available information and industry publications and surveys. Our internal research and forecasts are based on management’s understanding of industry conditions, and such information has not been
verified by independent sources. Industry publications and surveys generally state that the information contained therein has been obtained from sources believed to be reliable.
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PROSPECTUS SUMMARY
This summary highlights certain significant aspects of our business and this offering. This is a summary of information contained elsewhere in this
prospectus, is not complete and does not contain all of the information that you should consider before making your investment decision. You should carefully read the entire prospectus, including the information presented under the sections entitled
“Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” and the consolidated financial statements and related notes thereto, before making an investment decision. This summary contains forward-looking
statements that involve risks and uncertainties. Unless the context requires otherwise, references to “our company,” “we,” “us,” “our,” and “WhiteHawk” refer to WhiteHawk Income Corporation
and its direct and indirect subsidiaries on a consolidated basis prior to this offering, and WhiteHawk Minerals Corp. and its direct and indirect subsidiaries on a consolidated basis following this offering. This prospectus includes certain terms
commonly used in the natural gas and oil industry, which are defined elsewhere in this prospectus in the “Glossary of Natural Gas and Oil Terms” contained in Annex A to this prospectus.
The estimates of our proved reserves as of December 31, 2025 have been prepared by CG&A, our independent reserve engineers. CG&A’s report is
included as an exhibit to the registration statement of which this prospectus forms a part. The estimates of our proved reserves as of December 31, 2024 have been prepared by Schaper Energy, our independent reserve engineers. Schaper
Energy’s report is included as an exhibit to the registration statement of which this prospectus forms a part. The estimates of PHX’s (as defined herein) proved reserves as of December 31, 2024 have been prepared by CG&A,
PHX’s independent reserve engineers. CG&A’s report is included as an exhibit to the registration statement of which this prospectus forms a part. The estimates of the TRR Seller’s proved reserves as of December 31, 2024
have been prepared by Ryder Scott Company, L.P. (“Ryder Scott”), the TRR Seller’s independent reserve engineers. Ryder Scott’s report is included as an exhibit to this registration statement of which this prospectus forms a
part.
Our Company
WhiteHawk is focused on being
the premier natural gas mineral and royalty business in the United States. We are committed to delivering cash flow and total returns to our investors through the disciplined acquisition, active management and ownership of high-quality mineral and
royalty interests. Our assets are concentrated in the Marcellus and Haynesville Shales, which are located in the Appalachian and Haynesville Basins, which are among the most productive and lowest-cost U.S. natural gas basins. 1 Upon completion of the offering, we will own the largest, high-quality publicly traded natural gas mineral portfolio in the United States. 2 As a
mineral and royalty business, we do not pay any drilling-related capital expenditures and only minimal operating expenses on our properties. This results in a high-margin business and allows us to distribute a meaningful portion of our cash flow to
investors, while providing them with potential for significant capital appreciation over time.
As of March 31, 2026, our portfolio spans
approximately 3.4 million gross DSU acres, including 1.6 million gross DSU acres across the Appalachian and Haynesville Basins and represents an economic interest in approximately 13% 3
of all natural gas produced in the United States as of December 31, 2025. Further, we have more than 10,900 producing wells and more than 8,000 remaining identified undeveloped locations as of December 31, 2025. The Appalachian and Haynesville
Basins form the core of U.S. natural gas production and are among the most prolific energy-producing regions globally. If measured against sovereign nations, the Appalachian Basin would rank as the world’s second-largest natural gas producer,
with daily production of
1 |
EIA Short-Term Energy Outlook; Enverus Data.
|
2 |
Based upon management’s review of public filings with the SEC, excluding those companies which either
derive a majority of their revenue from oil or are oil and NGL weighted in production.
|
3 |
Enverus Data.
|
1
Table of Contents
approximately 33 Bcf/d, and the Haynesville Basin would rank eighth with daily production of approximately 13 Bcf/d. 4 In 2025, the Appalachian
and Haynesville Basins together accounted for more than 50% 5 of total U.S. dry gas production, providing the foundation of domestic natural gas supply and export growth. Our mineral interests are
concentrated in the core of these premier natural gas regions and offer long-term participation in two of the largest, most active and lowest-cost natural gas weighted basins in the United
States. 6
WhiteHawk’s mineral interests are developed by many of the largest, most active and
well-capitalized natural gas operators in the United States, including EQT (NYSE: EQT), Range Resources (NYSE: RRC), CNX Resources (NYSE: CNX), Antero Resources (NYSE: AR), Expand Energy (NASDAQ: EXE), Comstock Resources (NYSE: CRK) and Aethon
Energy. In 2025, approximately 18% 7 of all wells drilled in the Appalachian and Haynesville Basins were located on acreage in which we hold royalty interests. Our significant footprint across both
basins provides alignment and scale with these premier operators. In 2025, EQT was the largest natural gas producer in the Appalachian Basin, and Expand Energy was the largest producer in the Haynesville Basin. 8 In the same year, approximately 49% of EQT’s Appalachian production and 57% of Expand Energy’s Haynesville production were sourced from acreage in which we hold royalty interests. 9 Because our mineral interests are concentrated within these operators’ active and planned development areas, we can benefit directly from their scale, financial strength and efficiency. Our
exposure to leading operators enables us to gain from their continuous development across commodity cycles and provides a resilient base for predictable cash flow growth.
Leveraging our scale and position alongside leading operators, we believe we are well positioned to capitalize on two powerful natural gas demand catalysts:
artificial intelligence (“AI”) driven electricity demand growth and expanding U.S. liquefied natural gas (“LNG”) exports. Natural gas remains the most reliable, scalable and cost-effective source of baseload power and
accounted for approximately 41% 10 of total U.S. electricity generation in 2025. The rapid buildout of AI and cloud-computing infrastructure is projected to create additional demand for natural gas-fired power generation, with a management-estimated 7.8 Bcf/d of total natural gas demand associated with new power plants expected to be constructed by
2031, 11 largely within WhiteHawk’s Appalachian Basin footprint. In addition to an increase in domestic demand, global demand for U.S. natural gas is expected to further accelerate through
LNG export growth. The EIA projects the United States will nearly double its LNG export capacity from approximately 17 Bcf/d 12 in 2025 to nearly 34 Bcf/d by 2031 13 as European and Asian buyers seek to diversify supply and reduce exposure to higher regional benchmark prices. The Haynesville Basin’s proximity and pipeline connectivity to the Gulf Coast LNG
corridor position our mineral interests to benefit directly from this expansion in export capacity and feed-gas demand. Together, accelerating power demand from AI and the continued buildout of LNG export
capacity, inclusive of announced projects, are expected to drive a structural step-change in U.S. natural gas demand—driving roughly a 38% 14 increase in combined demand by 2031 compared to
2025 levels. WhiteHawk believes it offers public investors direct equity exposure to the powerful tailwinds of AI-driven power demand and expanding U.S. LNG exports without drilling-related capital
expenditures.
WhiteHawk is led by one of the most experienced and acquisitive management teams in the minerals and royalties sector. Collectively,
our leadership has more than 125 years of industry experience and has completed
4 |
World Energy Report.
|
5 |
EIA Short-Term Energy Outlook.
|
6 |
Enverus Data.
|
7 |
Enverus Data.
|
8 |
Enverus Data.
|
9 |
Enverus Data.
|
10 |
EIA Electric Monthly.
|
11 |
Assumes 1 gigawatt of capacity equates to 154 mmcf/d of natural gas demand.
|
12 |
EIA Natural Gas Exports.
|
13 |
EIA Electric Monthly. Includes current operating and under construction projects only.
|
14 |
EIA Natural Gas Monthly.
|
2
Table of Contents
over $31 billion of energy transactions across the upstream, midstream, and minerals and royalty value chain. Members of our team previously served as senior executives or founders of Atlas
Energy (NYSE: ATLS), Atlas Pipeline Partners (NYSE: APL) and Falcon Minerals Corporation (NASDAQ: FLMN), each of which were successful public companies that generated substantial shareholder value through disciplined growth, accretive acquisitions
and strategic monetizations.
Since its inception, WhiteHawk has completed eight large acquisitions, making it the most active acquirer of natural gas
mineral and royalty properties in the United States. 15 More importantly, these acquisitions have been highly accretive to shareholders and have resulted in approximately 38% 16 cash-on-cash return to our initial investors through 49 months of consecutive cash dividend payments, plus an
additional 41% increase in shareholder value through three share dividends through March 31, 2026. We continue to execute a focused consolidation strategy in a fragmented market, targeting accretive acquisitions to expand scale, enhance returns and
extend development visibility. Our ability to consistently source, evaluate and close accretive transactions ahead of broader market consolidation underscores WhiteHawk’s leadership as a focused, data-driven consolidator with a proven track
record of value creation.
Our History
We were
founded in 2022 with a clear mission to build the premier natural gas minerals and royalty platform. Our thesis was that natural gas minerals and royalties represent one of the most efficient and resilient ways to participate in the energy value
chain, combining high-margin cash yield with exposure to long-term macro tailwinds in U.S. natural gas demand.
We began executing on a strategy to
consolidate high-quality, core-basin mineral and royalty assets from institutional and private equity owners. We identified an estimated $3 – $5 billion of natural gas minerals and royalties in the Appalachian and Haynesville Basins that
were held by private equity funds nearing the end of their investment cycles and fund lives with few buyers of scale in the market. This imbalance created an attractive entry point to acquire premium assets at compelling valuations. WhiteHawk was
created to capitalize on this opportunity, bringing technical expertise, public market experience and fresh capital to a fragmented sector.
In addition
to our strategic acquisitions of larger, consolidated natural gas mineral packages, we launched a dedicated “ground game” in 2025 that has become an important component of our growth strategy. This approach builds on a meaningful track
record, including at Falcon Minerals Corporation, where our team successfully executed more than 30 acquisitions through a similar strategy. Leveraging significant in-house land and engineering expertise alongside an established network of regional
brokers, we seek to efficiently source and underwrite smaller-scale opportunities that we believe are highly accretive. Since December 2025, we have completed 14 such transactions totaling approximately $39.7 million. We expect the ground game to
remain a component of our acquisition strategy, with the goal of adding scale consistent with our existing portfolio quality.
This opportunity may be
enhanced by the fragmentation across our existing asset base. With an average net revenue interest of approximately 0.51% across our DSUs as of March 31, 2026 and an average royalty rate of approximately 17% as of December 31, 2025, we
believe there is more than 33 times our current ownership potentially available for acquisition within our existing footprint.
15 |
Enverus Data.
|
16 |
Reflects a cash-on-cash return
to our initial investors whose share price did not include any selling commissions on investment. Returns to our initial investors whose share price included selling commissions on investment resulted in cash-on-cash returns of approximately 35%.
|
3
Table of Contents
As of March 31, 2026, WhiteHawk has accumulated natural gas mineral and royalty assets across
approximately 3.4 million gross DSU acres focused primarily on the Appalachian and Haynesville Basins. Since our inception in 2022, WhiteHawk has made eight acquisitions and through March 31, 2026 has paid more than 49 consecutive monthly cash
dividends, representing approximately 38% 17 cash-on-cash return to our initial investors, plus an additional 41% increase in shareholder value through three share dividends.
The figure below summarizes our acquisition history with respect to acquired net royalty acres on an
8/8 th basis (“NRAs”).
Members of our management team were some of the early pioneers in the Marcellus Shale and, prior to the formation of
WhiteHawk, collectively drilled some of the first horizontal wells in the Marcellus Shale. With over 20 years of Appalachian Basin-specific experience, our land and engineering teams specialize in identifying and acquiring high-quality land assets
that underpin valuable, long-term mineral and royalty interests. This technical capability, combined with our extensive history of operating in Appalachia, proprietary deal sourcing, and data-driven analysis, allows WhiteHawk to efficiently
negotiate and close transactions while maintaining disciplined capital allocation. In addition to utilizing technical analysis, we strive to acquire mineral and royalty interests in properties with top-tier
E&P operators. We seek E&P operators that are well-capitalized, have a strong operational track record, and we believe will continue to increase production through the application of the latest drilling and completion techniques across our
mineral and royalty interests, and have demonstrated resilience through commodity cycles.
The U.S. natural gas minerals and royalties market remains
highly fragmented with many private owners and few scaled aggregators. This structural fragmentation presents a significant opportunity for continued consolidation. WhiteHawk is one of the few active, large mineral buyers focused exclusively on
natural gas. Upon completion of this offering, WhiteHawk will be the only public natural gas mineral and royalty company with meaningful, scaled exposure to the Appalachian and Haynesville Basins, allowing WhiteHawk to capitalize on this fragmented
market. 18 We intend to leverage our position to pursue disciplined, accretive acquisitions that enhance portfolio quality, expand our footprint in premier basins, and drive sustainable growth in
cash flow and shareholder returns over time.
17 |
Reflects a cash-on-cash return
to our initial investors whose share price did not include any selling commissions on investment. Returns to our initial investors whose share price included selling commissions on investment resulted in cash-on-cash returns of approximately 35%.
|
18 |
Based upon management’s review of public filings with the SEC, excluding those companies which either
derive a majority of their revenue from oil or are oil and NGL weighted in production.
|
4
Table of Contents
Natural Gas Industry and Future Development
Natural gas is the largest source of U.S. electricity generation and a cornerstone of global energy supply, accounting for approximately 41% 19 of total domestic power output in 2025. U.S. natural gas demand has the potential to increase from 107 Bcf/d in 2025 to approximately 148 Bcf/d by 2031, supported by structural growth across LNG
exports, power generation expansion, rising electricity demand from data centers and AI, and advanced manufacturing. 20
U.S. LNG export capacity could expand to around 45 Bcf/d by 2031, supported by approximately 34 Bcf/d currently operating or under construction and an
additional 11 Bcf/d of capacity announced but not currently under construction 21 . If all export capacity is active by 2031, this would represent a 28% increase in natural gas demand over 2025
levels from LNG exports alone. The continued growth in LNG exports is expected to position the United States as the world’s leading supplier of natural gas to Europe and Asia as international buyers seek secure, competitively priced and
transparent alternatives to oil-indexed or regional benchmarks.
The figure below illustrates estimated
liquefaction capacity for existing, under construction and announced projects as of December 2025:
Note: Liquefaction Capacity reflects Peak Nameplate Capacity. Commercial Operation includes commissioned projects.
Source: EIA Liquefaction Report.
Additionally, as of December 2025, WhiteHawk has identified 21 publicly announced new or planned natural gas power
plants in close proximity to WhiteHawk’s Appalachia mineral position, which are estimated to generate natural gas demand of approximately 7.8 Bcf/d by 2031. 22
19 |
EIA Electric Monthly.
|
20 |
Management estimated based on EIA Short-Term Energy Outlook.
|
21 |
EIA Liquefaction Report as supplemented by management’s review of recently announced facilities.
|
22 |
Assumes 1 gigawatt of capacity equates to 154 mmcf/d of natural gas demand.
|
5
Table of Contents
In addition to the growing LNG export demand, the accelerated buildout of AI and cloud-computing
infrastructure is creating a new and durable source of electricity demand, much of which is expected to be met by natural gas-fired power generation due to its reliability, scalability and relatively favorable
carbon intensity.
WhiteHawk’s mineral position in the Appalachian Basin lies in close proximity to major data center growth corridors across
Virginia, Ohio and Pennsylvania, where WhiteHawk has identified, as of December 2025, publicly announced 28 new data centers representing what management estimates will generate 3.3 Bcf/d of incremental natural gas demand, of which approximately 1.7
Bcf/d is under construction or has achieved FID and approximately 1.6 Bcf/d is in pre-FID and announced stages. 23
Together, these structural demand drivers are expected to sustain drilling and development activity on WhiteHawk’s mineral acreage for years to come.
With concentrated exposure to some of the most productive natural gas basins in the United States, we believe our mineral and royalty portfolio is well positioned to deliver stable production growth, increase royalty income and durable cash flow,
and grow dividends and net asset value per share over the long term.
Our Focus on Key Gas Basins
WhiteHawk’s assets are concentrated in the Appalachian Basin and Haynesville Basin, which collectively represent the core of U.S. natural gas production.
Each region combines substantial resource depth, high-quality operators, and access to major infrastructure and end-markets.
Appalachian Basin (Pennsylvania / West Virginia / Ohio)
The Appalachian Basin, located primarily in Pennsylvania, West Virginia and Ohio, constitutes the largest and most prolific natural gas basin in the United
States and a critical source of future global natural gas supply, as of December 2025. 24 The basin’s scale, consistent reservoir quality and access to infrastructure have made it a
cornerstone of U.S. natural gas production and a key driver of the nation’s transition toward cleaner, lower-carbon energy. The Appalachian Basin’s importance to future natural gas growth is underpinned by its vast remaining resource
potential and direct connectivity to both domestic and international demand. The basin benefits from an extensive network of gathering, processing and long-haul pipeline infrastructure that links production to major population centers and growing
data center markets in the Northeast, Midwest and Northern Virginia, as well as to LNG export markets along the Gulf Coast. Continued expansion of southbound takeaway capacity and LNG facilities is expected to reinforce the region’s role as a
primary growth engine for U.S. natural gas supply over the next decade.
In the Appalachian Basin, the Marcellus Shale has transformed the United States
from a net importer to a net exporter of natural gas over the past 20 years. During 2025, it accounted for roughly one-third of total U.S. dry gas production, producing at some of the lowest breakeven costs in
the United States. 25 Exceptional pressure regimes, thick, laterally continuous pay zones and modern completion techniques allow operators to achieve recoveries and sustained productivity that rank
among the highest in the industry. 26 The Utica Shale provides additional stacked-pay potential that enhances the economic life and development diversity of
the basin and already accounted for 8% of total U.S. natural gas production in 2025. 27
As of March
31, 2026, WhiteHawk’s interests cover approximately 975,000 gross DSU acres across Southwest Pennsylvania and Northern West Virginia, operated by leading Appalachian Basin producers, including EQT,
23 |
Assumes 1 gigawatt of capacity equates to 154 mmcf/d of natural gas demand.
|
24 |
EIA Short-Term Energy Outlook.
|
25 |
EIA Short-Term Energy Outlook.
|
26 |
Enverus Data.
|
27 |
EIA Short-Term Energy Outlook.
|
6
Table of Contents
Range Resources, CNX Resources and Antero Resources. These operators possess deep drilling inventories, strong balance sheets and a proven track record of disciplined development. Throughout 2024
and 2025, approximately 47% of wells turned in line by these operators in the Appalachian Basin were drilled on our acreage. 28
The Appalachian Basin forms the foundation of WhiteHawk’s asset base and provides investors with exposure to a region positioned to remain a highly
productive source of low-cost, scalable natural gas for the U.S. and global markets for decades to come.
Haynesville Basin (East Texas / North Louisiana)
The Haynesville Basin, located in East Texas and North Louisiana, is one of the largest and most productive natural gas plays in the United States and a
cornerstone of future U.S. supply growth. The basin’s combination of exceptional reservoir quality, proximity to demand centers and direct access to the Gulf Coast has positioned it as a critical source of feed gas for the rapidly expanding
LNG export market.
Strategically located within 150 miles of the Gulf Coast, the Haynesville Basin provides a direct and cost-advantaged connection
between prolific supply and fast-growing global demand. It is estimated that nearly all existing and planned U.S. LNG export terminals—including Sabine Pass, Cameron, Golden Pass, Port Arthur and Plaquemines—source a substantial portion
of their feed gas from the Haynesville Basin. This geographic alignment ensures that the basin will remain a key driver of U.S. natural gas export growth for decades as global markets seek cheaper, reliable sources of natural gas and lower-carbon
alternatives to coal and oil.
Since its renewed development in 2017, the Haynesville Basin has delivered steady volume growth supported by
high-deliverability wells and low full-cycle development costs. 29 The basin is characterized by over pressured, laterally extensive shale formations that yield high initial production rates and
long-lived reserves. 30 Continued advances in lateral lengths, completion designs and multi-well pad efficiencies have enhanced recoveries and reduced breakeven costs, making the Haynesville Basin
one of the most economically viable sources of natural gas in the world. In addition to the Haynesville Shale, our acreage also benefits from additional resources from the Cotton Valley and Mid-Bossier
formations, which together produced approximately 3.2% 31 of U.S. natural gas production in 2025.
As
of March 31, 2026, WhiteHawk’s Haynesville interests cover approximately 600,000 gross DSU acres across East Texas and North Louisiana, operated by leading producers such as Expand Energy, Comstock Resources and Aethon Energy. These
operators are among the most active and technically proficient in the basin, each maintaining multi-year drilling inventories and robust infrastructure connectivity.
The Haynesville Basin represents another cornerstone of WhiteHawk’s portfolio, providing exposure to one of the highest-margin,
infrastructure-advantaged gas plays in the United States. Its proximity to LNG export facilities, industrial corridors and petrochemical complexes along the Gulf Coast positions the basin—and WhiteHawk’s assets within it—at the
center of the next phase of global natural gas demand growth.
Mid-Con Region (Anadarko Basin, Oklahoma)
The Mid-Con region, anchored by the Anadarko Basin in Oklahoma and extending into portions of Texas, Arkansas and
Kansas, is one of the most historically productive and geologically diverse hydrocarbon basins in the United States. The region has been a major contributor to U.S. natural gas and liquids supply for nearly a century and remains a critical source of
stable production, infrastructure access and development optionality.
28 |
Enverus Data.
|
29 |
EIA Short-Term Energy Outlook.
|
30 |
Upstream Outlook Report.
|
31 |
Enverus Data.
|
7
Table of Contents
With its combination of legacy production, existing infrastructure and ongoing technical innovation, the
Anadarko Basin continues to play an important role in maintaining domestic supply reliability and supporting industrial and power-generation demand across the central United States. The basin’s multi-zone potential and moderate development
costs have led to renewed operator activity, as natural gas demand expands through LNG exports and increasing AI-driven electricity demand. 32
The Anadarko Basin is characterized by multiple geological formations—including the SCOOP (South Central Oklahoma Oil Province), STACK (Sooner Trend
Anadarko Basin Canadian and Kingfisher counties), Woodford Shale and Cherokee Shale, which together provide exposure to both dry gas and liquids-rich zones. These intervals offer extensive development potential through established drilling and
completion techniques, allowing operators to target high-return projects across varying commodity price environments. The basin’s mature gathering, processing and takeaway infrastructure ensures efficient market access to the Gulf Coast,
Midwest and Mid-Con gas hubs.
As of March 31, 2026, WhiteHawk’s
Mid-Con position spans approximately 1.7 million gross DSU acres across the SCOOP, STACK and Arkoma plays, operated by established and well-capitalized producers such as Continental Resources and Devon
Energy (NYSE: DVN). These operators maintain deep, de-risked inventories and continue to optimize recovery through longer laterals, tighter spacing and improved completion designs.
Our Mineral and Royalty Interests
Nature of Our
Mineral and Royalty Interests
WhiteHawk’s portfolio consists primarily of producing and undeveloped mineral and royalty interests in the
Appalachian Basin, Haynesville Basin and Mid-Con region that provide the right to receive a share of production revenue from the sale of natural gas, natural gas liquids (“NGLs”) and oil produced
by third-party operators. These interests include fee mineral ownership, non-participating royalty interests and overriding royalty interests.
We own two types of interests: mineral and royalty interests and non-operating working interests. Of the mineral and
royalty interests, we own three types: mineral interests, non-participating royalty interests (“NPRIs”) and overriding royalty interests (“ORRIs”). For the three months ended
March 31, 2026, our mineral and royalty interests accounted for approximately 98% of our royalty revenues and our non-operating working interests accounted for approximately 2% of our royalty revenues. For the year ended December 31, 2025,
our mineral and royalty interests accounted for approximately 99% of our royalty revenues and our non-operating working interests accounted for approximately 1% of our royalty revenues. Each of these
interests have different rights and obligations as further described below:
|
|
|
Mineral Interests: Mineral interests are perpetual real property interests rights of the owner to exploit,
mine and/or produce the minerals lying below the surface of the property. When we lease our mineral interests to third-party operators, we retain a royalty interest—the ongoing right to a portion of the revenue from any oil or gas later
produced—and receive a one-time payment known as a lease bonus. Typically, the resulting royalty interest is a cost-free percentage of production revenues for minerals extracted from the acreage. Holders
of royalty interests are generally not responsible for capital expenditures or lease operating expenses but may be responsible for certain post-production expenses and typically have limited environmental liability. While mineral interests are
usually perpetual, gas and oil leases have a set term. Therefore, if drilling stops or no production occurs during that term, the lease ends, and the mineral owner is free to lease the rights again to another party and receive another lease bonus.
Royalty interests expire upon the expiration of the gas and oil lease, but the mineral interests would be retained. Mineral interests represented approximately 92% of our mineral and royalty interests as of March 31, 2026.
|
32 |
Enverus Data.
|
8
Table of Contents
|
|
|
Non-Participating Royalty Interest . A NPRI has the same
characteristics as a standard royalty interest except that the term “non-participating” indicates that the interest owner has the right to participate in the execution of gas and oil leases but
does not share in the bonus or rentals from a gas and oil lease. NPRIs represented approximately 3% of our mineral and royalty interests as of March 31, 2026.
|
|
|
|
Overriding Royalty Interest . ORRIs are created by carving out the right to receive royalties from a
working interest. Like royalty interests, ORRIs do not confer an obligation to make capital expenditures or pay for lease operating expenses and have limited environmental liability; however, ORRIs may be calculated net of post-production expenses,
depending on how the ORRI is structured. ORRIs that are carved out of working interests are linked to the same underlying gas and oil lease that created the working interest and, therefore, ORRIs are typically subject to expiration upon the
expiration or termination of the underlying gas and oil lease. ORRIs represented approximately 5% of our mineral and royalty interests as of March 31, 2026.
|
|
|
|
Non-Operating Working Interest. In addition to our mineral
and royalty interests, we own certain non-operating working interests acquired in connection with the PHX Acquisition. Non-operating working interest holders have the right to extract minerals from acreage
leased pursuant to a gas and oil lease from a mineral interest holder. Holders of working interests are responsible for their pro rata share of capital expenditures and lease operating expenses, but holders of working interests only receive
revenues after distributions have first been made to holders of royalty interests and ORRIs. Working interests expire upon the termination or expiration of the underlying gas and oil lease. As of March 31, 2026, our non-operating working
interest portfolio consisted of 437 gross (18.1 net) wells located exclusively in the Mid-Con region and accounted for approximately 2% of our royalty revenues. These non-operating working interests represented approximately 7% of our total proved
reserves as of December 31, 2025, 4% of our total production for the three months ended March 31, 2026 and 3% of our total production for the year ended December 31, 2025.
|
The following table presents information as of March 31, 2026 about our mineral and royalty interest acreage by the resource plays we consider most
material to our current and future business and accounted for approximately 98% and 99% of our royalty revenue for the three months ended March 31, 2026 and the year ended December 31, 2025, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Mineral
Acres |
|
|
Average
Royalty
Rate |
|
|
NRA
100%
Basis
(Mineral
Interest) (2) |
|
|
NRA
100%
Basis
(ORRIs) (2) |
|
|
NRA
100%
Basis
(NPRIs) (2) |
|
|
Total
NRAs
100%
Basis (2) |
|
|
NRA
(1/8 th
Basis) |
|
|
Gross
DSU
Acres |
|
|
Implied
Average
Net
Revenue
Interest
Across
DSUs (1) |
|
Appalachian Basin
|
|
|
20,286 |
|
|
|
16 |
% |
|
|
3,226 |
|
|
|
232 |
|
|
|
578 |
|
|
|
4,035 |
|
|
|
32,277 |
|
|
|
975,000 |
|
|
|
0.41 |
% |
Haynesville Basin
|
|
|
5,943 |
|
|
|
21 |
% |
|
|
1,248 |
|
|
|
60 |
|
|
|
— |
|
|
|
1,308 |
|
|
|
10,464 |
|
|
|
600,000 |
|
|
|
0.22 |
% |
Mid-Continent Region
|
|
|
63,256 |
|
|
|
17 |
% |
|
|
10,564 |
|
|
|
487 |
|
|
|
— |
|
|
|
11,051 |
|
|
|
88,406 |
|
|
|
1,700,000 |
|
|
|
0.65 |
% |
Other
|
|
|
6,041 |
|
|
|
16 |
% |
|
|
954 |
|
|
|
0 |
|
|
|
— |
|
|
|
955 |
|
|
|
7,638 |
|
|
|
150,000 |
|
|
|
0.64 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
95,526 |
|
|
|
17 |
% |
|
|
15,992 |
|
|
|
779 |
|
|
|
578 |
|
|
|
17,348 |
|
|
|
138,785 |
|
|
|
3,425,000 |
|
|
|
0.51 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Calculated as total net royalty acres divided by gross DSU acres.
|
(2) |
Within the mineral and royalty industry, ownership is typically standardized to NRAs to compare portfolios on an
equivalent basis. NRAs are adjusted either to a 1/8 royalty (12.5%) standardized basis or to a 100% royalty equivalent.
|
As of March 31,
2026, our interest covered approximately 3.4 million gross DSU acres and, as of December 31, 2025, more than 10,900 producing wells. As of December 31, 2025 we held an economic interest in 13% of total U.S. natural gas production and
in 2025 we had an interest in 18% of new wells drilled in the Appalachian and Haynesville
9
Table of Contents
Basins. 33 As of December 31, 2025, the estimated proved natural gas, NGL and crude oil reserves attributable to our interest are 86%
natural gas, 10% NGLs and 4% crude oil, with $293,690 thousand of PV-10. Of these proved reserves, 98% were classified as PD reserves and 2% were classified as undeveloped reserves. For the year ended December 31, 2025, the average net
daily production associated with our portfolio was 50,351 Mcfe/d, consisting of 45,442 Mcf/d of natural gas, 577 Bbls/d of NGLs and 241 Bbls/d of oil and on a pro forma basis, average net daily production of 67,255 Mcfe/d, consisting of 59,621
Mcf/d of natural gas, 790 Bbls/d of NGLs and 483 Bbls/d of oil. For the three months ended March 31, 2026, the average net daily production associated with our portfolio was 64,270 Mcfe/d, consisting of 56,812 Mcf/d of natural gas, 784 Bbls/d
of NGLs and 459 Bbls/d of oil.
We earn most of our revenues through a steady stream of royalties and lease bonuses, all tied to the success of gas and
oil production on our acreage. We differ from traditional upstream gas and oil companies as we, and any other royalty interest owner, do not pay for nor operate wells. All of the costs and risks involved in finding, drilling and maintaining wells
are borne by the working interest owners. Royalty interest owners generally are only responsible for certain taxes tied to production, such as severance and property taxes, and fees related to transportation or marketing of gas and oil.
Because we do not pay for drilling or bear the risks of dry holes or operational setbacks, we typically enjoy much higher operating margins compared to our
third-party operators. Our business model is more capital-light, focusing on management and acquisition of various mineral and royalty interests, rather than the direct, costly development capital necessary for the extraction of resources. This
gives us a recurring income stream with less variability in free cash flow than the traditional exploration and production business.
As an active
consolidator of mineral and royalty interests, WhiteHawk works closely with third-party operators throughout the lifecycle of each asset—from negotiating and optimizing lease terms at inception, to confirming timely in-pay status as wells are drilled and completed and continuously validating that we receive the correct revenue interest over the life of the well. This engagement has supported improved royalty terms, more
favorable pricing provisions, and reduced post-production deductions, enhancing realized revenues and long-term returns.
WhiteHawk’s mineral and
royalty ownership model allows the Company to generate stable, capital-efficient cash flow from producing assets while maintaining organic growth potential through the continued development of its undeveloped mineral position without the need to pay
for associated drilling capital expenditures. Over time, we have reinvested proceeds from lease bonuses and free cash flow from our assets to expand our footprint in the most economically attractive natural gas basins in the United States while
maintaining a conservative balance sheet and disciplined capital strategy.
The following table provides information regarding our gross and net locations
by region or basin based on technical parameters as of December 31, 2025. For additional information with respect to our gross and net locations, please see the section titled “Business—Natural Gas, NGL and Oil Data.”
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Undeveloped Location Count (1) |
|
|
Net Undeveloped
Location Count (4) |
|
|
Average Lateral
Length |
|
Region / Basin
|
|
Included in Proved
Reserves (2) |
|
|
Other
Locations (3) |
|
|
Total |
|
|
Total |
|
|
(feet) |
|
Appalachian Basin
|
|
|
229 |
|
|
|
2,563 |
|
|
|
2,792 |
|
|
|
8.7 |
|
|
|
13,246 |
|
Haynesville Basin
|
|
|
94 |
|
|
|
1,487 |
|
|
|
1,581 |
|
|
|
3.1 |
|
|
|
9,267 |
|
Mid-Continent Basin (5)
|
|
|
86 |
|
|
|
3,866 |
|
|
|
3,952 |
|
|
|
14.1 |
|
|
|
9,314 |
|
Other (6)
|
|
|
21 |
|
|
|
437 |
|
|
|
458 |
|
|
|
2.1 |
|
|
|
9,864 |
|
(1) |
Numbers of gross well locations may vary based on actual lateral lengths drilled by operators.
|
(2) |
Includes Proved Undeveloped locations included as part of CG&A’s reserve report dated March 13,
2026 with respect to the Company’s proved reserves as of December 31, 2025. Includes WIPs and permits as defined by management.
|
33 |
Enverus Data.
|
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Table of Contents
(3) |
Includes locations not included as part of CG&A’s reserve report dated March 13, 2026 with respect to
the Company’s proved reserves as of December 31, 2025; however, such locations have been audited and approved by CG&A. Includes other undeveloped locations, as defined by management.
|
(4) |
Reflects management’s estimated net revenue interest multiplied by Total Gross Undeveloped Locations as
audited by CG&A.
|
(5) |
Includes locations in the SCOOP, STACK, Cherokee, Arkoma and Fayetteville.
|
(6) |
Includes locations in the Bakken.
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Key Operators
We strive to acquire mineral and royalty
interests in properties with top-tier E&P operators that are well capitalized, have a strong operational track record and that we believe will continue to increase production through the application of the
latest drilling and completion techniques. Our royalty interests are developed and operated by many of the highest-quality natural gas producers in the United States. The graphs below highlight the portion of production from top operators captured
on our position across each region in 2025: 34
Collectively, in 2025, these 14 operators listed above controlled more than 79% of WhiteHawk’s leased acreage and
represented the leading producers in the Appalachian Basin, Haynesville Basin and Mid-Con region. Their scale, balance-sheet strength and technological capabilities enhance recovery efficiency, reduce
breakeven costs and provide reliable long-term development of our mineral interests—directly supporting our ability to pay sustainable dividends to our investors.
Strengths
We believe that the following competitive
strengths will allow us to successfully capitalize on our market opportunities, execute our business strategies, and achieve our primary business objectives:
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Premier, large-scale natural gas mineral and royalty company in America’s most productive gas basins.
We have assembled one of the largest pure-play natural gas mineral and royalty portfolios in the United States, spanning approximately 3.4 million gross DSU acres as of March 31, 2026 and providing exposure to more than 10,900
producing wells as of December 31, 2025. Our acreage is concentrated in the Appalachian and Haynesville Basins, two of the most productive and lowest-cost sources of natural gas in the United States, which together accounted for more than 50%
of total U.S. dry gas production 35 in 2025, 81% of our royalty revenue in 2025 and 80% of our royalty revenue for the three months ended March 31, 2026. These basins feature thick, laterally
continuous shale intervals, high-pressure reservoirs, and well-developed gathering and long-haul pipeline infrastructure that enable some of the lowest breakeven development economics in the United States. The fact that 11% and 33% 36 of Appalachian and Haynesville Basin wells, respectively, were drilled on our acreage in 2025, is indicative that our assets are located in the core development areas of these premier gas plays.
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34 |
Enverus Data. Percentages exceed 100% due to rounding.
|
35 |
EIA Short-Term Energy Outlook.
|
36 |
Enverus Data.
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11
Table of Contents
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We believe our proximity to the core development areas of these basins will provide long-term visibility into drilling activity and sustained royalty cash flow through consistent operator
investments and stacked play potential.
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|
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High-margin, capital-light business model. WhiteHawk’s business model is designed to
generate substantial cash flow as our mineral and royalty interests have no drilling capital expenditure requirements and minimal operating costs. Our mineral and royalty interests allow us to capture the economic benefits of natural gas development
without bearing the capital risk or inflationary cost pressures typical of traditional E&P companies because we do not incur drilling, completion, lease operating expenses, or plugging and abandonment obligations at the end of a well’s
productive life. This capital-light model enables us to convert a significant portion of our revenue directly into free cash flow. Our recurring costs are limited primarily to production taxes, gathering, processing, and transportation expenses, and
modest general and administrative overhead.
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|
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High-quality assets supported by top-tier operators with visible
development activity . Our mineral interests are operated by leading, well-capitalized E&P companies in some of the most productive and economically attractive natural gas basins in the United States. In 2025, the Appalachian Basin
accounted for approximately 38% of the total U.S. natural gas production, 37 with WhiteHawk’s acreage operated by premier producers including EQT, Antero Resources, Range Resources and CNX
Resources. Combined, these operators accounted for approximately 96% of our royalty revenue in the Appalachian Basin in 2025 and approximately 97% of our royalty revenue in the Appalachian Basin for the three months ended March 31, 2026. The
Haynesville Basin contributed approximately 15% of total U.S. natural gas production in 2025, 38 with WhiteHawk’s acreage operated by premier producers including Expand Energy, Comstock
Resources and Aethon Energy. Combined, these operators accounted for approximately 58% of our royalty revenue in the Haynesville Basin for 2025 and approximately 52% of our royalty revenue in the Haynesville Basin for the three months ended
March 31, 2026. As of December 31, 2025, our portfolio includes nearly 430 wells in progress (“WIPs”) and permitted locations, and more than 8,000 remaining identified undeveloped locations. We believe this embedded
inventory provides a visible, multi-year growth runway that requires no additional capital investment from us. Our exposure to operators with strong balance sheets, basin-leading drilling productivity, and disciplined capital programs is designed to
enhance the stability of our production base and support long-term royalty cash flow generation.
|
|
|
|
Capturing value from AI-driven electricity demand growth.
We are positioned to benefit from the accelerating rise in electricity demand driven by AI and data center expansion, much of which is expected to be met by natural gas. Natural gas is the primary fuel for U.S. power generation accounting for
approximately 41% 39 of total electricity output in 2025. In line with this trend, our Appalachian Basin acreage is located near 21 publicly announced new or planned natural
gas fired power plants representing what management estimates to be approximately 7.8 Bcf/d of total natural gas demand associated with new power plants expected by 2031. 40 The ongoing expansion
of AI-driven and digital-infrastructure power needs is expected to support long-term natural gas consumption and price stability, encouraging sustained operator investment and development activity on our
mineral acreage and providing predictable recurring cash flows that can be distributed to investors.
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|
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Positioned to capitalize on LNG export growth. U.S. LNG export capacity is expected to nearly
double from approximately 17 Bcf/d in 2025 to nearly 34 Bcf/d by 2031 41 , as European and Asian buyers seek secure, competitively priced supply and diversify away from oil-indexed benchmarks or regional
|
37 |
EIA Short-Term Energy Outlook.
|
38 |
EIA Short-Term Energy Outlook.
|
39 |
EIA Electric Monthly.
|
40 |
Assumes 1 gigawatt of capacity equates to 154 mmcf/d of natural gas demand.
|
41 |
EIA Natural Gas Exports. Includes current operating and under construction projects only.
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12
Table of Contents
|
international benchmarks such as JKM (Asia) and TTF (Europe), where the average pricing is 3-4x Henry Hub pricing in the United States for the year 2025. 42 In addition, as of December 2025, approximately 28 Bcf/d of incremental LNG capacity is in various stages of regulatory review and development, representing further upside to long-term U.S. export
potential. 43 The Haynesville Basin’s proximity and pipeline connectivity to the Gulf Coast LNG corridor position our assets to benefit directly from this expansion. Sustained growth in U.S.
LNG exports is expected to drive long-term feed-gas demand from the basins where our mineral interests are concentrated, for years to come.
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Proven management team with a track record of public company value creation and accretive growth.
Our management team is among the most experienced and acquisitive in the minerals sector, with more than 125 years of combined industry experience and over $31 billion of completed energy transactions across the upstream, midstream, and
mineral and royalty value chain. Members of our team previously served as senior executives or founders of Atlas Energy, Atlas Pipeline Partners and Falcon Minerals, each a successful public company that created substantial shareholder value through
disciplined growth, accretive acquisitions, and strategic monetization. Since our founding, WhiteHawk has been the most active acquirer of natural gas minerals and royalties, completing eight large transactions across the most prolific gas-oriented basins in the United States. 44 Our ability to consistently source, evaluate, and close accretive transactions underscores WhiteHawk’s
leadership as a focused, data-driven consolidator with proven expertise in capital allocation, M&A execution and public-market stewardship.
|
Strategies
Our primary business objective is to deliver
shareholder value through dividends and total return from our mineral interests in premier natural gas-weighted properties. We intend to accomplish this objective by executing the following key strategies:
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|
|
Provide sustained income to investors through strong Cash Available for Distribution
generation and cash dividends. We expect initially to pay dividends from our Cash Available for Distribution with the remaining cash flow to be used for additional acquisitions that meet our investment criteria or to maintain our
conservative capital structure. As mineral and royalty owners, we benefit from the continued organic development of our acreage and are able to convert a high percentage of our revenues to Cash Available for Distribution (as defined herein). We
believe that our mineral and royalty interests are positioned for growth as E&P operators continue to concentrate on the Appalachian Basin, Haynesville Basin and Mid-Con region to meet growing global
demand for natural gas. Since our inception in 2022, we have paid 49 consecutive monthly common equity dividends, totaling approximately $37 million and representing a
cash-on-cash return of approximately 38% 45 to our initial investors through March 31, 2026. We believe our
efficient, conservatively levered structure, with low capital intensity and disciplined financial management, provides a sustainable foundation for attractive dividend yields, balance sheet flexibility, and long-term value creation for shareholders.
There can be no assurance that we will pay any dividends to holders of our Class A common stock, or as to the amount of any such dividends. See “Risk Factors—Risks Related to Our Business—We expect to distribute a substantial
majority of the cash we generate from operations, which could limit our ability to grow and make acquisitions” and “Risk Factors—Risks Related to this Offering and Ownership of Our Class A Common Stock—We intend to pay
regular dividends to our stockholders, but our ability to do so is subject to the discretion of our board of directors and may be limited…” for additional discussion of factors that could impact our ability to pay dividends, including
covenants
|
42 |
FactSet LNG Pricing.
|
43 |
EIA Liquefaction Report as supplemented by management’s review of recently announced facilities.
|
44 |
Enverus Data.
|
45 |
Reflects a cash-on-cash return
to our initial investors whose share price did not include any selling commissions on investment. Returns to our initial investors whose share price included selling commissions on investment resulted in cash-on-cash returns of approximately 35%.
|
13
Table of Contents
|
under our Senior Notes and Revolving Credit Facility. Please also read “Dividend Policy,” “Description of Material Indebtedness,” “Certain Relationships and Related
Party Transactions—Internalization” and “Certain Relationships and Related Party Transactions—Investment Management Agreement—Liquidity Incentive Fee” for other factors that might affect our ability or the amount
of cash available to pay dividends.
|
|
|
|
Strategically source and acquire de-risked, cash-flowing natural
gas mineral and royalty interests of scale from long-term partnerships. Our strategy focuses on acquiring high-quality mineral and royalty interests that generate immediate cash flow and offer long-term development visibility. We target
assets operated by leading, well-capitalized producers in the core of the Appalachian Basin, Haynesville Basin, and Mid-Con region, where continued drilling activity provides durable revenue growth without
direct capital risk exposure. WhiteHawk differentiates itself through a disciplined, partnership-oriented sourcing approach with private-equity sponsors and other institutional owners seeking liquidity from later-life funds. This positions WhiteHawk
as one of the few large-scale consolidators of natural gas-weighted minerals, particularly in the Appalachian Basin, which remains underrepresented in public minerals markets.
|
|
|
|
Pursue disciplined, accretive acquisitions in premier natural gas plays. We intend to grow our
portfolio through the disciplined acquisition of high-quality natural gas mineral and royalty interests in the Appalachian Basin, Haynesville Basin and Mid-Con region. By leveraging our management team’s
extensive industry relationships, and proprietary geologic and title data, we target assets that can provide accretive growth in shareholder value while strengthening our production and reserve base. Since inception, we have been among the most
active consolidators in the natural gas minerals sector, completing eight transactions that have materially increased our scale and enhanced cash flow. These acquisitions have been highly accretive to shareholders and have resulted in approximately
38% 46 cash-on-cash return to our initial investors. We believe current market conditions remain highly favorable for
consolidation, as fragmented ownership across numerous private sellers continues to create opportunities for accretive acquisitions that meet our investment criteria.
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|
|
|
Optimize portfolio to maximize Cash Available for Distribution and maintain diversified
exposure. We actively manage our portfolio to prioritize acreage with a strong cash-flow base, visible near-term development, and substantial future inventory. A core component of this strategy is maintaining a broad, diversified mineral
footprint across multiple core natural gas basins, encompassing an average NRI of 0.69% in more than 10,900 producing wells as of December 31, 2025, with additional wells consistently in various stages of development across a footprint
exceeding 3.4 million gross DSU acres as of March 31, 2026. This scale and diversity provide exposure to the most prolific, lowest-cost natural gas plays in the United States while reducing reliance on any single operator or well. The
result is a balanced portfolio designed to generate resilient cash flow and mitigate volatility through commodity cycles. Through disciplined asset management, targeted reinvestment, and continued optimization, we seek to enhance portfolio
productivity, strengthen cash flow stability and grow our dividend over time.
|
|
|
|
Maintain conservative and flexible capital structure to support our business and facilitate long-term
operations. We are committed to maintaining a conservative capital structure that will afford us the financial flexibility to execute our business strategies on an ongoing basis. We expect to maintain a prudent level of debt to support our
acquisition and growth strategy while preserving balance sheet flexibility. We believe that the combination of cash flow from operations, proceeds from this offering, and selective use of other debt and equity financings will provide us with
sufficient liquidity to pursue accretive acquisitions, enhance our cash flow profile, and return capital to our shareholders. We intend to manage our leverage conservatively and finance future acquisitions through cash flow from operations or
opportunistically utilizing equity or debt to support disciplined growth.
|
46 |
Reflects a cash-on-cash return
to our initial investors whose share price did not include any selling commissions on investment. Returns to our initial investors whose share price included selling commissions on investment resulted in cash-on-cash returns of approximately 35%.
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14
Table of Contents
|
|
|
Commitment to responsible natural gas development and governance excellence. Natural gas, the
primary driver of our royalty income, is a critical, lower-emission component of the modern energy mix and remains central to meeting global demand for reliable and affordable power. As a cleaner-burning fuel, it provides consistent and scalable
energy that complements renewable energy and supports grid stability. The operators developing our mineral acreage, including EQT, Range Resources, Antero Resources and CNX Resources, have each adopted measurable standards focused on reducing
emissions and promoting responsible development. With all of our assets located in the most economic natural gas basins in the United States, we are positioned to benefit from the growing recognition of natural gas as a reliable, cleaner source of
energy. We also intend to reinforce the durability of our business through rigorous corporate governance, transparency, and alignment with our shareholders. Our governance framework emphasizes independence, accountability, and disciplined capital
allocation. We believe our governance framework reduces our risk profile and sustains investor confidence through commodity cycles. We believe our adherence to governance best practices and partnerships with responsible operators differentiate
WhiteHawk as a transparent, sustainable, and income-oriented energy investment capable of delivering attractive returns over the long term.
|
Recent Developments
PHX Acquisition
Pursuant to the PHX Merger Agreement, by and among the Company Parties and PHX, the Company Parties agreed to acquire in an all-cash transaction all issued and outstanding shares of PHX’s common stock for a purchase price of $4.35 per share, a total value of $194.8 million, including PHX’s net debt.
Subsequently, on June 23, 2025, the Company Parties closed on the PHX Acquisition and fully acquired all of the outstanding shares of PHX’s common
stock. The PHX Acquisition increased the Company’s mineral and royalty ownership position by acquiring additional mineral and royalty interests in the Haynesville Shale as well as the SCOOP/STACK, Bakken, Arkoma and others. The PHX Acquisition
also increased the Company’s exposure to some of its top third-party operators, including Expand Energy, Comstock Resources and Aethon Energy in the Haynesville Shale, while adding other top operators including Continental Resources and Devon
Energy in the SCOOP/STACK region in Oklahoma. As a result of the PHX Acquisition, WhiteHawk added approximately 1.8 million gross DSU acres of premier natural gas mineral and royalty assets, significantly expanding its footprint in the core of
the Haynesville Shale in East Texas/North Louisiana and diversifying its portfolio into the SCOOP/STACK region.
Marcellus Assets
On March 31, 2025, the Company purchased in the Three Rivers Royalty Acquisition mineral and royalty interests in the Marcellus Shale for a purchase price
of $118.0 million from the TRR Seller. The Company believes these Marcellus Shale assets represent some of the highest quality natural gas reserves in the United States.
Haynesville Assets
On March 2, 2026, the
Company and its affiliate entered into a definitive purchase and sale agreement to acquire certain natural gas mineral and royalty interests primarily located in the core of the Haynesville Shale in Louisiana and east Texas (“Haynesville
Assets”). The Haynesville Assets cover approximately 150,000 gross DSU acres and will further increase the Company’s exposure to high-quality development across the Haynesville and Mid-Bossier formations. The assets are concentrated
in core areas of the basin and are operated by established, well-capitalized operators. The Haynesville Assets acquisition closed on April 3, 2026. We funded the purchase price of the Haynesville Assets acquisition primarily through the
issuance of approximately
15
Table of Contents
$37.8 million of shares of Series D preferred stock. See “Description of Capital Stock—Preferred Stock— Series D Preferred Stock.” The Company intends to use a portion of the proceeds from this offering to redeem any shares of Series D Preferred Stock outstanding. See “Use of
Proceeds.” To the extent the proceeds of this offering are insufficient to redeem the total aggregate principal amount of Series D Preferred Stock outstanding, the Company intends to use cash on hand to fully redeem the total aggregate
principal amount of Series D Preferred Stock outstanding.
Internalization
In connection with this offering, we will consummate the Internalization, pursuant to which WhiteHawk OpCo will acquire all of the outstanding equity interests
in ManagementCo from the Management Contributor in exchange for 3,750,000 OpCo Interests and an equal number of shares of Class B common stock (based on an initial public offering price of $26.00 per share of Class A common stock, which is the
midpoint of the range set forth on the cover) with an aggregate value equal to 75% of the Internalization Price of $130.0 million (subject to an adjustment up or down, depending on the final initial public offering price). In addition, 25% of the
Internalization Price (the “Earnout Amount”) is subject to our achievement of certain Adjusted EBITDA targets during each of the three Earnout Years (as defined herein). The Earnout Amount, if earned, is payable solely in the form of up
to an additional 1,250,000 OpCo Interests and an equal number of shares of Class B common stock (based on an assumed initial public offering price of $26.00 per share of Class A common stock, which is the midpoint of the range set forth on the
cover). The Continuing Equity Owners will also be entitled to receive dividend equivalent rights (“DERs”) in respect of the Earnout Amount equal to the dividends and distributions that would have been paid on the OpCo Interests issuable
in respect of the Earnout Amount had such OpCo Interests been outstanding from the closing of the Internalization. Any such DER payments not already paid that are attributable to any portion of the Earnout Amount that is ultimately not earned will
be forfeited. As a result of the Internalization, ManagementCo will become a wholly owned subsidiary of WhiteHawk OpCo and we will become internally managed. See “Certain Relationships and Related Party
Transactions—Internalization” for a more detailed description of the Contribution Agreement and the Internalization.
Liquidity
Incentive Fee
In connection with this offering, approximately $13.6 million (estimated based on an assumed public offering price of $26.00 per
share, which is the midpoint of the range set forth on the cover) will become payable as a Liquidity Incentive Fee to the Management Contributor under the Management Agreement. The Liquidity Incentive Fee is expected to be paid by the end of the
second quarter of 2026. See “Certain Relationships and Related Party Transactions—Investment Management Agreement—Liquidity Incentive Fee.”
Summary of the Transactions
In connection with the
consummation of the offering, we will consummate the following organizational transactions (the “Transactions”):
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|
|
we will amend and restate our certificate of incorporation (our “amended and restated certificate of
incorporation”) to, among other things, (i) change our name to “WhiteHawk Minerals Corp.”; (ii) provide for the reclassification of shares held by the Legacy Common Stock Investors issued and outstanding immediately prior to
the offering into one validly issued, fully paid and non-assessable share of our Class A common stock, on a one-for-one basis (such reclassification, the “Common Stock Reclassification”); (iii) provide for an adjustment to the number of
authorized shares such that our authorized capital stock shall consist of 250,000,000 shares of Class A common stock, par value $0.0001 per share, 100,000,000 shares of Class B common stock, par value $0.0001 per share, and 10,000,000 shares of
preferred stock, par value $0.0001 per share; (iv) authorize our board of directors to establish and issue one or more series of preferred stock from time to time and to fix the rights, preferences, privileges and restrictions thereof; (v) provide
for the creation of Class B common stock in
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16
Table of Contents
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connection with our anticipated Up-C structure, with shares of Class B common stock to be issued to Continuing Equity Owners, with each share of Class B common stock entitled to one vote per
share and no economic rights; and (vi) establish that Legacy Common Stock Investors are prohibited from selling their Class A common stock or related securities for 365 days following the consummation of this offering, or such shorter period as
determined by the board of directors, but in no event less than 180 days without the prior written consent of the managing underwriter of this offering;
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|
|
|
WhiteHawk OpCo will enter into an amended and restated limited partnership agreement (the “OpCo
Agreement”) to, among other things, (i) appoint OP GP as the sole general partner of WhiteHawk OpCo with the authority to manage and control the business and affairs of WhiteHawk OpCo, (ii) authorize the issuance of OpCo Interests to
us in exchange for the interests we own in WhiteHawk OpCo prior to this offering as well as the proceeds from this offering, (iii) provide the Continuing Equity Owners with the right to require WhiteHawk OpCo to redeem their OpCo Interests for,
at our election (determined solely by our independent directors who are disinterested), cash or newly-issued shares of our Class A common stock on a one-for-one basis (subject to customary adjustments), (iv) provide that, in connection with any
redemption or exchange of OpCo Interests, if applicable, a corresponding number of shares of Class B common stock held by the redeeming or exchanging Continuing Equity Owner will automatically be transferred to us for no consideration and canceled,
and (v) authorize the issuance to us of such number of Series B preferred units in WhiteHawk OpCo equal to the number of shares of our Series B preferred stock outstanding upon the consummation of the Transactions;
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|
|
|
we will enter into a registration rights agreement with certain of our Subsequent Continuing Equity Owners
(the “Registration Rights Agreement”), as further described in “Certain Relationships and Related Party Transactions;”
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|
|
|
in connection with and in order to effectuate the Internalization, the Contribution Agreement will be entered
into by the parties thereto, pursuant to which, among other things, OpCo will acquire all of the outstanding equity interests in ManagementCo from the Management Contributor in exchange for OpCo Interests and shares of Class B common stock.
Prior to the closing of this offering, ManagementCo, as our external manager, provided management, acquisition, disposition and oversight functions with respect to us and WhiteHawk OpCo. As a result of the Internalization, ManagementCo will become a
wholly owned subsidiary of WhiteHawk OpCo and we will become internally managed; and
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we will issue 6,925,000 shares of our Class A common stock to the purchasers in this offering (or
7,963,750 shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock) in exchange for net proceeds of approximately $167.4 million (or approximately $192.6 million if the
underwriters exercise in full their option to purchase additional shares of Class A common stock) based upon an assumed initial public offering price of $26.00 per share (which is the midpoint of the estimated price range set forth on the cover page
of this prospectus), less the underwriting discount.
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Immediately following the consummation of the Transactions (including this
offering):
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we will be a holding company and our principal assets will consist of OpCo Interests we acquire or are otherwise
issued directly from WhiteHawk OpCo and all the membership interests in OP GP;
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as the sole member of OP GP, the sole general partner of WhiteHawk OpCo, we will control the business and affairs
of WhiteHawk OpCo;
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we will own, directly or indirectly, 22,221,579 OpCo Interests, representing approximately 85.6% of the common
economic interest in WhiteHawk OpCo (or 23,260,329 OpCo Interests, representing approximately 86.1% of the common economic interest in WhiteHawk OpCo if the underwriters exercise in full their option to purchase additional shares of Class A
common stock) (based on outstanding OpCo Interests and excluding Series B preferred units);
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we will own a number of Series B preferred units in WhiteHawk OpCo equal to the number of shares of Series B
preferred stock outstanding after the consummation of the Transactions, representing 100% of the preferred units of WhiteHawk OpCo;
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we will no longer have any shares of Series D preferred stock outstanding;
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the Management Contributor will own (i) 3,750,000 OpCo Interests, representing approximately 14.4% of the
common economic interest in WhiteHawk OpCo (or 3,750,000 OpCo Interests, representing approximately 13.9% of the common economic interest in WhiteHawk OpCo if the underwriters exercise in full their option to purchase additional shares of
Class A common stock) (based on outstanding OpCo Interests and excluding Series B preferred units) and (ii) 3,750,000 shares of our Class B common stock, representing approximately 14.4% of the combined voting power of all
of our common stock (or 3,750,000 shares of our Class B common stock, representing approximately 13.9% if the underwriters exercise in full their option to purchase additional shares of Class A common stock);
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the purchasers in this offering will own (i) 6,925,000 shares of our Class A common stock (or
7,963,750 shares of our Class A common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock), representing approximately 26.7% of the combined voting power of all of our common
stock and 31.2% of the economic interest in us (or approximately 29.5% of the combined voting power and 34.2% of the economic interest if the underwriters exercise in full their option to purchase additional shares of Class A common stock), and
(ii) through our ownership of OpCo Interests, indirectly will hold approximately 22.8% of the common economic interest in WhiteHawk OpCo (or approximately 25.4% of the common economic interest in WhiteHawk OpCo if the underwriters exercise in full
their option to purchase additional shares of Class A common stock) (based on outstanding OpCo Interests and excluding Series B preferred units).
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Following the first anniversary of the closing of the Internalization, the Management Contributor expects to distribute the OpCo Interests and shares of Class
B common stock received by the Management Contributor in connection with the Internalization to the Subsequent Continuing Equity Owners, at which time the Subsequent Continuing Equity Owners will execute a joinder to the OpCo Agreement. Following
the consummation of such distribution and execution of such joinder, the Subsequent Continuing Equity Owners may exchange at each of their respective options, in whole or in part from time to time, their OpCo Interests (together with a corresponding
number of shares of Class B common stock), for, at our election (determined solely by our independent directors (within the meaning of the NYSE rules) who are disinterested), cash or newly-issued shares of our Class A common stock as described in
“Certain Relationships and Related Party Transactions—OpCo Agreement—Agreement in Effect Upon Consummation of the Transactions.” Unless otherwise indicated, this prospectus does not give effect to the distribution of OpCo
Interests or shares of Class B common stock by the Management Contributor to the Subsequent Continuing Equity Owners.
The foregoing description of
the Transactions does not give effect to OpCo Interests or shares of our Class B common stock that may be issued as a part of the Earnout Amount (as defined herein), as more fully described in the section titled “Certain Relationships and
Related Party Transactions—Internalization—Earnout.”
Following the Transactions, including this offering, we will control the
management of WhiteHawk OpCo through our ownership of OP GP. As a result, we will consolidate WhiteHawk OpCo in our consolidated financial statements.
Unless otherwise indicated, this prospectus assumes the shares of Class A common stock are offered at $26.00 per share (the midpoint of the estimated
price range set forth on the cover page of this prospectus). For more information regarding the impact of the initial offering price on the share information included throughout this prospectus, see “The Offering.”
Our corporate structure following this offering, as described below, is commonly referred to as an Up-C structure. The Up-C structure will allow the
Continuing Equity Owners to retain their equity ownership in WhiteHawk
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OpCo following the Transactions and to continue to realize tax benefits associated with owning interests in an entity that is treated as a partnership, or “flow-through” entity, for
U.S. federal income tax purposes. Investors in this offering will, by contrast, hold their equity ownership in us, a Delaware corporation that is a domestic corporation for U.S. federal income tax purposes, in the form of shares of Class A
common stock. One of the tax benefits to the Continuing Equity Owners associated with this structure is that future taxable income of WhiteHawk OpCo that is allocated to the Continuing Equity Owners will be taxed on a
flow-through basis and, therefore, will not be subject to corporate taxes at the entity level. Moreover, the Up-C structure permits the Continuing Equity Owners to defer the recognition of taxable gain on
their OpCo Interests until they elect to exercise their redemption right (rather than recognizing such gain at the time of this offering). Additionally, because the Subsequent Continuing Equity Owners may at their election have their OpCo Interests
redeemed by WhiteHawk OpCo (or at our option, directly exchanged by us) for newly issued shares of our Class A common stock on a one-for-one basis (subject to customary adjustments, including for stock splits, stock dividends, and
reclassifications) or, at our option, for cash, the Up-C structure also provides the Subsequent Continuing Equity Owners with potential liquidity that holders of non-publicly traded limited liability companies are not typically afforded. Upon any
such redemption or exchange of OpCo Interests for shares of Class A common stock, the Company may benefit from certain tax attributes, including potential increases in tax basis that may reduce the amount of tax that would otherwise be payable by
us. In connection with any such redemption or exchange of OpCo Interests, a corresponding number of shares of Class B common stock held by the relevant Continuing Equity Owner will automatically be transferred to us for no consideration and be
canceled.
For more information regarding the Transactions and our structure, see “Our Organizational Structure.”
Organizational Structure
The diagram below depicts our
organizational structure after giving effect to the Transactions, including this offering and proposed use of proceeds, assuming no exercise by the underwriters of their option to purchase additional shares of Class A common stock and does not
give effect to the issuance of any OpCo Interests or shares of Class B common stock in respect of the Earnout Amount.
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(1) |
Legacy Common Stock Investors will be prohibited from selling their Class A common stock or related securities
for up to 365 days following the consummation of this offering, or such shorter period as determined by the board of directors, but in no event less than 180 days without the prior written consent of the managing underwriter of this offering.
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(2) |
We intend to use a portion of the proceeds from this offering to redeem any shares of Series D preferred
stock outstanding. See “Use of Proceeds.” To the extent the proceeds of offering are insufficient to redeem the total aggregate principal amount of Series D preferred stock outstanding, the Company intends to use cash on hand to
fully redeem the total aggregate principal amount of Series D preferred stock outstanding. As a result, following this offering, the only outstanding preferred stock outstanding will be the Series B preferred stock.
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Corporate Information
WhiteHawk Income Corporation
was formed on February 18, 2022 and is the issuer of the Class A common stock offered by this prospectus. We intend to change our corporate name to WhiteHawk Minerals Corp. in connection with the closing of this offering. See
“—Summary of the Transactions” and “Our Organizational Structure.” Our principal executive offices are located at 2000 Market Street, Suite 910, Philadelphia, PA 19103, and our telephone number is (610) 484-3412. Our corporate website address is https://www.whitehawkenergy.com/. Our website and the information contained on or that can be accessed through our website is not deemed to be incorporated by reference in,
and is not considered part of, this prospectus. You should not rely on any such information in making your decision whether to purchase our Class A common stock.
Summary of Risk Factors
Investing in our Class A common
stock involves a number of risks. The following is a summary of the principal factors that make an investment in our Class A common stock speculative or risky, all of which are more fully described in the section titled “Risk Factors”
included elsewhere in this prospectus. This summary should be read in conjunction with the “Risk Factors” section and should not be relied upon as an exhaustive summary of the material risks facing our business.
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Our revenues are primarily derived from mineral and royalty payments that are based on the price of natural gas,
NGL and oil which is subject to volatility due to factors beyond our control;
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Lower natural gas, NGL and oil prices or negative adjustments of natural gas, NGL and oil prices may result in
significant impairment charges;
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Our derivative activities may limit the cash flows received from natural gas and oil sales;
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The development of our properties relies exclusively on our third-party operators and these operators may fail to
develop our existing inventory of mineral and royalty acreage;
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Drilling for and producing natural gas, NGLs and oil are high-risk activities with many uncertainties;
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Our third-party operators may fail to drill sufficient wells to hold acreage before lease expiration which may
result in loss of lease and prospective drilling opportunities;
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We may experience delays in the receipt of royalty payments and may not be able to terminate leases with
defaulting lessees if our third-party operators declare bankruptcy;
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We may incur losses as a result of title defects or other issues in the properties we own;
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A limited number of third-party operators currently generate a significant portion of our revenue and accounts
receivable;
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The substantial majority of our business is concentrated in the Appalachian and Haynesville Basins, making us
vulnerable to risks associated with such geographic concentration of our assets;
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We are subject to risks related to our wells where we are a non-operating
working interest owner;
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Our future success depends on replacing reserves through acquisitions and there may be constraints in our ability
to finance acquisitions;
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We have experienced significant business and portfolio growth in a short time, and our significant growth rates
and financial results may not be sustainable or indicative of future financial performance;
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Any acquisition of additional mineral and royalty interests that we complete will be subject to substantial
risks;
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Our failure to retain our key personnel or attract additional qualified personnel could negatively affect our
business strategy;
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Our estimated proved reserves are based on many assumptions that may prove to be inaccurate;
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Our identified drilling locations are susceptible to uncertainties that could materially alter the occurrence or
timing of their drilling and there is no guarantee that our estimates will be materially consistent with actual drilling activities;
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We rely on our third-party operators, other third parties and government databases for information regarding our
assets and such information may be incorrect, incomplete or lost;
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We may be subject to information technology system failures, network disruptions, cyber-attacks or other breaches
in data security;
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Declining general economic, business or industry conditions, which could have a material adverse effect on our
business;
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Our industry is highly competitive, and competitive pressures could negatively affect our business;
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Exported liquefied natural gas could fail to be a competitive source of energy for the United States or
international markets;
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Our growth strategy is partly dependent upon the continued expansion of electricity demand driven by AI data
center development and expectations regarding increased demand may not materialize;
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The unavailability, high cost or shortages of equipment, raw materials, supplies or personnel for our third-party
operators related to developing and operating our properties;
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The marketability of natural gas, NGLs and crude oil is dependent on the availability of equipment and
transportation facilities that is outside of our and our third-party operators’ control;
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Our third-party operators are subject to significant governmental regulations, and governmental authorities can
delay or deny permits and approvals or change legal requirements governing our business, which could restrict their operations, increase costs of conducting our business, and delay our implementation of, or cause us to change, our business strategy;
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The development and enactment of climate change legislation as well as increased attention to sustainability may
impact our business or the business of our third-party operators;
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Future legislative or regulatory changes may have a material adverse effect on our business;
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Our use of borrowings to finance our business exposes us to risks and any future indebtedness we may incur could
further increase the risks associated with our indebtedness;
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We recently restated our audited consolidated financial statements to correct certain errors and have identified
material weaknesses in our internal control over financial reporting that caused our management to conclude that we did not maintain effective internal control over financial reporting and disclosure controls and procedures.
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No market currently exists for our Class A common stock, and an active, liquid trading market for our
Class A common stock may not develop, which may cause our Class A common stock to trade at a discount from the initial offering price and make it difficult for you to sell the Class A common stock you purchase;
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We cannot predict the effect our dual class structure may have on the market price of our Class A common stock;
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Our organizational structure confers certain benefits upon the Continuing Equity Owners that will not benefit
holders of our Class A common stock to the same extent that it will benefit the Continuing Equity Owners;
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Delaware law and anti-takeover provisions in our governing documents, to be adopted upon the consummation of this
offering, may have the effect of delaying or preventing a change of control or changes in our management and may deprive our investors of the opportunity to receive a premium for their shares;
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Our ability to pay regular dividends to our stockholders may be limited by our financial condition, results of
operations, cash flows, prospects, industry conditions, capital requirements, instruments governing our indebtedness and other factors and restrictions; and
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The requirements of being a public company may strain our resources, divert management’s attention and
affect our ability to attract and retain qualified board members and officers.
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For a discussion of these and other risks you should
consider before making an investment in our common stock, see the section entitled “Risk Factors.”
Emerging Growth Company
We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”),
as modified by the JOBS Act. For as long as we are an emerging growth company, unlike other public companies that do not meet those qualifications, we are not required to:
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provide an auditor’s attestation report on management’s assessment of the effectiveness of our system
of internal control over financial reporting pursuant to Section 404(b) of Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);
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provide more than two years of audited financial statements and related management’s discussion and
analysis of financial condition and results of operations in a registration statement on Form S-1;
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comply with any new requirements adopted by the Public Company Accounting Oversight Board (“PCAOB”)
requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer;
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provide certain disclosure regarding executive compensation required of larger public companies or hold
stockholder advisory votes on executive compensation required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”); or
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obtain stockholder approval of any golden parachute payments not previously approved.
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In addition, Section 107 of the JOBS Act also provides that an emerging growth company can use the extended transition period provided in
Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. This permits an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to
private companies. We are choosing to take advantage of this extended transition period and, as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for private
companies.
We will cease to be an “emerging growth company” upon the earliest of: (i) the last day of the first fiscal year in which our
annual gross revenues are $1.235 billion or more; (ii) the date on which we have issued more than $1.0 billion of non-convertible debt over a three-year period; (iii) the last day of the
fiscal year following the fifth
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anniversary of our initial public offering; or (iv) the date on which we have been deemed a “large accelerated filer,” which will occur as of the end of any fiscal year in which
we (A) have an aggregate worldwide market value of voting and non-voting shares of common equity securities held by our non-affiliates of $700 million or more
as of the last business day of our most recently completed second fiscal quarter, (B) have been subject to the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for
a period of at least 12 calendar months, (C) have filed at least one annual report pursuant to Section 13(a) or 15(d) of the Exchange Act, and (D) are no longer eligible to use the requirements for “smaller reporting
companies,” as defined in the Exchange Act, for our annual and quarterly reports.
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THE OFFERING
Issuer
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WhiteHawk Income Corporation (to be changed to WhiteHawk Minerals Corp. in connection with the closing of the offering). |
Class A common stock offered by us
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6,925,000 shares (or 7,963,750 shares, if the underwriters exercise in full their option to purchase additional shares). |
OpCo Interests to be outstanding after this offering
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25,971,579 OpCo Interests (or 27,010,329 OpCo Interests if the underwriters exercise their option to purchase additional shares of Class A common stock in full). |
Option to purchase additional shares
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We have granted the underwriters a 30-day option to purchase up to an aggregate of 1,038,750 additional shares of our Class A common stock to the extent the underwriters sell more than 6,925,000 shares of
Class A common stock in this offering. |
Class A common stock to be outstanding after this offering
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22,221,579 shares (or 23,260,329 shares if the underwriters exercise in full their option to purchase additional shares). |
Shares of Class B common stock to be outstanding immediately after this offering
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3,750,000 shares, representing approximately 14.4% of the combined voting power of all of our common stock (or approximately 13.9% of the combined voting power of all of our common stock if the underwriters exercise in full their option to
purchase additional shares of Class A common stock) and no economic interest in WhiteHawk Minerals Corp. |
OpCo Interests to be held by us immediately after this offering
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22,221,579 OpCo Interests, representing approximately 85.6% of the common economic interest in WhiteHawk OpCo (or 23,260,329 OpCo Interests, representing approximately 86.1% of the common economic interest in WhiteHawk OpCo if the underwriters
exercise in full their option to purchase additional shares of Class A common stock) (based on outstanding OpCo Interests and excluding Series B preferred units). |
OpCo Interests to be held directly by the Management Contributor immediately after this offering
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3,750,000 OpCo Interests, representing approximately 14.4% of the common economic interest in WhiteHawk OpCo (or approximately 13.9% of the common
economic interest in WhiteHawk OpCo if the underwriters exercise in full their option to purchase additional shares of Class A common stock) (based on outstanding OpCo Interests and excluding Series B preferred units). Certain Continuing Equity
Owners will also hold shares of Class A common stock after this offering. See “Principal Stockholders.” Unless otherwise indicated, this prospectus does not give effect to the distribution of OpCo
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Interests or shares of Class B common stock by the Management Contributor to the Subsequent Continuing Equity Owners.
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Ratio of shares of Class A common stock to OpCo Interests
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The OpCo Agreement will require that we and WhiteHawk OpCo at all times maintain a one-to-one ratio between the number of shares of Class A common stock issued
by us and the number of OpCo Interests owned by us. |
Ratio of shares of Class B common stock to OpCo Interests
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Our amended and restated certificate of incorporation and the OpCo Agreement will require that we and WhiteHawk OpCo at all times maintain a one-to-one ratio between
the number of shares of Class B common stock owned by the Continuing Equity Owners and their respective permitted transferees and the number of OpCo Interests owned by the Continuing Equity Owners and their respective permitted transferees.
Immediately after the Transactions, the Management Contributor will own 100.0% of the outstanding shares of our Class B common stock. |
Permitted holders of shares of Class B common stock
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Only the Continuing Equity Owners and the permitted transferees of Class B common stock as described in this prospectus will be permitted to hold shares of our Class B common stock. See “Certain Relationships and Related Party
Transactions—OpCo Agreement—Agreement in Effect Upon Consummation of the Transactions.” |
Voting rights
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Holders of shares of our Class A common stock and Class B common stock will vote together as a single class on all matters presented to stockholders for their vote or approval, except as otherwise required by law or our amended and
restated certificate of incorporation. Each share of our Class A common stock and Class B common stock entitles its holders to one vote per share on all matters presented to our stockholders generally. See “Description of Capital
Stock.” |
Redemption rights of holders of OpCo Interests
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The Subsequent Continuing Equity Owners may, subject to certain exceptions, from time to time at each of their options require WhiteHawk OpCo to redeem
all or a portion of their OpCo Interests in exchange for, at our election (determined solely by our independent directors (within the meaning of the Exchange rules) who are disinterested), newly-issued shares of our Class A common stock on a one-for-one basis (subject to customary adjustments, including for stock splits, stock dividends, and reclassifications) or a cash payment equal to a volume weighted average
market price of one share of our Class A common stock for each OpCo Interest so redeemed, in each case, in accordance with the terms of the OpCo Agreement; provided that, at our election (determined solely by our independent directors (within
the meaning of the Exchange rules) who are disinterested), we may effect a direct exchange by us of such Class A common stock or
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such cash, as applicable, for such OpCo Interests. Simultaneously with the payment of cash or shares of Class A common stock, as applicable, in connection with a redemption or exchange of
OpCo Interests pursuant to the terms of the OpCo Agreement, a number of shares of our Class B common stock registered in the name of the redeeming or exchanging Continuing Equity Owner and permitted transferees will automatically be transferred
to us for no consideration on a one-for-one basis with the number of OpCo Interests so redeemed or exchanged and such shares of Class B common stock will be
canceled. See “Certain Relationships and Related Party Transactions—OpCo Agreement—Agreement in Effect Upon Consummation of the Transactions.”
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Use of proceeds
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We estimate that the net proceeds from the sale of our Class A common stock in this offering, after deducting the underwriting discount and estimated offering expenses payable by us, will be approximately $160.9 million (or
$186.1 million if the underwriters exercise their option to purchase additional shares of Class A common stock in full) based on an assumed initial public offering price of $26.00 per share (the midpoint of the price range set forth on the
cover of this prospectus). |
We intend to use the net proceeds from this offering, as well as cash on hand,
as follows: (i) approximately $162.7 million to prepay, in part, the outstanding principal of our Senior Notes (including a make-whole amount of approximately $14.6 million and a prepayment
premium of approximately $3.0 million to the existing holders, in each case as required under the terms of our existing Note Purchase Agreement), (ii) approximately $37.0 million for the redemption of all of the outstanding shares of
our Series D preferred stock, and (iii) the remainder for other general corporate purposes.
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We are a holding company and our only assets after consummation of this offering will be our ownership of OpCo Interests and membership units in OP GP. Accordingly, we intend to use the net proceeds from this offering
to purchase newly issued OpCo Interests from WhiteHawk OpCo at a price per unit equal to the initial public offering price per share of Class A common stock, less estimated underwriting discounts and commissions. In the event the underwriters
exercise their option to purchase additional shares of Class A common stock, we intend to use any such additional proceeds in the same manner. See “Use of Proceeds.” |
Dividend Policy
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We expect to pay quarterly dividends on our Class A common stock in amounts determined from time to time by our board of directors. However, the
declaration and payment of any dividends will be at the sole discretion of our board of directors, which may change our dividend policy at any time. Holders of our Class B common stock are not entitled to participate in any dividends declared by our
board of directors. Because we are a holding company, our ability to pay
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cash dividends on our Class A common stock depends on our receipt of cash distributions from WhiteHawk OpCo and our operating subsidiaries. Our ability to pay dividends may be restricted by the
terms of any future credit agreement or any future debt or preferred equity securities. Our ability to pay dividends is also restricted by covenants governing our Senior Notes and Revolving Credit Facility. Our payment of dividends may vary from
quarter to quarter, may be significantly reduced or may be eliminated entirely. Future dividend levels will depend on the requirements, regulatory restrictions, any restrictions in financing agreements and other factors deemed relevant by the board.
See “Risk Factors—Risks Related to Our Business—We expect to distribute a substantial majority of the cash we generate from operations, which could limit our ability to grow and make acquisitions”, “Risk
Factors—Risks Related to this Offering and Ownership of Our Class A Common Stock—We intend to pay regular dividends to our stockholders, but our ability to do so is subject to the discretion of our board of directors and may be
limited
” and “Certain Relationships and Related Party Transactions—Investment Management Agreement—Liquidity Incentive Fee” for additional discussion of factors that could impact our ability or the amount of cash
available to pay dividends. Please read “Dividend Policy.”
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Directed Share Program
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The underwriters have reserved for sale at the initial public offering price up to 5% of the Class A common stock being offered by this prospectus for sale to our employees, executive officers, directors, business associates and related
persons who have expressed an interest in purchasing Class A common stock in this offering. We do not know if these persons will choose to purchase all or any portion of these reserved shares, but any purchases they do make will reduce the
number of shares available to the general public. The sales of shares pursuant to the directed share program will be made by Raymond James & Associates, Inc., an underwriter of this offering. Please read “Underwriting.”
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Internalization
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In connection with this offering, we will consummate the Internalization, pursuant to which WhiteHawk OpCo will acquire all of the outstanding equity
interests in ManagementCo from the Management Contributor in exchange for 3,750,000 OpCo Interests and an equal number of shares of Class B common stock (based on an initial public offering price of $26.00 per share of Class A common stock,
which is the midpoint of the range) with an aggregate value equal to 75% of the Internalization Price of $130.0 million (based on an assumed initial public offering price of $26.00 per share of Class A common stock, which is the midpoint of the
range set forth on the cover) (subject to an adjustment depending on the final public offering price). In addition, the Earnout Amount is subject to our achievement of certain Adjusted EBITDA targets during each of the three Earnout Years (as
defined herein). The Earnout Amount, if earned, is payable solely in the form of up to an additional 1,250,000 OpCo Interests and an equal number of shares of Class B common
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stock (based on an assumed initial public offering price of $26.00 per share of Class A common stock, which is the midpoint of the range set forth on the cover). The Continuing Equity Owners will
also be entitled to receive DERs in respect of the Earnout Amount equal to the dividends and distributions that would have been paid on the OpCo Interests issuable in respect of the Earnout Amount had such OpCo Interests been outstanding from the
closing of the Internalization. Any such DER payments not already paid that are attributable to any portion of the Earnout Amount that is ultimately not earned will be forfeited. As a result of the Internalization, ManagementCo will become a wholly
owned subsidiary of WhiteHawk OpCo and we will become internally managed. See “Certain Relationships and Related Party Transactions—Internalization” for a more detailed description of the Contribution Agreement and the
Internalization.
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Liquidity Incentive Fee
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In connection with this offering, approximately $13.6 million (estimated based on an assumed public offering price of $26.00 per share, which is the midpoint of the range set forth on the cover) will become payable as a Liquidity Incentive
Fee to the Management Contributor under the Management Agreement. The Liquidity Incentive Fee is expected to be paid by the end of the second quarter of 2026. See “Certain Relationships and Related Party Transactions—Investment
Management Agreement—Liquidity Incentive Fee.” |
Registration Rights Agreement
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Pursuant to the Registration Rights Agreement, we will, subject to the terms and conditions thereof, agree to register the resale of the shares of our Class A common stock that are issuable to certain Subsequent Continuing Equity Owners in
connection with the Transactions. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement” for a discussion of the Registration Rights Agreement. |
Risk Factors
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Investing in our Class A common stock involves risks. See the “Risk Factors” section of this prospectus beginning on page 37 for a discussion of factors you should carefully consider before investing in our Class A
common stock. |
Listing
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We have applied to have our Class A common stock listed on the NYSE under the symbol “WHK.” |
The number of shares of
our Class A common stock that will be outstanding upon the completion of the offering excludes:
|
|
|
1,038,750 shares of Class A common stock issuable upon exercise of the underwriters’ option to
purchase additional shares;
|
|
|
|
84,704 shares of Class A common stock issuable upon the vesting and settlement of restricted stock
units outstanding as of May 26, 2026; and
|
28
Table of Contents
|
|
|
2,597,158 additional shares of Class A common stock (representing 10% of the aggregate number of shares
of Class A common stock and Class B common stock that we expect to be outstanding following this offering) reserved for future issuance under our Amended and Restated WhiteHawk Income Corporation 2026 Equity Incentive Plan (the
“A&R 2026 Plan”) that will become effective on the date our registration statement of which this prospectus forms a part becomes effective (which number includes 28,836 shares of Class A common stock subject to restricted
stock unit awards which will be granted to our non-employee directors pursuant to the A&R 2026 Equity Incentive Plan in connection with the consummation of this offering based on an assumed initial public offering price of $26.00 per share
(the midpoint of the price range set forth on the cover of this prospectus)), as well as any shares that become issuable pursuant to provisions in the A&R 2026 Plan that automatically increase the share reserve under the A&R 2026 Plan as set
forth in “Executive and Director Compensation—Anticipated Changes to our Compensation Program Following This Offering —A&R 2026 Equity Incentive Plan.”
|
Except as otherwise indicated, all information in this prospectus assumes or gives effect to:
|
|
|
the amendment and restatement of the OpCo Agreement that converts all existing ownership interests in WhiteHawk
OpCo into OpCo Interests, as well as the filing of our amended and restated certificate of incorporation;
|
|
|
|
the completion of the Transactions;
|
|
|
|
no exercise of the underwriters’ option to purchase up to 1,038,750 additional shares of Class A
common stock;
|
|
|
|
no issuance of OpCo Interests or shares of Class B common stock pursuant to the Earnout Amount;
|
|
|
|
an initial public offering price of $26.00 per share (the midpoint of the price range set forth on the cover of
this prospectus);
|
|
|
|
that no shares are purchased under the directed share program; and
|
|
|
|
our amended and restated certificate of incorporation and our amended and restated bylaws, which will become
effective prior to or upon the closing of this offering.
|
29
Table of Contents
SUMMARY HISTORICAL AND PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
AND OTHER DATA
The following tables
present (i) summary historical consolidated financial and other data of the Company and its consolidated subsidiaries and (ii) summary unaudited pro forma condensed consolidated combined financial data for the Company and its subsidiaries.
We derived the summary consolidated balance sheet data as of March 31, 2026 and 2025 and the summary consolidated statements of operations data for the
three months ended March 31, 2026 and 2025 from our unaudited interim consolidated financial statements and related notes thereto included elsewhere in this prospectus. We derived the summary consolidated balance sheet data as of December 31,
2025 and 2024 and the summary consolidated statements of operations data for the years ended December 31, 2025 and 2024 from our audited consolidated financial statements and related notes thereto included elsewhere in this prospectus (in the
case of financial data as of and for the year ended December 31, 2025 as restated in the Restatement). You should read this data together with our consolidated financial statements and related notes included elsewhere in this prospectus and the
sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our historical results for any prior period are not necessarily indicative of the results of future operations and should be
read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited consolidated financial statements and notes thereto included elsewhere in this prospectus.
We derived the summary unaudited pro forma condensed consolidated combined balance sheet as of March 31, 2026 and the summary unaudited pro forma condensed
consolidated combined statements of operations for the three months ended March 31, 2026 and the year ended December 31, 2025 from the unaudited pro forma consolidated financial data included elsewhere in this prospectus. The unaudited pro
forma consolidated financial information gives pro forma effect to the transactions described under “Unaudited Pro Forma Condensed Consolidated Combined Financial Information.” The unaudited pro forma condensed consolidated financial
data includes various estimates that are subject to material change and may not be indicative of what our operations or financial position would have been had this offering and related transactions taken place on the dates indicated, or that may be
expected to occur in the future. See “Unaudited Pro Forma Condensed Consolidated Combined Financial Information” for a complete description of the adjustments and assumptions underlying the summary unaudited pro forma condensed
consolidated financial data.
30
Table of Contents
Condensed Consolidated Statements of Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Historical |
|
|
Pro Forma (1) |
|
|
|
Three Months Ended
March 31, |
|
|
Year Ended
December 31, |
|
|
Three Months
Ended |
|
|
Year Ended |
|
|
|
2026 |
|
|
2025 |
|
|
2025 |
|
|
2024 |
|
|
March 31,
2026 |
|
|
December 31,
2025 |
|
|
|
|
|
|
|
|
|
(As Restated) |
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Royalty revenue
|
|
$ |
25,616 |
|
|
$ |
8,039 |
|
|
$ |
50,075 |
|
|
$ |
12,702 |
|
|
$ |
25,616 |
|
|
$ |
71,839 |
|
Gain (loss) on commodity derivative instruments
|
|
|
(5,309 |
) |
|
|
(8,874 |
) |
|
|
16,648 |
|
|
|
(4,418 |
) |
|
|
(5,309 |
) |
|
|
16,052 |
|
Lease bonus revenue
|
|
|
517 |
|
|
|
2 |
|
|
|
872 |
|
|
|
1,166 |
|
|
|
517 |
|
|
|
1,343 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
$ |
20,824 |
|
|
|
(833 |
) |
|
|
67,595 |
|
|
|
9,450 |
|
|
|
20,824 |
|
|
|
89,234 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
3,109 |
|
|
|
891 |
|
|
|
16,585 |
|
|
|
2,792 |
|
|
|
3,109 |
|
|
|
27,439 |
|
Management fees
|
|
|
2,981 |
|
|
|
1,423 |
|
|
|
9,966 |
|
|
|
4,681 |
|
|
|
2,981 |
|
|
|
9,966 |
|
Depletion, depreciation and accretion
|
|
|
9,665 |
|
|
|
3,199 |
|
|
|
24,237 |
|
|
|
10,827 |
|
|
|
9,665 |
|
|
|
36,451 |
|
Stock based compensation
|
|
|
483 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
483 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
$ |
16,238 |
|
|
|
5,513 |
|
|
|
50,788 |
|
|
|
18,300 |
|
|
|
16,238 |
|
|
|
73,856 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
$ |
4,586 |
|
|
|
(6,346 |
) |
|
|
16,807 |
|
|
|
(8,850 |
) |
|
|
4,586 |
|
|
|
15,378 |
|
Other expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on extinguishment of debt
|
|
|
— |
|
|
|
— |
|
|
|
3,839 |
|
|
|
359 |
|
|
|
21,017 |
|
|
|
24,879 |
|
Loss on sale of assets
|
|
|
— |
|
|
|
— |
|
|
|
123 |
|
|
|
— |
|
|
|
— |
|
|
|
(6,306 |
) |
Interest expense, net
|
|
|
5,997 |
|
|
|
1,747 |
|
|
|
19,070 |
|
|
|
3,939 |
|
|
|
5,997 |
|
|
|
19,729 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
$ |
(1,411 |
) |
|
|
(8,093 |
) |
|
|
(6,225 |
) |
|
|
(13,148 |
) |
|
|
(22,428 |
) |
|
|
(22,924 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for (benefit from) income taxes
|
|
|
(348 |
) |
|
|
— |
|
|
|
(2,640 |
) |
|
|
(1,587 |
) |
|
|
(4,381 |
) |
|
|
(4,149 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$ |
(1,063 |
) |
|
$ |
(8,093 |
) |
|
$ |
(3,585 |
) |
|
$ |
(11,561 |
) |
|
$ |
(18,047 |
) |
|
$ |
(18,775 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (income) loss attributable to non-controlling interests
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,279 |
|
|
|
3,396 |
|
Earnings allocated to participating securities
|
|
|
(1,186 |
) |
|
|
(1,086 |
) |
|
|
(7,341 |
) |
|
|
(5,266 |
) |
|
|
(1,186 |
) |
|
|
(7,341 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to common stockholders
|
|
$ |
(2,249 |
) |
|
$ |
(9,179 |
) |
|
$ |
(10,926 |
) |
|
$ |
(16,827 |
) |
|
$ |
(15,954 |
) |
|
$ |
(22,720 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
See unaudited pro forma condensed consolidated combined statements of operations for the three months ended
March 31, 2026 and the year ended December 31, 2025 in “Unaudited Pro Forma Condensed Consolidated Combined Financial Information” for more information.
|
31
Table of Contents
Condensed Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Historical |
|
|
Pro Forma (1) |
|
|
|
As of March 31, |
|
|
As of December 31, |
|
|
As of March 31, |
|
|
|
2026 |
|
|
2025 |
|
|
2024 |
|
|
2026 |
|
|
|
|
|
|
(As Restated) |
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
Cash and cash equivalents
|
|
$ |
64,562 |
|
|
$ |
28,989 |
|
|
$ |
5,330 |
|
|
$ |
5,353 |
|
Total assets
|
|
$ |
544,862 |
|
|
$ |
507,138 |
|
|
$ |
165,920 |
|
|
$ |
585,038 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
$ |
261,212 |
|
|
$ |
270,722 |
|
|
$ |
74,128 |
|
|
$ |
115,027 |
|
Total mezzanine equity
|
|
$ |
74,673 |
|
|
$ |
27,662 |
|
|
$ |
21,225 |
|
|
$ |
30,643 |
|
Total shareholders’ equity
|
|
$ |
208,977 |
|
|
$ |
208,754 |
|
|
$ |
70,567 |
|
|
$ |
439,368 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
See unaudited pro forma condensed consolidated combined balance sheet as of March 31, 2026 in
“Unaudited Pro Forma Condensed Consolidated Combined Financial Information” for more information.
|
Non-GAAP Financial Measures
Adjusted EBITDA and Cash Available for Distribution (and their pro forma counterparts)
are supplemental non-GAAP financial measures used by our management and by external users of our financial statements such as investors, research analysts and others that our management believes are useful to
assess the financial performance of our assets and their ability to sustain dividends and/or share repurchases over the long term without regard to financing methods, capital structure or historical cost basis.
We define Adjusted EBITDA as net income (loss) before interest expense, income taxes, and depreciation, depletion and amortization adjusted for unrealized
gains and losses on commodity derivative instruments, non-cash equity-based compensation, if any, accretion of asset retirement obligations, impairment of oil and natural gas properties, if any, gains and
losses on sales of assets, if any, loss on extinguishment of debt, transaction costs and other non-cash or non-recurring operating expenses, if any. We reconcile
Adjusted EBITDA to net income (loss), its most directly comparable GAAP measure.
We define Cash Available for Distribution as net cash provided by
operating activities excluding amortization of debt issuance costs, interest expense, net, transaction costs, deferred taxes, provision for income taxes, management fees, and changes in operating assets and liabilities, plus or minus amounts for
certain non-cash operating activities, cash interest expense, cash taxes and cash preferred dividends. We reconcile Cash Available for Distribution to net cash provided by operating activities, its most
directly comparable GAAP measure.
We define Pro Forma Adjusted EBITDA as Adjusted EBITDA as adjusted in accordance with the adjustments made to the
corresponding period in our unaudited pro forma financial statements included elsewhere in this prospectus. We define Pro Forma Cash Available for Distribution as Cash Available for Distribution as adjusted in accordance with the adjustments made to
the corresponding period in our unaudited pro forma financial statements included elsewhere in this prospectus. Please see “Unaudited Pro Forma Condensed Consolidated Combined Financial Information.”
Adjusted EBITDA and Cash Available for Distribution (and their pro forma counterparts) do not represent and should not be considered alternatives to, or more
meaningful than, their most directly comparable GAAP financial measures or any other measure of financial performance presented in accordance with GAAP as measures of our financial performance. Our non-GAAP
financial measures have important limitations as analytical tools because they exclude some but not all items that affect the most directly comparable GAAP financial measure. Our computations of Adjusted EBITDA and Cash Available for Distribution
(and their pro forma counterparts) may differ from computations of similarly titled measures of other companies.
32
Table of Contents
The following table presents a reconciliation of Adjusted EBITDA and Cash Available for Distribution (and
their pro forma counterparts) to the most directly comparable GAAP financial measures for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Historical |
|
|
Pro Forma (1) |
|
|
|
Three Months Ended
March 31, |
|
|
Year Ended
December 31, |
|
|
Three Months
Ended |
|
|
Year Ended |
|
|
|
2026 |
|
|
2025 |
|
|
2025 |
|
|
2024 |
|
|
March 31,
2026 |
|
|
December 31,
2025 |
|
|
|
|
|
|
|
|
|
(As Restated) |
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
Net income (loss)
|
|
$ |
(1,063 |
) |
|
$ |
(8,093 |
) |
|
$ |
(3,585 |
) |
|
$ |
(11,561 |
) |
|
$ |
(18,047 |
) |
|
$ |
(18,775 |
) |
Interest expense, net
|
|
|
5,997 |
|
|
|
1,747 |
|
|
|
19,070 |
|
|
|
3,939 |
|
|
|
5,997 |
|
|
|
19,729 |
|
Depletion, depreciation and accretion
|
|
|
9,665 |
|
|
|
3,199 |
|
|
|
24,237 |
|
|
|
10,827 |
|
|
|
9,665 |
|
|
|
36,451 |
|
Income tax expense (benefit)
|
|
|
(348 |
) |
|
|
— |
|
|
|
(2,640 |
) |
|
|
(1,587 |
) |
|
|
(4,381 |
) |
|
|
(4,149 |
) |
Unrealized loss (gain) on commodity derivative instruments
|
|
|
(395 |
) |
|
|
8,413 |
|
|
|
(8,121 |
) |
|
|
13,134 |
|
|
|
(395 |
) |
|
|
(8,121 |
) |
Management fees
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,981 |
|
|
|
9,966 |
(2) |
Loss on extinguishment of debt
|
|
|
— |
|
|
|
— |
|
|
|
3,839 |
|
|
|
359 |
|
|
|
21,017 |
|
|
|
24,879 |
|
Stock-based compensation
|
|
|
483 |
|
|
|
— |
|
|
|
179 |
|
|
|
— |
|
|
|
483 |
|
|
|
861 |
(3) |
Transaction costs
|
|
|
— |
|
|
|
— |
|
|
|
7,396 |
|
|
|
300 |
|
|
|
— |
|
|
|
11,596 |
(4) |
Loss on the sale of assets
|
|
|
— |
|
|
|
— |
|
|
|
123 |
|
|
|
— |
|
|
|
— |
|
|
|
(6,306 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
|
$ |
14,339 |
|
|
$ |
5,266 |
|
|
$ |
40,498 |
|
|
$ |
15,411 |
|
|
$ |
17,320 |
|
|
$ |
66,131 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
See our Unaudited Pro Forma Condensed Consolidated Combined Financial Information included elsewhere in this
prospectus for more information about our pro forma financial measures.
|
(2) |
Reflects inclusion of $6.2 million of Base Management Fees and $3.7 million of Dividend Incentive Fees. After
the completion of the Transactions, the Company will no longer incur the Base Management Fees or the Dividend Incentive Fees.
|
(3) |
Reflects inclusion of $0.7 million of stock-based compensation expense from the historical statement of
operations of PHX Minerals incurred during the period from January 1, 2025 through June 23, 2025 (date of acquisition).
|
(4) |
Reflects inclusion of $4.2 million of non-recurring transaction expenses from the historical statement of
operations of PHX Minerals incurred during the period from January 1, 2025 through June 23, 2025 (date of acquisition).
|
33
Table of Contents
The following table presents a reconciliation of Cash Available for Distribution to the most directly
comparable GAAP financial measure for the period indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Historical |
|
|
Pro Forma (1) |
|
|
|
Three Months Ended
March 31, |
|
|
Year Ended
December 31, |
|
|
Three Months
Ended |
|
|
Year
Ended |
|
|
|
2026 |
|
|
2025 |
|
|
2025 |
|
|
2024 |
|
|
March 31,
2026 |
|
|
December 31,
2025 |
|
|
|
|
|
|
|
|
|
(As Restated) |
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
Net cash provided by operating activities
|
|
$ |
2,841 |
|
|
$ |
(230 |
) |
|
$ |
13,577 |
|
|
$ |
9,447 |
|
|
$ |
2,841 |
|
|
|
23,088 |
(2) |
Amortization of debt issuance costs
|
|
|
(197 |
) |
|
|
(149 |
) |
|
|
(744 |
) |
|
|
(316 |
) |
|
|
(197 |
) |
|
|
(744 |
) |
Interest expense, net
|
|
|
5,997 |
|
|
|
1,747 |
|
|
|
19,070 |
|
|
|
3,939 |
|
|
|
5,997 |
|
|
|
19,729 |
|
Transaction costs
|
|
|
— |
|
|
|
— |
|
|
|
7,396 |
|
|
|
300 |
|
|
|
— |
|
|
|
11,596 |
(3) |
Deferred taxes
|
|
|
72 |
|
|
|
— |
|
|
|
3,508 |
|
|
|
1,587 |
|
|
|
72 |
|
|
|
3,508 |
|
Provision for income taxes
|
|
|
(348 |
) |
|
|
— |
|
|
|
(2,640 |
) |
|
|
(1,587 |
) |
|
|
(348 |
) |
|
|
(1,343 |
) |
Management fees
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,981 |
|
|
|
9,966 |
(4) |
Changes in operating assets and liabilities
|
|
|
5,974 |
|
|
|
3,898 |
|
|
|
331 |
|
|
|
2,041 |
|
|
|
5,974 |
|
|
|
331 |
|
Cash interest expense
|
|
|
(5,964 |
) |
|
|
(1,651 |
) |
|
|
(19,117 |
) |
|
|
(3,780 |
) |
|
|
(5,964 |
) |
|
|
(19,978 |
) (5) |
Cash income taxes
|
|
|
(42 |
) |
|
|
— |
|
|
|
(745 |
) |
|
|
(877 |
) |
|
|
(42 |
) |
|
|
(1,034 |
) (6) |
Preferred dividends
|
|
|
(924 |
) |
|
|
(1,044 |
) |
|
|
(7,076 |
) |
|
|
(5,114 |
) |
|
|
(924 |
) |
|
|
(7,076 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Available for Distribution
|
|
$ |
7,409 |
|
|
$ |
2,571 |
|
|
$ |
13,560 |
|
|
$ |
5,640 |
|
|
$ |
10,390 |
|
|
|
38,043 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
See our Unaudited Pro Forma Condensed Consolidated Combined Financial Information included elsewhere in this
prospectus for more information about our pro forma financial measures.
|
(2) |
Reflects inclusion of pro forma income statements changes related to the TRR Acquisition and PHX Acquisition.
|
(3) |
Reflects inclusion of $4.2 million of non-recurring transaction expenses from the historical statement of
operations of PHX Minerals incurred during the period from January 1, 2025 through June 23, 2025 (date of acquisition).
|
(4) |
Reflects inclusion of $6.2 million of Base Management Fees and $3.7 million of Dividend Incentive Fees. After
the completion of the Transactions, the Company will no longer incur the Base Management Fees or the Dividend Incentive Fees.
|
(5) |
Reflects inclusion of $0.8 million of cash interest expense from the historical statement of operations of PHX
Minerals incurred during the period from January 1, 2025 through June 23, 2025 (date of acquisition).
|
(6) |
Reflects inclusion of $0.3 million of cash income taxes from the historical statement of operations of PHX
Minerals incurred during the period from January 1, 2025 through June 23, 2025 (date of acquisition).
|
34
Table of Contents
SUMMARY RESERVE DATA
The following table sets forth (i) estimates of our net proved natural gas, NGL and oil reserves as of December 31, 2025 based on the
reserve report prepared by CG&A, (ii) estimates of our net proved natural gas, NGL and oil reserves as of December 31, 2024 based on the reserve report prepared by Schaper Energy, (iii) estimates of the PHX net proved natural gas,
NGL and oil reserves as of December 31, 2024 based on the reserve report prepared by CG&A and (iv) estimates of the TRR Seller’s net proved natural gas and oil reserves as of December 31, 2024 based on the
reserve report prepared by Ryder Scott. The reserve reports were prepared in accordance with the rules and regulations of the SEC. You should refer to “Risk Factors,” “Business—Our Natural Gas, NGL and Oil Data,”
“Business—Our Natural Gas, NGL and Oil Production Prices and Costs,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical consolidated financial statements and
related notes thereto included elsewhere in this prospectus in evaluating the material presented below. The following table provides (a) our estimated proved reserves as of December 31, 2025 and (b) our, PHX’s and the TRR
Seller’s estimated proved reserves, as of December 31, 2024, as applicable, using the provisions of the SEC rules regarding reserve estimation regarding a historical twelve-month pricing average applied prospectively.
WhiteHawk’s estimates as of December 31, 2024 do not give effect to the PHX Acquisition and the Three Rivers Royalty Acquisition.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WhiteHawk (1) |
|
|
PHX (2) |
|
|
TRR Seller (3) |
|
|
Combined
WhiteHawk,
PHX and TRR
Seller (4) |
|
|
WhiteHawk (5) |
|
|
|
December 31, 2024
(dollars in thousands) |
|
|
December 31,
2025 |
|
Estimated proved developed producing reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Natural gas (MMcf)
|
|
|
64,783 |
|
|
|
41,648 |
|
|
|
47,103 |
|
|
|
153,534 |
|
|
|
154,137 |
|
NGLs (MBbls)
|
|
|
690 |
|
|
|
1,320 |
|
|
|
653 |
|
|
|
2,663 |
|
|
|
2,914 |
|
Oil (MBbls)
|
|
|
23 |
|
|
|
943 |
|
|
|
14 |
|
|
|
980 |
|
|
|
1,154 |
|
Total (MMcfe) (6)
|
|
|
69,061 |
|
|
|
55,227 |
|
|
|
51,105 |
|
|
|
175,393 |
|
|
|
178,544 |
|
Estimated proved developed non-producing reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Natural gas (MMcf)
|
|
|
469 |
|
|
|
901 |
|
|
|
2,424 |
|
|
|
3,794 |
|
|
|
19,094 |
|
NGLs (MBbls)
|
|
|
11 |
|
|
|
2 |
|
|
|
61 |
|
|
|
74 |
|
|
|
459 |
|
Oil (MBbls)
|
|
|
0 |
|
|
|
5 |
|
|
|
4 |
|
|
|
9 |
|
|
|
203 |
|
Total (MMcfe) (6)
|
|
|
535 |
|
|
|
944 |
|
|
|
2,814 |
|
|
|
4,293 |
|
|
|
23,066 |
|
Estimated proved undeveloped reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Natural gas (MMcf)
|
|
|
16,469 |
|
|
|
6,758 |
|
|
|
0 |
|
|
|
23,227 |
|
|
|
4,149 |
|
NGLs (MBbls)
|
|
|
176 |
|
|
|
26 |
|
|
|
0 |
|
|
|
202 |
|
|
|
84 |
|
Oil (MBbls)
|
|
|
16 |
|
|
|
99 |
|
|
|
0 |
|
|
|
115 |
|
|
|
35 |
|
Total (MMcfe) (6)
|
|
|
17,619 |
|
|
|
7,506 |
|
|
|
0 |
|
|
|
25,125 |
|
|
|
4,864 |
|
Estimated proved reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Natural gas (MMcf)
|
|
|
81,721 |
|
|
|
49,307 |
|
|
|
49,527 |
|
|
|
180,555 |
|
|
|
177,380 |
|
NGLs (MBbls)
|
|
|
877 |
|
|
|
1,348 |
|
|
|
714 |
|
|
|
2,939 |
|
|
|
3,457 |
|
Oil (MBbls)
|
|
|
39 |
|
|
|
1,047 |
|
|
|
18 |
|
|
|
1,104 |
|
|
|
1,392 |
|
Total (MMcfe) (6)
|
|
|
87,213 |
|
|
|
63,677 |
|
|
|
53,919 |
|
|
|
204,809 |
|
|
|
206,473 |
|
Standardized Measure ($)
|
|
$ |
61,933 |
|
|
$ |
76,255 |
|
|
$ |
45,088 |
|
|
$ |
183,276 |
|
|
$ |
266,326 |
|
PV-10
($) (7)
|
|
$ |
72,153 |
|
|
$ |
79,642 |
|
|
$ |
45,088 |
|
|
$ |
196,883 |
|
|
$ |
293,690 |
|
(1) |
Our estimated reserves were determined using average first-day-of-the-month prices for the prior 12 months in accordance with SEC guidance. For gas volumes, the average Henry Hub
spot price calculated in accordance with SEC guidance of $2.13 per MMBtu was
|
35
Table of Contents
|
adjusted for local basis differential, treating cost, transportation, gas shrinkage and gas heating value (BTU content). For NGLs and oil volumes, the average West Texas Intermediate price
calculated in accordance with SEC guidance of $75.48 per barrel as of December 31, 2024 was adjusted for local basis differential, treating cost, transportation and/or crude quality and gravity corrections. All economic factors were held
constant throughout the lives of the properties in accordance with SEC guidelines. The average adjusted product prices weighted by production over the remaining lives of the proved properties were $1.788 per Mcf of gas, $26.32 per barrel of NGLs and
$65.26 per barrel of oil as of December 31, 2024. |
(2) |
PHX’s estimated reserves were determined using average first-day-of-the-month prices for the prior 12 months in accordance with SEC guidance. For gas volumes, the average Henry
Hub spot price calculated in accordance with SEC guidance of $2.13 per MMBtu was adjusted for local basis differential, treating cost, transportation, gas shrinkage and gas heating value (BTU content). For NGLs and oil volumes, the average West
Texas Intermediate price calculated in accordance with SEC guidance of $75.48 per barrel as of December 31, 2024 was adjusted for local basis differential, treating cost, transportati
### EX-4.1 - EX-4.1
EX-4.1
3
d86452dex41.htm
EX-4.1
EX-4.1
Exhibit 4.1
5; ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# . CLASS A COMMON STOCK PAR VALUE $0.0001 CLASS A COMMON STOCK WhiteHawk Minerals Corp. PO
Box 43004, Providence RI 02940-3004 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 Shares Certificate Number **000000****************** ***000000***************** ****000000**************** *****000000***************
******000000************** ZQ00000000 WhiteHawk Minerals Corp. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS ** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample
**** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David
Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander
David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr.
Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample
**** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David
Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander
David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Sample **** Mr. Sample MR. SAMPLE & MRS. SAMPLE & MR. SAMPLE & MRS. SAMPLE THIS CERTIFIES THAT XXXXXX XX X CUSIP **000000
**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares**** 000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****
000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares**** 000000**Shares****000000** Sha res****000000** Shares****000000**Shares****000000**Shares****000000**Shares****000000** Shares****000000**
Shares****000000**Shares****000000**Shares****000000**Shares****000000** Shares****000000** Shares****000000**Shares****000000**Shares****000000**Shares****000000** Shares****000000**Shares****000000
**Shares****000000**Shares****000000**Shares****000000**Shares****000000** Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**
Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000** Shares****000000**Shares****000000**Shares****0 00000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**
Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000** Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000** Shares****000000**Shares****000000**Shares
****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000** Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000** Shares****000000**Shares****000000**Shares****000000**Shares****000000**
Shares****000000**Shares****000000**Shares****000000**S hares****000000**Shares****000000**Shares****000000**Shares**** ***ZERO HUNDRED THOUSAND ZERO HUNDRED AND ZERO*** is the owner of THIS CERTIFICATE IS TRANSFERABLE IN CITIES DESIGNATED BY THE
TRANSFER AGENT, AVAILABLE ONLINE AT www.computershare.com FULLY-PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK OF WhiteHawk Minerals Corp. (hereinafter called the “Company”), transferable on the books of the Company in person or
by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby, are issued and shall be held subject to all of the provisions of the Certificate of Incorporation, as amended, and
the By-Laws, as amended, of the Company (copies of which are on file with the Company and with the Transfer Agent), to all of which each holder, by acceptance hereof, assents. This Certificate is not valid unless countersigned and registered by the
Transfer Agent and Registrar. Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers. Certificate Numbers 1234567890/1234567890 1234567890/1234567890 1234567890/1234567890 1234567890/1234567890
1234567890/1234567890 1234567890/1234567890 Total Transaction CUSIP/IDENTIFIER XXXXXX XX X Holder ID XXXXXXXXXX Insurance Value 1,000,000.00 Number of Shares 123456 DTC 12345678 123456789012345 DATED COUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST
COMPANY, N.A.TRANSFER AGENT AND REGISTRAR, DD-MMM-YYYY Num/No. 1 2 3 4 5 6 FACSIMILE SIGNATURE TO COME WhiteHawk Minerals Corp. CORPORATE Denom. 1 2 3 4 5 6 President DELAWARE DATE Total 1 2 3 4 5 6 7 FACSIMILE SIGNATURE TO COME By Secretary
AUTHORIZED SIGNATURE
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
WHITEHAWK MINERALS CORP.
THE COMPANY WILL FURNISH
WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR
RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE CERTIFICATE OF INCORPORATION OF THE COMPANY, AS AMENDED, AND THE RESOLUTIONS OF THE BOARD OF
DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE
OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR
DESTRUCTION OF ANY SUCH CERTIFICATE.
|
|
|
|
|
|
|
For US purposes the following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written
out in full according to applicable laws or regulations:
|
|
|
|
|
TEN COM |
|
- as tenants in common |
|
UNIF GIFT MIN ACT |
|
-
..
.........
.. Custodian ..............................................
|
|
|
|
|
|
|
(Cust) (Minor) |
TEN ENT |
|
- as tenants by the entireties |
|
|
|
under Uniform Gifts to Minors Act ................................................ |
|
|
|
|
|
|
(State) |
JT TEN |
|
- as joint tenants with right of survivorship |
|
UNIF TRF MIN ACT |
|
-
..............
Custodian (until age................................. ) |
|
|
and not as tenants in common |
|
|
|
(Cust) |
|
|
|
|
|
|
........................under Uniform Transfers to Minors Act ................... |
|
|
|
|
|
|
(Minor)
(State) |
Additional abbreviations may also be used though not in the above list.
|
|
|
|
|
|
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
|
For value received, hereby sell, assign and transfer unto
|
|
|
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)
|
|
|
|
|
|
|
Shares |
of the Class A Common Stock represented by the within Certificate, and do hereby irrevocably constitute and
appoint
|
|
|
|
|
Attorney |
to transfer the said stock on the books of the within-named Company with full power of substitution in the premises.
|
|
|
|
Dated:
20
|
|
Signature(s) Guaranteed: Medallion Guarantee Stamp
THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE
17Ad-15.
|
Signature:
|
Signature:
|
Notice: The signature to this assignment must correspond with the name as written upon
the face of the certificate, in every particular, without alteration or enlargement, or any change whatever.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The IRS requires that the named transfer agent (“we”) report the cost basis of certain shares or units acquired after
January 1, 2011. If your shares or units are covered by the legislation, and you requested to sell or transfer the shares or units using a specific cost basis calculation method, then we have processed as you requested. If you did not specify a cost
basis calculation method, then we have defaulted to the first in, first out (FIFO) method. Please consult your tax advisor if you need additional information about cost basis.
If you do not keep in contact with the issuer or do not have any activity
in your account for the time period specified by state law, your property may become subject to state unclaimed property laws and transferred to the appropriate state.
|
|
|
### EX-5.1 - EX-5.1
EX-5.1
4
d86452dex51.htm
EX-5.1
EX-5.1
Exhibit 5.1
|
|
|
|
|
|
|
811 Main Street, Suite 3700 |
|
|
Houston, TX 77002 |
|
|
Tel: +1.713.546.5400 Fax: +1.713.546.5401 |
|
|
www.lw.com |
|
|
|
|
FIRM / AFFILIATE OFFICES |
|
Austin |
|
Milan |
|
|
Beijing |
|
Munich |
|
|
Boston |
|
New York |
|
|
Brussels |
|
Orange County |
|
|
Chicago |
|
Paris |
|
|
Dubai |
|
Riyadh |
|
|
Düsseldorf |
|
San Diego |
|
|
Frankfurt |
|
San Francisco |
|
|
Hamburg |
|
Seoul |
May 26, 2026 |
|
Hong Kong |
|
Silicon Valley |
|
|
Houston |
|
Singapore |
|
|
London |
|
Tel Aviv |
WhiteHawk Income Corporation |
|
Los Angeles |
|
Tokyo |
2000 Market Street, Suite 910 |
|
Madrid |
|
Washington, D.C. |
Philadelphia, PA 19103
Re: |
Registration Statement No. 333-295743
|
7,963,750 shares of Class A common stock, par value $0.0001 per share
To the addressee set forth above:
We have acted
as special counsel to WhiteHawk Income Corporation, a Delaware corporation (the “ Company ”), in connection with the proposed issuance of up to 7,963,750 shares of Class A common stock, $0.0001 par value per share (the
“ Shares ”). The Shares are included in a registration statement on Form S-1 under the Securities Act of 1933, as amended (the “ Act ”), initially filed with the
Securities and Exchange Commission (the “ Commission ”) on May 11, 2026 (Registration No. 333-295743, as amended, the “ Registration Statement ”). The
term “Shares” shall include any additional shares of common stock registered by the Company pursuant to Rule 462(b) under the Act in connection with the offering contemplated by the Registration Statement. This opinion is being furnished
in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related
Prospectus, other than as expressly stated herein with respect to the issue of the Shares.
As such counsel, we have examined such matters
of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having
independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, upon the proper filing of the
amended and restated certificate of incorporation of the Company, substantially in the form most recently filed as an exhibit to the Registration Statement, with the Secretary of State of Delaware and when the Shares shall have been duly registered
on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the form of underwriting
agreement most recently filed as
May 26, 2026
Page 2
an exhibit to the Registration Statement, the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued,
fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to
rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” We
further consent to the incorporation by reference of this letter and consent into any registration statement filed pursuant to Rule 462(b) with respect to the Shares. In giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
|
Sincerely,
|
/s/ Latham & Watkins LLP
|
### EX-10.13 - EX-10.13
EX-10.13
5
d86452dex1013.htm
EX-10.13
EX-10.13
Exhibit 10.13
A MENDED
AND R ESTATED C REDIT A GREEMENT
DATED AS
OF M AY 25, 2026
AMONG
W HITE H AWK I NCOME C ORPORATION
AS P ARENT ,
W HITE H AWK I NCOME O PERATING P ARTNERSHIP L.P.
AS B ORROWER ,
C APITAL O NE , N ATIONAL A SSOCIATION ,
AS A DMINISTRATIVE A GENT AND
I SSUING B ANK
AND
T HE L ENDERS P ARTY H ERETO
C APITAL O NE , N ATIONAL A SSOCIATION ,
AS J OINT L EAD A RRANGER AND S OLE
B OOKRUNNER
U.S. B ANK N ATIONAL A SSOCIATION ,
AS J OINT L EAD A RRANGER
TABLE OF CONTENTS
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Page |
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ARTICLE I |
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DEFINITIONS AND ACCOUNTING MATTERS |
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Section 1.01
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Terms Defined Above
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1 |
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Section 1.02
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Certain Defined Terms
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1 |
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Section 1.03
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Types of Loans and Borrowings
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48 |
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Section 1.04
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Terms Generally; Rules of Construction
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48 |
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Section 1.05
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Accounting Terms and Determinations; GAAP
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48 |
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Section 1.06
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Rates
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49 |
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Section 1.07
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Divisions
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49 |
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ARTICLE II |
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THE CREDITS |
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Section 2.01
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Commitments
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49 |
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Section 2.02
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Loans and Borrowings
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49 |
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Section 2.03
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Requests for Borrowings
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51 |
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Section 2.04
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Interest Elections
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52 |
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Section 2.05
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Funding of Borrowings
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53 |
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Section 2.06
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Termination and Reduction of Aggregate Maximum Credit Amounts; Increase, Reduction and Termination of Aggregate Elected
Commitment Amounts
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54 |
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Section 2.07
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Borrowing Base
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58 |
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Section 2.08
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Letters of Credit
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61 |
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Section 2.09
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Defaulting Lenders
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68 |
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ARTICLE III |
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PAYMENTS OF PRINCIPAL AND INTEREST; PREPAYMENTS; FEES |
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Section 3.01
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Repayment of Loans
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69 |
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Section 3.02
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Interest
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69 |
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Section 3.03
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Inability to Determine Rates; Effect of Benchmark Transition Event
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70 |
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Section 3.04
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Prepayments
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73 |
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Section 3.05
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Fees
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75 |
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ARTICLE IV |
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PAYMENTS; PRO RATA TREATMENT; SHARING OF SET-OFFS |
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Section 4.01
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Payments Generally; Pro Rata Treatment; Sharing of Set-offs
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77 |
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Section 4.02
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Presumption of Payment by the Borrower
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78 |
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Section 4.03
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Certain Deductions by the Administrative Agent
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78 |
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Section 4.04
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Disposition of Proceeds
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78 |
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ARTICLE V |
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INCREASED COSTS; BREAK FUNDING PAYMENTS; TAXES; ILLEGALITY |
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Section 5.01
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Increased Costs |
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79 |
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ii
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Section 5.02
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Break Funding Payments |
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80 |
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Section 5.03
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Taxes |
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80 |
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Section 5.04
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Mitigation Obligations; Replacement of Lenders |
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84 |
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ARTICLE VI |
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CONDITIONS PRECEDENT |
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Section 6.01
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Signing Date |
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85 |
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Section 6.02
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Effective Date |
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87 |
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Section 6.03
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Each Credit Event |
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92 |
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ARTICLE VII |
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REPRESENTATIONS AND WARRANTIES |
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Section 7.01
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Organization; Powers |
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93 |
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Section 7.02
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Authority; Enforceability |
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93 |
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Section 7.03
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Approvals; No Conflicts |
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93 |
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Section 7.04
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Financial Condition; No Material Adverse Effect |
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94 |
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Section 7.05
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Litigation |
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94 |
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Section 7.06
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Environmental Matters |
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94 |
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Section 7.07
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Compliance with the Laws and Agreements; No Defaults or Borrowing Base Deficiency |
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96 |
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Section 7.08
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Investment Company Act |
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96 |
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Section 7.09
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Taxes |
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96 |
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Section 7.10
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ERISA |
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96 |
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Section 7.11
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Disclosure; No Material Misstatements |
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97 |
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Section 7.12
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Insurance |
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98 |
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Section 7.13
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Subsidiaries |
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98 |
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Section 7.14
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Properties; Defensible Title |
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98 |
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Section 7.15
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Maintenance of Properties |
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99 |
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Section 7.16
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Gas Imbalances; Prepayments |
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100 |
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Section 7.17
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Marketing of Production |
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100 |
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Section 7.18
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Swap Agreements and Qualified ECP Guarantor |
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101 |
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Section 7.19
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Use of Loans and Letters of Credit |
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101 |
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Section 7.20
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Solvency |
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101 |
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Section 7.21
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Anti-Corruption Laws, Sanctions and Patriot Act |
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101 |
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Section 7.22
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Affected Financial Institution |
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101 |
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Section 7.23
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Security Instruments |
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101 |
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Section 7.24
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Senior Indebtedness Status |
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102 |
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Section 7.25
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Beneficial Ownership |
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102 |
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Section 7.26
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Outbound Investment Rules |
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102 |
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Section 7.27
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No Operations |
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102 |
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ARTICLE VIII |
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AFFIRMATIVE COVENANTS |
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Section 8.01
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Financial Statements; Other Information |
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102 |
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Section 8.02
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Notices of Material Events |
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107 |
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Section 8.03
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Existence; Conduct of Business |
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108 |
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Section 8.04
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Payment of Taxes |
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108 |
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iii
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Section 8.05
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Operation and Maintenance of Properties |
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108 |
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Section 8.06
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Insurance |
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109 |
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Section 8.07
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Books and Records; Inspection Rights |
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109 |
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Section 8.08
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Compliance with Laws |
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109 |
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Section 8.09
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Environmental Matters |
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109 |
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Section 8.10
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Further Assurances |
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111 |
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Section 8.11
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Reserve Reports |
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111 |
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Section 8.12
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Title Information |
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112 |
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Section 8.13
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Additional Collateral; Additional Guarantors |
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113 |
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Section 8.14
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ERISA Compliance |
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115 |
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Section 8.15
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Commodity Exchange Act Keepwell Provisions |
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115 |
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Section 8.16
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Deposit Accounts, Commodity Accounts, and Securities Accounts |
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116 |
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Section 8.17
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Marketing Activities |
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116 |
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Section 8.18
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Sanctions |
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116 |
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Section 8.19
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Unrestricted Subsidiaries |
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117 |
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Section 8.20
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Minimum Hedging |
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117 |
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Section 8.21
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Depositary Arrangements |
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118 |
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Section 8.22
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Reserved |
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118 |
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Section 8.23
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More Favorable Terms |
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118 |
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ARTICLE IX |
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NEGATIVE COVENANTS |
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Section 9.01
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Financial Covenants |
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120 |
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Section 9.02
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Debt |
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121 |
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Section 9.03
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Liens |
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123 |
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Section 9.04
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Dividends and Distributions and Payments in Respect of Second Lien Notes and Permitted Senior Notes; Amendments to Second Lien Note Documents and Senior Note Documents |
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124 |
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Section 9.05
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Investments, Loans and Advances |
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126 |
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Section 9.06
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Nature of Business; No Foreign Subsidiaries or International Operations |
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128 |
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Section 9.07
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Proceeds of Loans |
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128 |
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Section 9.08
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Mergers, Etc. |
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128 |
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Section 9.09
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Sale of Properties and Termination of Swap Agreements |
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129 |
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Section 9.10
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Environmental Matters |
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131 |
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Section 9.11
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Transactions with Affiliates |
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131 |
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Section 9.12
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ERISA Compliance |
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132 |
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Section 9.13
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Negative Pledge Agreements; Dividend Restrictions |
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132 |
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Section 9.14
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Swap Agreements |
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133 |
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Section 9.15
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Designation and Conversion of Restricted and Unrestricted Subsidiaries |
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134 |
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Section 9.16
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Limitation on Changes in Fiscal Periods |
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135 |
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Section 9.17
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Amendments to Organizational Documents and Citadel Permitted Existing Trade Documents |
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135 |
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Section 9.18
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Outbound Investment Rules |
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136 |
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Section 9.19
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Passive Holding Company |
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136 |
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iv
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ARTICLE X |
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EVENTS OF DEFAULT; REMEDIES |
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Section 10.01
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Events of Default |
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137 |
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Section 10.02
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Remedies |
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140 |
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ARTICLE XI |
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THE AGENTS |
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Section 11.01
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Appointment; Powers |
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142 |
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Section 11.02
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Duties and Obligations of Administrative Agent |
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142 |
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Section 11.03
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Action by Administrative Agent |
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143 |
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Section 11.04
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Reliance by Administrative Agent |
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143 |
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Section 11.05
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Subagents |
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144 |
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Section 11.06
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Resignation of Administrative Agent |
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144 |
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Section 11.07
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Agents as Lenders |
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144 |
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Section 11.08
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No Reliance |
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144 |
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Section 11.09
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Administrative Agent May File Proofs of Claim |
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145 |
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Section 11.10
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Authority of Administrative Agent to Release Collateral, Liens and Guarantors |
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146 |
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Section 11.11
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The Arrangers and the Agents |
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147 |
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Section 11.12
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Certain ERISA Matters |
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147 |
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Section 11.13
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Credit Bidding |
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149 |
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Section 11.14
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Erroneous Payments |
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150 |
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ARTICLE XII |
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MISCELLANEOUS |
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Section 12.01
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Notices |
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152 |
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Section 12.02
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Waivers; Amendments |
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154 |
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Section 12.03
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Expenses, Indemnity; Damage Waiver |
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156 |
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Section 12.04
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Successors and Assigns |
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159 |
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Section 12.05
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Survival; Revival; Reinstatement |
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165 |
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Section 12.06
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Counterparts; Integration; Effectiveness |
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165 |
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Section 12.07
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Severability |
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167 |
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Section 12.08
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Right of Setoff |
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167 |
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Section 12.09
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Governing Law; Jurisdiction; Consent to Service of Process |
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167 |
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Section 12.10
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Headings |
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168 |
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Section 12.11
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Non-Public Information; Confidentiality |
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168 |
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Section 12.12
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Interest Rate Limitation |
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170 |
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Section 12.13
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Exculpation Provisions |
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171 |
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Section 12.14
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Collateral Matters; Swap Agreements; Action by Secured Parties |
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172 |
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Section 12.15
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No Third Party Beneficiaries |
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172 |
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Section 12.16
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USA Patriot Act Notice; Anti-Money Laundering Laws |
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172 |
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Section 12.17
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No Advisory or Fiduciary Responsibility |
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172 |
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Section 12.18
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Acknowledgement and Consent to Bail-In of Affected Financial Institution |
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173 |
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Section 12.19
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Acknowledgement Regarding Any Supported QFCs |
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173 |
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Section 12.20
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Intercreditor Agreement |
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174 |
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Section 12.21
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Amendment and Restatement of Existing Credit Agreement |
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175 |
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v
ANNEXES, EXHIBITS AND SCHEDULES
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Annex I
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List of Maximum Credit Amounts and Elected Commitments
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Exhibit A
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Form of Note
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Exhibit B
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Form of Borrowing Request
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Exhibit C
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Form of Interest Election Request
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Exhibit D
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|
Form of Compliance Certificate
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Exhibit E
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[Reserved]
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Exhibit F
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[Reserved]
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Exhibit G
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Security Instruments as of the Effective Date
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Exhibit H
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Form of Assignment and Assumption
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Exhibit I
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Form of Elected Commitment Increase Certificate
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Exhibit J
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Additional Lender Certificate
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Exhibit K-1
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Form of U.S. Tax Compliance Certificate (Foreign Lenders; not partnerships)
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Exhibit K-2
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Form of U.S. Tax Compliance Certificate (Foreign Participants; not partnerships)
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Exhibit K-3
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Form of U.S. Tax Compliance Certificate (Foreign Participants; partnerships)
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Exhibit K-4
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Form of U.S. Tax Compliance Certificate (Foreign Lenders; partnerships)
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Exhibit L
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[Reserved]
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Exhibit M
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Form of Solvency Certificate
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Exhibit N
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Form of Reserve Report Certificate
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Schedule 1.02
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Citadel Permitted Existing Confirmations
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Schedule 7.05
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Litigation
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Schedule 7.13
|
|
Subsidiaries
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Schedule 7.16
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|
Gas Imbalances
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Schedule 7.17
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|
Marketing Contracts
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Schedule 7.18
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|
Citadel Permitted Existing Trades
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Schedule 9.02
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Existing Debt
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Schedule 9.05
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Investments
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vi
T HIS A MENDED AND
R ESTATED C REDIT A GREEMENT dated as of May 25, 2026, is among WhiteHawk Income Operating Partnership L.P., a Delaware limited partnership (the “ Borrower ”);
WhiteHawk Income Corporation, a Delaware corporation (the “ Parent ”); WhiteHawk Income OP GP LLC, a Delaware limited liability company, in its capacity as the general partner of the Borrower (the “ General
Partner ”); each of the Lenders from time to time party hereto; and Capital One, National Association, as administrative agent and collateral agent for the Lenders (in such capacity, together with its successors in such capacity, the
“ Administrative Agent ”) and as the Issuing Bank.
R E C I T A L S
(A) |
The Borrower, as borrower, the Parent, the General Partner, the Administrative Agent, as administrative
agent, the Issuing Bank, and the lenders party thereto are parties to that certain Credit Agreement, dated as of May 10, 2026 (the “ Existing Credit Agreement ”).
|
(B) |
The Borrower has requested that the Lenders and the Issuing Bank provide certain loans to and extensions of
credit on behalf of the Borrower.
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(C) |
The Lenders and the Issuing Bank have agreed to make such loans and extensions of credit subject to the
terms and conditions of this Agreement.
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(D) |
It is the intent of the parties hereto that this Agreement shall not constitute a novation of the
obligations and liabilities existing under the Existing Credit Agreement and that this Agreement shall amend and restate the Existing Credit Agreement in its entirety.
|
(E) |
In consideration of the mutual covenants and agreements herein contained and of the loans, extensions of
credit and commitments hereinafter referred to, the parties hereto agree as follows:
|
ARTICLE I
DEFINITIONS AND ACCOUNTING MATTERS
Section 1.01 Terms Defined Above . As used in this Agreement, each term defined
above has the meaning indicated above.
Section 1.02 Certain Defined Terms .
As used in this Agreement, the following terms have the meanings specified below:
“ ABR ”, when used in
reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.
“ Acquired EBITDAX ” shall mean, with respect to any Acquired Entity or Business with an acquisition price in
excess of $1,000,000 or any Converted Restricted Subsidiary with a fair market value (as determined by the Borrower in good faith) in excess of $1,000,000 for any period, the amount for such period of EBITDAX of such Acquired Entity or Business or
Converted Restricted Subsidiary (determined as if references to the Borrower and the Restricted Subsidiaries or Consolidated Restricted Subsidiaries in the definition of EBITDAX (and in the component
1
definitions used therein) were references to such Acquired Entity or Business and its Subsidiaries or to such Converted Restricted Subsidiary and its Subsidiaries), as applicable, all as
determined on a consolidated basis for such Acquired Entity or Business or Converted Restricted Subsidiary, as applicable; provided that if (a) the acquisition consideration of the Acquired Entity or Business, or the fair market value of
the Converted Restricted Subsidiary exceeds $30,000,000 (each, a “ Material Acquisition ”), (b) the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower setting forth the
proposed Acquired EBITDAX for such Acquired Entity or Business or Converted Restricted Subsidiary, as applicable, and attaching thereto reasonably detailed calculations of Acquired EBITDAX for such Acquired Entity or Business or Converted Restricted
Subsidiary, as applicable, and such other information as the Administrative Agent shall reasonably request, which shall, in each case, be in form and substance reasonably satisfactory to the Administrative Agent; and (c) the Administrative
Agent shall have approved of (such approval not to be unreasonably withheld), in writing, after delivery by the Borrower of the certificate described in the foregoing clause (b) of the Acquired EBITDAX Acquired Entity or Business or Converted
Restricted Subsidiary, as applicable, then solely for the purpose of calculating the Consolidated Net Leverage Ratio hereunder for any date on or after such Acquired Entity or Business was acquired or any Converted Restricted Subsidiary was
converted, (i) for the fiscal quarter in which such Acquired Entity or Business was acquired or any Converted Restricted Subsidiary was converted, Acquired EBITDAX shall be calculated by multiplying EBITDAX of such Acquired Entity or Business
or Converted Restricted Subsidiary for the most recent fiscal quarter by 4, (ii) for the fiscal quarter in which such Acquired Entity or Business was acquired or any Converted Restricted Subsidiary was converted and the immediately following fiscal
quarter, Acquired EBITDAX shall be calculated by multiplying EBITDAX of such Acquired Entity or Business or Converted Restricted Subsidiary for the two most recent fiscal quarters by 2, (iii) for the fiscal quarter in which such Acquired Entity or
Business was acquired or any Converted Restricted Subsidiary was converted and the two immediately following fiscal quarters, Acquired EBITDAX shall be calculated by multiplying EBITDAX of such Acquired Entity or Business or Converted Restricted
Subsidiary for the three most recent fiscal quarters by 4/3 and (iv) thereafter, Acquired EBITDAX of such Acquired Entity or Business was acquired or any Converted Restricted Subsidiary shall be EBITDAX for the four most recent fiscal quarters.
“ Acquired Entity or Business ” has the meaning set forth in the definition of the term
“EBITDAX”.
“ Additional Lender ” has the meaning set forth in
Section 2.06(c)(i) .
“ Additional Lender Certificate ” has the meaning set
forth in Section 2.06(c)(ii)(F) .
“ Administrative Questionnaire ” means an
Administrative Questionnaire in a form supplied by the Administrative Agent.
“ Affected Financial
Institution ” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
“ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through
one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.
2
“ Agents ” means, collectively, the Administrative Agent
and any syndication or documentation agent hereunder from time to time; and “ Agent ” shall mean any of them individually, as the context requires.
“ Aggregate Elected Commitment Amounts ” means, at any time, an amount equal to the sum of the Elected
Commitments of the Lenders, as the same may be increased, reduced or terminated pursuant to Section 2.06(c) . As of the Effective Date, the Aggregate Elected Commitment Amounts is $150,000,000.
“ Aggregate Maximum Credit Amounts ” means, at any time, an amount equal to the sum of the Maximum Credit
Amounts, as the same may be reduced or terminated pursuant to Section 2.06 . As of the Effective Date, the Aggregate Maximum Credit Amounts are $500,000,000.
“ Agreement ” means this Amended and Restated Credit Agreement, as the same may from time to time be amended,
restated, amended and restated, supplemented or otherwise modified.
“ Alternate Base Rate ” means, for
any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate in effect on such day
plus 1 ⁄ 2 of 1% and (c) Term SOFR for a one month Interest Period beginning on such day (or if such day is not a Business Day, the immediately
preceding Business Day) plus 1.0% ( provided that clause (c) shall not be applicable during any period in which Term SOFR is unavailable or unascertainable). Any change in the Alternate Base Rate due to a change in the Prime Rate,
the Federal Funds Rate or Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate or Term SOFR, respectively. Notwithstanding the foregoing, in no event shall the Alternate Base
Rate be less than 1.00%.
“ Annualized EBITDAX ” means, for the purposes of calculating the Consolidated
Net Leverage Ratio, (i) for the first fiscal quarter ending after the Effective Date, EBITDAX shall be calculated by multiplying EBITDAX for such fiscal quarter by 4, (ii) for the first two fiscal quarters ending after the Effective Date,
EBITDAX shall be calculated by multiplying EBITDAX for such two fiscal quarters by 2 and (iii) for the first three fiscal quarters ending after the Effective Date, EBITDAX shall be calculated by multiplying EBITDAX for such three fiscal
quarters by 4/3; provided that for the fiscal quarters identified in clauses (i) through (iii) hereof, Acquired EBITDAX (other than as set forth in the proviso to the definition of Acquired EBITDAX) and Disposed EBITDAX shall, be
included in the calculation of EBITDAX before giving effect to the annualization set forth herein, without duplication of any annualization calculation applied pursuant to the definition of Acquired EBITDAX.
“ Anti-Corruption Laws ” means all laws, rules, and regulations of any jurisdiction applicable to the Parent,
the General Partner, the Borrower or any of its Subsidiaries from time to time concerning or relating to bribery or corruption, including the U.S. Foreign Corrupt Practices Act, as amended.
“ Anti-Money Laundering Laws ” means any and all laws, statutes, regulations or obligatory government orders,
decrees, ordinances or rules related to terrorism financing or money laundering, including any applicable provision of The Currency and Foreign Transactions
3
Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959), as amended by the Patriot
Act.
“ Applicable Margin ” means, for any day, with respect to any ABR Loan or SOFR Loan, or with
respect to the commitment fee rate (the “ Commitment Fee Rate ”), as the case may be, the rate per annum set forth in the Borrowing Base Utilization Grid below based upon the Utilization Percentage then in effect:
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|
|
|
|
|
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|
|
|
|
Borrowing Base Utilization Grid |
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Utilization Percentage
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> 25% |
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>25% but ≤
50% |
|
|
> 50% but ≤
75% |
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> 75% but ≤
90% |
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> 90% |
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SOFR Loans
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|
|
2.50 |
% |
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|
2.75 |
% |
|
|
3.00 |
% |
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|
3.25 |
% |
|
|
3.50 |
% |
ABR Loans
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|
|
1.50 |
% |
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|
1.75 |
% |
|
|
2.00 |
% |
|
|
2.25 |
% |
|
|
2.50 |
% |
Commitment Fee Rate
|
|
|
0.375 |
% |
|
|
0.375 |
% |
|
|
0.50 |
% |
|
|
0.50 |
% |
|
|
0.50 |
% |
Each change in the Applicable Margin and the Commitment Fee Rate shall apply during the period
commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change.
“ Applicable Percentage ” means, with respect to any Lender at any time, the percentage of the Aggregate
Maximum Credit Amounts represented by such Lender’s Maximum Credit Amount; provided that in the case of Section 2.09 when a Defaulting Lender shall exist, “Applicable Percentage” as used in such
Section 2.09 shall mean the percentage of the Aggregate Maximum Credit Amounts (disregarding any Defaulting Lender’s Maximum Credit Amounts) represented by such Lender’s Maximum Credit Amount; provided
further that if the Commitments have terminated or expired, each Lender’s “Applicable Percentage” shall be determined based upon the Commitments most recently in effect.
“ Approved Counterparty ” means (a) any Person who, at the time of entering into a Swap Agreement, is a
Lender or an Affiliate of a Lender and (b) any other Person (or the credit support provider of such Person who guarantees all obligations of such Person under such Swap Agreement) who, at the time of entering into a Swap Agreement, has a long
term senior unsecured debt rating of A-/A3 by S&P or Moody’s (or their equivalent) or higher.
“ Approved Fund ” means any Person (other than a natural person (or any holding company, investment vehicle,
or trust owned and operated for the primary benefit of a natural person)) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or
managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
“ Approved Petroleum Engineers ” means (a) Netherland, Sewell & Associates, Inc., (b) DeGolyer
and MacNaughton, (c) Cawley Gillespie and Associates, Inc., (d) Ryder Scott
4
Company, L.P., (e) Wright & Company, Inc. or (f) any other regionally or nationally recognized independent petroleum engineering firms reasonably acceptable to the Administrative
Agent.
“ Arranger ” means each of (a) Capital One, National Association, in its capacity as joint
lead arranger and sole bookrunner hereunder, and (b) U.S. Bank National Association, in its capacity as joint lead arranger hereunder.
“ ASC ” means the Financial Accounting Standards Board Accounting Standards Codification, as in effect from
time to time.
“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender
and an assignee (with the consent of any party whose consent is required by Section 12.04(b) ), and accepted by the Administrative Agent, in the form of Exhibit H or any other form approved by the
Administrative Agent.
“ Availability Period ” means the period from and including the Effective Date to
but excluding the Termination Date.
“ Available Tenor ” means, as of any date of determination and with
respect to the then-current Benchmark, as applicable, (a) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement
or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such
Benchmark, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 3.03(c)(iv) .
“ Bail-In Action ” means the exercise of any Write-Down and
Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
“ Bail-In Legislation ” means (a) with respect to any EEA Member
Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described
in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule
applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
“ Bank Price Deck ” means the Administrative Agent’s most recent internal price deck (or such prior
internal price deck as specified herein) on a forward curve basis for each of oil, natural gas and other Hydrocarbons, as applicable.
“ Bankruptcy Code ” means the United States Bankruptcy Code, Title 11 U.S.C.
“ Benchmark ” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition
Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the
5
extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.03(c)(i) .
“ Benchmark Replacement ” means, with respect to any Benchmark Transition Event, the sum of: (a) the
alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the
Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities and (b) the related
Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan
Documents.
“ Benchmark Replacement Adjustment ” means, with respect to any replacement of the
then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Available Tenor, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has
been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such
Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread
adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities.
“ Benchmark Replacement Date ” means the earlier to occur of the following events with respect to the
then-current Benchmark:
(a) in the case of clause (a) or (b) of the definition of “Benchmark Transition
Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof)
permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or
(b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on
which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be
non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such
clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.
For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause
(a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).
6
“ Benchmark Transition Event ” means the occurrence of one
or more of the following events with respect to the then-current Benchmark:
(a) a public statement or publication
of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such
component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);
(b) a public statement or publication of information by the regulatory supervisor for the administrator of such
Benchmark (or the published component used in the calculation thereof), the Board, the NYFRB, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the
administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or
such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor
administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or
(c) a public statement or publication of information by the regulatory supervisor for the administrator of such
Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.
For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any
Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).
“ Benchmark Transition Start Date ” means, in the case of a Benchmark Transition Event, the earlier of
(a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public
statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).
“ Benchmark Unavailability Period ” means the period (if any) (x) beginning at the time that a Benchmark
Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.03(c)(i) and
(y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.03(c)(i) .
“ Beneficial Ownership Certification ” means a certification regarding beneficial ownership required by the
Beneficial Ownership Regulation, which certification shall be substantially similar
7
in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and
Securities Industry and Financial Markets Association.
“ Beneficial Ownership Regulation ” means 31
C.F.R. § 1010.230.
“ Benefit Plan ” means any of (a) an “employee benefit
plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for
purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.
“ Board ” means the Board of Governors of the Federal Reserve System of the United States of America or any
successor Governmental Authority.
“ Borrowing ” means Loans of the same Type, made, converted or
continued on the same date and, in the case of SOFR Loans, as to which a single Interest Period is in effect.
“ Borrowing Base ” means at any time an amount equal to the amount determined in accordance with
Section 2.07 , as the same may be adjusted from time to time pursuant to Section 2.07(e) , Section 2.07(f) or Section 8.12(c) or otherwise pursuant
to this Agreement.
“ Borrowing Base Deficiency ” occurs if at any time (a) the Total Revolving
Credit Exposures exceeds (b) the Borrowing Base then in effect.
“ Borrowing Base Properties ” means
the Proved Oil and Gas Properties of the Borrower and its Restricted Subsidiaries included in the most recently delivered Reserve Report hereunder.
“ Borrowing Base Value ” means, (a) with respect to any Borrowing Base Property, the value the
Administrative Agent attributed to such Borrowing Base Property in connection with the most recent determination of the Borrowing Base hereunder (which Borrowing Base has been approved by the Required Lenders) and (b) with respect to any Swap
Agreement in respect of commodities, the Swap PV of such Swap Agreement.
“ Borrowing Request ” means a
request by the Borrower for a Borrowing in accordance with Section 2.03 .
“ Business
Day ” means any day that (a) is not a Saturday, Sunday or other day on which the NYFRB is closed and (b) is not a day on which commercial banks in Houston, Texas are closed.
“ Capital Leases ” means, in respect of any Person, all leases which shall have been, or should have been, in
accordance with GAAP, recorded as capital leases on the balance sheet of the Person liable (whether contingent or otherwise) for the payment of rent thereunder; provided that for all purposes hereunder the amount of obligations under any
Capital Lease shall be the amount thereof accounted for as a liability on the balance sheet of such Person in accordance with GAAP; provided , further , that for purposes of calculations made pursuant to the terms of this
Agreement, GAAP will be deemed to treat leases in a manner consistent with its treatment under GAAP as of the Reference Date, notwithstanding any modifications or interpretative changes thereto that may occur. For the avoidance of doubt, any lease
that would be characterized as an operating lease in
8
accordance with GAAP on the Reference Date (whether or not such operating lease was in effect on such date) shall continue to be accounted for as an operating lease (and not as a Capital Lease)
for purposes of this Agreement regardless of any change in GAAP following the Reference Date that would otherwise require such lease to be re-characterized (on a prospective or retroactive basis or otherwise)
as a Capital Lease.
“ Cash Collateralize ” means, to pledge and deposit with or deliver to the
Administrative Agent (in a manner reasonably satisfactory to the Administrative Agent, which may require such deposit to be made into a controlled account), for the benefit of any Issuing Bank or the Lenders, as collateral for LC Exposure or
obligations of the Lenders to fund participations in respect of LC Exposure, cash or deposit account balances or, if the Administrative Agent and each Issuing Bank shall agree, in their sole discretion, other credit support, in each case pursuant to
documentation in form and substance reasonably satisfactory to the Administrative Agent and each Issuing Bank. “ Cash Collateral ” shall have a meaning correlative to the foregoing and shall include the proceeds of such Cash
Collateral and other credit support.
“ Cash Management Agreement ” means any agreement to provide cash
management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management services.
“ Cash Equivalents ” means: (a) securities issued or fully guaranteed or insured by the United States
Government or any agency thereof and backed by the full faith and credit of the United States having maturities of not more than twenty four (24) months from the date of acquisition; provided that, for the avoidance of doubt, treasury
securities issued by the United States Government or any agency thereof shall be deemed to be Cash Equivalents for purposes of this clause (a); (b) certificates of deposit, time deposits, or bankers’ acceptances having in each case a tenor of
not more than twelve (12) months from the date of acquisition issued by any Lender or any U.S. commercial bank or any branch or agency of a non-U.S. commercial bank licensed to conduct business
in the U.S. having combined capital and surplus of not less than Five Hundred Million Dollars ($500,000,000); (c) commercial paper of an issuer rated at least A-1 by S&P or P-1 by Moody’s at the time of acquisition, and in either case having a tenor of not more than twelve (12) months; (d) Investments, classified in accordance with GAAP as current assets of the Borrower or
any of its Restricted Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating assigned at that time from either
Moody’s or S&P, and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a), (b) and (c) of this definition; (e) repurchase obligations with a term of not more
than one-hundred eighty (180) days for underlying securities of the types described in clauses (a) and (b) entered into with any financial institution or recognized securities dealer meeting the
qualifications specified in clause (b) above; and (f) deposits in money market funds and investments investing at least 95% in investments described in clauses (a), (b), (c), (d) and (e) above.
“ Cash Receipts ” means all cash received by or on behalf of the Borrower or any Restricted Subsidiary,
including without limitation: (a) amounts payable under or in connection with any Oil and Gas Properties; (b) cash representing operating revenue earned or to be earned by the Borrower or any Restricted Subsidiary; (c) proceeds from
Loans; and (d) any other cash received by or on behalf of the Borrower or any Restricted Subsidiary from whatever source (including amounts
9
received in respect of the Liquidation of any Swap Agreement and amounts received in respect of any disposition of Property).
“ Casualty Event ” means, with respect to any Property, (a) any damage to, destruction of, or other
casualty or loss involving, any property or asset or (b) any seizure, condemnation, confiscation or taking under the power of eminent domain of, or any requisition of title or use of, or relating to, or any similar event in respect of, any
property or asset.
“ CERCLA ” has the meaning set forth in the definition of “ Environmental
Laws ”.
“ Change in Control ” means (a) the acquisition of ownership, directly or
indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the Signing Date) (directly or indirectly, including through one or more
holding companies), other than the Permitted Holders, of Equity Interests representing more than thirty-five percent (35%) of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Parent (including,
for the avoidance of doubt, the Class A common stock and Class B common stock issued by the Parent), (b) the occupation of a majority of the seats (other than vacant seats) on the board of directors of the Parent by Persons who were
neither (i) directors of the Parent on the Effective Date or nominated, appointed or approved for consideration by shareholders for election by the board of directors of the Parent or (ii) appointed by directors so nominated, appointed or
approved, (c) the Parent ceases to directly own 65% of the economic interests represented by the issued and outstanding Equity Interests of the Borrower, (d) the Parent ceases to Control the General Partner and the Borrower, (e) the
Parent at any time ceases to hold of record and have beneficial ownership of 100% of the aggregate ordinary voting power and 100% of the economic interests represented by the issued and outstanding Equity Interests of the General Partner,
(f) the General Partner at any time ceases to directly own 100% of the general partner interests of the Borrower or ceases to be the sole general partner of the Borrower, (g) any Guarantor ceases to be a Wholly-Owned Subsidiary of the
Borrower other than as a result of a transaction permitted under Section 9.08 or Section 9.09 , (h) the occurrence of a “Change in Control” (as defined in the Second Lien Note Purchase
Agreement), or (i) the occurrence of a “change of control” or “change in control” under the definitive documentation governing any debt for borrowed money constituting Material Debt.
“ Change in Law ” means (a) the adoption or implementation of any law, rule or regulation after the
Signing Date, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Signing Date or (c) compliance by any Lender or the Issuing Bank (or, for purposes of
Section 5.01(b) , by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the Signing Date; provided , however , for the purposes of this Agreement, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, guidelines or directives in connection
therewith or promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision or the United States or foreign regulatory authorities, in each case, pursuant to Basel III, are deemed to have gone into effect and to
have been adopted and implemented after the Signing Date.
“ Citadel ” means Citadel Energy Marketing
LLC, a Delaware limited liability company.
10
“ Citadel Permitted Existing Confirmations ” means the
confirmations between Citadel and the Parent evidencing the trades listed on Schedule 1.02, as amended, modified, supplemented or restated on or prior to the Effective Date, and as the same may from time to time be amended, modified, supplemented or
restated to the extent permitted by Section 9.17 .
“ Citadel Permitted Existing Trade
Documents ” means, (a) the ISDA Master Agreement, dated as of May 25, 2023, between Citadel and the Parent, including the Schedule thereto, as amended, modified, supplemented or restated on or prior to the Effective Date, and as
the same may from time to time be amended, modified, supplemented or restated to the extent permitted by Section 9.17 and (b) the Citadel Permitted Existing Confirmations.
“ Citadel Permitted Existing Trades ” means the transactions evidenced by the Citadel Permitted Existing
Confirmations identified on Schedule 7.18, as any such transaction may from time to time be amended, modified, supplemented or restated to the extent permitted by Section 9.17 .
“ Citadel Swap Counterparty Acknowledgment ” means a Swap Counterparty Acknowledgment, in form and substance
satisfactory to the Administrative Agent, to be entered into between the Administrative Agent, as collateral agent, the Borrower, and Citadel, as amended, modified, supplemented or restated from time to time.
“ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute.
“ Collateral ” means all Property of the Credit Parties now owned or hereafter acquired, upon which a
Lien is created or purported to be created by any Security Instrument, including without limitation, the Mortgaged Property.
“ Collateral Coverage Minimum ” has the meaning assigned to such term in
Section 8.13(a) .
“ Commitment ” means, with respect to each Lender, the
commitment of such Lender to make Loans and to acquire participations in Letters of Credit hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder, as such commitment may
be (i) modified from time to time pursuant to Section 2.06 , (ii) modified from time to time pursuant to assignments by or to such Lender pursuant to Section 12.04(b) or (iii) modified by
any other amendment or modification of such Commitments permitted under this Agreement. The amount representing each Lender’s Commitment shall at any time be the least of (a) such Lender’s Maximum Credit Amount, (b) such
Lender’s Applicable Percentage of the then effective Borrowing Base and (c) such Lender’s Elected Commitment. The total Commitments is the aggregate amount of the Commitments of all the Lenders.
“ Commitment Fee Rate ” has the meaning set forth in the definition of “ Applicable
Margin ”.
“ Commodity Account ” shall have the meaning set forth in Article 9 of the UCC.
11
“ Commodity Exchange Act ” means the Commodity Exchange Act
(7 U.S.C. § 1 et seq. ), as amended from time to time, and any successor statute, and any regulations promulgated thereunder.
“ Conforming Changes ” means, with respect to either the use or administration of Term SOFR or the use,
administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,”
the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and
frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of
Section 5.02 and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and
administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the
Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this
Agreement and the other Loan Documents).
“ Connection Income Taxes ” means Other Connection Taxes that
are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.
“ Consolidated Cash Balance ” means, at any time, the aggregate amount of cash and Cash Equivalents, in each
case, held or owned by (whether directly or indirectly), credited to the account of, or otherwise reflected as an asset on the balance sheet of, the Borrower and its Restricted Subsidiaries other than, without duplication, (i) any cash or Cash
Equivalents constituting Cash Collateral held by the Administrative Agent pursuant to this Agreement or any other Loan Document, (ii) any cash or Cash Equivalents of the Borrower or any Restricted Subsidiary to be used by the Borrower or any
Restricted Subsidiary within five (5) Business Days to pay the purchase price for any acquisition of any Property (including Equity Interests) permitted hereunder by the Borrower or any Restricted Subsidiary pursuant to a binding and
enforceable purchase and sale agreement or in connection with a “sign and close” purchase and sale agreement reasonably anticipated within such five (5) Business Days, in each case, with an unaffiliated third party, (iii) any
cash or Cash Equivalents constituting purchase price deposits held in escrow by an unaffiliated third party pursuant to a binding and enforceable purchase and sale agreement containing customary provisions regarding the payment and refunding of such
deposits, (iv) any cash or Cash Equivalents of the Borrower or any of its Restricted Subsidiaries set aside to make any Investment within five (5) Business Days of such time, in each case, to the extent such Investment is then permitted to
be made under this Agreement at such time and in an amount not to exceed the amount of such Investment permitted to be made pursuant thereto, (v) cash allocated for, reserved or otherwise set aside for and solely used for payroll or employee
benefit payment obligations and (vi) any cash or cash equivalents of the Borrower or any of its Restricted Subsidiaries held by the Borrower or any of its Restricted Subsidiaries constituting the reasonably estimated amount of any cash
distributions with respect to the Borrower’s Equity Interests that the Borrower intends to
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make to holders of its Equity Interests, in each case which distributions are expressly permitted pursuant to Section 9.04(a)(iv) and which distributions shall be made
within the next succeeding five (5) Business Days. To the extent such amounts specified in the foregoing clauses (ii), (iv) and (vi) are financed with the proceeds of a Borrowing, such use of proceeds must be certified to by the Borrower
in the applicable Borrowing Request.
“ Consolidated Cash Balance Threshold ” means, at any time, the
greater of (a) $25,000,000 and (b) ten percent (10%) of the Borrowing Base then in effect.
“ Consolidated
Net Income ” means with respect to the Borrower and the Consolidated Restricted Subsidiaries, for any period, the aggregate of the net income (or loss) of the Borrower and the Consolidated Restricted Subsidiaries after allowances for taxes
for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded, without duplication, from such net income (to the extent otherwise included therein) the following: (a) the net income of
any Person in which the Borrower or any Consolidated Restricted Subsidiary has an interest (which interest does not cause the net income of such other Person to be consolidated with the net income of the Borrower and the Consolidated Restricted
Subsidiaries in accordance with GAAP), except to the extent of the amount of dividends or distributions actually paid in cash during such period by such other Person to the Borrower or to a Consolidated Restricted Subsidiary, as the case may be;
(b) the net income (but not loss) during such period of any Consolidated Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions or transfers or loans by that Consolidated Restricted Subsidiary
is not at the time permitted by operation of the terms of its charter or any agreement, instrument or Governmental Requirement applicable to such Consolidated Restricted Subsidiary or is otherwise restricted or prohibited, in each case determined in
accordance with GAAP, but in each case only to the extent of such prohibition or restriction; (c) the net income (or loss) of any Person accrued prior to the date it becomes a Consolidated Restricted Subsidiary or is merged into or consolidated
with the Borrower or any of its Consolidated Restricted Subsidiaries; (d) any extraordinary or non-recurring gains or losses during such period, (e) any gains or losses attributable to writeups or
writedowns of assets, (f) any gain or loss from the sale of assets other than in the ordinary course of business, (g) any income attributable to the early extinguishment of any Debt or Swap Agreements of the Borrower or a Consolidated
Restricted Subsidiary; and (h) the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies during such period whether effected through a cumulative effect adjustment
or a retroactive application, in each case, in accordance with GAAP.
“ Consolidated Net Leverage Ratio ”
means, as of the last day of any fiscal quarter (or any other date of determination for purposes of Sections 8.20 , 9.02(i) , 9.04(a)(iv) , 9.04(b)(i) , and 9.05(j )), the ratio of Total Net Debt as
of such day to EBITDAX (or (a) in the case of each of the first three fiscal quarters ending after the Effective Date, Annualized EBITDAX or (b) prior to the initial delivery of financial statements pursuant to
Section 8.01(a) or Section 8.01(b) , Specified EBITDAX) for the most recently ended Rolling Period.
“ Consolidated Restricted Subsidiary ” means any Restricted Subsidiaries that are Consolidated Subsidiaries.
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“ Consolidated Subsidiary ” means each Subsidiary of the
Borrower (whether now existing or hereafter created or acquired) the financial statements of which shall be (or should have been) consolidated with the financial statements of the Borrower in accordance with GAAP.
“ Consolidated Total Assets ” means, as of any date of determination, the total assets of the Borrower and
its Consolidated Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, as shown on (x) the most recent balance sheet of the Borrower delivered pursuant to Section 8.01(a) or
Section 8.01(b) or, with respect to the Initial Financial Statements, Section 6.02 or (y) a balance sheet of the Borrower (i) prepared by a Financial Officer of the Borrower,
(ii) certified by a Financial Officer as presenting fairly in all material respects the financial position of the Borrower and its Consolidated Restricted Subsidiaries (excluding Unrestricted Subsidiaries) on a consolidated basis in accordance
with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes and (iii) delivered to the Administrative Agent and each Lender.
“ Consolidated Unrestricted Subsidiaries ” means any Unrestricted Subsidiaries that are Consolidated
Subsidiaries.
“ Control ” means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.
“ Control Agreement ” means a control agreement, in form and substance reasonably satisfactory to the
Administrative Agent, providing for the Administrative Agent’s exclusive control of a Deposit Account, Securities Account or Commodity Account, as applicable, after notice, executed and delivered by the Borrower or a Restricted Subsidiary, as
applicable, and the applicable securities intermediary (with respect to a Securities Account), bank (with respect to a Deposit Account) or commodity intermediary (with respect to a Commodity Account), in each case at which such relevant account is
maintained.
“ Controlled Investment Affiliate ” shall mean, as to any Person, any other Person which
directly or indirectly is in control of, is controlled by, or is under common control with such Person and is organized by such Person (or any Person controlling such Person) primarily for making direct or indirect equity or debt investments in the
Borrower and/or other companies.
“ Control Agreement Delivery Date ” shall have the meaning set forth in
Section 8.16 .
“ Converted Restricted Subsidiary ” has the meaning set forth in
the definition of the term “EBITDAX”.
“ Converted Unrestricted Subsidiary ” has the meaning
set forth in the definition of the term “EBITDAX”.
“ Credit Parties ” means, collectively,
the Borrower and each Guarantor, and “ Credit Party ” means any one of the foregoing.
“ Cure
Amount ” has the meaning assigned to such term in Section 9.01(c) .
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“ Cure Period ” has the meaning assigned to such term in
Section 9.01(c) .
“ Current Assets ” means, as at any date of determination,
without duplication, the sum of all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the Borrower and its Consolidated
Restricted Subsidiaries at such date, plus Unused Availability (but only to the extent that the Borrower is then permitted to borrow such amount under the terms of this Agreement, including, without limitation,
Section 6.03 hereof (but excluding Section 6.03(d))), but excluding (a) all non-cash assets under ASC 815 and (b) assets to the extent resulting from non-cash gains required under ASC 410.
“ Current Liabilities ” means,
as at any date of determination, without duplication, the sum of all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the
Borrower and its Consolidated Restricted Subsidiaries on such date, but excluding, without duplication, (a) all non-cash obligations under ASC 815, and (b) the current maturities under this
Agreement.
“ Current Ratio ” means, as of any date of determination, the ratio of (a) Current
Assets to (b) Current Liabilities.
“ Debt ” means, for any Person, the sum of the following
(without duplication): (a) all obligations of such Person for borrowed money or evidenced by bonds, bankers’ acceptances, debentures, notes or other similar instruments; (b) all obligations of such Person (whether contingent or otherwise)
in respect of letters of credit (including Letters of Credit), surety or other bonds and similar instruments; (c) all accounts payable and all accrued expenses, liabilities or other obligations of such Person to pay the deferred purchase price
of Property or services (excluding accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not
greater than ninety (90) days past due or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP); (d) all obligations of such Person under Capital Leases;
(e) all obligations of such Person under Synthetic Leases; (f) all Debt (as defined in the other clauses of this definition) of others secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be
secured by) a Lien on any Property of such Person, whether or not such Debt is assumed by such Person, to the extent of the lesser of (i) the amount of such Debt and (ii) the fair market value (as determined by the Borrower in good faith)
of the Property of such Person securing such Debt; (g) all Debt (as defined in the other clauses of this definition) of others guaranteed by such Person (directly or indirectly) or in respect of which such Person otherwise assures a creditor
against loss of the Debt (howsoever such assurance shall be made) to the extent of the lesser of the amount of such Debt and the maximum stated amount of such guarantee or assurance against loss; (h) all obligations or undertakings of such
Person to maintain or cause to be maintained the financial position or covenants of others and, to the extent entered into as a means of providing credit support for the obligations of others and not primarily to enable such Person to acquire any
such Property, all obligations or undertakings of such Person to purchase the Debt or Property of others; (i) obligations to deliver commodities, goods or services, including, without limitation, Hydrocarbons, in consideration of one or more
advance payments, other than gas balancing arrangements in the ordinary course of business; (j) any Debt of a partnership for which such
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Person is liable either by agreement, by operation of law or by a Governmental Requirement but only to the extent of such liability; (k) obligations of such Person with respect to
Disqualified Capital Stock; and (l) the undischarged balance of any production payment created by such Person or for the creation of which such Person directly or indirectly received payment. Except as explicitly set forth above, the Debt of
any Person shall include all obligations of such Person of the character described above to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is not included as a liability of such Person under
GAAP.
“ Deposit Account ” shall have the meaning set forth in Article 9 of the UCC.
“ Default ” means any event or condition which constitutes an Event of Default or which upon notice, lapse of
time or both would, unless cured or waived, become an Event of Default.
“ Defaulting Lender ” means any
Lender that (a) has failed, within two (2) Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that
such failure is the result of such Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing)
has not been satisfied, (ii) fund any portion of its participations in Letters of Credit or (iii) pay over to the Administrative Agent, the Issuing Bank or any other Lender any other amount required to be paid by it hereunder; (b) has
notified the Borrower or the Administrative Agent, the Issuing Bank or any other Lender in writing, or has made a public statement, to the effect that it does not intend or expect to comply with any of its funding obligations under this Agreement or
generally under other agreements in which it commits to extend credit (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s good
faith determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied); (c) has failed, within three
(3) Business Days after request by the Administrative Agent, the Issuing Bank or any Lender, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations to fund
prospective Loans and participations in then outstanding Letters of Credit under this Agreement; provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon the Administrative Agent’s, the
Issuing Bank or such Lender’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent; or (d) has (or whose bank holding company has) been placed into receivership, conservatorship or bankruptcy
or has become the subject of a Bail-In Action.
“ Discharge of Second Lien
Obligations ” means the “Discharge of Second Lien Obligations” as defined in the Second Lien Intercreditor Agreement.
“ Disposed EBITDAX ” shall mean, with respect to any Sold Entity or Business with a sale price in excess of
$1,000,000 or any Converted Unrestricted Subsidiary with a fair market value (as reasonably determined by the Borrower) in excess of $1,000,000 for any period, the amount for such period of EBITDAX of such Sold Entity or Business (determined as if
references to the Borrower and the Restricted Subsidiaries in the definition of EBITDAX (and in the component definitions used therein) were references to such Sold Entity or Business and its Subsidiaries or such Converted Unrestricted Subsidiary
and its Subsidiaries) or such Converted Unrestricted
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Subsidiary, all as determined on a consolidated basis for such Sold Entity or Business or such Converted Unrestricted Subsidiary.
“ Disposition ” means any conveyance, sale, lease, sale and leaseback, assignment, farm-out, transfer or other disposition of any Property, and includes, for the avoidance of doubt, any Casualty Event. “ Dispose ” has a correlative meaning thereto.
“ Disqualified Capital Stock ” means any Equity Interest that, by its terms (or by the terms of any security
into which it is convertible or for which it is exchangeable) or upon the happening of any event (other than upon a “change in control”; provided that the terms of such Equity Interest require that any payment in connection
therewith be made only after the occurrence of the Release Date), matures or is mandatorily redeemable for any consideration other than other Equity Interests (which would not constitute Disqualified Capital Stock), pursuant to a sinking fund
obligation or otherwise, or is convertible or exchangeable for Debt or redeemable for any consideration other than other Equity Interests (which would not constitute Disqualified Capital Stock) at the option of the holder thereof, in whole or in
part, on or prior to the date that is ninety-one (91) days after the earlier of (a) the Maturity Date and (b) the date on which there are no Loans, LC Exposure or other obligations hereunder
outstanding and all of the Commitments are terminated.
“ Disqualified Institution ” means any Person
that is (a) designated by the Borrower by written notice delivered to the Administrative Agent on or prior to May 10, 2026, as a (i) “Disqualified Institution” or (ii) a competitor of the Borrower or any of its
Subsidiaries (a “ Competitor ”) or (b) clearly identifiable, solely on the basis of such Person’s name, as an Affiliate of any Person referred to in clause (a)(i) or (a)(ii) above; provided , however, that
Disqualified Institutions shall (A) exclude any Person that the Borrower has designated as no longer being a Disqualified Institution by written notice delivered to Agent from time to time and (B) include (I) any Person that is added as a
Competitor and (II) any Person that is clearly identifiable, solely on the basis of such Person’s name, as an Affiliate of any Person referred to in clause (B)(I), pursuant to a written supplement to the list of Competitors that are
Disqualified Institutions, that is delivered by the Borrower after the date hereof to Agent. Such supplement shall become effective two (2) Business Days after the date that such written supplement is delivered to Agent, but which shall not
apply retroactively to disqualify any Persons that have previously acquired an assignment or participation interest in the Loans and/or Commitments as permitted herein. In no event shall any Persons, Subsidiaries or Affiliates that are bona fide
fixed income investors, debt funds, regulated bank entities or unregulated lending entities generally engaged in making, purchasing, holding or otherwise investing in commercial loans, debt securities or similar extensions of credit in the ordinary
course of business be a Disqualified Institution unless such Person is identified under clause (a)(i) above.
“ dollars ” or “ $ ” refers to lawful money of the United States of America.
“ Domestic Subsidiary ” means any Restricted Subsidiary that is organized under the laws of the United States
of America or any state thereof or the District of Columbia.
“ E-System ” means any electronic system approved by the
Administrative Agent, including Syndtrak ® , Intralinks ® and ClearPar ® and any
other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent, any of its Related
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Persons or any other Person, providing for access to data protected by passcodes or other security system.
“ EBITDAX ” means, for any period, the sum of (a) Consolidated Net Income for such period plus (without
duplication) (b) the following expenses or charges to the extent deducted from Consolidated Net Income in such period: (i) interest expense, (ii) income tax expense, (iii) depreciation, depletion, amortization, and exploration
expenses and other similar noncash charges, (iv) any other non-cash charges, including any write-offs or write-downs, reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, (1) the Borrower may determine not to add back such non-cash charge in the
current period and (2) to the extent the Borrower does decide to add back such non-cash charge in the current period, the cash payment in respect thereof in such future period shall be subtracted from
EBITDAX to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period), (v) losses on asset Dispositions, disposals and abandonments, (vi) (x) Transaction Expenses incurred prior to or on or about the
Effective Date in connection with the Transactions, and (y) any Transaction Expenses after the Effective Date and any costs and expenses incurred in connection with any Investments, acquisitions (or purchases of assets), incurrence of Debt or
expenses incurred in connection with Public Company Compliance after the Effective Date; provided that the aggregate amount of add backs under this clause (y) and clause (vii) below shall not exceed 10% of EBITDAX (calculated prior
to giving effect to such add-backs) for such period, and (vii) the amount of any restructuring charges or reserves, equity-based or non-cash compensation charges or
expenses including any such charges or expenses arising from grants of stock appreciation or similar rights, stock options, restricted stock or other rights, retention charges (including charges or expenses in respect of incentive plans), severance
costs, costs relating to initiatives aimed at profitability improvement, costs or reserves associated with improvements to IT and accounting functions and integration and facilities opening costs or any
one-time costs incurred in connection with acquisitions and investments provided that the aggregate amount of add backs under this (vii) and clause (vi)(y) above shall not exceed 10% of EBITDAX
(calculated prior to giving effect to such add-backs) for such period;
minus
(without duplication) (c) to the extent included in the statement of Consolidated Net Income for such period, the sum of (i) interest income, (ii) income tax credits (to the extent not netted from income tax expense), (iii) all non-cash gains increasing Consolidated Net Income for such period, excluding any non-cash gains that represent the reversal of an accrual or reserve for any anticipated cash
charges in any prior period (other than any such accrual or reserve that has been added back to Consolidated Net Income in calculating EBITDAX in accordance with this definition) and (iv) gains on asset Dispositions, disposals and abandonments
(other than the sale of Hydrocarbons in the ordinary course of business, but including any gain from the Liquidation of any Swap Agreement). If the Effective Date occurs on or prior to the date on which unaudited statements of income and cash flows
of the Borrower and its Consolidated Subsidiaries as of and for the fiscal quarter ended June 30, 2026 are available, for any calculation of EBITDAX on or prior to the delivery of financial statements for the fiscal quarter ending June 30,
2026 pursuant to Section 8.01(b) , EBITDAX (prior to giving effect to any Pro Forma Basis adjustments) shall be deemed to be Specified EBITDAX.
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There may, at the Borrower’s option, be included in determining
EBITDAX for any period of four consecutive fiscal quarters (each a “ Reference Period ”), without duplication, the positive amount of Acquired EBITDAX of any Person, property, business or asset acquired by the Borrower or any
Restricted Subsidiary during such Reference Period (but not the Acquired EBITDAX of any related Person, property, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by the
Borrower or such Restricted Subsidiary during such Reference Period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “ Acquired Entity or Business ”) and the Acquired EBITDAX of any
Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such Reference Period (each, a “ Converted Restricted Subsidiary ”), based on the actual Acquired EBITDAX of such Acquired Entity or Business or Converted
Restricted Subsidiary for such Reference Period (including the portion thereof occurring prior to such acquisition). There shall be excluded in determining EBITDAX for any Reference Period (a) the negative amount of Acquired EBITDAX of any
Acquired Entity or Business or Converted Restricted Subsidiary during such Reference Period and (b) the Disposed EBITDAX of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed
of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are
actually disposed of) by the Borrower or any Restricted Subsidiary during such Reference Period (each such Person, property, business or asset so sold or disposed of, a “ Sold Entity or Business ”) and the Disposed EBITDAX of any
Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such Reference Period (each a “ Converted Unrestricted Subsidiary ”), based on the actual Disposed EBITDAX of such Sold Entity or Business or Converted
Unrestricted Subsidiary for such Reference Period (including the portion thereof occurring prior to such sale, transfer or disposition). For the avoidance of doubt, Acquired EBITDAX (in the case of any Acquired Entity or Business or Converted
Restricted Subsidiary) and Disposed EBITDAX (in the case of any Disposed Entity or Business or Converted Unrestricted Subsidiary) shall be included in the calculation of EBITDAX for such Reference Period, as though Acquired EBITDAX were acquired and
Disposed EBITDAX were disposed, as applicable, in each case, on the first day of such Reference Period. For the avoidance of doubt, and notwithstanding anything to the contrary contained herein, this paragraph shall not apply to any Acquired EBITDAX
with respect to any Material Acquisition that is being annualized pursuant to the proviso to the definition of “Acquired EBITDAX”.
“ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA
Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any
financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or clause (b) of this definition and is subject to consolidated supervision with its parent.
“ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and
Norway.
“ EEA Resolution Authority ” means any public administrative authority or any person entrusted
with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
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“ Effective Date ” means the date on which the conditions
specified in Section 6.02 are satisfied (or waived in accordance with Section 12.02 ).
“ Effective Date Initial Public Offering ” means the initial public offering of Equity Interests of the
Parent as described in the Registration Statement.
“ Elected Commitment ” means, as to each Lender, the
amount set forth opposite such Lender’s name on Annex I under the caption “Elected Commitment”, as the same may be increased, reduced or terminated from time to time in connection with an optional increase, reduction or
termination of the Aggregate Elected Commitment Amounts pursuant to Section 2.06(c) .
“ Elected Commitment Increase Certificate ” has the meaning assigned to such term in
Section 2.06(c)(ii)(D) .
“ Electronic Record ” has the meaning assigned to such
term in, and shall be interpreted in accordance with, 15 U.S.C. 7006.
“ Electronic Signature ” has the
meaning assigned to such term in, and shall be interpreted in accordance with, 15 U.S.C. 7006.
“ Engineering
Reports ” has the meaning assigned to such term in Section 2.07(c)(i) .
“ Environmental Laws ” means any and all Governmental Requirements pertaining to human or worker health and
safety (to the extent relating to exposure to Hazardous Materials), the environment, the preservation or reclamation of natural resources, or the management, Release or threatened Release of any Hazardous Materials, in effect and applicable to the
operations of the Borrower or any Restricted Subsidiary, including, the Oil Pollution Act of 1990 (“OPA”), as amended, the Clean Air Act, as amended, the Comprehensive Environmental, Response, Compensation, and Liability Act of 1980
(“CERCLA”), as amended, the Federal Water Pollution Control Act, as amended, the Occupational Safety and Health Act of 1970, as amended, the Resource Conservation and Recovery Act of 1976 (“RCRA”), as amended, the Pipeline
Safety Statutes 49 U.S.C. Chapters 601 & 603 and regulations at 49 CFR Parts 190-199, as amended, the Safe Drinking Water Act, as amended, the Toxic Substances Control Act, as amended, the Superfund
Amendments and Reauthorization Act of 1986, as amended, and the Hazardous Materials Transportation Act, as amended.
“ Environmental Permit ” means any permit, registration, license, approval, consent, exemption, variance, or
other authorization required under or issued to the Borrower or any Restricted Subsidiary pursuant to applicable Environmental Laws.
“ Equity Interests ” means shares of capital stock, partnership interests, membership interests in a limited
liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such Equity Interest.
“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute.
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“ ERISA Affiliate ” means each trade or business (whether
or not incorporated) which together with the Borrower or a Subsidiary would be deemed to be a “single employer” within the meaning of Section 4001(b)(1) of ERISA or subsections (b), (c), (m) or (o) of Section 414 of
the Code.
“ ERISA Event ” means (a) the occurrence of a “Reportable Event” described in
Section 4043 of ERISA with respect to a Plan subject to Title IV of ERISA (other than a Multiemployer Plan), other than a Reportable Event as to which the provision of thirty (30) days’ notice to the PBGC is expressly waived under
applicable regulations, (b) the withdrawal of the Borrower, a Subsidiary or any ERISA Affiliate from a Plan subject to Title IV of ERISA during a plan year in which it was a “substantial employer” as defined in
Section 4001(a)(2) of ERISA, (c) the filing of a notice of intent to terminate a Plan subject to Title IV of ERISA (other than a Multiemployer Plan) or the treatment of a Plan amendment as a termination under Section 4041 of ERISA,
(d) the institution of proceedings to terminate a Plan by the PBGC, (e) receipt of a notice of withdrawal liability pursuant to Section 4202 of ERISA, (f) the occurrence of any other event or condition which would reasonably be
expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or (g) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due
but not delinquent under Section 4007 of ERISA, upon the Borrower, a Subsidiary or any ERISA Affiliate.
“ Erroneous Payment ” has the meaning assigned to such term in Section 11.14(a) .
“ Erroneous Payment Deficiency Assignment ” has the meaning assigned to such term in
Section 11.14(d) .
“ Erroneous Payment Impacted Class ” has the meaning
assigned to such term in Section 11.14(d) .
“ Erroneous Payment Return
Deficiency ” has the meaning assigned to such term in Section 11.14(d) .
“ Erroneous Payment Subrogation Rights ” has the meaning assigned to such term in
Section 11.14(d) .
“ EU Bail-In Legislation
Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
“ Event of Default ” has the meaning assigned to such term in Section 10.01 .
“ Excepted Liens ” means: (a) Liens for Taxes, assessments or other governmental charges or levies which
are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (b) Liens (i) in connection with workers’ compensation, unemployment
insurance or other social security, old age pension, public liability obligations or similar legislation, and deposits securing liabilities to insurance carriers under insurance arrangements in respect of such obligations, in each case, in the
ordinary course of business, or (ii) to secure (or secure the Lien securing) liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance
carriers providing property, casualty or
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liability insurance to the Borrower or any Restricted Subsidiary, in each case, which are not delinquent or which are being contested in good faith by appropriate action and for which adequate
reserves have been maintained in accordance with GAAP; (c) statutory landlord’s liens, operators’, vendors’, carriers’, warehousemen’s, repairmen’s, mechanics’, suppliers’, workers’,
materialmen’s, construction or other like Liens, in each case, arising by operation of law in the ordinary course of business or incident to the exploration, development, operation and maintenance of Oil and Gas Properties each of which is in
respect of obligations that are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (d) contractual Liens which arise in the ordinary
course of business under operating agreements, joint venture agreements, oil and gas partnership agreements, oil and gas leases, farm-out agreements, farm-in agreements,
division orders, contracts for the sale, transportation or exchange of oil and natural gas, unitization and pooling declarations and agreements, area of mutual interest agreements, overriding royalty agreements, marketing agreements, processing
agreements, net profits agreements, development agreements, service agreements, supply agreements, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, seismic or other geophysical permits or agreements,
and other agreements which are or have become usual and customary in the oil and gas business and are for claims which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been
maintained in accordance with GAAP; provided that any such Lien referred to in this clause (d) does not materially impair the use of any material Property covered by such Lien for the purposes for which such Property is held by the
Borrower or any Restricted Subsidiary or materially impair the value of any material Property subject thereto; (e) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies arising in the ordinary course of business and burdening only deposit accounts or other funds maintained with a creditor depository institution; provided that no such
deposit account is a dedicated cash collateral account or is subject to restrictions against access by the depositor in excess of those set forth by regulations promulgated by the Board and no such deposit account is intended by the Borrower or any
of its Restricted Subsidiaries to provide collateral to the depository institution; (f) zoning and land use requirements, easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations in any Property of the
Borrower or any Restricted Subsidiary for the purpose of roads, pipelines, shared facilities, transmission lines, transportation lines, distribution lines for the removal of gas, oil, coal or other minerals or timber, and other like purposes, or for
the joint or common use of real estate, rights of way, facilities and equipment, that do not secure any monetary obligations and which in the aggregate do not materially impair the use of any material Property for the purposes of which such Property
is held by the Borrower or any Restricted Subsidiary or materially impair the value of any material Property subject thereto; (g) Liens on cash or securities pledged to secure performance of tenders, surety and appeal bonds, government
contracts, performance and return of money bonds, bids, trade contracts, leases, statutory obligations, regulatory obligations and other obligations of a like nature incurred in the ordinary course of business; (h) judgment and attachment Liens
not giving rise to an Event of Default; provided that any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceeding may
be initiated shall not have expired and no action to enforce such Lien has been commenced; (i) purported Liens evidenced by the filing of UCC financing statements solely as a precautionary measure in connection with operating leases of personal
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property; (j) any interest or title of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s, sublessor’s, licensor’s or sublicensor’s interest under
any lease, sublease, license or sublicense permitted by this Agreement; (k) Immaterial Title Deficiencies; (l) contractual restrictions and prohibitions on encumbrances and transferability with respect to software licensed to the Borrower
and/or to any Restricted Subsidiary; and (m) Liens in favor of depository banks arising under documentation governing deposit accounts which Liens secure the payment of returned items, settlement item amounts, customary bank fees for
maintaining deposit accounts and other related services, and similar items and fees; provided further , that, notwithstanding the foregoing or anything to the contrary contained herein, (x) no intention to subordinate the first priority
afforded by the Liens granted in favor of the Administrative Agent, for the benefit of the Secured Parties, under the Security Instruments is to be hereby implied or expressed by the permitted existence of such Excepted Liens, (y) Liens
described in clauses (a) through (e) and (g) shall remain “Excepted Liens” only for so long as no action to enforce such Lien has been commenced (or if commenced, has been stayed), and (z) the term
“Excepted Liens” shall not include any Lien securing Debt for borrowed money other than the Obligations.
“ Excluded Accounts ” means (a) each account for which the deposits consist solely of amounts utilized
to fund payroll, healthcare, employee benefit or tax obligations of the Borrower and its Restricted Subsidiaries, (b) segregated deposit accounts the balance of which consists exclusively of cash constituting purchase price deposits held in
escrow by or on behalf of any Borrower or any of its Restricted Subsidiaries pursuant to a binding and enforceable purchase and sale agreement with an unaffiliated third party containing customary provisions regarding the payment and refunding of
such deposits, (c) deposit accounts of any Person acquired by the Borrower or any Restricted Subsidiary in connection with any acquisition permitted hereunder during a thirty (30) day period following such acquisition (or such longer
period as approved by the Administrative Agent); provided that (1) no proceeds of any Borrowing shall be deposited into any such account and (2) no additional funds shall be deposited into any such account other than revenues and
other amounts required to be deposited therein pursuant to existing contractual arrangements or in the ordinary course of the business of the acquired Person as conducted prior to such acquisition and (d) other accounts so long as the aggregate
average daily maximum balance in any such other account over a 30-day period does not at any time exceed $1,250,000; provided that the aggregate daily maximum balance for all such bank accounts excluded
pursuant to this clause (d) on any day shall not exceed $2,500,000.
“ Excluded
Property ” has the meaning assigned to such term in the Guarantee and Collateral Agreement.
“ Excluded
Swap Obligation ” means, with respect to the General Partner or any Subsidiary Guarantor individually determined on a Subsidiary Guarantor by Subsidiary Guarantor basis, any obligation in respect of any Swap Agreement if, and solely to the
extent that, all or a portion of the guarantee by the General Partner or such Subsidiary Guarantor of, or the grant by such Person of a security interest to secure, such obligation in respect of any Swap Agreement (or any guarantee thereof) is or
becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Person’s failure for any reason to
constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time such guarantee or grant of a security interest becomes effective with respect to such related obligation in respect of any Swap
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Agreement. If any obligation in respect of any Swap Agreement arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such obligation in
respect of any Swap Agreement that is attributable to swaps for which such guarantee or security interest is or becomes illegal.
“ Excluded Taxes ” means, with respect to the Administrative Agent, any Lender (including for purposes of
this definition the Issuing Bank) or any other recipient of any payment to be made by or on account of any obligation of the Borrower or any Guarantor hereunder or under any other Loan Document, (a) Taxes imposed on or measured by net income
(however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending
office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the
account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment
request by the Borrower under Section 5.04(b) ) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 5.03 , amounts with respect to such
Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such recipient’s failure to
comply with Section 5.03(f) or (g) and (d) any U.S. federal withholding Taxes imposed under FATCA.
“ Existing Credit Agreement ” has the meaning given such term in the recitals hereto.
“ Existing Note Purchase Agreement ” means that certain Note Purchase Agreement, dated as of
September 17, 2024, by and among the Parent, as issuer, U.S. Bank Trust Company, National Association, as agent for the holders, and the other parties thereto from time to time, as amended, restated, amended and restated, supplemented or
otherwise modified prior to the Effective Date.
“ Existing Notes Prepayment ” has the meaning assigned
to such term in Section 6.02(k)(vi) .
“ FATCA ” means Sections 1471
through 1474 of the Code, as of the Signing Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any
agreements entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code and any fiscal or regulatory legislation, rules or official
administrative practices adopted pursuant to such intergovernmental agreement.
“ Federal Funds Rate ”
means, for any day, the greater of (a) the rate calculated by Federal Reserve Bank of New York based on such day’s Federal funds transactions by depositary institutions (as determined in such manner as the Federal Reserve Bank of New York
shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the Federal effective rate and (b) 0%.
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“ Fee Letter ” means any fee letter that may hereafter be
entered into between the Borrower, the Administrative Agent and/or any Arranger.
“ Financial Officer ”
means, for any Person, the chief financial officer, principal accounting officer, treasurer or controller of such Person. Unless otherwise specified, all references to a Financial Officer of the Borrower herein shall mean a Financial Officer of the
General Partner with respect to the General Partner’s capacity as the general partner of the Borrower.
“ Financial Performance Covenants ” shall mean the covenants of the Borrower set forth in
Section 9.01(a) and (b) .
“ Flood Insurance Regulations ” means,
collectively, (a) the National Flood Insurance Act of 1968, (b) the Flood Disaster Protection Act of 1973, (c) the National Flood Insurance Reform Act of 1994, (d) the Flood Insurance Reform Act of 2004 and (e) the Biggert-Waters Flood
Insurance Reform Act of 2012, as each of the foregoing is now or hereafter in effect and any successor statute to any of the foregoing.
“ Floor ” means a rate of interest equal to (a) prior to the Discharge of Second Lien Obligations, 2.50%
and (b) following the Discharge of Second Lien Obligations, 0.00%.
“ Foreign Lender ” means any
Lender that is not a U.S. Person.
“ Foreign Subsidiary ” means any Restricted Subsidiary that is
not a Domestic Subsidiary.
“ Fronting Exposure ” means, at any time there is a Defaulting Lender, with
respect to the Issuing Bank, such Defaulting Lender’s LC Exposure other than LC Exposure as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the
terms hereof.
“ GAAP ” means generally accepted accounting principles in the United States of America as
in effect from time to time subject to the terms and conditions set forth in Section 1.05 .
“ Governance Documents ” has the meaning assigned to such term in Section 6.01(b) .
“ Governmental Authority ” means the government of the United States of America, any other nation or any
political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or
functions of or pertaining to government.
“ Governmental Requirement ” means any law, statute, code,
ordinance, order, determination, rule, regulation, judgment, decree, injunction, rules of common law, authorization or other legally binding directive or requirement, whether now or hereinafter in effect, of any Governmental Authority.
“ Guarantee and Collateral Agreement ” means a Guarantee and Collateral Agreement among the Borrower and the
other Credit Parties from time to time party thereto and the Administrative Agent in form and substance satisfactory to the Administrative Agent (a) granting
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Liens on the Credit Parties’ personal property constituting Collateral (as defined therein) in favor of the Administrative Agent for the benefit of the Secured Parties to secure the
Obligations and (b) unconditionally guaranteeing on a joint and several basis, payment of the Obligations, as the same may be amended, restated, amended and restated, supplemented or modified from time to time.
“ Guarantors ” means each Restricted Subsidiary that is a party to the Guarantee and Collateral Agreement as
a “Guarantor” and “Grantor” (as such terms are defined in the Guarantee and Collateral Agreement) and guarantees the Obligations (including pursuant to Section 6.02 and
Section 8.13(b) ).
“ Hazardous Material ” means any substance regulated due to
its deleterious properties or as to which liability might arise under any applicable Environmental Law, including: (a) any chemical, compound, material, product, byproduct, substance or waste defined as or included in the definition or meaning
of “hazardous substance,” “hazardous material,” “hazardous waste,” “solid waste,” “toxic waste,” “extremely hazardous substance,” “toxic substance,”
“contaminant,” “pollutant,” or any other similar term or expression intended to define, list or classify substances by reason of properties harmful to health, safety or the indoor or outdoor environment (including harmful
properties such as ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive toxicity, “TCLP toxicity” or “EP toxicity” or words of similar import under any applicable Environmental Laws); (b) petroleum
products, petroleum substances, natural gas, oil, oil and gas waste, crude oil, and any components, fractions, or derivatives thereof; and (c) radioactive materials, explosives, asbestos or asbestos containing materials, per- and polyfluoroalkyl substances, polychlorinated biphenyls, radon, infectious or medical wastes.
“ Highest Lawful Rate ” means, with respect to each Lender, the maximum nonusurious interest rate, if any,
that at any time or from time to time may be contracted for, taken, reserved, charged or received on the Loans or on other Obligations under laws applicable to such Lender which are presently in effect or, to the extent allowed by law, under such
applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws allow as of the Signing Date.
“ Hydrocarbon Interests ” means all rights, titles, interests and estates now or hereafter acquired in and to
oil and gas leases, oil, gas and mineral leases, or other liquid or gaseous hydrocarbon leases, mineral fee interests, term mineral interests, overriding royalty, non-participating royalty and royalty
interests, net profit interests and production payment interests, including any reserved or residual interests of whatever nature.
“ Hydrocarbons ” means oil, gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate,
liquid hydrocarbons, gaseous hydrocarbons and all products refined or separated therefrom.
“ Illegality
Notice ” has the meaning set forth in Section 3.03(b) .
“ Immaterial
Subsidiary ” means any Restricted Subsidiary that is not a Material Subsidiary.
“ Immaterial Title
Deficiencies ” means, with respect to Oil and Gas Properties, minor defects or deficiencies in title, and discrepancies in reported net revenue and working interest ownership percentages, which do not, individually or in the aggregate,
affect Oil and Gas
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Properties with a value (which, for purposes hereof, shall mean the value attributed to any such Oil and Gas Properties in the most recently delivered Reserve Report) greater than one percent
(1%) of the most recent Borrowing Base.
“ Immediate Family Members ” shall mean with respect to any
individual, such individual’s child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling,
mother-in-law, father-in-law, son-in-law and daughter-in-law (including adoptive relationships) and any trust, partnership or other bona fide estate-planning
vehicle the only beneficiaries of which are any of the foregoing individuals or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund of which any such individual is the donor.
“ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any
payment made by or on account of any obligation of the Borrower or any Guarantor hereunder or under any other Loan Document or (b) to the extent not otherwise described in clause (a) above, Other Taxes.
“ Indemnitee ” has the meaning set forth in Section 12.03(b) .
“ Information ” has the meaning set forth in Section 12.11 .
“ Initial Financial Statements ” has the meaning set forth in Section 6.02(s) .
“ Initial Reserve Report ” means the report of Cawley Gillespie and Associates, Inc., dated as of
December 31, 2025, with respect to the Oil and Gas Properties of the Borrower and the Restricted Subsidiaries as of January 1, 2026.
“ Interest Election Request ” means a request by the Borrower to convert or continue a Borrowing in
accordance with Section 2.04 .
“ Interest Payment Date ” means (a) with
respect to any ABR Loan, the last Business Day of each March, June, September and December and the Termination Date and (b) with respect to any SOFR Loan, the last Business Day of each Interest Period applicable to the Borrowing of which such
Loan is a part and, in the case of a SOFR Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first
day of such Interest Period and the Termination Date.
“ Interest Period ” means, with respect to any
SOFR Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter, as the Borrower may elect; provided that (a) if any
Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest
Period shall end on the next preceding Business Day; (b) any Interest Period pertaining to a SOFR Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last
calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period; (c) no Interest Period shall extend beyond the Maturity
27
Date; and (d) no tenor that has been removed from this definition pursuant to Section 3.03(c) shall be available for specification in any Borrowing Request or any
Interest Election Request. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.
“ Interim Redetermination ” has the meaning assigned to such term in
Section 2.07(b) .
“ Interim Redetermination Date ” means the date on which a
Borrowing Base that has been redetermined pursuant to an Interim Redetermination becomes effective as provided in Section 2.07(d) .
“ Investment ” means, for any Person: (a) the acquisition (whether for cash, Property, services or
securities or otherwise) of Equity Interests of any other Person or any agreement to make any such acquisition (including, without limitation, any “short sale” or any sale of any securities at a time when such securities are not owned by
the Person entering into such short sale); (b) the making of any deposit with, or advance, loan or capital contribution to, assumption of Debt of, purchase or other acquisition of any other Debt or equity participation or interest in, or other
extension of credit to, any other Person (including the purchase of Property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such Property to such Person) and made in the ordinary course of business
and consistent with past practice); (c) the purchase or acquisition (in one or a series of transactions) of Property (other than Equity Interests) of another Person that constitutes a business unit, line of business or a discrete set of Properties;
or (d) the entering into of any guarantee of, or other contingent obligation (including the deposit of any Equity Interests to be sold) with respect to, Debt or other liability of any other Person and (without duplication) any amount committed
to be advanced, lent or extended to such Person.
“ IRS ” means the United States Internal Revenue
Service.
“ Issuing Bank ” means Capital One, National Association, in its capacity as issuer of Letters
of Credit hereunder, and each of its successors in such capacity as provided in Section 2.08(i) . The Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing
Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. Notwithstanding anything herein to the contrary, Capital One, National Association, shall only be
required to issue standby letters of credit.
“ LC Commitment ” means $10,000,000.
“ LC Disbursement ” means a payment made by the Issuing Bank pursuant to a Letter of Credit.
“ LC Exposure ” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding
Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Lender at any time shall be its Applicable
Percentage of the total LC Exposure at such time.
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“ Lenders ” means the Persons listed on
Annex I , any Person that shall have become a party hereto pursuant to an Assignment and Assumption or any amendment or modification to this Agreement, and any Person that shall have become a party hereto as an Additional
Lender pursuant to Section 2.06(c) , other than, in each case, any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lenders”
includes the Issuing Bank. For the avoidance of doubt, any Person that is a Lender shall, unless such Lender ceases to be a party hereto pursuant to an Assignment and Assumption, remain a Lender whether or not the Commitments are $0 and regardless
of the occurrence of the Maturity Date.
“ Lending Office ” means, with respect to any Lender, the office
of such Lender maintaining such Lender’s Revolving Credit Exposure, which office may, to the extent the applicable Lender notifies the Administrative Agent in writing, include an office of any Affiliate of such Lender or any domestic or
foreign branch of such Lender or Affiliate.
“ Letter of Credit ” means any letter of credit issued
pursuant to this Agreement.
“ Letter of Credit Agreements ” means all letter of credit applications and
other agreements (including any amendments, modifications or supplements thereto) submitted by the Borrower, or entered into by the Borrower, with the Issuing Bank relating to any Letter of Credit.
“ Lien ” means any interest in Property securing an obligation owed to, or a claim by, a Person other than
the owner of the Property, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including but not limited to (a) the lien or security interest arising from a
deed of trust, mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes or (b) production payments and the like payable out of Oil and Gas Properties. The
term “Lien” shall include easements, restrictions, servitudes, permits, conditions, covenants, exceptions and reservations.
“ Liquidate ” means, with respect to any Swap Agreement, the sale, assignment, novation, unwind, monetization
or early termination of all or any part of such Swap Agreement or the creation of an offsetting position against all or any part of such Swap Agreement. The terms “ Liquidating ”, “ Liquidated ” and
“ Liquidation ” have a correlative meaning thereto.
“ Liquidity ” shall mean, as of any
date of determination, the sum of (a) the Unused Availability on such date to the extent that the Borrower is otherwise permitted to borrow such amounts under the terms of this Agreement, including, without limitation,
Section 6.03 hereof but excluding Section 6.03(d) , and (b) the aggregate amount of Unrestricted Cash of the Borrower and the Restricted Subsidiaries, minus (c) the amount of any
Borrowing Base Deficiency as of such date.
“ Loan Documents ” means this Agreement, the Fee Letter, the
Notes, the Letter of Credit Agreements, the Letters of Credit, the Security Instruments, any Notes issued by the Borrower pursuant hereto and any other document, agreement or letter agreed in writing by the Borrower and the Administrative Agent
and/or the Lenders to be a Loan Document.
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“ Loan Limit ” means, at any time, the least of
(a) the Aggregate Maximum Credit Amounts, (b) the then effective Borrowing Base and (c) the then effective Aggregate Elected Commitment Amounts.
“ Loans ” means the loans made by the Lenders to the Borrower pursuant to this Agreement.
“ Majority Lenders ” means (a) if there are fewer than three Lenders at such time, all Non-Defaulting Lenders, and (b) if there are three or more Lenders at such time, (i) at any time while no Loans or LC Exposure is outstanding, Non-Defaulting Lenders
having more than fifty percent (50%) of the Aggregate Maximum Credit Amounts of all Non-Defaulting Lenders and (ii) at any time while any Loans or LC Exposure is outstanding, Non-Defaulting Lenders holding more than fifty percent (50%) of the outstanding aggregate principal amount of the Loans and participation interests in Letters of Credit of all
Non-Defaulting Lenders (without regard to any sale by a Non-Defaulting Lender of a participation in any Loan under Section 12.04(c) ).
“ Material Adverse Effect ” means a material adverse change in, or material adverse effect on (a) the
business, operations, Property or financial condition of the Parent, the General Partner, the Borrower and the Restricted Subsidiaries taken as a whole, (b) the ability of the Borrower, the Parent, the General Partner, any Restricted Subsidiary
or any Guarantor to perform any of its obligations under any Loan Document, (c) the validity or enforceability of any Loan Document, or (d) the rights and remedies of or benefits available to the Administrative Agent, any other Agent, the
Issuing Bank or any Lender under any Loan Document.
“ Material Acquisition ” has the meaning assigned to
such term in the definition of “Acquired EBITDAX”.
“ Material Debt ” means: (a) any
Debt (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one or more of the Borrower and its Restricted Subsidiaries in an aggregate principal amount exceeding the Threshold Amount and
(b) Debt (and any guarantees thereof) under the Second Lien Notes and the other Second Lien Note Documents. For purposes of determining Material Debt, the “principal amount” of the obligations of the Borrower or any Restricted
Subsidiary in respect of any Swap Agreement at any time shall be the Swap Termination Value of such Swap Agreement.
“ Material Disposition ” means any disposition of Property or series of related dispositions of Property that
involves the payment of consideration to the Borrower and the Consolidated Restricted Subsidiaries in excess of $2,000,000.
“ Material Subsidiary ” means, as of any date, any Restricted Subsidiary that (a) incurs or is otherwise
liable on any Debt or guarantees any Debt or grants any Lien on any Property to secure any Debt, (b) owns any Borrowing Base Properties, or (c) whose revenues or total assets, when taken together with its Subsidiaries, as of the last day
of the most recent fiscal quarter for which financial statements are required to have been delivered pursuant to Section 8.01(a) or Section 8.01(b) or, with respect to the Initial Financial
Statements, Section 6.02 , were equal to or greater than 2.5% of the consolidated total revenues or consolidated total assets, respectively, of the Borrower and the Consolidated Restricted Subsidiaries as of such date,
determined in accordance with GAAP; provided that, if, as of the last day of the most recent fiscal quarter for which financial
30
statements are required to have been delivered pursuant to Section 8.01(a) or Section 8.01(b) or, with respect to the Initial Financial
Statements, Section 6.02 , the aggregate revenues or aggregate assets attributable to all Restricted Subsidiaries that are not Material Subsidiaries exceed 5.0% of the consolidated revenues or consolidated total assets,
respectively, of the Borrower and the Consolidated Restricted Subsidiaries as of such date, then the Borrower shall designate in the compliance certificate required to be delivered pursuant to Section 8.01(c) for such fiscal quarter or fiscal
year, as applicable, one or more Restricted Subsidiaries that are not Material Subsidiaries as Material Subsidiaries as may be necessary to eliminate such excess, and upon the delivery of such compliance certificate to the Administrative Agent, such
designated Restricted Subsidiaries shall for all purposes of this Agreement constitute Material Subsidiaries; provided further that, in the event that the Borrower fails to so designate sufficient additional Subsidiaries as
“Material Subsidiaries” as aforesaid, the Administrative Agent may, by prior written notice to the Borrower, designate sufficient additional Restricted Subsidiaries as “Material Subsidiaries” on the Borrower’s behalf,
whereupon such Restricted Subsidiaries shall constitute “Material Subsidiaries” for all purposes of this Agreement.
“ Maturity Date ” means May 25, 2030.
“ Maximum Credit Amount ” means, as to each Lender, the amount set forth opposite such Lender’s name on
Annex I under the caption “Maximum Credit Amounts”, as the same may be (a) reduced or terminated from time to time in connection with a reduction or termination of the Aggregate Maximum Credit Amounts
pursuant to Section 2.06(b) , (b) modified from time to time pursuant to Section 2.06(c) or (c) modified from time to time pursuant to any assignment permitted by
Section 12.04(b) .
“ Moody’s ” means Moody’s Investors Service,
Inc. and any successor thereto that is a nationally recognized rating agency.
“ Mortgaged Property ”
means any Property owned by the Borrower or any Guarantor which is subject to the Liens existing and to exist under the terms of the Security Instruments.
“ Mortgages ” means all mortgages, deeds of trust and similar documents, instruments and agreements creating,
evidencing, perfecting or otherwise establishing the Liens on Mortgaged Property to secure payment of the Obligations or any part thereof in form and substance satisfactory to the Administrative Agent.
“ Multiemployer Plan ” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.
“ New Borrowing Base Notice ” has the meaning assigned to such term in
Section 2.07(d) .
“ Non-Consenting
Lender ” means any Lender that (a) does not approve any consent, waiver or amendment that (i) requires the approval of all affected Lenders or all Lenders in accordance with the terms of Section 12.02 and
(ii) has been approved by the Majority Lenders and (b) does not approve an increase in the Borrowing Base that has been approved by the Supermajority Lenders.
“ Non-Defaulting Lenders ” means, at any time, each Lender that is
not a Defaulting Lender.
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“ Notes ” means the promissory notes of the Borrower
described in Section 2.02(d) and being substantially in the form of Exhibit A , together with all amendments, modifications, replacements, extensions and rearrangements thereof.
“ NYFRB ” means the Federal Reserve Bank of New York.
“ Obligations ” means any and all amounts owing or to be owing by the Parent, the General Partner, the
Borrower, any Restricted Subsidiary or any Guarantor (whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising): (a) to any Agent, the Issuing Bank or
any Lender under any Loan Document, including, without limitation, all applicable fees and expenses hereunder, and all interest on any of the Loans (including any interest that accrues after the commencement of any case, proceeding or other action
relating to the bankruptcy, insolvency or reorganization of any Credit Party (or could accrue but for the operation of applicable bankruptcy or insolvency laws), whether or not such interest is allowed or allowable as a claim in any such case,
proceeding or other action); (b) to any Secured Swap Party under any Secured Swap Agreement; (c) to any Secured Cash Management Provider under any Secured Cash Management Agreement; and (d) all renewals, extensions and/or
rearrangements of any of the above; provided that solely with respect to (i) any Subsidiary Guarantor that is not and (ii) the General Partner, if such Subsidiary Guarantor or the General Partner is not, an “eligible contract
participant” under the Commodity Exchange Act, Excluded Swap Obligations of such Person shall in any event be excluded from “Obligations” owing by such Person. Without limitation of the foregoing, the term “Obligations”
shall include the unpaid principal of and interest on the Loans and LC Exposure (including, without limitation, interest accruing at the then applicable rate provided in this Agreement after the maturity of the Loans and LC Exposure and interest
accruing at the then applicable rate provided in this Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Parent, the General Partner, the Borrower, any
of its Subsidiaries or any Guarantor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), reimbursement obligations (including, without limitation, to reimburse LC Disbursements), obligations to post cash
collateral in respect of Letters of Credit, any Erroneous Payment Subrogation Rights, payments in respect of an early termination of Secured Swap Obligations and unpaid amounts, fees, expenses, indemnities, costs, and all other obligations and
liabilities of every nature of the Parent, the General Partner, the Borrower, any Subsidiary or any Guarantor, whether absolute or contingent, due or to become due, now existing or hereafter arising under this Agreement, the other Loan Documents,
any Secured Swap Agreement or any Secured Cash Management Agreement.
“ OFAC ” means the
U.S. Department of the Treasury’s Office of Foreign Assets Control.
“ Oil and Gas
Properties ” means (a) Hydrocarbon Interests; (b) the Properties now or hereafter pooled or unitized with Hydrocarbon Interests; (c) all presently existing or future unitization agreements, pooling agreements and declarations
of pooled or unitized units and the units created thereby (including without limitation all units created under orders, regulations and rules of any Governmental Authority) which may affect all or any portion of the Hydrocarbon Interests;
(d) all operating agreements, contracts and other agreements, including farmout agreements, farm in agreements, area of mutual interest agreements, equipment leases and production sharing contracts and other agreements, which relate to any of
the Hydrocarbon
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Interests or the production, sale, purchase, exchange or processing of Hydrocarbons from or attributable to such Hydrocarbon Interests; (e) all Hydrocarbons in and under and which may be
produced and saved or attributable to the Hydrocarbon Interests, including all oil in tanks, and all rents, issues, profits, proceeds, products, revenues and other incomes from or attributable to the Hydrocarbon Interests; (f) all tenements,
hereditaments, appurtenances and Properties in any manner appertaining, belonging, affixed or incidental to the Hydrocarbon Interests; and (g) all Properties, rights, titles, interests and estates described or referred to above, including any
and all Property, real or personal, immovable or moveable, now owned or hereafter acquired and situated upon, used, held for use or useful in connection with the operating, working or development of any of such Hydrocarbon Interests or Property
(excluding drilling rigs, automotive equipment, rental equipment or other personal Property which may be on such premises for the purpose of drilling a well or for other similar temporary uses) and including any and all wellbores, oil wells, gas
wells, injection wells, disposal wells or other wells, buildings, structures, fuel separators, liquid extraction plants, plant compressors, pumps, pumping units, gathering systems, field gathering systems, gas processing plants and pipeline systems
and any related infrastructure to any thereof, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods,
surface leases, rights-of-way, easements and servitudes together with all additions, substitutions, replacements, accessions and attachments to any and all of the
foregoing. Unless otherwise expressly provided herein, all references in this Agreement to “Oil and Gas Properties” refer to Oil and Gas Properties owned by the Borrower and/or its Restricted Subsidiaries, as the context requires.
“ Ongoing Hedges ” has the meaning assigned to such term in Section 9.14(a) .
“ OPA ” has the meaning set forth in the definition of “ Environmental Laws ”.
“ Other Connection Taxes ” means, with respect to any Recipient, Taxes imposed as a result of a present or
former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or
perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan, Letter of Credit or Loan Document).
“ Other Taxes ” means any and all present or future stamp, court or documentary, intangible, recording,
filing or similar Taxes arising from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, this Agreement and any
other Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 5.04(b) ).
“ Outbound Investment Rules ” means the regulations administered and enforced, together with any related
public guidance issued, by the United States Treasury Department under U.S. Executive Order 14105 of August 9, 2023, or any similar law or regulation; as of the Signing Date, and as codified at 31 C.F.R. § 850.101 et seq.
“ Participant ” has the meaning assigned to such term in Section 12.04(c)(i) .
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“ Participant Register ” has the meaning assigned to such
term in Section 12.04(c)(i) .
“ Patriot Act ” has the meaning assigned to such
term in Section 12.16 .
“ PBGC ” means the Pension Benefit Guaranty
Corporation, or any successor thereto.
“ Permitted Holder ” means officers and directors of the Borrower
(or the Parent) who on the Effective Date are holders of Equity Interests of the Borrower (or the Parent) (and their Controlled Investment Affiliates and Immediate Family Members).
“ Permitted Refinancing Debt ” means, with respect to Debt of any Person (for purposes of this definition,
the “ Refinanced Debt ”), any refinancing, renewal or replacement of such Refinanced Debt (for purposes of this definition, “ new Debt ”); provided that (a) the principal amount of such new Debt does not
exceed the principal amount then outstanding of the Refinanced Debt plus an amount necessary to pay accrued and unpaid interest thereon plus reasonable fees and expenses incurred in connection with such refinancing, renewal or
replacement of such Refinanced Debt; (b) such new Debt has a final maturity date equal to or later than the final maturity date of, and has a weighted average life to maturity equal to or greater than the weighted average life to maturity of,
the Refinanced Debt; (c) (i) to the extent the Refinanced Debt is subordinated in right of payment to the Obligations, such new Debt is subordinated in right of payment to the Obligations on terms and conditions satisfactory to the
Administrative Agent and (ii) such new Debt is incurred by the Person who is the obligor of, and does not have greater guarantees or security than, the Refinanced Debt; and (d) if the Refinanced Debt constitutes Second Lien Notes or Senior
Notes, then the new Debt must be Senior Notes incurred or issued pursuant to and in accordance with the terms of Section 9.02(i) .
“ Permitted Senior Notes ” means Senior Notes and Permitted Refinancing Debt, in each case, issued or
incurred by the Borrower and permitted to remain outstanding pursuant to Section 9.02(i) .
“ Permitted Tax Distributions ” means:
(A) for any taxable period (or portion thereof) ending prior to Effective Date for which Borrower was wholly-owned by Parent
for U.S. federal income tax purposes, distributions in an aggregate amount not to exceed the product of (x) the highest combined marginal federal, state and/or local statutory income Tax rate applicable to Parent (as estimated by the Borrower
in good faith) and (y) the taxable income attributable to the Borrower and its Subsidiaries for such taxable period allocated to Parent;
(B) for any taxable period (or portion thereof) ending after the Effective Date for which the Borrower is treated as a
partnership (or disregarded as an entity separate from a partnership) that is not wholly-owned by a corporation for U.S. federal income tax purposes, distributions in an aggregate amount for such taxable period not to exceed the product of
(1) the taxable income of the Borrower and its Subsidiaries for such taxable period (determined without regard to any adjustments pursuant to Section 734 or 743 of the Code) that is allocated to the direct and indirect equityholders of the
Borrower and (2) the highest combined marginal U.S. federal, state and/or local income tax rate (taking into account the character of the taxable income in question (e.g., long term capital gain, qualified dividend income, etc.)) applicable to
any direct or indirect
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equityholder of the Borrower (as estimated by the Borrower in good faith); provided that, to the extent a direct or indirect equityholder of the Borrower would be entitled to receive less than
its pro rata share (in accordance with relative economic ownership of the Borrower) of the amounts of tax distributions otherwise distributable by the Borrower pursuant to this clause (B) on any given date, the amounts of Permitted Tax
Distributions otherwise permitted pursuant to this clause (B) shall be increased to ensure that the direct and indirect equityholders of the Borrower shall receive an amount pursuant to this clause (B) so that all tax distributions by the
Borrower are made to its direct and indirect equityholders pro rata in accordance with relative economic ownership; or
(C) for any taxable year ending after the Effective Date for which (i) the Borrower is treated as a corporation that is a
member of a consolidated, combined, unitary or similar income tax group for U.S. federal or applicable foreign, state and/or local income tax purposes of which Parent or any other direct or indirect parent company of the Borrower is the common
parent (a “Tax Group”) or (ii) the Borrower is a pass-through or disregarded entity for U.S. federal or applicable foreign, state or local income tax purposes that is wholly-owned (directly or indirectly) by a corporation for U.S.
federal income tax purposes, distributions to fund the portion of the U.S. federal, foreign, state and/or local income taxes of such Tax Group or such corporation (as applicable) for such taxable period that is attributable to the taxable income of
the Borrower and/or the applicable Subsidiaries.
“ Person ” means any natural person, corporation,
limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
“ Plan ” means any employee pension benefit plan, as defined in Section 3(2) of ERISA, which (a) is
currently or hereafter sponsored, maintained or contributed to by the Borrower, a Subsidiary or, solely with respect to a plan subject to Title IV of ERISA, an ERISA Affiliate or (b) if the Borrower or a Subsidiary has liability thereunder, was
at any time during the current calendar year or the six calendar years preceding the Signing Date and the Effective Date, sponsored, maintained or contributed to by the Borrower or a Subsidiary or, to which Borrower or a Subsidiary has any
liability, including any liability with respect to a plan subject to Title IV of ERISA on account of an ERISA Affiliate.
“ Prime Rate ” means the rate of interest per annum publicly announced from time to time by the
Administrative Agent as its prime rate in effect at its principal office in New York, New York; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective. Such rate is set by
the Administrative Agent as a general reference rate of interest, taking into account such factors as the Administrative Agent may deem appropriate; it being understood that many of the Administrative Agent’s commercial or other loans are
priced in relation to such rate, that it is not necessarily the lowest or best rate actually charged to any customer and that the Administrative Agent may make various commercial or other loans at rates of interest having no relationship to such
rate.
“ Pro Forma Basis ” means, for purposes of calculating Consolidated Net Leverage Ratio pursuant to
Section 9.02( i ) , Section 9.04(a)(iv) , Section 9.04(b)( i ) and Section 9.05(n ), that solely with respect to any
Material Acquisition, the Acquired EBITDAX with respect to such Material Acquisition (and any prior Material Acquisitions consummated after the most recently ended
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Rolling Period, and through but excluding the date on which compliance with the Consolidated Net Leverage Ratio for purposes Section 9.02(i) ,
Section 9.04(a)(iv) , Section 9.04(b)(i) and Section 9.05(n ), as applicable, is being tested) shall be included in the calculation of EBITDAX.
“ Property ” means any interest in any kind of property or asset, whether real, personal or mixed, or
tangible or intangible, including, without limitation, cash, securities, accounts and contract rights.
“ Proposed
Acquisition ” has the meaning assigned to such term in Section 9.14(a)(i) .
“ Proposed Borrowing Base ” has the meaning assigned to such term in
Section 2.07(c)(i) .
“ Proposed Borrowing Base Notice ” has the meaning
assigned to such term in Section 2.07(c)(ii) .
“ Proved Developed Producing
Reserves ” means “proved developed producing oil and gas reserves” as such term is defined in the Definitions for Oil as Gas Reserves promulgated by the Society of Petroleum Engineers (or any generally recognized successor) as
in effect at the time in question.
“ Proved Oil and Gas Properties ” means Oil and Gas Properties to
which Proved Reserves are attributed.
“ Proved Reserves ” means collectively, “proved oil and gas
reserves,” “proved developed producing oil and gas reserves,” “proved developed non-producing oil and gas reserves” (consisting of proved developed
shut-in oil and gas reserves and proved developed behind pipe oil and gas reserves), and “proved undeveloped oil and gas reserves,” as such terms are defined in the Definitions for Oil as Gas
Reserves promulgated by the Society of Petroleum Engineers (or any generally recognized successor) as in effect at the time in question.
“ PTE ” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any
such exemption may be amended from time to time.
“ Public Company Compliance ” means compliance with the
requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, the provisions of the Securities Act and the Exchange Act, and the rules of national securities exchange listed companies (in each
case, as applicable to companies with equity or debt securities held by the public), including procuring directors’ and officers’ insurance, legal and other professional fees, and listing fees.
“ PV-9 ” means, with respect to any Proved Reserves expected to be
produced from any Borrowing Base Properties, the net present value, discounted at 9% per annum, of the future net revenues expected to accrue to the Borrower’s and the Restricted Subsidiaries’ collective interests in such reserves during
the remaining expected economic lives of such reserves, calculated in accordance with the Bank Price Deck.
“ Qualified ECP Guarantor ” means, in respect of any Swap Agreement, each Credit Party that (a) has
total assets exceeding $10,000,000 at the time any guaranty of obligations under such
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Swap Agreement or grant of the relevant security interest to secure such Swap Agreement becomes effective or (b) otherwise constitutes an “eligible contract participant” under
the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
“ RCRA ” has the meaning set forth in the definition of “ Environmental Laws ”.
“ Recipient ” means (a) the Administrative Agent, (b) any Lender or (c) the Issuing Bank, as
applicable.
“ Redemption ” means with respect to any Debt, the repurchase, redemption, prepayment,
repayment, defeasance or any other acquisition or retirement for value (or the segregation of funds with respect to any of the foregoing) of such Debt. “ Redeem ” has the correlative meaning thereto.
“ Redetermination Date ” means, with respect to any Scheduled Redetermination or any Interim Redetermination,
the date that the redetermined Borrowing Base related thereto becomes effective pursuant to Section 2.07(d) .
“ Reference Date ” means February 1, 2015.
“ Register ” has the meaning assigned to such term in Section 12.04(b)(iv) .
“ Registration Statement ” means that certain Form S-1 Registration
Statement in the form provided to the Administrative Agent on the Signing Date and to be initially filed with the U.S. Securities and Exchange Commission on or about May 11, 2026.
“ Regulation D ” means Regulation D of the Board, as the same may be amended,
supplemented or replaced from time to time.
“ Related Parties ” means, with respect to any specified
Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors (including attorneys, accountants and experts) of such Person and such Person’s Affiliates.
“ Release ” means any depositing, spilling, leaking, pumping, pouring, placing, emitting, discarding,
abandoning, emptying, discharging, injecting, leaching, dumping, or disposing.
“ Release Date ” means
the date upon which (i) all Obligations (including, without limitation, all principal, LC Exposure, interest (including interest accruing during the pendency of an insolvency or liquidation proceeding, regardless of whether allowed or allowable
in such insolvency or liquidation proceeding) and premium, if any, on all Loans, and all fees, costs, expenses and other amounts due and payable under this Agreement and the other Loan Documents) shall have been paid in full in cash (other than
contingent indemnification obligations, obligations under Secured Swap Agreements and Secured Cash Management Obligations), (ii) no Letter of Credit is outstanding (other than Letters of Credit that have been cash collateralized or otherwise
secured, in each case, to the satisfaction of the Issuing Bank), (iii) all of the Commitments have been terminated, (iv) each Secured Swap Agreement (including each ISDA Master Agreement) shall have been terminated in writing by the parties
thereto and all amounts due and payable by the Borrower or any Restricted Subsidiary to any Secured Swap Party under each such Secured
37
Swap Agreement shall have been paid in full in cash, or if any Secured Swap Agreement is outstanding, credit support arrangements acceptable
in the sole discretion of the Secured Swap Party party thereto have been made to secure or provide credit support for such Secured Swap Obligations and (v) the payment in full in cash of all amounts owing under and the termination of all
Secured Cash Management Obligations has occurred (other than contingent indemnification obligations and Secured Cash Management Obligations as to which arrangements satisfactory to the applicable Secured Cash Management Provider shall have been
made).
“ Relevant Governmental Body ” means the Board or the NYFRB, or a committee officially endorsed
or convened by the Board or the NYFRB or any successor thereto.
“ Remedial Work ” has the meaning
assigned to such term in Section 8.09(a) .
“ Required Lenders ” means
(a) if there are fewer than three Lenders at such time, all Non-Defaulting Lenders, and (b) if there are three or more Lenders at such time, (i) at any time while no Loans or LC Exposure is
outstanding, Non-Defaulting Lenders having at least sixty-six and two-thirds percent
(66 2 ⁄ 3 %) of the Aggregate Maximum Credit Amounts of all Non-Defaulting Lenders, and (ii) at any time while any Loans or
LC Exposure is outstanding, Non-Defaulting Lenders holding at least sixty-six and two-thirds percent (66 2 ⁄ 3 %) of the outstanding aggregate principal amount of the Loans and participation interests in Letters of Credit of all
Non-Defaulting Lenders (without regard to any sale by a Non-Defaulting Lender of a participation in any Loan under Section 12.04(c) ).
“ Required Mortgage Percentage ” means, (a) prior to the Discharge of Second Lien Obligations, 90% and
(b) following the Discharge of Second Lien Obligations, 85%.
“ Required Title Percentage ” means,
(a) prior to the Discharge of Second Lien Obligations, 90% and (b) following the Discharge of Second Lien Obligations, 85%.
“ Reserve Report ” means (a) a report, in form and substance reasonably satisfactory to the
Administrative Agent, setting forth, as of each January 1st or July 1st (or such other date in the event of an Interim Redetermination) the oil and gas reserves attributable to the Oil and Gas Properties of the Borrower and the Restricted
Subsidiaries, together with a projection of the rate of production and future net income, Taxes, operating expenses and capital expenditures with respect thereto as of such date, based upon the pricing assumptions consistent with the Administrative
Agent’s lending requirements at the time and (b) the Initial Reserve Report.
“ Reserve Report
Certificate ” means a certificate of a Responsible Officer in substantially the form of Exhibit N certifying as to the matters in Section 8.11(c) .
“ Resolution Authority ” means an EEA Resolution Authority or, with respect to any UK Financial Institution,
a UK Resolution Authority.
“ Responsible Officer ” means, as to any Person, the Chief Executive Officer,
the President, any Financial Officer or any Vice President of such Person. Unless otherwise specified, all references to a Responsible Officer of the Borrower herein shall mean a Responsible Officer of the General Partner with respect to the General
Partner’s capacity as the general partner of the Borrower.
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“ Restricted Payment ” means (a) any dividend or other
distribution (whether in cash, securities or other Property) with respect to any Equity Interests in the Borrower or any of its Restricted Subsidiaries, or any payment (whether in cash, securities or other Property), including any sinking fund or
similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Borrower or any of its Restricted Subsidiaries or any option, warrant or other right to acquire any
such Equity Interests in the Borrower or any of its Restricted Subsidiaries and (b) any payment of management fees, advisory fees or similar fees by the Borrower or any Restricted Subsidiary to any holders of their Equity Interests or any
Affiliates thereof.
“ Restricted Subsidiary ” means any Subsidiary of the Borrower that is not an
Unrestricted Subsidiary.
“ Revolving Credit Exposure ” means, with respect to any Lender at any time,
the sum of the outstanding principal amount of such Lender’s Loans and its LC Exposure at such time.
“ Rolling Period ” means (a) for each of the first three (3) fiscal quarters ending after the
Effective Date, the applicable period commencing on the first day of the first fiscal quarter ending after the Effective Date and ending on the last day of such applicable fiscal quarter, and (b) for the fourth (4th) fiscal quarter ending after
the Effective Date, and for each fiscal quarter thereafter, any period of four (4) consecutive fiscal quarters ending on the last day of such applicable fiscal quarter; provided that when used in connection with Specified EBITDAX,
“Rolling Period” shall refer to the four (4) consecutive fiscal quarters ending on the last day of the fiscal quarter prior to the Effective Date.
“ S&P ” means S&P Global Ratings, a division of S&P Global Inc., and any successor thereto that
is a nationally recognized rating agency.
“ Sanctioned Country ” means, at any time, a country, region
or territory which is itself the target of comprehensive Sanctions (which include, as of the Signing Date, the so-called Donetsk People’s Republic, the so-called
Luhansk People’s Republic, the Crimea region of Ukraine, Cuba, Iran, and North Korea).
“ Sanctioned
Person ” means, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC (including OFAC’s Specially Designated Nationals and Blocked Persons List and OFAC’s Consolidated Non-SDN List), the U.S. Department of State, the United Nations Security Council, the European Union, any European Union member state, or His Majesty’s Treasury (b) any Person operating, organized or
ordinarily resident in a Sanctioned Country, (c) a government or governmental authority of a Sanctioned Country or Venezuela, (d) any Person owned or controlled by as “owned” and “controlled” are defined or
interpreted under the relevant Sanctions, or acting or purporting to act for or on behalf of, directly or indirectly, any such Person or Persons described in clauses (a), (b) and (c), including a Person that is deemed by OFAC to be a Sanctions
target based on the ownership of such legal entity by Sanctioned Person(s), or (e) any Person otherwise a target of Sanctions, including vessels and aircraft, that are designated under any Sanctions program.
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“ Sanctions ” means any and all economic or financial
sanctions, sectoral sanctions, secondary sanctions, trade embargoes and restrictions imposed, administered or enforced from time to time by the U.S. government (including those administered by OFAC or the U.S. Department of State), the
United Nations Security Council, the European Union, any European Union member state, and His Majesty’s Treasury.
“ Same Day Funds ” means with respect to disbursements and payments in Dollars, immediately available funds.
“ Scheduled Redetermination ” has the meaning assigned to such term in
Section 2.07(b) .
“ Scheduled Redetermination Date ” means the date on which a
Borrowing Base that has been redetermined pursuant to a Scheduled Redetermination becomes effective as provided in Section 2.07(d) .
“ SEC ” means the Securities and Exchange Commission or any successor Governmental Authority.
“ Second Lien Agent ” means U.S. Bank Trust Company, National Association, as agent and collateral agent for
the holders of the Notes under the Second Lien Note Purchase Agreement, together with its successors and assigns in such capacity under the applicable Second Lien Note Documents.
“ Second Lien Intercreditor Agreement ” means that certain Intercreditor Agreement, dated as of the Effective
Date, between the Administrative Agent, as administrative agent for the First Lien Secured Parties (as defined therein), and the Second Lien Agent, as administrative agent for the Second Lien Secured Parties (as defined therein), and acknowledged
and agreed by the Borrower and the Guarantors, which shall be in form and substance satisfactory to the Administrative Agent, as the same may from time to time be amended, amended and restated, supplemented or otherwise modified in accordance with
the terms thereof.
“ Second Lien Note Documents ” means the Second Lien Note Purchase Agreement and each
other “Note Document” as defined in the Second Lien Note Purchase Agreement, and any other note documents entered into in connection therewith, including, without limitation, the Second Lien Intercreditor Agreement, any promissory notes,
mortgages, deeds of trust, security agreements and instruments, guarantees, collateral or credit support documents, and any other agreements, instruments consents or certificates executed by the Parent, the General Partner, the Borrower, or any of
the Restricted Subsidiaries or any Guarantor in connection with, or as security for the payment or performance of, any Second Lien Notes, which, in each case, shall be in form and substance satisfactory to the Administrative Agent, in each case, as
the same may from time to time be amended, amended and restated, supplemented or otherwise modified to the extent permitted by Section 9.04(b)(ii) .
“ Second Lien Note Purchase Agreement ” means that certain Amended and Restated Note Purchase Agreement,
dated as of May 20, 2026, by and among the Borrower, as issuer, the Second Lien Agent, and the other parties thereto from time to time, as the same may from time to time be amended, amended and restated, supplemented or otherwise modified to
the extent permitted by Section 9.04(b)(ii) .
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“ Second Lien Notes ” means the “Notes” as
defined in the Second Lien Note Purchase Agreement, which Debt is intended to be secured on a junior basis by any Collateral securing the Obligations; provided that such Debt is permitted to be incurred and remain outstanding hereunder pursuant to
Section 9.02(j) and any Liens securing such Debt are permitted pursuant to Section 9.03(d) , as the same may from time to time be amended, amended and restated, supplemented or otherwise modified to
the extent permitted by Section 9.04(b)(ii) .
“ Second Lien Obligations ” means
the Second Lien Notes and any other obligations of the Borrower or any of its Restricted Subsidiaries under the Second Lien Note Documents.
“ Secured Cash Management Agreement ” means a Cash Management Agreement between (a) the Borrower or any
Restricted Subsidiary and (b) a Secured Cash Management Provider.
“ Secured Cash Management
Obligations ” means any and all amounts and other obligations owing by the Borrower or any Restricted Subsidiary to any Secured Cash Management Provider under any Secured Cash Management Agreement.
“ Secured Cash Management Provider ” means a Lender, an Affiliate of a Lender, the Administrative Agent or an
Affiliate of the Administrative Agent.
“ Secured Parties ” means, collectively, the Agents, the Lenders,
the Issuing Bank, the Secured Cash Management Providers and Secured Swap Parties, and “ Secured Party ” means any of them individually.
“ Secured Swap Agreement ” means (a) any Swap Agreement between the Borrower or any Restricted
Subsidiary and any Person that is entered into prior to the time, or during the time, that such Person was, a Lender or an Affiliate of a Lender (including any such Swap Agreement in existence prior to the Signing Date and the Effective Date), even
if such Person subsequently ceases to be a Lender (or an Affiliate of a Lender) for any reason (any such Person, a “ Secured Swap Party ”); provided that, for the avoidance of doubt, the term “Secured Swap
Agreement” shall not include any Swap Agreement or transactions under any Swap Agreement entered into after the time that such Secured Swap Party ceases to be a Lender or an Affiliate of a Lender; and (b) the Citadel Permitted Existing
Trades.
“ Secured Swap Obligations ” means all amounts and other obligations owing to any Secured Swap
Party under any Secured Swap Agreement (other than Excluded Swap Obligations) including the Citadel Permitted Existing Trades.
“ Secured Swap Party ” has the meaning assigned to such term in the definition of Secured Swap Agreement;
provided that, solely with respect to the Citadel Permitted Existing Trades, “Secured Swap Party” means Citadel.
“ Securities Account ” shall have the meaning set forth in Article 8 of the UCC.
“ Security Instruments ” means the Guarantee and Collateral Agreement, the Mortgages, the Control Agreements,
the Second Lien Intercreditor Agreement, and any and all other agreements, instruments, consents or certificates now or hereafter executed and delivered by the Borrower or any other Person (other than Swap Agreements with the Lenders or any
Affiliate of a Lender or
41
participation or similar agreements between any Lender and any other lender or creditor with respect to any Obligations pursuant to this Agreement) in connection with, or as security for the
payment or performance of the Obligations, the Notes, this Agreement, or reimbursement obligations under the Letters of Credit, as such agreements may be amended, modified, supplemented or restated from time to time.
“ Senior Note Documents ” means any indenture or other loan agreement governing any Senior Notes or any
Permitted Refinancing Debt, all guarantees thereof and all other agreements, documents, instruments and notes executed and delivered by the Parent, the General Partner, the Borrower or any Restricted Subsidiary or any Guarantor in connection with,
or pursuant to, the incurrence of any such Debt, as the same may be amended, modified or supplemented to the extent permitted by Section 9.04(b)(ii) .
“ Senior Notes ” has the meaning assigned to such term in Section 9.02(i) .
“ Series B Preferred Shares ” means the 50,000 shares of preferred stock designated as “Series B
Preferred Stock” pursuant to Section 1 of the Certificate of Designations of Series B Preferred Stock of the Parent, dated as of February 1, 2024, as the same may from time to time be amended or modified to the extent permitted by
Section 9.17 .
“ Series D Preferred Shares ” means the 37,780 shares of
preferred stock designated as “Series D Preferred Stock” pursuant to Section 1 of the Certificate of Designations of Series D Preferred Stock of the Parent, dated as of March 30, 2026, as the same may from time to time be
amended or modified to the extent permitted by Section 9.17 .
“ Signing Date ”
means the date on which the conditions specified in Section 6.01 are satisfied (or waived in accordance with Section 12.02 ).
“ SOFR ” means a rate equal to the secured overnight financing rate as administered by the SOFR
Administrator.
“ SOFR Administrator ” means the NYFRB (or a successor administrator of the secured
overnight financing rate).
“ SOFR Loan ” means any Loan bearing interest at a rate based on Term SOFR as
provided in Section 3.02(b) (but excluding for the avoidance of doubt any ABR Loan bearing interest based on Term SOFR pursuant to clause (c) of the definition of Alternate Base Rate).
“ Sold Entity or Business ” has the meaning set forth in the definition of the term “EBITDAX”.
“ Solvent ” means, with respect to any Person(s) as of any date, that (a) the aggregate value of
the assets of such Person(s) (after giving effect to amounts that could reasonably be expected to be received by reason of indemnity, offset, insurance or any similar arrangement) (both at fair value and present fair saleable value) is, on the date
of determination, greater than the total amount of liabilities (including contingent and unliquidated liabilities) of such Person(s) as of such date, (b) as of such date, such Person(s) is able to pay all liabilities (after taking into account
the timing and amounts of cash it reasonably expects could be received and the amounts that it reasonably
42
expects could be payable on or in respect of its liabilities, and giving effect to amounts that could reasonably be expected to be received by reason of indemnity, offset, insurance or any
similar arrangement) of such Person(s) as such liabilities mature, and (c) as of such date, such Person(s) does not have unreasonably small capital given the nature of its business. In computing the amount of contingent or unliquidated
liabilities at any time, such liabilities shall be computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
“ Specified EBITDAX ” means (prior to giving effect to any Pro Forma Basis adjustments) (a) prior to the
date when the financial statements for the fiscal quarter ended March 31, 2026 are delivered, $82,800,000 and (b) thereafter until the first delivery of financial statements pursuant to Section 8.01(b), Specified EBITDAX shall be
calculated by multiplying EBITDAX for the fiscal quarter ended March 31, 2026 times four.
“ Specified Equity Contribution ” means, an amount equal to, without duplication, the amount of any capital
contributions made in cash to, or any cash proceeds of an issuance of Equity Interests of the Borrower (other than Disqualified Capital Stock) received by, the Borrower during the applicable Cure Period that are made for the purpose of exercising
the equity cure rights set forth in Section 9.01(c) .
“ Subsidiary ” means,
with respect to any Person (the “ parent ”) at any date, any other Person the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were
prepared in accordance with GAAP as of such date, as well as any other Person (a) of which Equity Interests representing more than 50% of the equity or more than 50% of the ordinary voting power (irrespective of whether or not at the time
Equity Interests of any other class or classes of such Person shall have or might have voting power by reason of the happening of any contingency) or, in the case of a partnership, any general partnership interests are, as of such date, owned,
controlled or held, or (b) the management decisions of which, as of such date, are otherwise controlled, in each case, directly, indirectly through one or more intermediaries, or both, by the parent. Unless otherwise specified, each reference
to “Subsidiary” shall mean a Subsidiary of the Borrower.
“ Subsidiary Guarantor ” means any
Restricted Subsidiary of the Borrower that is a Guarantor.
“ Supermajority Lenders ” means (a) if
there are fewer than three Lenders at such time, all Non-Defaulting Lenders, and (b) if there are three or more Lenders at such time, (i) at any time while no Loans or LC Exposure is outstanding, Non-Defaulting Lenders having more than eighty-five percent (85%) of the Aggregate Maximum Credit Amounts of all Non-Defaulting Lenders and (ii) at any time while any
Loans or
### EX-10.20 - EX-10.20
EX-10.20
6
d86452dex1020.htm
EX-10.20
EX-10.20
Exhibit 10.20
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (this “ Agreement ”) dated as of [ ], 2026, between WhiteHawk Minerals
Corp., a Delaware incorporated company (“ PubCo ”), WhiteHawk Income Operating Partnership L.P., a Delaware limited partnership (“ OpCo ” and together with PubCo and any subsidiaries or affiliates as may employ
Executive from time to time, the “ Company ”), and Jeffrey Slotterback (the “ Executive ”).
W
I T N E S S E T H
WHEREAS , the Company desires to
employ the Executive as Chief Financial Officer, Treasurer and Secretary of the Company; and
WHEREAS , the Company
and the Executive desire to enter into this Agreement as to the terms of the Executive’s employment with the Company.
NOW, THEREFORE , in consideration of the foregoing, of the mutual promises contained herein and of other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. POSITION AND DUTIES .
(a) During the Employment Term (as defined in Section 2 hereof), the Executive shall serve as the
Chief Financial Officer, Treasurer and Secretary of the Company. In this capacity, the Executive shall have the duties, authorities and functions commensurate with the duties, authorities and functions of persons holding such titles in similarly-sized companies. The Executive’s principal place of employment with the Company shall be in Philadelphia, Pennsylvania, provided that the Executive understands and agrees that the Executive
may be required to travel from time to time for business purposes. The Executive shall report directly to the Chief Executive Officer of the Company.
(b) During the Employment Term, the Executive shall devote substantially all business time, energy, business judgment,
knowledge and skill and the Executive’s best efforts to the performance of the Executive’s duties with the Company, provided that the foregoing shall not prevent the Executive from (i) serving on the boards of directors of non-profit organizations and, with the prior written approval of the Board of Directors (the “Board”) of PubCo, other for-profit companies, (ii) participating
in charitable, civic, educational, professional, community or industry activities, (iii) managing the Executive’s personal investments and (iv) pursuing, investing in, acquiring, or otherwise participating in any Declined Opportunity
or Outside Opportunity in accordance with Section 26 of this Agreement (collectively, the “ Permitted Activities ”) so long as such activities in the aggregate do not materially interfere with the
Executive’s duties hereunder or, other than for a Declined Opportunity, create a business or fiduciary conflict.
2. EMPLOYMENT TERM . The Company agrees to employ the Executive pursuant to the terms of this Agreement, and the
Executive agrees to be so employed, for a term commencing as of the date hereof (the “ Effective Date ”) and ending on the third anniversary of the Effective Date (the “ Initial Term ”). On the third anniversary of
the Effective Date and each
one-year anniversary of such date thereafter, the term of this Agreement shall be automatically extended for successive
one-year periods, provided , however , that either party hereto may elect not to extend this Agreement by giving written notice to the other party at least sixty (60) days prior to any such
anniversary date. Notwithstanding the foregoing, the Executive’s employment hereunder may be earlier terminated in accordance with Section 6 hereof, subject to Section 7 hereof. The period of
time between the Effective Date and the termination of the Executive’s employment hereunder shall be referred to herein as the “ Employment Term .”
3. BASE SALARY . The Company agrees to pay the Executive a base salary at an annual rate of not less than
$400,000, payable in accordance with the regular payroll practices of the Company, but not less frequently than monthly. The Executive’s Base Salary shall be subject to annual review by the Board (or a committee thereof), and may be increased,
but not decreased (unless such decrease is part of a company-wide or management-wide reduction), from time to time by the Board. The base salary as determined herein and
as may be increased from time to time shall constitute “ Base Salary ” for purposes of this Agreement.
4. ANNUAL BONUS . For each fiscal year of the Company during the Employment Term the Executive shall be eligible
to receive an annual bonus (the “ Annual Bonus ”) with a target amount of no less than one hundred percent (100%) of the Executive’s Base Salary (the “ Target Annual Bonus ”), payable in a combination of cash
and/or equity awards, as determined by the Board (or authorized committee thereof) in its sole discretion. The value of any equity awards shall be calculated based on the grant date fair value of such awards. The Board (or such authorized committee)
shall determine in its sole discretion the amount, form(s) and mix, and such other terms and conditions (including vesting, exercise and settlement) applicable to any such equity award, taking into account the Executive’s and the
Company’s performance; provided, however, that the form(s), mix, terms and conditions shall be reasonably consistent in all material respects as those provided to other senior executives of the Company unless otherwise agreed to by the
Executive. Any Annual Bonus for a fiscal year of the Company shall be paid in the next succeeding fiscal year on or before March 15 of such fiscal year.
5. EMPLOYEE BENEFITS.
(a) BENEFIT PLANS . During the Employment Term, the Executive shall be eligible to participate in any employee benefit
plan that the Company has adopted or may adopt, maintain or contribute to for the benefit of its employees generally, subject to satisfying the applicable eligibility requirements, except to the extent such plans are duplicative of the benefits
otherwise provided hereunder. The Executive’s participation will be subject to the terms of the applicable plan documents and generally applicable Company policies in effect from time to time. Notwithstanding the foregoing, the Company may
modify or terminate any employee benefit plan at any time.
(b) VACATIONS . During the Employment Term, the
Executive shall be entitled to paid vacation in accordance with the plans, policies, programs and practices of the Company applicable to its similarly situated senior executives, as in effect from time to time.
(c) BUSINESS EXPENSES . Upon presentation of reasonable substantiation and documentation as the Company may specify from
time to time, the Company shall pay or the
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Executive shall be reimbursed in accordance with the Company’s expense reimbursement policy in effect from time to time, for all reasonable out-of-pocket business expenses incurred by the Executive during the Employment Term and in connection with the performance of the Executive’s duties hereunder.
6. TERMINATION . The Executive’s employment and the Employment Term shall terminate on the first of the
following to occur:
(a) DISABILITY . Upon ten (10) days’ prior written notice by the Company to the
Executive of termination due to Disability. For purposes of this Agreement, “ Disability ” means, a condition entitling the Executive to receive benefits under a long-term disability plan of the Company or an Affiliate in which such
Executive is eligible to participate, or, in the absence of such a plan, a permanent and total disability as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “ Code ”). A Disability shall only
be deemed to occur if the Executive has been unable to perform the Executive’s principal duties and responsibilities hereunder for ninety (90) consecutive days or one hundred and twenty (120) days during any period of three hundred
and sixty-five (365) consecutive calendar days. Notwithstanding the foregoing, for payments that are subject to Code Section 409A (as defined in Section 24 hereof),
Disability shall mean that the Executive is disabled under Section 409A(a)(2)(C)(i) or (ii) of the Code.
(b)
DEATH . Automatically upon the date of death of the Executive.
(c) CAUSE . Immediately upon written notice by
the Company to the Executive of a termination for Cause. “ Cause ” shall mean:
(i) the Executive’s
continued and willful failure to substantially perform his duties (other than as a result of Disability), which continues beyond fifteen (15) days after a written demand for substantial performance is delivered by the Board that specifically
identifies the manner in which the Board believes that the Executive has not substantially performed his duties;
(ii)
grossly negligent or illegal conduct, or gross misconduct, by the Executive that is reasonably likely to result in material damage to the Company;
(iii) the Executive’s conviction of, or the plea of guilty or nolo contendere or the equivalent in respect to, any
felony or a misdemeanor involving an act of dishonesty, moral turpitude, deceit or fraud; or
(iv) the Executive’s
material breach of any non-competition, non-solicitation, confidentiality, non-disparagement or other restrictive covenant
provision relating to the Company, which breach is not cured (if capable of cure) within fifteen (15) days following notice of such breach provided by the Company that specifically identifies the manner in which the Company believes that the
Executive breached any such provisions.
In order to terminate the Executive’s employment for Cause, the Company must provide the
Executive with written notice of its intention to terminate the Executive’s employment for Cause
3
setting forth in reasonable detail the specific conduct allegedly constituting Cause and the specific provisions of this Agreement on which such claim is based.
(d) WITHOUT CAUSE . Upon thirty (30) days advance written notice by the Company to the Executive of an involuntary
termination without Cause (other than for death or Disability).
(e) GOOD REASON . Upon written notice by the
Executive to the Company of a termination for Good Reason. “ Good Reason ” shall mean the occurrence of any of the following events, without the express written consent of the Executive, unless such events are fully corrected in all
material respects by the Company within thirty (30) days following written notification by the Executive to the Company of the occurrence of one of the reasons set forth below:
(i) a material diminution in the Executive’s titles, duties or authorities, including (A) a change in the
Executive’s reporting such that he no longer reports directly to the Chief Executive Officer of the Company and (B) any material diminution in duties and/or authorities such that the Executive no longer has such duties and/or authorities
typically associated with the Chief Financial Officer, Treasurer and Secretary of a public company;
(ii) a material
diminution in the Executive’s Base Salary (unless such diminution is part of a company-wide or management-wide reduction) or a material diminution in the
Executive’s Target Annual Bonus opportunity;
(iii) a material breach of this Agreement by the Company; or
(iv) a relocation of the Executive’s primary office location by more than thirty (30) miles if such relocation
materially increases the Executive’s commute.
The Executive shall provide the Company with a written notice detailing the specific
circumstances alleged to constitute Good Reason within forty-five (45) days after the Executive first has notice of the first occurrence of such circumstances, and, to the extent uncured, actually
terminate employment within thirty (30) days following the expiration of the Company’s thirty (30)-day cure period described above. Otherwise, any claim of such circumstances as “Good
Reason” shall be deemed irrevocably waived with respect to such circumstance by the Executive and no such termination for Good Reason shall be deemed to occur.
(f) WITHOUT GOOD REASON . Upon thirty (30) days’ prior written notice by the Executive to the Company of the
Executive’s voluntary termination of employment without Good Reason (which the Company may, in its sole discretion, make effective earlier than any notice date).
(g) EXPIRATION OF EMPLOYMENT TERM; NON -EXTENSION OF AGREEMENT . Upon the
expiration of the Employment Term due to the delivery of a non-extension notice by the Company or the Executive in accordance with Section 2 hereof.
7. CONSEQUENCES OF TERMINATION .
4
(a) DEATH . In the event that the Executive’s employment and the
Employment Term end on account of the Executive’s death, the Executive or the Executive’s estate, as the case may be, shall be entitled to the following (with the amounts due under Sections 7(a)(i) through 7(a)(iii) and
7(a)(v) hereof to be paid within sixty (60) days following termination of employment, or such earlier date as may be required by applicable law):
(i) any unpaid Base Salary through the date of termination;
(ii) reimbursement for any unreimbursed business expenses incurred through the date of termination;
(iii) any accrued but unused vacation time in accordance with Company policy;
(iv) all other payments, benefits or fringe benefits to which the Executive shall be entitled under the terms of any
applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement, payable in accordance with the terms of each such plan, program, or grant or as provided in this Agreement;
(v) a pro-rata portion of the Executive’s Target Annual Bonus for the fiscal
year in which the Executive’s termination occurs (determined by multiplying the amount of such bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of days during the fiscal year of termination
that the Executive is employed by the Company and the denominator of which is 365), payable within thirty (30) days of the Executive’s termination of employment in cash (the “ Pro Rata Bonus ”);
(vi) the earned Annual Bonus for any completed fiscal year ending prior to the date of termination, to the extent not
previously paid payable in cash or fully-vested and freely tradeable shares of the Company’s common stock, as determined by the Board in its sole discretion as and when such Annual Bonus would have been
paid had the Executive’s employment not terminated (the “ Prior Year Bonus ”);
(vii) subject to
(A) the Executive’s (or his covered dependents’) timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“ COBRA ”) and (B) the Executive’s
(or, if applicable, his estate’s) continued compliance with the obligations in Sections 8 , 9 and 10 hereof, reimbursement of the Executive’s COBRA premiums at the same level (including coverage for dependents, if
applicable) and cost as if the Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars) participating in the
Company’s group health plan for eighteen (18) months; provided that the Company may modify the continuation coverage contemplated by this Section 7(a)(vii) to the extent reasonably necessary to avoid the
imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as
amended (to the extent applicable) or to the extent necessary to comply with Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), in each case, in a manner with the least economic
impact to the Executive (or his covered dependents); and provided , further , that in the event that the
5
Executive obtains other employment that offers comparable group health benefits, such reimbursements by the Company under this Section 7(a)(vii) shall immediately cease
(the benefits described in this Section 7(a)(vii) , the “ COBRA Reimbursement ”); and
(viii) provided that the Executive ’s estate or beneficiaries shall have executed and delivered to the Company a general
release pursuant to Section 8 and any period for rescission of such general release shall have expired without the Executive having rescinded such general release, any unvested equity award granted under the PubCo 2026 Equity Incentive Plan (as
may be amended and restated from time to time, the “ 2026 Plan ”) or any successor equity incentive plan thereto (1) that is subject solely to a time-based vesting condition will accelerate and vest in full on the
Executive’s termination of employment and (2) that is subject to subsequent performance-based vesting conditions shall remain outstanding and continue to be eligible to vest in accordance with the performance metrics set forth in the
applicable award agreement (the “ Equity Acceleration ”).
Collectively, Sections 7(a)(i) through 7(a)(iv)
hereof shall be hereafter referred to as the “ Accrued Benefits .”
(b) DISABILITY . In the event
that the Executive’s employment and/or the Employment Term ends on account of the Executive’s Disability, the Company shall pay or provide the Executive with the Accrued Benefits, the Pro Rata Bonus, the Prior Year Bonus and the COBRA
Reimbursement and, provided that the Executive shall have executed and delivered to the Company a general release pursuant to Section 8 and any period for rescission of such general release shall have expired without the Executive having
rescinded such general release, the Equity Acceleration.
(c) TERMINATION FOR CAUSE OR WITHOUT GOOD REASON OR AS A
RESULT OF A NON -EXTENSION OF THIS AGREEMENT BY THE EXECUTIVE OR AS A RESULT OF A NON -EXTENSION OF THIS AGREEMENT BY THE COMPANY AND WAIVER OF SECTION 9(b)
BY THE COMPANY . If the Executive’s employment is terminated (I) by the Company for Cause, (II) by the Executive without Good Reason, (III) as a result of the Executive’s
non-extension of the Employment Term as provided in Section 2 hereof, or (IV) as a result of the Company’s non-extension of the
Employment Term as provided in Section 2 hereof and in the notice provided in accordance with Section 2 the Company states that it is waiving enforcement of, and the Executive shall have no
obligation under, Section 9(b) hereof, the Company shall pay to the Executive the Accrued Benefits. In addition to the Accrued Benefits, in the event of a termination as a result of Company’s non-extension of the Employment Term pursuant to Section 7(c)(IV), the Executive shall be entitled to be paid a Pro Rata Bonus, the Prior Year Bonus, and the COBRA Reimbursement, as well as the Equity
Acceleration.
(d) TERMINATION WITHOUT CAUSE OR FOR GOOD REASON OR AS A RESULT OF A NON -EXTENSION OF THIS AGREEMENT BY THE COMPANY WITH NO WAIVER OF SECTION 9(b) . If the Executive’s employment by the Company is terminated (I) by the Company other than for Cause, (II) by the
Executive for Good Reason, or (III) as a result of the Company’s non-extension of the Employment Term as provided in Section 2 hereof and the Company does not state in the
notice provided in accordance with Section 2 that
6
it is waiving enforcement of, and the Executive shall have no obligation under, Section 9(b) hereof, subject to the provisions of Section 24
hereof, the Company shall pay to the Executive:
(i) the Accrued Benefits;
(ii) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, the Pro Rata
Bonus;
(iii) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof,
an amount equal to the product of (A) the Severance Multiple and (B) the sum of (I) the Executive’s Base Salary and (II) the average Annual Bonus earned with respect to each of the last three consecutive completed calendar
years immediately preceding the date of termination (or during such shorter actual time of employment, as applicable, with such amount payable (or, to the extent applicable, deliverable) in a single lump sum within ten (10) business days
following the Release Effective Date (as defined in Section 8 hereof); provided that each payment made pursuant to this Section is intended to qualify as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) or as a separation pay plan payment within the meaning of Treasury Regulation Section 1.409A-1(b)(9), and shall be interpreted and
administered accordingly; provided, further, that to the extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (as defined in Section 24
hereof), any such payment scheduled to occur during the first sixty (60) days following the termination of employment shall not be paid until the first regularly scheduled pay period following the sixtieth (60 th ) day following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto;
(iv) the Prior Year Bonus;
(v) the COBRA Reimbursement; and
(vi) with respect to any unvested equity award granted under the 2026 Plan or any successor equity incentive plan thereto
(1) that is subject solely to a time-based vesting condition, a prorated portion of such award that would have become vested as of the next vesting date immediately following the date of Executive’s termination of employment shall become
vested upon such date of termination, calculated based on multiplying the number of shares which would have become vested as of such next vesting date pursuant to such award by a fraction, the numerator of which is (x) the number of completed
months for which Executive was employed during the period beginning on the prior vesting date (or grant date if no vesting date has occurred) and ending on the date of termination, and the denominator of which is (y) the number of months in the
applicable vesting period, and (2) that is subject to subsequent performance-based vesting conditions shall remain outstanding and eligible to vest based on actual performance achievement in accordance with the performance metrics set forth in
the applicable award agreement; provided that the number of shares subject to such award that vest and are paid/settled on such date(s) shall be pro-rated by a fraction, the numerator of which is the number of
days elapsed from the beginning of the performance period applicable to such award through and including the date of Executive’s termination of employment and the denominator of which is the total number of days comprising the full performance
period applicable to such award.
7
Payments and benefits provided in this Section 7(d) shall be in
lieu of any termination or severance payments or benefits for which the Executive may be eligible under any of the plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state
statute or regulation.
For the purposes of this Agreement, the “ Severance Multiple ” shall mean two (2).
(e) TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL . Notwithstanding the foregoing, if the Executive’s
employment is terminated pursuant to Section 7(d) on or within twenty-four (24) months following a Change in Control (as defined in the 2026 Plan) , and provided that the Executive shall have executed and delivered to the Company a
general release pursuant to Section 8 and any period for rescission of such general release shall have expired without the Executive having rescinded such general release, in addition to the payments or benefits pursuant to Section 7(d),
any unvested equity award (i) that is subject solely to a time-based vesting condition will accelerate and vest in full and (ii) that is subject to subsequent performance-based vesting conditions shall vest and be settled at the greater of
target and actual performance, each as of the Executive’s termination of employment.
(f) OTHER OBLIGATIONS .
Upon any termination of the Executive’s employment with the Company, the Executive shall be deemed to have resigned from any position as an officer, director or fiduciary of any Company-related entity,
and shall execute any documentation as requested by the Company to effectuate the foregoing.
(g) EXCLUSIVE REMEDY .
The amounts payable to the Executive following termination of employment and the Employment Term hereunder pursuant to Sections 6 and 7 hereof shall be in full and complete satisfaction of the Executive’s rights under this
Agreement and any other claims that the Executive may have in respect of the Executive’s employment with the Company or any of its Affiliates, and the Executive acknowledges that such amounts are fair and reasonable, and are the
Executive’s sole and exclusive remedy, in lieu of all other remedies at law or in equity, with respect to the termination of the Executive’s employment hereunder or any breach of this Agreement. Notwithstanding the foregoing, any equity
awards subject to performance-based vesting conditions shall continue to be treated in accordance with the terms of the applicable grant agreements, to the extent applicable.
8. RELEASE; NO MITIGATION; NO SET -OFF . Any and all amounts
payable and benefits or additional rights provided pursuant to this Agreement beyond the Accrued Benefits and any Prior Year Bonus shall only be payable if the Executive (or, if applicable, Executive’s estate or beneficiary) delivers to the
Company and does not revoke a general release of claims in favor of the Company in substantially the form attached on Exhibit A hereto. Such release shall be executed and delivered (and no longer subject to revocation, if applicable) within
sixty (60) days following termination (the “ Release Effective Date ”). In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive
under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned by the Executive as a result of employment by a subsequent employer, except as provided in
Section 7(a)(vii) hereof. The Company’s obligations to pay the Executive amounts hereunder shall not be subject
8
to set-off, counterclaim or recoupment of amounts owed by the Executive to the Company or any of its Affiliates.
9. RESTRICTIVE COVENANTS .
(a) CONFIDENTIALITY . During the course of the Executive’s employment with the Company, the Executive will have
access to Confidential Information. For purposes of this Agreement, “ Confidential Information ” means all data, information, ideas, concepts, discoveries, trade secrets, inventions (whether or not patentable or reduced to
practice), innovations, improvements, know-how, developments, techniques, methods, processes, treatments, drawings, sketches, specifications, designs, plans, patterns, models and strategies, and all other
confidential or proprietary information or trade secrets in any form or medium (whether merely remembered or embodied in a tangible or intangible form or medium) whether now or hereafter existing, relating to or arising from the past, current or
potential business, activities and/or operations of the Company or any of its Affiliates, including, without limitation, any such information relating to or concerning finances, sales, marketing, advertising, transition, promotions, pricing,
personnel, customers, suppliers, vendors, partners and/or competitors. The Executive agrees that, except as provided in Section 11 hereof, the Executive shall not, directly or indirectly, use, make available, sell, disclose
or otherwise communicate to any person, other than in the course of the Executive’s assigned duties and for the benefit of the Company and its subsidiaries and Affiliates, either during the period of the Executive’s employment or at any
time thereafter, any Confidential Information or other confidential or proprietary information received from third parties subject to a duty on the Company’s and its subsidiaries’ and Affiliates’ part to maintain the
confidentiality of such information, and to use such information only for certain limited purposes, in each case, which shall have been obtained by the Executive during the Executive’s employment by the Company (or any predecessor). The
foregoing shall not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the
Executive or, to the knowledge of the Executive, any third party; (iii) is independently developed by Executive, or comes into possession of the Executive, other than in connection with his employment hereunder; or (iv) the Executive is
required to disclose by applicable law or regulation, or a valid order or subpoena or request issued by a court of competent jurisdiction or an authorized governmental or regulatory agency, provided that the Executive, unless such notice is
prohibited, provides the Company with prior notice of the contemplated disclosure promptly upon learning of such requirement, and reasonably in advance of such disclosure, (A) discloses only that portion of the Confidential Information that is
legally required to be disclosed, (B) uses reasonable efforts to ensure that such disclosure is afforded confidential treatment, and (C) cooperates with the Company at the Company’s expense in seeking a protective order or other
appropriate protection of such information. For purposes of this Agreement, “ Affiliate ” means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with
such entity, whether existing on the date hereof or hereafter acquired or formed; provided, however, that no portfolio company or investment of any direct or indirect equityholder of the Company shall be deemed an Affiliate of the Company solely by
virtue of sharing a common investor. For purposes of this definition, “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to
direct or cause the direction of management or policies, whether through ownership of voting securities, by contract or otherwise.
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(b) NONCOMPETITION . The Executive acknowledges that (i) the
Executive performs services of a unique nature for the Company that are irreplaceable, and that the Executive’s performance of such services to a competing business would result in irreparable harm to the Company, (ii) the Executive has
had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its Affiliates, (iii) in the course of the Executive’s employment
by a competitor, the Executive would inevitably use or disclose Confidential Information, (iv) the Company and its Affiliates have substantial relationships with their customers and the Executive has had and will continue to have access to
these customers, (v) the Executive has received and will receive specialized training from the Company and its Affiliates, (vi) the Executive has generated and will continue to generate goodwill for the Company and its Affiliates in the
course of the Executive’s employment, and (vii) the restrictive covenants set forth herein are supported by adequate consideration, including the Company’s agreement to provide the compensation, benefits, and severance payments set
forth in this Agreement. Accordingly, during the Employment Term and the Restricted Period (as defined below), the Executive agrees that the Executive will not engage in any Competitive Activities (as defined below), except to the extent permissible
pursuant to Section 26 or a Permitted Activity, in any basin or location in which the Company or any of its subsidiaries operates and owns any Hydrocarbon Interests (as defined below). Notwithstanding the foregoing, nothing
herein shall prohibit the Executive from being a passive owner of not more than one percent (1%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or
Affiliates, so long as the Executive has no active participation in the business of such corporation, or owning a passive investment in any mutual, private equity or hedge fund or similar pooled investment vehicle. For the purposes of this
Agreement, (A) “ Competitive Activities ” shall mean owning any interest in, participating in (whether as a director, officer, employee, member, or partner), consulting with, rendering services for (including as an employee or
independent contractor), or in any manner engaging in any business or enterprise involving or related to the acquisition, ownership, or operation of Hydrocarbon Interests, in each case, except to the extent permissible pursuant to
Section 26 ; (B) “ Hydrocarbon Interests ” shall mean mineral and royalty assets and interests; and (C) “ Restricted Period ” means the period beginning on the Executive’s last day of
employment with the Company and ending (I) on the second anniversary thereof, if such termination of employment occurs prior to the expiration of the Initial Term and (II) on the first anniversary thereof, if such termination occurs upon
or after the expiration of the Initial Term.
(c) NONSOLICITATION; NONINTERFERENCE .
(i) During the Employment Term and the Restricted Period, the Executive agrees that the Executive shall not, except in the
furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any customer of the Company or any of its subsidiaries or
Affiliates to cease or reduce doing business with the Company or any of its subsidiaries or Affiliates, or to purchase goods or services then sold by the Company or any of its subsidiaries or Affiliates from another person, firm, corporation or
other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or interfere in any way with the business relationship between any customer of the Company and the Company or any of its subsidiaries or
Affiliates.
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(ii) During the Employment Term and the Restricted Period, the Executive
agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any
employee, representative or agent of the Company or any of its subsidiaries or Affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity
unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee,
representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or Affiliates and any of their respective vendors, joint venturers or
licensors. An employee, representative or agent shall be deemed covered by this Section 9(c)(ii) while so employed or retained and for a period of six (6) months thereafter. Notwithstanding the foregoing, a general
solicitation that is not targeted at employees, representatives, or agents of the Company shall not constitute a breach of this Section 9(c)(ii) .
(d) NONDISPARAGEMENT . Except as provided in Section 11 hereof, the Executive agrees not to
make negative comments or otherwise disparage the Company or its officers, directors, employees, or products other than to the extent necessary in the good faith performance of the Executive’s duties to the Company while the Executive is
employed by the Company.
(e) INVENTIONS .
(i) The Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products,
developments, software, know-how, processes, techniques, works of authorship and other work product, whether patentable or unpatentable, (A) that are reduced to practice, created, invented, designed,
developed, contributed to and/or within the scope of the Executive’s work with the Company or that relate to the business, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived
by the Executive, solely or jointly with others, during the Employment Term and that are not made or conceived by the Executive, solely or jointly with others, in performance of any Permitted Activities or in connection with businesses acquired or
invested in connection with Section 26 hereof, or (B) suggested by any work that the Executive performs in connection with the Company while performing the Executive’s duties with the Company shall belong
exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon (the “ Inventions ”). The Executive will keep full and complete written records (the
“ Records ”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and
the Executive will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Executive irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property
rights that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Executive’s name or in the name of the Company (or its designee), applications for patents and
equivalent rights (the “ Applications ”). The Executive will, at any time during and subsequent to the Employment Term, make such applications, sign
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such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company’s
rights in the Inventions, all without additional compensation to the Executive from the Company but at the Company’s sole expense. The Executive will also execute assignments to the Company (or its designee) of the Applications, and give the
Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for the Company’s benefit, all without additional compensation to the Executive from the Company.
(ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United
States, on behalf of the Company and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without
any further obligations to the Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys,
transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Executive’s right, title and
interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including, without limitation, the unrestricted right
to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the
Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-called
“moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results and proceeds of the Executive’s service to the Company that cannot be assigned in the manner described herein, the
Executive agrees to unconditionally waive the enforcement of such rights. The Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual
property that may issue thereon including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue of the Executive being an employee of or other service provider to the Company.
(f) RETURN OF COMPANY PROPERTY . Promptly following the Executive’s termination of employment with the Company for
any reason (or at any time prior thereto at the Company’s request), the Executive shall return all property belonging to the Company or its Affiliates (including, but not limited to, any Company-provided
laptops, computers, cell phones, wireless electronic mail devices or other equipment, or documents and property belonging to the Company). The Executive may retain the Executive’s Outlook contacts and calendar (or similar items) provided that
such items only include contact and calendar information.
(g) REASONABLENESS OF COVENANTS . In signing this
Agreement, the Executive gives the Company assurance that the Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 9 hereof. The
Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its Affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect to subject
matter, length of time and
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geographic area, and that these restraints, individually or in the aggregate, will not prevent the Executive from obtaining other suitable employment during the period in which the Executive is
bound by the restraints. The Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that the Executive is subject to the constraints in Section 9(a)
hereof, the Executive will provide a copy of Section 9 of this Agreement to such entity. The Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its
Affiliates and that the Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Executive further covenants that the Executive will not challenge the reasonableness or enforceability of any of the
covenants set forth in this Section 9 , and that the Executive will reimburse the Company and its Affiliates for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of
the provisions of this Section 9 if either the Company and/or its Affiliates prevails on any material issue involved in such dispute or if the Executive challenges the reasonableness or enforceability of any of the
provisions of this Section 9 . It is also agreed that each of the Company’s Affiliates will have the right to enforce all of the Executive’s obligations to that Affiliate under this Agreement, including without
limitation pursuant to this Section 9 .
(h) REFORMATION . If it is determined by a court
of competent jurisdiction in any state that any restriction in this Section 9 is excessive in duration or scope or is unreasonable or unenforceable under applicable law, it is the intention of the parties that such
restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the laws of that state.
(i) TOLLING . In the event of any violation of the provisions of this Section 9 , the Executive
acknowledges and agrees that the post-termination restrictions contained in this Section 9 shall be extended by a period of time equal to the period of such violation, it being the
intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled during any period of such violation.
(j) SURVIVAL OF PROVISIONS . The obligations contained in Sections 9 and 10 hereof shall survive the
termination or expiration of the Employment Term and the Executive’s employment with the Company and shall be fully enforceable thereafter.
(k) RESTRICTIONS ON RESALE . In addition to any restrictions on transfer set forth in the Amended and Restated Agreement
of Limited Partnership of OpCo (the “ Operating Agreement ”), without the prior written consent of a majority of independent directors of PubCo, the Executive shall not offer, sell, contract to sell or otherwise transfer or dispose
of any of the Common Units (as defined in the Operating Agreement) or shares of Class A Common Stock (as defined in the Operating Agreement) received in exchange therefor, or securities convertible or exchangeable or exercisable for any of the
Common Units or shares of Class A Common Stock, or enter into any swap, hedge, or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Units or shares of Class A Common Stock
for a period of twelve (12) months commencing on the date of consummation of PubCo’s initial public offering of shares of Class A Common Stock (the “ IPO Date ”) (such period, the “ Lockup Period ”);
provided , however , that nothing in this paragraph shall prohibit the Executive from (i) distributing Common Units to the Executive’s Relatives (as defined in the Operating Agreement)
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received as consideration in connection with this Agreement or any other arrangement, provided such Relatives agree in writing to the restrictions of this Section 9(k) ,
or (ii) pledging such Common Units or shares of Class A Common Stock, provided such pledgee agrees in writing to the restrictions of this Section 9(k) . The foregoing restrictions shall not apply to transfers by
the Executive to the Executive’s Affiliates, successors or any trust, family partnership or family limited liability company established for the benefit of the Executive or the Executive’s Relatives, so long as such transferee agrees in
writing to be bound by the terms of this Section 9(k) . Notwithstanding the foregoing or any other provision in this Agreement to the contrary, (i) the provisions of this Section 9(k) shall
cease to be in effect upon the closing of a General Partner Change of Control (as defined in the Operating Agreement), and (ii) following the Lockup Period, in the event the Executive shall die while holding Common Units or shares of
Class A Common Stock, such Common Units or shares of Class A Common Stock shall be immediately and freely transferable, subject to applicable Law.
10. COOPERATION . Upon the receipt of reasonable notice from the Company or its outside counsel, the Executive
agrees that while employed by the Company and thereafter, the Executive will respond and provide information with regard to matters in which the Executive has knowledge as a result of the Executive’s employment with the Company, and will
provide reasonable assistance to the Company, its Affiliates and their respective representatives in defense of any claims that may be made against the Company or its Affiliates (other than any claims asserted by the Executive), and will assist the
Company and its Affiliates in the prosecution of any claims that may be made by the Company or its Affiliates (other than any claims that may be asserted against the Executive), to the extent that such claims may relate to the period of the
Executive’s employment with the Company (collectively, the “ Claims ”). The Executive agrees to promptly inform the Company if the Executive becomes aware of any lawsuits involving Claims that may be filed or threatened
against the Company or its Affiliates. The Executive also agrees to promptly inform the Company (to the extent that the Executive is legally permitted to do so) if the Executive is asked to assist in any investigation of the Company or its
Affiliates (or their actions) or another party attempts to obtain information or documents from the Executive (other than in connection with any litigation or other proceeding in which the Executive is a party-in-opposition) and the Executive shall not provide such information or documents except with the prior written consent of the Company or its counsel or as required by applicable law, regulation or legal
process. If the Executive is required by law, regulation, or legal process to provide information or testimony, the Executive shall, unless prohibited by law, provide prompt written notice to the Company so that the Company may seek a protective
order or other appropriate remedy. Upon presentation of appropriate documentation, the Company shall pay or reimburse the Executive for all reasonable out-of-pocket
travel, duplicating or telephonic expenses and all reasonable legal expenses incurred by the Executive in complying with this Section 10 . To the extent such cooperation occurs subsequent to the termination of the
Executive’s employment (and, if the Executive received payment pursuant to Section 7(d)(iii) , hereof, subsequent to the expiration of a number of years thereafter equal to the Severance Multiple), the Company shall
compensate the Executive for such cooperation at a daily rate equal to (i) the sum of the Executive’s final Base Salary divided by (ii) 365.
11. PROTECTED ACTIVITY . Notwithstanding anything to the contrary contained herein, no provision of this
Agreement shall be interpreted so as to impede the Executive from (i) reporting possible violations of federal, state or local law or regulation (including, without
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limitation, laws relating to fraud, securities, harassment, discrimination, or retaliation) to, or discussing any possible violations with, any governmental agency or entity or self-regulatory organization, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, any agency Inspector General, and FINRA, or making other disclosures under
the whistleblower provisions of federal law or regulation, without the prior authorization of the Company to make any such reports or disclosures and the Executive shall not be required to notify the Company that such reports or disclosures have
been made; (ii) making truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings),
(iii) any disclosure or communication made by the Executive in connection with any report or complaint to a federal, state or local governmental or law enforcement agency or body (including, but not limited to, the Securities and Exchange
Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the Department of Justice), (iv) any disclosure or communication protected under whistleblower provisions of applicable federal, state or
local law, or (v) any other disclosure or communication that is required by law. 18 U.S.C. § 1833(b) provides: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the
disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a
suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or
create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, the parties to this Agreement have the right to disclose in confidence trade secrets to federal, state, and local government
officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is
made under seal and protected from public disclosure.
12. EQUITABLE RELIEF AND OTHER REMEDIES . The
Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Section 9 or Section 10 hereof would be inadequate and, in
recognition of this fact, the Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond or other security, shall be entitled to obtain equitable relief in the
form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available, without the necessity of showing actual monetary damages. In the event of a violation by the
Executive of Section 9 or Section 10 hereof, any severance being paid to the Executive pursuant to this Agreement or otherwise shall immediately cease, and any severance previously paid to the
Executive shall be immediately repaid to the Company.
13. NO ASSIGNMENTS . This Agreement is personal to
each of the parties hereto. Except as provided in this Section 13 hereof, no party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other party hereto. The
Company may assign this Agreement to any successor to all or substantially all of the business and/or assets of the Company, provided that the Company shall require such successor to expressly assume and agree to perform this Agreement in the
same manner and to the same
15
extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “ Company ” shall mean the Company and any successor to
its business and/or assets, which assumes and agrees to perform the duties and obligations of the Company under this Agreement by operation of law or otherwise.
14. NOTICE . For purposes of this Agreement, notices and all other communications provided for in this Agreement
shall be in writing and shall be deemed to have been duly given (a) on the date of delivery, if delivered by hand, (b) on the date of transmission, if delivered by confirmed facsimile or electronic mail, (c) on the first business day
following the date of deposit, if delivered by guaranteed overnight delivery service, or (d) on the fourth business day following the date delivered or mailed by United States registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:
If to the Executive:
At the address (or to the e-mail address or facsimile number) shown in the books and
records of the Company.
If to the Company:
2000 Market Street, Suite 910
Philadelphia, PA 19103
Attention: General Counsel
or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of
address shall be effective only upon receipt.
15. SECTION HEADINGS; INCONSISTENCY . The section headings
used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement. In the event of any inconsistency between the terms of this Agreement and any form, award, plan or
policy of the Company, the terms of this Agreement shall govern and control.
16. SEVERABILITY . The
provisions of this Agreement shall be deemed severable. The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such
jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by
applicable law.
17. COUNTERPARTS . This Agreement may be executed in several counterparts, each of which
shall be deemed to be an original but all of which together will constitute one and the same instrument.
18.
ARBITRATION . Any dispute or controversy arising under or in connection with this Agreement or the Executive’s employment with the Company shall be settled exclusively by confidential arbitration, conducted before a single arbitrator (as
an individual, and not a class or
16
collection action) in New York, New York in accordance with the American Arbitration Association Employment Arbitration Rules and Mediation Procedures (the “ Rules ”) then in
effect; provided, however, that the following claims are excluded from mandatory arbitration: (i) claims for injunctive or equitable relief under Section 12 hereof; (ii) claims of sexual assault, sexual harassment, or whistleblower
retaliation under the Sarbanes-Oxley Act or the Dodd-Frank Act; and (iii) any other claim that cannot be subject to mandatory arbitration as a matter of law. A copy of the current version of the Rules is available at:
https://www.adr.org/media/0vrpbnm0/2025_employment_arbitration_rules.pdf. To the fullest extent of the law, the arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, formation, or
enforceability of this Agreement, including but not limited to the arbitrability of any dispute between the parties. The decision of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s
award in any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration, (a) the arbitration costs shall be borne entirely by the Company, (b) each party shall pay all of its own costs and
expenses, except as otherwise required by applicable law, including, without limitation, its own legal fees and expenses, provided that the Company will reimburse the Executive for all costs (including reasonable attorneys’ fees) incurred in a
dispute if the Executive prevails on any material issue involved in such dispute, and (c) the arbitrator shall have no power to award punitive damages to either party, except where an applicable statute allows for punitive damages. The parties
further agree that this arbitration provision is intended to be mutually binding and enforceable to the fullest extent permitted by applicable law.
19. INDEMNIFICATION . The Company hereby agrees to indemnify the Executive and hold the Executive harmless to the
greatest extent permitted by law or provided under the By-Laws of the Company against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including
reasonable attorneys’ fees), losses, and damages resulting from the Executive’s good faith performance of the Executive’s duties and obligations with the Company, and shall provide advancement of expenses to the greatest extent
permitted under applicable law. This obligation shall survive the termination of the Executive’s employment with the Company.
20. LIABILITY INSURANCE . The Company shall purchase and maintain, at its own expense, directors’ and
officers’ liability insurance and cover the Executive under such directors’ and officers’ liability insurance both during and, while potential liability exists, after the term of this Agreement which shall not be less favorable
than the coverage provided to other senior executive officers and directors of the Company.
21. GOVERNING LAW;
WAIVER OF JURY TRIAL . This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania (without
regard to its choice of law provisions). As a specifically bargained for inducement for each of the parties hereto to enter into this Agreement (after having the opportunity to consult with counsel), each party hereto expressly waives the right
to trial by jury in any lawsuit or proceeding relating to or arising in any way from this Agreement or the matters contemplated hereby.
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22. MISCELLANEOUS . No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer or director as may be designated by the Board. No waiver by either party hereto at any time of any
breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time. This Agreement together with all exhibits hereto sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes any and all prior agreements or understandings between the
Executive and the Company with respect to the subject matter hereof. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth
in this Agreement.
23. REPRESENTATIONS . The Executive represents and warrants to the Company that
(a) the Executive has the legal right to enter into this Agreement and to perform all of the obligations on the Executive’s part to be performed hereunder in accordance with its terms, and (b) the Executive is not a party to any
agreement or understanding, written or oral, and is not subject to any restriction, which, in either case, could prevent the Executive from entering into this Agreement or impair in any way the performance of the Executive’s duties and
obligations hereunder. In addition, the Executive acknowledges that the Executive is aware of Section 304 (Forfeiture of Certain Bonuses and Profits) of the Sarbanes-Oxley Act of 2002 and the right of the
Company to be reimbursed for certain payments to the Executive in compliance therewith.
24. TAX MATTERS .
(a) WITHHOLDING . The Company may withhold from any and all amounts payable under this Agreement or otherwise such
federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.
(b)
DELIVERY OF SHARES ON NET BASIS . In the event the Executive is to be issued shares of Class A common stock in accordance with any equity awards granted pursuant to this Agreement and the Executive is not able to sell a sufficient number
of shares of Class A common stock to satisfy the Executive’s applicable tax withholding obligations through a broker-assisted sale or other
“sell-to-cover” mechanism, the Company shall, upon the Executive’s election, retain a sufficient number of such shares to satisfy the Executive’s
tax withholding obligations and deliver the remaining shares on a net share settlement basis.
(c) SECTION 409A
COMPLIANCE .
(i) The intent of the parties is that payments and benefits under this Agreement be exempt from or
otherwise comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “ Code Section 409A ”), and any ambiguity shall be interpreted in accordance with
the foregoing to the maximum extent permitted. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible,
maintain the original intent and economic benefit to the Executive and the Company of the applicable provision without violating the provisions of Code Section 409A. In
18
no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with
Code Section 409A.
(ii) A termination of employment shall not be deemed to have occurred for purposes of any
provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and,
for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this
Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is
considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the
six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code
Section 409A to avoid imposition of any additional taxes or interest. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 24(c)(ii) (whether they would have
otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in
accordance with the normal payment dates specified for them herein. Any payments subject to Code Section 409A that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar
year in which the payment event (such as termination of employment) occurs shall not commence payment prior to the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to avoid additional
taxes, penalties or interest under Code Section 409A.
(iii) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or
prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right to reimbursement or in-kind benefits shall not be subject to
liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses
eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.
(iv) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this
Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified
period shall be within the sole discretion of the Company.
(v) Notwithstanding any other provision of this Agreement to
the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred
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compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.
(d) EXCESS PARACHUTE PAYMENTS; LIMITATIONS ON PAYMENTS.
(i) Notwithstanding any other provision of this Agreement, if any payment or benefit received or to be received by the
Executive (including any payment or benefit received in connection with a termination of the Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits,
including the payments and benefits under Section 7 , being hereinafter referred to as the “ Total Payments ”) would, but for this Section 24(d) , be subject (in whole or part), to
the excise tax imposed under Section 4999 of the Code (the “ Excise Tax ”), then, the Total Payments shall be reduced (but not below zero), to the extent necessary so that no portion of the Total Payments is subject to the
Excise Tax but only if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of
itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and
local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions
attributable to such unreduced Total Payments). If the Total Payments are so reduced, the Company shall reduce or eliminate the Total Payments (A) by first reducing or eliminating the portion of the Total Payments which are not payable in cash
(other than that portion of the Total Payments subject to clause (C)), (B) then by reducing or eliminating cash payments (other than that portion of the Total Payments subject to clause (C)) and (C) then by reducing or eliminating the portion
of the Total Payments (whether payable in cash or not payable in cash) to which Treasury Regulation § 1.280G-1 Q/A 24(c) (or successor thereto) applies, in each case in reverse order beginning with
payments or benefits which are to be paid the farthest in time.
(ii) For purposes of determining whether and the extent
to which the Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment”
within the meaning of Section 280G(b) of the Code shall be taken into account; (ii) no portion of the Total Payments shall be taken into account which, in the written opinion of an independent, nationally recognized accounting firm (the
“ Independent Advisors ”) selected by the Company, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and,
in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of Independent Advisors, constitutes reasonable compensation for services actually rendered, within the meaning of
Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation; and (iii) the value of any
non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Independent Advisors in accordance with the principles of Sections 280G(d)(3) and (4) of the
Code.
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(iii) Any determination required under this
Section 24(d) , including whether any payments or benefits are parachute payments, shall be made at the Company’s expense by an independent public accounting firm that is mutually agreed by the Company and the
Executive (the “ Accounting Firm ”), based upon reasonable, good faith assumptions and interpretations of Section 280G of the Code. The Executive and the Company shall provide the Accounting Firm with such information and
documents as the Accounting Firm may reasonably request in order to make a determination under this Section 24(d) .
25. SARBANES-OXLEY ACT OF 2002 . Notwithstanding anything herein to the contrary, if the Company determines, in
its good faith judgment, that any transfer or deemed transfer of funds hereunder is likely to be construed as a personal loan prohibited by Section 13(k) of the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder (the “ Exchange Act ”), then such transfer or deemed transfer shall not be made to the extent necessary or appropriate so as not to violate the Exchange Act and the rules and regulations promulgated
thereunder.
26. CORPORATE OPPORTUNITIES. During the Employment Term, the Executive shall submit to the
Board (or an authorized subcommittee thereof) in writing all business, commercial and investment opportunities or offers presented to the Executive which reasonably relate to, and are within the scope of, the business of the Company and its
Affiliates (“ Business Opportunities ”) before pursuing any such Business Opportunities for his own personal benefit. If the Board (or authorized subcommittee thereof) either formally declines the opportunity (or pursuit thereof) or
fails to authorize the Company’s pursuit of such opportunity within 45 days of the Executive submitting to the Board (or an authorized subcommittee thereof) (the “ Declined Opportunities ”), the Executive shall be permitted to
pursue, invest in, acquire, or otherwise participate in, such Declined Opportunity; so long as such Business Opportunities do not interfere in any material respect with Executive’s performance of his duties hereunder or violate
Executive’s obligations under Section 9 of this Agreement. Any Business Opportunity that the Company exercises its right to pursue and then later renounces or elects to discontinue pursuit, shall, at such time, be
considered a Business Opportunity eligible for submission to the Board by Executive. In addition, the Executive shall be permitted to pursue, invest in, acquire, or otherwise participate in business, investment, and commercial opportunities that are
not related to the current or reasonably anticipated business activities of the Company and its Affiliates (“ Outside Opportunity ”), provided that such Outside Opportunity does not constitute a breach of Executive’s
obligations under Section 9 and so long as Executive’s involvement in such Outside Opportunities, together with the Executive’s involvement in any Business Opportunities, does not interfere with the
Executive’s performance of his duties hereunder in any material respect. The Company acknowledges and agrees that the Executive’s pursuit, involvement and/or direct or indirect investment or other participation in such Declined
Opportunities and Outside Opportunities shall not be a breach of this Agreement (including, without limitation, the restrictive covenants set forth herein, subject to the requirements of this Section 26 ); provided, that,
notwithstanding anything to the contrary in this Section 26 or otherwise, in the event the Board reasonably determines in good faith that any such Declined Opportunities or Outside Opportunities constitute a breach of
Executive’s fiduciary duties to PubCo and the Company or otherwise would result in material harm to PubCo, the Company or their respective subsidiaries, Executive shall not be permitted to pursue, invest in, acquire, or otherwise participate
in such Declined Opportunities or Outside Opportunities. For the avoidance
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of doubt, nothing in Section 26 shall modify or constitute a waiver of the Executive’s fiduciary duties to PubCo, the Company, or their respective subsidiaries.
27. CLAWBACK . Notwithstanding any other provisions in this Agreement, any payments made pursuant to this
Agreement shall be subject to recovery or clawback by the Company under any applicable clawback policy adopted by the Company in accordance with the Securities and Exchange Commission regulations or other applicable law, and the Executive agrees to
execute appropriate acknowledgements or other documentation as may be required pursuant to such policies from time to time.
[REMAINDER OF
PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF , the parties hereto have executed this Agreement
as of the date first written above.
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COMPANY |
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By:
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Name:
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Title:
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EXECUTIVE |
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EXHIBIT A
GENERAL RELEASE
I, [___________], in consideration of and subject to the performance by WhiteHawk Minerals Corp., a Delaware incorporated
company (“ PubCo ”), WhiteHawk Income Operating Partnership L.P., a Delaware limited partnership (“ OpCo ” and together with PubCo and any subsidiaries or Affiliates as may employ Executive from time to time, the
“ Company ”), of its obligations under the Employment Agreement dated as of [ ], 2026 (the “Agreement”) do hereby release and forever discharge as of the date hereof the Company and its respective Affiliates and
all present, former and future managers, directors, officers, employees, agents, successors and assigns of the Company and its Affiliates and direct or indirect owners (collectively, the “ Released Parties ”) to the extent provided
below (this “ General Release ”). The Released Parties are intended to be third-party beneficiaries of this General Release, and this General Release may be enforced by each of them in
accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder. Terms used herein but not otherwise defined shall have the meanings given to them in the Agreement.
1. |
My employment or service with the Company and its Affiliates terminated as of [ ], 20[ ], and
I hereby resign from any position as an officer, member of the board of managers or directors (as applicable) or fiduciary of the Company or its Affiliates (or reaffirm any such resignation that may have already occurred). I understand certain
payments to me under Section 7 of the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will
not receive certain of the payments and benefits specified in Section 7 of the Agreement unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter. I understand
and agree that such payments and benefits are subject to Sections 9 and 10 of the Agreement, which (as noted below) expressly survive my termination of employment and the execution of this General Release. Such payments and benefits
will not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or its Affiliates.
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Except as provided in paragraphs 4 and 5 below and except for the provisions of the Agreement which
expressly survive the termination of my employment with the Company, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all
claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary
damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date that this General Release becomes effective and enforceable) and whether known
or unknown, suspected, or claimed against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, may have against the Company or any of the Released Parties that arise out of or are
connected with my employment with, or my separation or termination from, the Company (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil
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Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act
of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order
Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy,
contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or
other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “ Claims ”).
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I represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or
other matter covered by paragraph 2 above.
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I agree that this General Release does not waive or release any rights or claims that I may have under the
Age Discrimination in Employment Act of 1967 which arise after the date I execute this General Release. I acknowledge and agree that my separation from employment with the Company in compliance with the terms of the Agreement shall not serve as the
basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967).
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I agree that I hereby waive all rights to sue or obtain equitable, remedial or punitive relief from any or
all Released Parties of any kind whatsoever in respect of any Claim, including, without limitation, reinstatement, back pay, front pay, and any form of injunctive relief. Notwithstanding the above, I further acknowledge that I am not waiving and am
not being required to waive any right that cannot be waived under law, including the right to file an administrative charge or participate in an administrative investigation or proceeding; provided , however , that I disclaim and waive
any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding. Additionally, I am not waiving any claims or rights (i) to the Accrued Benefits or any severance benefits to
which I am entitled under the Agreement, (ii) relating to directors’ and officers’ liability insurance coverage or any right of indemnification or advancement of expenses under the Company’s organizational documents, the
Agreement or otherwise, (iii) as an equity or security holder in the Company or its Affiliates, (iv) arising under Section 9(d) of the Agreement, or (v) with respect to vested benefits under any of the
Company’s benefit plans.
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In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and
every one of the Claims hereinabove mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and
unsuspected Claims (notwithstanding any state or local statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove
mentioned or implied. I
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acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I
further agree that in the event I should bring a Claim seeking damages against the Company, or in the event I should seek to recover against the Company in any Claim brought by a governmental agency on my behalf, this General Release shall serve as
a complete defense to such Claims to the maximum extent permitted by law. I further agree that I am not aware of any pending claim of the type described in paragraph 2 above as of the execution of this General Release.
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7. |
I agree that neither this General Release, nor the furnishing of the consideration for this General Release,
shall be deemed or construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct.
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I agree that if I violate this General Release by suing the Company or the other Released Parties, I will
pay all costs and expenses of defending against the suit incurred by the Released Parties, including reasonable attorneys’ fees.
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9. |
I agree that this General Release and the Agreement are confidential and agree not to disclose any
information regarding the terms of this General Release or the Agreement, except to my immediate family and any tax, legal or other counsel I have consulted regarding the meaning or effect hereof or as required by law, and I will instruct each of
the foregoing not to disclose the same to anyone.
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10. |
Any non-disclosure provision in this General Release does not
prohibit or restrict me (or my attorney) from discussing any issue with the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), any other self- regulatory
organization or any governmental entity.
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I hereby acknowledge that Sections 7 through 14 , 19 through 22 and
24 through 27 of the Agreement shall survive my execution of this General Release.
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I represent that I am not aware of any claim by me other than the claims that are released by this General
Release. I acknowledge that I may hereafter discover claims or facts in addition to or different than those which I now know or believe to exist with respect to the subject matter of the release set forth in paragraph 2 above and which, if known or
suspected at the time of entering into this General Release, may have materially affected this General Release and my decision to enter into it.
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Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish,
diminish, or in any way affect any rights or claims arising out of any breach by the Company or by any Released Party of the Agreement after the date hereof.
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Whenever possible, each provision of this General Release shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other provision or any other jurisdiction, but this General Release
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shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.
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BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:
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I HAVE READ IT CAREFULLY;
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I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO,
RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED;
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I VOLUNTARILY CONSENT TO EVERYTHING IN IT;
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I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL
READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;
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I HAVE HAD AT LEAST [21][45] DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE TO CONSIDER IT, AND THE
CHANGES MADE SINCE MY RECEIPT OF THIS RELEASE ARE NOT MATERIAL OR WERE MADE AT MY REQUEST AND WILL NOT RESTART THE REQUIRED [21][45]-DAY PERIOD;
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I UNDERSTAND THAT I HAVE SEVEN (7) DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS
RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;
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I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO
ADVISE ME WITH RESPECT TO IT; AND
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I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT
BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.
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SIGNED: |
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DATED: |
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A-5
### EX-10.21 - EX-10.21
EX-10.21
7
d86452dex1021.htm
EX-10.21
EX-10.21
Exhibit 10.21
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (this “ Agreement ”) dated as of [ ], 2026, between WhiteHawk
Minerals Corp., a Delaware incorporated company (“ PubCo ”), WhiteHawk Income Operating Partnership L.P., a Delaware limited partnership (“ OpCo ” and together with PubCo and any subsidiaries or affiliates as may
employ Executive from time to time, the “ Company ”), and Stephen Pilatzke (the “ Executive ”).
W
I T N E S S E T H
WHEREAS , the Company desires to
employ the Executive as Chief Accounting Officer of the Company; and
WHEREAS , the Company and the Executive desire
to enter into this Agreement as to the terms of the Executive’s employment with the Company.
NOW, THEREFORE ,
in consideration of the foregoing, of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. POSITION AND DUTIES .
(a) During the Employment Term (as defined in Section 2 hereof), the Executive shall serve as the
Chief Accounting Officer of the Company. In this capacity, the Executive shall have the duties, authorities and functions commensurate with the duties, authorities and functions of persons holding such title in
similarly-sized companies. The Executive’s principal place of employment with the Company shall be his residence in New York, New York where he shall be permitted to work remotely, provided that
the Executive understands and agrees that the Executive may be required to travel from time to time for business purposes. The Executive shall report directly to the Chief Financial Officer, Treasurer and Secretary of the Company.
(b) During the Employment Term, the Executive shall devote substantially all business time, energy, business judgment,
knowledge and skill and the Executive’s best efforts to the performance of the Executive’s duties with the Company, provided that the foregoing shall not prevent the Executive from (i) serving on the boards of directors of non-profit organizations and, with the prior written approval of the Board of Directors (the “Board”) of PubCo, other for-profit companies, (ii) participating
in charitable, civic, educational, professional, community or industry activities and (iii) managing the Executive’s personal investments (collectively, the “ Permitted Activities ”) so long as such activities in the
aggregate do not materially interfere with the Executive’s duties hereunder or create a business or fiduciary conflict.
2. EMPLOYMENT TERM . The Company agrees to employ the Executive pursuant to the terms of this Agreement, and the
Executive agrees to be so employed, for a term commencing as of the date hereof (the “ Effective Date ”) and ending on the third anniversary of the Effective Date (the “ Initial Term ”). On the third anniversary of
the Effective Date and each one-year anniversary of such date thereafter, the term of this Agreement shall be automatically extended for successive one-year periods,
provided , however , that either party hereto may elect not to extend this Agreement by giving written notice to the other party at least sixty (60) days
prior to any such anniversary date. Notwithstanding the foregoing, the Executive’s employment hereunder may be earlier terminated in accordance with Section 6
hereof, subject to Section 7 hereof. The period of time between the Effective Date and the termination of the Executive’s employment hereunder shall be referred to herein as the “ Employment Term .”
3. BASE SALARY . The Company agrees to pay the Executive a base salary at an annual rate of not less than
$350,000, payable in accordance with the regular payroll practices of the Company, but not less frequently than monthly. The Executive’s Base Salary shall be subject to annual review by the Board (or a committee thereof), and may be increased,
but not decreased (unless such decrease is part of a company-wide or management-wide reduction), from time to time by the Board. The base salary as determined herein and
as may be increased from time to time shall constitute “ Base Salary ” for purposes of this Agreement.
4. ANNUAL BONUS. For each fiscal year of the Company during the Employment Term the Executive shall be eligible
to receive an annual bonus (the “ Annual Bonus ”) with a target amount of no less than one hundred percent (100%) of the Executive’s Base Salary (the “ Target Annual Bonus ”), payable in a combination of cash
and/or equity awards, as determined by the Board (or authorized committee thereof) in its sole discretion. The value of any equity awards shall be calculated based on the grant date fair value of such awards. The Board (or such authorized committee)
shall determine in its sole discretion the amount, form(s) and mix, and such other terms and conditions (including vesting, exercise and settlement) applicable to any such equity award, taking into account the Executive’s and the
Company’s performance; provided, however, that the form(s), mix, terms and conditions shall be reasonably consistent in all material respects as those provided to other senior executives of the Company unless otherwise agreed to by the
Executive. Any Annual Bonus for a fiscal year of the Company shall be paid in the next succeeding fiscal year on or before March 15 of such fiscal year.
5. EMPLOYEE BENEFITS .
(a) BENEFIT PLANS . During the Employment Term, the Executive shall be eligible to participate in any employee benefit
plan that the Company has adopted or may adopt, maintain or contribute to for the benefit of its employees generally, subject to satisfying the applicable eligibility requirements, except to the extent such plans are duplicative of the benefits
otherwise provided hereunder. The Executive’s participation will be subject to the terms of the applicable plan documents and generally applicable Company policies in effect from time to time. Notwithstanding the foregoing, the Company may
modify or terminate any employee benefit plan at any time.
(b) VACATIONS . During the Employment Term, the
Executive shall be entitled to paid vacation in accordance with the plans, policies, programs and practices of the Company applicable to its similarly situated senior executives, as in effect from time to time.
(c) BUSINESS EXPENSES . Upon presentation of reasonable substantiation and documentation as the Company may specify from
time to time, the Company shall pay or the Executive shall be reimbursed in accordance with the Company’s expense reimbursement policy in effect from time to time, for all reasonable out-of-pocket business expenses incurred by the
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Executive during the Employment Term and in connection with the performance of the Executive’s duties hereunder.
6. TERMINATION . The Executive’s employment and the Employment Term shall terminate on the first of the
following to occur:
(a) DISABILITY . Upon ten (10) days’ prior written notice by the Company to the
Executive of termination due to Disability. For purposes of this Agreement, “ Disability ” means, a condition entitling the Executive to receive benefits under a long-term disability plan of the Company or an Affiliate in which such
Executive is eligible to participate, or, in the absence of such a plan, a permanent and total disability as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “ Code ”). A Disability shall only
be deemed to occur if the Executive has been unable to perform the Executive’s principal duties and responsibilities hereunder for ninety (90) consecutive days or one hundred and twenty (120) days during any period of three hundred
and sixty-five (365) consecutive calendar days. Notwithstanding the foregoing, for payments that are subject to Code Section 409A (as defined in Section 24 hereof),
Disability shall mean that the Executive is disabled under Section 409A(a)(2)(C)(i) or (ii) of the Code.
(b)
DEATH . Automatically upon the date of death of the Executive.
(c) CAUSE . Immediately upon written notice by
the Company to the Executive of a termination for Cause. “ Cause ” shall mean:
(i) the Executive’s
continued and willful failure to substantially perform his duties (other than as a result of Disability), which continues beyond fifteen (15) days after a written demand for substantial performance is delivered by the Board that specifically
identifies the manner in which the Board believes that the Executive has not substantially performed his duties;
(ii)
grossly negligent or illegal conduct, or gross misconduct, by the Executive that is reasonably likely to result in material damage to the Company;
(iii) the Executive’s conviction of, or the plea of guilty or nolo contendere or the equivalent in respect to, any
felony or a misdemeanor involving an act of dishonesty, moral turpitude, deceit or fraud; or
(iv) the Executive’s
material breach of any non-competition, non-solicitation, confidentiality, non-disparagement or other restrictive covenant
provision relating to the Company, which breach is not cured (if capable of cure) within fifteen (15) days following notice of such breach provided by the Company that specifically identifies the manner in which the Company believes that the
Executive breached any such provisions.
In order to terminate the Executive’s employment for Cause, the Company must provide the
Executive with written notice of its intention to terminate the Executive’s employment for Cause setting forth in reasonable detail the specific conduct allegedly constituting Cause and the specific provisions of this Agreement on which such
claim is based.
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(d) WITHOUT CAUSE . Upon thirty (30) days advance written notice
by the Company to the Executive of an involuntary termination without Cause (other than for death or Disability).
(e)
GOOD REASON . Upon written notice by the Executive to the Company of a termination for Good Reason. “ Good Reason ” shall mean the occurrence of any of the following events, without the express written consent of the
Executive, unless such events are fully corrected in all material respects by the Company within thirty (30) days following written notification by the Executive to the Company of the occurrence of one of the reasons set forth below:
(i) a material diminution in the Executive’s titles, duties or authorities, including (A) a change in the
Executive’s reporting such that he no longer reports directly to the Chief Financial Officer, Treasurer and Secretary of the Company and (B) any material diminution in duties and/or authorities such that the Executive no longer has such
duties and/or authorities typically associated with the Chief Accounting Officer of a public company;
(ii) a material
diminution in the Executive’s Base Salary (unless such diminution is part of a company-wide or management-wide reduction) or a material diminution in the
Executive’s Target Annual Bonus opportunity;
(iii) a material breach of this Agreement by the Company; or
(iv) a relocation of the Executive’s primary office location by more than thirty (30) miles if such relocation
materially increases the Executive’s commute.
The Executive shall provide the Company with a written notice detailing the specific
circumstances alleged to constitute Good Reason within forty-five (45) days after the Executive first has notice of the first occurrence of such circumstances, and, to the extent uncured, actually
terminate employment within thirty (30) days following the expiration of the Company’s thirty (30)-day cure period described above. Otherwise, any claim of such circumstances as “Good
Reason” shall be deemed irrevocably waived with respect to such circumstance by the Executive and no such termination for Good Reason shall be deemed to occur.
(f) WITHOUT GOOD REASON . Upon thirty (30) days’ prior written notice by the Executive to the Company of the
Executive’s voluntary termination of employment without Good Reason (which the Company may, in its sole discretion, make effective earlier than any notice date).
(g) EXPIRATION OF EMPLOYMENT TERM; NON -EXTENSION OF AGREEMENT . Upon the
expiration of the Employment Term due to the delivery of a non-extension notice by the Company or the Executive in accordance with Section 2 hereof.
7. CONSEQUENCES OF TERMINATION .
(a) DEATH . In the event that the Executive’s employment and the Employment Term end on account of the
Executive’s death, the Executive or the Executive’s estate, as the case may be, shall be entitled to the following (with the amounts due under Sections 7(a)(i)
4
through 7(a)(iii) and 7(a)(v) hereof to be paid within sixty (60) days following termination of employment, or such earlier date as may be required by applicable law):
(i) any unpaid Base Salary through the date of termination;
(ii) reimbursement for any unreimbursed business expenses incurred through the date of termination;
(iii) any accrued but unused vacation time in accordance with Company policy;
(iv) all other payments, benefits or fringe benefits to which the Executive shall be entitled under the terms of any
applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement, payable in accordance with the terms of each such plan, program, or grant or as provided in this Agreement;
(v) a pro-rata portion of the Executive’s Target Annual Bonus for the fiscal
year in which the Executive’s termination occurs (determined by multiplying the amount of such bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of days during the fiscal year of termination
that the Executive is employed by the Company and the denominator of which is 365), payable within thirty (30) days of the Executive’s termination of employment in cash (the “ Pro Rata Bonus ”);
(vi) the earned Annual Bonus for any completed fiscal year ending prior to the date of termination, to the extent not
previously paid payable in cash or fully-vested and freely tradeable shares of the Company’s common stock, as determined by the Board in its sole discretion as and when such Annual Bonus would have been
paid had the Executive’s employment not terminated (the “ Prior Year Bonus ”);
(vii) subject to
(A) the Executive’s (or his covered dependents’) timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“ COBRA ”) and (B) the Executive’s
(or, if applicable, his estate’s) continued compliance with the obligations in Sections 8 , 9 and 10 hereof, reimbursement of the Executive’s COBRA premiums at the same level (including coverage for dependents, if
applicable) and cost as if the Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars) participating in the
Company’s group health plan for eighteen (18) months; provided that the Company may modify the continuation coverage contemplated by this Section 7(a)(vii) to the extent reasonably necessary to avoid the
imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as
amended (to the extent applicable) or to the extent necessary to comply with Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), in each case, in a manner with the least economic
impact to the Executive (or his covered dependents); and provided , further , that in the event that the Executive obtains other employment that offers comparable group health benefits, such reimbursements by the Company under this
Section 7(a)(vii) shall immediately cease (the benefits described in this Section 7(a)(vii) , the “ COBRA Reimbursement ”); and
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(viii) provided that the Executive ’s estate or beneficiaries shall
have executed and delivered to the Company a general release pursuant to Section 8 and any period for rescission of such general release shall have expired without the Executive having rescinded such general release, any unvested equity award
granted under the PubCo 2026 Equity Incentive Plan (as may be amended and restated from time to time, the “ 2026 Plan ”) or any successor equity incentive plan thereto (1) that is subject solely to a time-based vesting
condition will accelerate and vest in full on the Executive’s termination of employment and (2) that is subject to subsequent performance-based vesting conditions shall remain outstanding and continue to be eligible to vest in accordance
with the performance metrics set forth in the applicable award agreement (the “ Equity Acceleration ”).
Collectively,
Sections 7(a)(i) through 7(a)(iv) hereof shall be hereafter referred to as the “ Accrued Benefits .”
(b) DISABILITY . In the event that the Executive’s employment and/or the Employment Term ends on account of the
Executive’s Disability, the Company shall pay or provide the Executive with the Accrued Benefits, the Pro Rata Bonus, the Prior Year Bonus and the COBRA Reimbursement and, provided that the Executive shall have executed and delivered to the
Company a general release pursuant to Section 8 and any period for rescission of such general release shall have expired without the Executive having rescinded such general release, the Equity Acceleration.
(c) TERMINATION FOR CAUSE OR WITHOUT GOOD REASON OR AS A RESULT OF A
NON -EXTENSION OF THIS AGREEMENT BY THE EXECUTIVE OR AS A RESULT OF A NON -EXTENSION OF THIS AGREEMENT BY THE COMPANY AND WAIVER OF SECTION 9(b) BY THE
COMPANY . If the Executive’s employment is terminated (I) by the Company for Cause, (II) by the Executive without Good Reason, (III) as a result of the Executive’s non-extension
of the Employment Term as provided in Section 2 hereof, or (IV) as a result of the Company’s non-extension of the Employment Term as provided in
Section 2 hereof and in the notice provided in accordance with Section 2 the Company states that it is waiving enforcement of, and the Executive shall have no obligation under,
Section 9(b) hereof, the Company shall pay to the Executive the Accrued Benefits. In addition to the Accrued Benefits, in the event of a termination as a result of Company’s
non-extension of the Employment Term pursuant to Section 7(c)(IV), the Executive shall be entitled to be paid a Pro Rata Bonus, the Prior Year Bonus, and the COBRA Reimbursement, as well as the Equity
Acceleration.
(d) TERMINATION WITHOUT CAUSE OR FOR GOOD REASON OR AS A RESULT OF A NON -EXTENSION OF THIS AGREEMENT BY THE COMPANY WITH NO WAIVER OF SECTION 9(b) . If the Executive’s employment by the Company is terminated (I) by the Company other than for Cause, (II) by the
Executive for Good Reason, or (III) as a result of the Company’s non-extension of the Employment Term as provided in Section 2 hereof and the Company does not state in the
notice provided in accordance with Section 2 that it is waiving enforcement of, and the Executive shall have no obligation under, Section 9(b) hereof, subject to the provisions of
Section 24 hereof, the Company shall pay to the Executive:
(i) the Accrued Benefits;
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(ii) subject to the Executive’s continued compliance with the
obligations in Sections 8, 9 and 10 hereof, the Pro Rata Bonus;
(iii) subject to the Executive’s continued
compliance with the obligations in Sections 8, 9 and 10 hereof, an amount equal to the product of (A) the Severance Multiple and (B) the sum of (I) the Executive’s Base Salary and (II) the average Annual Bonus earned with
respect to each of the last three consecutive completed calendar years immediately preceding the date of termination (or during such shorter actual time of employment, as applicable, with such amount payable (or, to the extent applicable,
deliverable) in a single lump sum within ten (10) business days following the Release Effective Date (as defined in Section 8 hereof); provided that each payment made pursuant to this Section is intended to qualify as a short-term deferral
within the meaning of Treasury Regulation Section 1.409A-1(b)(4) or as a separation pay plan payment within the meaning of Treasury Regulation
Section 1.409A-1(b)(9), and shall be interpreted and administered accordingly; provided, further, that to the extent that the payment of any amount constitutes “nonqualified deferred
compensation” for purposes of Code Section 409A (as defined in Section 24 hereof), any such payment scheduled to occur during the first sixty (60) days following the termination of employment shall not be
paid until the first regularly scheduled pay period following the sixtieth (60 th ) day following such termination and shall include payment of any amount that was otherwise scheduled to be paid
prior thereto;
(iv) the Prior Year Bonus;
(v) the COBRA Reimbursement; and
(vi) with respect to any unvested equity award granted under the 2026 Plan or any successor equity incentive plan thereto
(1) that is subject solely to a time-based vesting condition, a prorated portion of such award that would have become vested as of the next vesting date immediately following the date of Executive’s termination of employment shall become
vested upon such date of termination, calculated based on multiplying the number of shares which would have become vested as of such next vesting date pursuant to such award by a fraction, the numerator of which is (x) the number of completed
months for which Executive was employed during the period beginning on the prior vesting date (or grant date if no vesting date has occurred) and ending on the date of termination, and the denominator of which is (y) the number of months in the
applicable vesting period, and (2) that is subject to subsequent performance-based vesting conditions shall remain outstanding and eligible to vest based on actual performance achievement in accordance with the performance metrics set forth in
the applicable award agreement; provided that the number of shares subject to such award that vest and are paid/settled on such date(s) shall be pro-rated by a fraction, the numerator of which is the number of
days elapsed from the beginning of the performance period applicable to such award through and including the date of Executive’s termination of employment and the denominator of which is the total number of days comprising the full performance
period applicable to such award.
Payments and benefits provided in this Section 7(d) shall be in lieu of any
termination or severance payments or benefits for which the Executive may be eligible under any of the plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or
regulation.
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For the purposes of this Agreement, the “ Severance Multiple ” shall mean
two (2).
(e) TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL . Notwithstanding the foregoing, if the
Executive’s employment is terminated pursuant to Section 7(d) on or within twenty-four (24) months following a Change in Control (as defined in the 2026 Plan) , and provided that the Executive shall have executed and delivered
to the Company a general release pursuant to Section 8 and any period for rescission of such general release shall have expired without the Executive having rescinded such general release, in addition to the payments or benefits pursuant to
Section 7(d), any unvested equity award (i) that is subject solely to a time-based vesting condition will accelerate and vest in full and (ii) that is subject to subsequent performance-based vesting conditions shall vest and be
settled at the greater of target and actual performance, each as of the Executive’s termination of employment.
(f)
OTHER OBLIGATIONS . Upon any termination of the Executive’s employment with the Company, the Executive shall be deemed to have resigned from any position as an officer, director or fiduciary of any
Company-related entity, and shall execute any documentation as requested by the Company to effectuate the foregoing.
(g) EXCLUSIVE REMEDY . The amounts payable to the Executive following termination of employment and the Employment Term
hereunder pursuant to Sections 6 and 7 hereof shall be in full and complete satisfaction of the Executive’s rights under this Agreement and any other claims that the Executive may have in respect of the Executive’s
employment with the Company or any of its Affiliates, and the Executive acknowledges that such amounts are fair and reasonable, and are the Executive’s sole and exclusive remedy, in lieu of all other remedies at law or in equity, with respect
to the termination of the Executive’s employment hereunder or any breach of this Agreement. Notwithstanding the foregoing, any equity awards subject to performance-based vesting conditions shall continue to be treated in accordance with the
terms of the applicable grant agreements, to the extent applicable.
8. RELEASE; NO MITIGATION; NO SET -OFF . Any and all amounts payable and benefits or additional rights provided pursuant to this Agreement beyond the Accrued Benefits and any Prior Year Bonus shall only be payable if the Executive (or, if
applicable, Executive’s estate or beneficiary) delivers to the Company and does not revoke a general release of claims in favor of the Company in substantially the form attached on Exhibit A hereto. Such release shall be executed and
delivered (and no longer subject to revocation, if applicable) within sixty (60) days following termination (the “ Release Effective Date ”). In no event shall the Executive be obligated to seek other employment or take any
other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned by the Executive as a result of employment
by a subsequent employer, except as provided in Section 7(a)(vii) hereof. The Company’s obligations to pay the Executive amounts hereunder shall not be subject to set-off,
counterclaim or recoupment of amounts owed by the Executive to the Company or any of its Affiliates.
9.
RESTRICTIVE COVENANTS .
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(a) CONFIDENTIALITY . During the course of the Executive’s
employment with the Company, the Executive will have access to Confidential Information. For purposes of this Agreement, “ Confidential Information ” means all data, information, ideas, concepts, discoveries, trade secrets,
inventions (whether or not patentable or reduced to practice), innovations, improvements, know-how, developments, techniques, methods, processes, treatments, drawings, sketches, specifications, designs, plans,
patterns, models and strategies, and all other confidential or proprietary information or trade secrets in any form or medium (whether merely remembered or embodied in a tangible or intangible form or medium) whether now or hereafter existing,
relating to or arising from the past, current or potential business, activities and/or operations of the Company or any of its Affiliates, including, without limitation, any such information relating to or concerning finances, sales, marketing,
advertising, transition, promotions, pricing, personnel, customers, suppliers, vendors, partners and/or competitors. The Executive agrees that, except as provided in Section 11 hereof, the Executive shall not, directly or
indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Executive’s assigned duties and for the benefit of the Company and its subsidiaries and Affiliates, either during the
period of the Executive’s employment or at any time thereafter, any Confidential Information or other confidential or proprietary information received from third parties subject to a duty on the Company’s and its subsidiaries’ and
Affiliates’ part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in each case, which shall have been obtained by the Executive during the Executive’s employment by the
Company (or any predecessor). The foregoing shall not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive
through no wrongful act of the Executive or, to the knowledge of the Executive, any third party; (iii) is independently developed by Executive, or comes into possession of the Executive, other than in connection with his employment hereunder;
or (iv) the Executive is required to disclose by applicable law or regulation, or a valid order or subpoena or request issued by a court of competent jurisdiction or an authorized governmental or regulatory agency, provided that the Executive,
unless such notice is prohibited, provides the Company with prior notice of the contemplated disclosure promptly upon learning of such requirement, and reasonably in advance of such disclosure, (A) discloses only that portion of the
Confidential Information that is legally required to be disclosed, (B) uses reasonable efforts to ensure that such disclosure is afforded confidential treatment, and (C) cooperates with the Company at the Company’s expense in seeking
a protective order or other appropriate protection of such information. For purposes of this Agreement, “ Affiliate ” means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is
under common control with such entity, whether existing on the date hereof or hereafter acquired or formed; provided, however, that no portfolio company or investment of any direct or indirect equityholder of the Company shall be deemed an Affiliate
of the Company solely by virtue of sharing a common investor. For purposes of this definition, “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or
indirectly, of the power to direct or cause the direction of management or policies, whether through ownership of voting securities, by contract or otherwise.
(b) NONCOMPETITION . The Executive acknowledges that (i) the Executive performs services of a unique nature for the
Company that are irreplaceable, and that the Executive’s performance of such services to a competing business would result in irreparable harm to the Company, (ii) the Executive has had and will continue to have access to Confidential
9
Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its Affiliates, (iii) in the course of the Executive’s
employment by a competitor, the Executive would inevitably use or disclose Confidential Information, (iv) the Company and its Affiliates have substantial relationships with their customers and the Executive has had and will continue to have
access to these customers, (v) the Executive has received and will receive specialized training from the Company and its Affiliates, (vi) the Executive has generated and will continue to generate goodwill for the Company and its Affiliates
in the course of the Executive’s employment, and (vii) the restrictive covenants set forth herein are supported by adequate consideration, including the Company’s agreement to provide the compensation, benefits, and severance
payments set forth in this Agreement. Accordingly, during the Employment Term and the Restricted Period (as defined below), the Executive agrees that the Executive will not engage in any Competitive Activities (as defined below), except to the
extent permissible pursuant to a Permitted Activity, in any basin or location in which the Company or any of its subsidiaries operates and owns any Hydrocarbon Interests (as defined below). Notwithstanding the foregoing, nothing herein shall
prohibit the Executive from being a passive owner of not more than one percent (1%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or Affiliates, so
long as the Executive has no active participation in the business of such corporation, or owning a passive investment in any mutual, private equity or hedge fund or similar pooled investment vehicle. For the purposes of this Agreement, (A)
“ Competitive Activities ” shall mean owning any interest in, participating in (whether as a director, officer, employee, member, or partner), consulting with, rendering services for (including as an employee or independent
contractor), or in any manner engaging in any business or enterprise involving or related to the acquisition, ownership, or operation of Hydrocarbon Interests; (B) “ Hydrocarbon Interests ” shall mean mineral and royalty assets and
interests; and (C) “ Restricted Period ” means the period beginning on the Executive’s last day of employment with the Company and ending (I) on the second anniversary thereof, if such termination of employment occurs
prior to the expiration of the Initial Term and (II) on the first anniversary thereof, if such termination occurs upon or after the expiration of the Initial Term.
(c) NONSOLICITATION; NONINTERFERENCE .
(i) During the Employment Term and the Restricted Period, the Executive agrees that the Executive shall not, except in the
furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any customer of the Company or any of its subsidiaries or
Affiliates to cease or reduce doing business with the Company or any of its subsidiaries or Affiliates, or to purchase goods or services then sold by the Company or any of its subsidiaries or Affiliates from another person, firm, corporation or
other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or interfere in any way with the business relationship between any customer of the Company and the Company or any of its subsidiaries or
Affiliates.
(ii) During the Employment Term and the Restricted Period, the Executive agrees that the Executive shall not,
except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee, representative or agent of
the Company or any of its subsidiaries or Affiliates to leave such employment or retention or to accept employment with
10
or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to
materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the
relationship between the Company or any of its subsidiaries or Affiliates and any of their respective vendors, joint venturers or licensors. An employee, representative or agent shall be deemed covered by this
Section 9(c)(ii) while so employed or retained and for a period of six (6) months thereafter. Notwithstanding the foregoing, a general solicitation that is not targeted at employees, representatives, or agents of the
Company shall not constitute a breach of this Section 9(c)(ii) .
(d) NONDISPARAGEMENT .
Except as provided in Section 11 hereof, the Executive agrees not to make negative comments or otherwise disparage the Company or its officers, directors, employees, or products other than to the extent necessary in the
good faith performance of the Executive’s duties to the Company while the Executive is employed by the Company.
(e)
INVENTIONS .
(i) The Executive acknowledges and agrees that all ideas, methods, inventions, discoveries,
improvements, work products, developments, software, know-how, processes, techniques, works of authorship and other work product, whether patentable or unpatentable, (A) that are reduced to practice,
created, invented, designed, developed, contributed to and/or within the scope of the Executive’s work with the Company or that relate to the business, operations or actual or demonstrably anticipated research or development of the Company,
and that are made or conceived by the Executive, solely or jointly with others, during the Employment Term and that are not made or conceived by the Executive, solely or jointly with others, in performance of any Permitted Activities, or
(B) suggested by any work that the Executive performs in connection with the Company while performing the Executive’s duties with the Company shall belong exclusively to the Company (or its designee), whether or not patent or other
applications for intellectual property protection are filed thereon (the “ Inventions ”). The Executive will keep full and complete written records (the “ Records ”), in the manner prescribed by the Company, of all
Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Executive will surrender them upon the termination of the Employment Term,
or upon the Company’s request. The Executive irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or
subsequent to the Employment Term, together with the right to file, in the Executive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “ Applications ”). The Executive
will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect,
patent or register the Company’s rights in the Inventions, all without additional compensation to the Executive from the Company but at the Company’s sole expense. The Executive will also execute assignments to the Company (or its
designee) of the Applications, and give the Company and its attorneys all reasonable
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assistance (including the giving of testimony) to obtain the Inventions for the Company’s benefit, all without additional compensation to the Executive from the Company.
(ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United
States, on behalf of the Company and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without
any further obligations to the Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Executive hereby irrevocably conveys,
transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Executive’s right, title and
interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including, without limitation, the unrestricted right
to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the
Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-called
“moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results and proceeds of the Executive’s service to the Company that cannot be assigned in the manner described herein, the
Executive agrees to unconditionally waive the enforcement of such rights. The Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual
property that may issue thereon including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue of the Executive being an employee of or other service provider to the Company.
(f) RETURN OF COMPANY PROPERTY . Promptly following the Executive’s termination of employment with the Company for
any reason (or at any time prior thereto at the Company’s request), the Executive shall return all property belonging to the Company or its Affiliates (including, but not limited to, any Company-provided
laptops, computers, cell phones, wireless electronic mail devices or other equipment, or documents and property belonging to the Company). The Executive may retain the Executive’s Outlook contacts and calendar (or similar items) provided that
such items only include contact and calendar information.
(g) REASONABLENESS OF COVENANTS . In signing this
Agreement, the Executive gives the Company assurance that the Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 9 hereof. The
Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its Affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect to subject
matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Executive from obtaining other suitable employment during the period in which the Executive is bound by the restraints. The
Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that the Executive is subject to the constraints in Section 9(a) hereof, the Executive will
provide a copy of Section 9 of this
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Agreement to such entity. The Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its Affiliates and that the Executive
has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Executive further covenants that the Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this
Section 9 , and that the Executive will reimburse the Company and its Affiliates for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this
Section 9 if either the Company and/or its Affiliates prevails on any material issue involved in such dispute or if the Executive challenges the reasonableness or enforceability of any of the provisions of this
Section 9 . It is also agreed that each of the Company’s Affiliates will have the right to enforce all of the Executive’s obligations to that Affiliate under this Agreement, including without limitation pursuant
to this Section 9 .
(h) REFORMATION . If it is determined by a court of competent
jurisdiction in any state that any restriction in this Section 9 is excessive in duration or scope or is unreasonable or unenforceable under applicable law, it is the intention of the parties that such restriction may be
modified or amended by the court to render it enforceable to the maximum extent permitted by the laws of that state.
(i)
TOLLING . In the event of any violation of the provisions of this Section 9 , the Executive acknowledges and agrees that the post-termination restrictions contained in this
Section 9 shall be extended by a period of time equal to the period of such violation, it being the intention of the parties hereto that the running of the applicable post-termination
restriction period shall be tolled during any period of such violation.
(j) SURVIVAL OF PROVISIONS . The
obligations contained in Sections 9 and 10 hereof shall survive the termination or expiration of the Employment Term and the Executive’s employment with the Company and shall be fully enforceable thereafter.
(k) R ESTRICTIONS ON RESALE . In addition to any restrictions on transfer set forth in the Amended and Restated
Agreement of Limited Partnership of OpCo (the “Operating Agreement”), without the prior written consent of a majority of independent directors of PubCo, the Executive shall not offer, sell, contract to sell or otherwise transfer or
dispose of any of the Common Units (as defined in the Operating Agreement) or shares of Class A Common Stock (as defined in the Operating Agreement) received in exchange therefor, or securities convertible or exchangeable or exercisable for any
of the Common Units or shares of Class A Common Stock, or enter into any swap, hedge, or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Units or shares of Class A Common
Stock for a period of twelve (12) months commencing on the date of consummation of PubCo’s initial public offering of shares of Class A Common Stock (the “IPO Date”) (such period, the “Lockup Period”);
provided, however, that nothing in this paragraph shall prohibit the Executive from (i) distributing Common Units to the Executive’s Relatives (as defined in the Operating Agreement) received as consideration in connection with this
Agreement or any other arrangement, provided such Relatives agree in writing to the restrictions of this Section 9(k), or (ii) pledging such Common Units or shares of Class A Common Stock, provided such pledgee agrees in writing to
the restrictions of this Section 9(k). The foregoing restrictions shall not apply to transfers by the Executive to the Executive’s Affiliates, successors or any trust, family partnership or family
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limited liability company established for the benefit of the Executive or the Executive’s Relatives, so long as such transferee agrees in writing to be bound by the terms of this
Section 9(k). Notwithstanding the foregoing or any other provision in this Agreement to the contrary, (i) the provisions of this Section 9(k) shall cease to be in effect upon the closing of a General Partner Change of Control (as
defined in the Operating Agreement), and (ii) following the Lockup Period, in the event the Executive shall die while holding Common Units or shares of Class A Common Stock, such Common Units or shares of Class A Common Stock shall be
immediately and freely transferable, subject to applicable Law.
10. COOPERATION . Upon the receipt of
reasonable notice from the Company or its outside counsel, the Executive agrees that while employed by the Company and thereafter, the Executive will respond and provide information with regard to matters in which the Executive has knowledge as a
result of the Executive’s employment with the Company, and will provide reasonable assistance to the Company, its Affiliates and their respective representatives in defense of any claims that may be made against the Company or its Affiliates
(other than any claims asserted by the Executive), and will assist the Company and its Affiliates in the prosecution of any claims that may be made by the Company or its Affiliates (other than any claims that may be asserted against the Executive),
to the extent that such claims may relate to the period of the Executive’s employment with the Company (collectively, the “ Claims ”). The Executive agrees to promptly inform the Company if the Executive becomes aware of any
lawsuits involving Claims that may be filed or threatened against the Company or its Affiliates. The Executive also agrees to promptly inform the Company (to the extent that the Executive is legally permitted to do so) if the Executive is asked to
assist in any investigation of the Company or its Affiliates (or their actions) or another party attempts to obtain information or documents from the Executive (other than in connection with any litigation or other proceeding in which the Executive
is a party-in-opposition) and the Executive shall not provide such information or documents except with the prior written consent of the Company or its counsel or as
required by applicable law, regulation or legal process. If the Executive is required by law, regulation, or legal process to provide information or testimony, the Executive shall, unless prohibited by law, provide prompt written notice to the
Company so that the Company may seek a protective order or other appropriate remedy. Upon presentation of appropriate documentation, the Company shall pay or reimburse the Executive for all reasonable out-of-pocket travel, duplicating or telephonic expenses and all reasonable legal expenses incurred by the Executive in complying with this Section 10 . To the extent such cooperation
occurs subsequent to the termination of the Executive’s employment (and, if the Executive received payment pursuant to Section 7(d)(iii) , hereof, subsequent to the expiration of a number of years thereafter equal to
the Severance Multiple), the Company shall compensate the Executive for such cooperation at a daily rate equal to (i) the sum of the Executive’s final Base Salary divided by (ii) 365.
11. PROTECTED ACTIVITY . Notwithstanding anything to the contrary contained herein, no provision of this
Agreement shall be interpreted so as to impede the Executive from (i) reporting possible violations of federal, state or local law or regulation (including, without limitation, laws relating to fraud, securities, harassment, discrimination, or
retaliation) to, or discussing any possible violations with, any governmental agency or entity or self-regulatory organization, including but not limited to the Department of Justice, the Securities and
Exchange Commission, the Congress, any agency Inspector General, and FINRA, or making other disclosures under the whistleblower provisions of federal law or regulation, without the prior
14
authorization of the Company to make any such reports or disclosures and the Executive shall not be required to notify the Company that such reports or disclosures have been made;
(ii) making truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings), (iii) any
disclosure or communication made by the Executive in connection with any report or complaint to a federal, state or local governmental or law enforcement agency or body (including, but not limited to, the Securities and Exchange Commission, the
Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the Department of Justice), (iv) any disclosure or communication protected under whistleblower provisions of applicable federal, state or local law, or
(v) any other disclosure or communication that is required by law. 18 U.S.C. § 1833(b) provides: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade
secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law;
or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for
disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, the parties to this Agreement have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an
attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and
protected from public disclosure.
12. EQUITABLE RELIEF AND OTHER REMEDIES . The Executive acknowledges and
agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Section 9 or Section 10 hereof would be inadequate and, in recognition of this fact,
the Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond or other security, shall be entitled to obtain equitable relief in the form of specific
performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available, without the necessity of showing actual monetary damages. In the event of a violation by the Executive of
Section 9 or Section 10 hereof, any severance being paid to the Executive pursuant to this Agreement or otherwise shall immediately cease, and any severance previously paid to the Executive shall
be immediately repaid to the Company.
13. NO ASSIGNMENTS . This Agreement is personal to each of the parties
hereto. Except as provided in this Section 13 hereof, no party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other party hereto. The Company may assign this
Agreement to any successor to all or substantially all of the business and/or assets of the Company, provided that the Company shall require such successor to expressly assume and agree to perform this Agreement in the same manner and to the
same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “ Company ” shall mean the Company and any successor to its business and/or assets, which assumes and
agrees to perform the duties and obligations of the Company under this Agreement by operation of law or otherwise.
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14. NOTICE . For purposes of this Agreement, notices and all
other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given (a) on the date of delivery, if delivered by hand, (b) on the date of transmission, if delivered by confirmed facsimile or
electronic mail, (c) on the first business day following the date of deposit, if delivered by guaranteed overnight delivery service, or (d) on the fourth business day following the date delivered or mailed by United States registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Executive:
At the address (or to the e-mail address or facsimile number) shown in the books and
records of the Company.
If to the Company:
2000 Market Street, Suite 910
Philadelphia, PA 19103
Attention: General Counsel
or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of
address shall be effective only upon receipt.
15. SECTION HEADINGS; INCONSISTENCY . The section headings
used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement. In the event of any inconsistency between the terms of this Agreement and any form, award, plan or
policy of the Company, the terms of this Agreement shall govern and control.
16. SEVERABILITY . The
provisions of this Agreement shall be deemed severable. The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such
jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by
applicable law.
17. COUNTERPARTS . This Agreement may be executed in several counterparts, each of which
shall be deemed to be an original but all of which together will constitute one and the same instrument.
18.
ARBITRATION . Any dispute or controversy arising under or in connection with this Agreement or the Executive’s employment with the Company shall be settled exclusively by confidential arbitration, conducted before a single arbitrator (as
an individual, and not a class or collection action) in New York, New York in accordance with the American Arbitration Association Employment Arbitration Rules and Mediation Procedures (the “ Rules ”) then in effect; provided,
however, that the following claims are excluded from mandatory arbitration: (i) claims for injunctive or equitable relief under Section 12 hereof; (ii) claims of sexual assault, sexual harassment, or whistleblower retaliation under
the Sarbanes-Oxley Act or the Dodd-Frank
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Act; and (iii) any other claim that cannot be subject to mandatory arbitration as a matter of law. A copy of the current version of the Rules is available at:
https://www.adr.org/media/0vrpbnm0/2025_employment_arbitration_rules.pdf. To the fullest extent of the law, the arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, formation, or
enforceability of this Agreement, including but not limited to the arbitrability of any dispute between the parties. The decision of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s
award in any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration, (a) the arbitration costs shall be borne entirely by the Company, (b) each party shall pay all of its own costs and
expenses, except as otherwise required by applicable law, including, without limitation, its own legal fees and expenses, provided that the Company will reimburse the Executive for all costs (including reasonable attorneys’ fees) incurred in a
dispute if the Executive prevails on any material issue involved in such dispute, and (c) the arbitrator shall have no power to award punitive damages to either party, except where an applicable statute allows for punitive damages. The parties
further agree that this arbitration provision is intended to be mutually binding and enforceable to the fullest extent permitted by applicable law.
19. INDEMNIFICATION . The Company hereby agrees to indemnify the Executive and hold the Executive harmless to the
greatest extent permitted by law or provided under the By-Laws of the Company against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including
reasonable attorneys’ fees), losses, and damages resulting from the Executive’s good faith performance of the Executive’s duties and obligations with the Company, and shall provide advancement of expenses to the greatest extent
permitted under applicable law. This obligation shall survive the termination of the Executive’s employment with the Company.
20. LIABILITY INSURANCE . The Company shall purchase and maintain, at its own expense, directors’ and
officers’ liability insurance and cover the Executive under such directors’ and officers’ liability insurance both during and, while potential liability exists, after the term of this Agreement which shall not be less favorable
than the coverage provided to other senior executive officers and directors of the Company.
21. GOVERNING LAW; WAIVER
OF JURY TRIAL . This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of New York (without regard to its choice
of law provisions). As a specifically bargained for inducement for each of the parties hereto to enter into this Agreement (after having the opportunity to consult with counsel), each party hereto expressly waives the right to trial by jury in
any lawsuit or proceeding relating to or arising in any way from this Agreement or the matters contemplated hereby.
22. MISCELLANEOUS . No provision of this Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing and signed by the Executive and such officer or director as may be designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or
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subsequent time. This Agreement together with all exhibits hereto sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes any and
all prior agreements or understandings between the Executive and the Company with respect to the subject matter hereof. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made
by either party which are not expressly set forth in this Agreement.
23. REPRESENTATIONS . The Executive
represents and warrants to the Company that (a) the Executive has the legal right to enter into this Agreement and to perform all of the obligations on the Executive’s part to be performed hereunder in accordance with its terms, and
(b) the Executive is not a party to any agreement or understanding, written or oral, and is not subject to any restriction, which, in either case, could prevent the Executive from entering into this Agreement or impair in any way the
performance of the Executive’s duties and obligations hereunder. In addition, the Executive acknowledges that the Executive is aware of Section 304 (Forfeiture of Certain Bonuses and Profits) of the
Sarbanes-Oxley Act of 2002 and the right of the Company to be reimbursed for certain payments to the Executive in compliance therewith.
24. TAX MATTERS .
(a) WITHHOLDING . The Company may withhold from any and all amounts payable under this Agreement or otherwise such
federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.
(b)
DELIVERY OF SHARES ON NET BASIS . In the event the Executive is to be issued shares of Class A common stock in accordance with any equity awards granted pursuant to this Agreement and the Executive is not able to sell a sufficient number
of shares of Class A common stock to satisfy the Executive’s applicable tax withholding obligations through a broker-assisted sale or other
“sell-to-cover” mechanism, the Company shall, upon the Executive’s election, retain a sufficient number of such shares to satisfy the Executive’s
tax withholding obligations and deliver the remaining shares on a net share settlement basis.
(c) SECTION 409A
COMPLIANCE .
(i) The intent of the parties is that payments and benefits under this Agreement be exempt from or
otherwise comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “ Code Section 409A ”), and any ambiguity shall be interpreted in accordance with
the foregoing to the maximum extent permitted. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible,
maintain the original intent and economic benefit to the Executive and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax,
interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A.
(ii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement
providing for the payment of any amounts or
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benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of
any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if
the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered
deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A to
avoid imposition of any additional taxes or interest. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 24(c)(ii) (whether they would have otherwise been payable
in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal
payment dates specified for them herein. Any payments subject to Code Section 409A that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment
event (such as termination of employment) occurs shall not commence payment prior to the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to avoid additional taxes, penalties or interest
under Code Section 409A.
(iii) To the extent that reimbursements or other
in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made
on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right to reimbursement or in-kind benefits shall not be subject to
liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses
eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.
(iv) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this
Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified
period shall be within the sole discretion of the Company.
(v) Notwithstanding any other provision of this Agreement to
the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code
Section 409A.
(d) EXCESS PARACHUTE PAYMENTS; LIMITATIONS ON PAYMENTS.
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(i) Notwithstanding any other provision of this Agreement, if any payment or
benefit received or to be received by the Executive (including any payment or benefit received in connection with a termination of the Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or
agreement) (all such payments and benefits, including the payments and benefits under Section 7 , being hereinafter referred to as the “ Total Payments ”) would, but for this
Section 24(d) , be subject (in whole or part), to the excise tax imposed under Section 4999 of the Code (the “ Excise Tax ”), then, the Total Payments shall be reduced (but not below zero), to the
extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such
reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (ii) the net amount of such Total Payments without such
reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments and after taking into
account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). If the Total Payments are so reduced, the Company shall reduce or eliminate the Total Payments (A) by first reducing or
eliminating the portion of the Total Payments which are not payable in cash (other than that portion of the Total Payments subject to clause (C)), (B) then by reducing or eliminating cash payments (other than that portion of the Total Payments
subject to clause (C)) and (C) then by reducing or eliminating the portion of the Total Payments (whether payable in cash or not payable in cash) to which Treasury Regulation § 1.280G-1 Q/A 24(c) (or
successor thereto) applies, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time.
(ii) For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax,
(i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be
taken into account; (ii) no portion of the Total Payments shall be taken into account which, in the written opinion of an independent, nationally recognized accounting firm (the “ Independent Advisors ”) selected by the
Company, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total
Payments shall be taken into account which, in the opinion of Independent Advisors, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base
amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the
Total Payments shall be determined by the Independent Advisors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.
(iii) Any determination required under this Section 24(d) , including whether any payments or
benefits are parachute payments, shall be made at the Company’s expense by an independent public accounting firm that is mutually agreed by the Company and the Executive (the “ Accounting Firm ”), based upon reasonable, good
faith assumptions and interpretations of Section 280G of the Code. The Executive and the Company shall provide the Accounting Firm
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with such information and documents as the Accounting Firm may reasonably request in order to make a determination under this Section 24(d) .
25. SARBANES-OXLEY ACT OF 2002 . Notwithstanding anything herein to the contrary, if the Company determines, in
its good faith judgment, that any transfer or deemed transfer of funds hereunder is likely to be construed as a personal loan prohibited by Section 13(k) of the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder (the “ Exchange Act ”), then such transfer or deemed transfer shall not be made to the extent necessary or appropriate so as not to violate the Exchange Act and the rules and regulations promulgated
thereunder.
26. CLAWBACK . Notwithstanding any other provisions in this Agreement, any payments made
pursuant to this Agreement shall be subject to recovery or clawback by the Company under any applicable clawback policy adopted by the Company in accordance with the Securities and Exchange Commission regulations or other applicable law, and the
Executive agrees to execute appropriate acknowledgements or other documentation as may be required pursuant to such policies from time to time.
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IN WITNESS WHEREOF , the parties hereto have executed this Agreement
as of the date first written above.
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EXHIBIT A
GENERAL RELEASE
I, [___________], in consideration of and subject to the performance by WhiteHawk Minerals Corp., a Delaware incorporated
company (“ PubCo ”), WhiteHawk Income Operating Partnership L.P., a Delaware limited partnership (“ OpCo ” and together with PubCo and any subsidiaries or Affiliates as may employ Executive from time to time, the
“ Company ”), of its obligations under the Employment Agreement dated as of [ ], 2026 (the “Agreement”) do hereby release and forever discharge as of the date hereof the Company and its respective
Affiliates and all present, former and future managers, directors, officers, employees, agents, successors and assigns of the Company and its Affiliates and direct or indirect owners (collectively, the “ Released Parties ”) to the
extent provided below (this “ General Release ”). The Released Parties are intended to be third-party beneficiaries of this General Release, and this General Release may be enforced by each of
them in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder. Terms used herein but not otherwise defined shall have the meanings given to them in the Agreement.
1. |
My employment or service with the Company and its Affiliates terminated as of [ ],
20[ ], and I hereby resign from any position as an officer, member of the board of managers or directors (as applicable) or fiduciary of the Company or its Affiliates (or reaffirm any such resignation that may have already
occurred). I understand certain payments to me under Section 7 of the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I
understand and agree that I will not receive certain of the payments and benefits specified in Section 7 of the Agreement unless I execute this General Release and do not revoke this General Release within the time period
permitted hereafter. I understand and agree that such payments and benefits are subject to Sections 9 and 10 of the Agreement, which (as noted below) expressly survive my termination of employment and the execution of this General
Release. Such payments and benefits will not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or its Affiliates.
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2. |
Except as provided in paragraphs 4 and 5 below and except for the provisions of the Agreement which
expressly survive the termination of my employment with the Company,