WhiteHawk Minerals Corp.

EX-3.1 · d150033dex31.htm

EX-3.1
 2
 d150033dex31.htm
 EX-3.1

 Exhibit 3.1

 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

 OF
 WHITEHAWK INCOME
CORPORATION
 WhiteHawk Income Corporation, a corporation organized and existing under the laws of the State of Delaware (the
“ Corporation ”), hereby certifies as follows:
 1. The original Certificate of Incorporation of the Corporation was
filed with the Office of the Secretary of State of the State of Delaware on February 18, 2022.
 2. This Amended and Restated
Certificate of Incorporation of the Corporation, which restates, integrates and further amends the Amended and Restated Certificate of Incorporation as heretofore amended and supplemented, was duly adopted by all necessary action of the Board of
Directors of the Corporation and the stockholders of the Corporation in accordance with the provisions of Sections 242, 245 and 228 of the General Corporation Law of the State of Delaware.

 3. The text of the Amended and Restated Certificate of Incorporation of the Corporation as heretofore amended and supplemented is hereby
amended, integrated and restated in its entirety to read in full as follows:
 ARTICLE I.

 The name of the corporation is WhiteHawk Minerals Corp. (the “ Corporation ”).

 ARTICLE II.
 The address
of the Corporation’s registered office in the State of Delaware is 16192 Coastal Highway, in the City of Lewes, County of Sussex, 19958. The name of its registered agent at such address is Harvard Business Services, Inc.

 ARTICLE III.
 The nature
of the business of the Corporation and the objects or purposes to be transacted, promoted or carried on by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the
State of Delaware (the “ DGCL ”), including, without limitation, (i) investing in securities of WhiteHawk Income Operating Partnership L.P., a Delaware limited partnership, or any successor entities thereto
(“ WhiteHawk OpCo ”) and any of its subsidiaries, (ii) exercising all rights, powers, privileges and other incidents of ownership or possession with respect to the Corporation’s assets, including managing, holding,
selling and disposing of such assets and (iii) engaging in any other activities incidental or ancillary thereto.

 ARTICLE IV.

 Section 4.1 Authorized Stock . The total number of shares of all classes of stock that the Corporation is authorized to issue is
three hundred sixty million (360,000,000), consisting of the following three classes:
 (a) Two hundred fifty million (250,000,000) shares
of Class A common stock, with a par value of $0.0001 per share (the “ Class A Common Stock ”);

 (b) One hundred million (100,000,000) shares of Class B common stock, with a par value of $0.0001 per share (the
“ Class B Common Stock ”); and
 (c) Ten million (10,000,000) shares of preferred
stock, with a par value of $0.0001 per share (the “ Preferred Stock ”).
 Section 4.2 Preferred Stock .

 (a) Blank Check Preferred Stock . The Board of Directors is authorized to provide, out of the unissued shares of Preferred Stock,
for the issuance of shares of Preferred Stock in one or more series, and by filing a certificate pursuant to the applicable law of the State of Delaware (such certificate being hereinafter referred to as a “ Preferred Stock
Designation ”), to establish from time to time the number of shares to be included in each such series and to fix the powers, designations, preferences and relative, participating, optional or other special rights, and qualifications,
limitations or restrictions thereof, including, without limitation, the authority to fix or alter the dividend rights, dividend rates, conversion rights, exchange rights, voting powers, rights and terms of redemption (including sinking and purchase
fund provisions), the redemption price or prices, restrictions on the issuance of shares of such series, the dissolution preferences and the rights in respect of any distribution of assets of any wholly unissued series of Preferred Stock and the
number of shares constituting any such series, and the designation thereof, or any of them and to increase (but not above the total number of authorized shares of Preferred Stock) or decrease (but not below the number of shares of such series then
outstanding) the number of shares of any series so created (except where otherwise provided in a Preferred Stock Designation), subsequent to the issue of that series. In case the authorized number of shares of any series shall be so decreased, the
shares constituting such decrease shall, unless otherwise provided in the Preferred Stock Designation, resume the status as authorized, but undesignated Preferred Stock. Without limiting the generality of the foregoing, the resolution or resolutions
providing for the creation and issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Certificate of
Incorporation (including any Preferred Stock Designation). Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by this Certificate
of Incorporation (including any Preferred Stock Designation). There shall be no limitation or restriction on any variation between any of the different series of Preferred Stock as to the designations, powers, preferences and relative,
participating, optional or other special rights, and the qualifications, limitations or restrictions thereof; and the several series of Preferred Stock may vary in any and all respects as fixed and determined by the resolution or resolutions of the
Board of Directors or by a duly authorized committee of the Board of Directors, providing for the issuance of the various series of Preferred Stock.

 2

 (b) Existing Preferred Stock . The number of shares, terms, rights, powers,
preferences, privileges, qualifications, limitations and restrictions of each series of Preferred Stock outstanding immediately prior to the Effective Time (as defined below), each as previously adopted by the Board of Directors, shall continue to
be governed by and subject to the terms and conditions set forth in their respective Preferred Stock Designations, as amended and in effect immediately prior the Effective Time, attached hereto. In the event of any conflict between the provisions of
this Section 4.2 and the terms of any such Preferred Stock Designation, the terms of such Preferred Stock Designation shall control with respect to the applicable series of Preferred Stock. The Board of Directors is authorized to amend, modify,
or supplement the terms of any Preferred Stock Designation, including those attached hereto, to the maximum extent permitted by this Certificate of Incorporation and the General Corporation Law of the State of Delaware.

 Section 4.3 Reclassification of Common Stock . Upon effectiveness of the filing of this Certificate of Incorporation with the
Secretary of the State of Delaware (the “ Effective Time ”), and without any further action required by the Corporation or its stockholders: (i) each share of then existing Class A Common Stock, par value $0.0001
per share (“ Old Class A Common Stock ”), issued and outstanding or held in treasury immediately prior to the Effective Time shall be reclassified into one
(1) validly issued, fully paid and non-assessable share of Class A Common Stock, (ii) each share of Class I Common Stock, par value $0.0001 per share
(“ Class I Common Stock ”), issued and outstanding or held in treasury immediately prior to the Effective Time shall be reclassified into one (1) validly
issued, fully paid and non-assessable share of Class A Common Stock, and (iii) each share of Class T Common Stock, par value $ 0.0001 per share
(“ Class T Common Stock ” and, together with Old Class A Common Stock and Class I Common Stock, the “ Old Common Stock ”), issued
and outstanding or held in treasury immediately prior to the Effective Time shall be reclassified into one (1) validly issued, fully paid and non-assessable share of Class A Common Stock (clauses
(i), (ii) and (iii), collectively, the “ Common Stock Reclassification ”). Each stock certificate that, immediately prior to the Effective Time, represented shares of Old Common Stock shall, from and after the Effective Time,
automatically and without any action on the part of the respective holder thereof, represent the same number of whole shares of Class A Common Stock into which the shares of Old Common Stock represented by such certificate have been
reclassified pursuant to the Common Stock Reclassification, until the same shall be surrendered to the Corporation. No fractional shares of Class A Common Stock shall be issued in connection with the Common Stock Reclassification. In lieu of
any fractional share of Class A Common Stock to which a holder would otherwise be entitled as a result of the Common Stock Reclassification, such fractional share shall be rounded up to the nearest whole share of Class A Common Stock.
Whether or not fractional shares would be issuable upon the Common Stock Reclassification shall be determined on the basis of the total number of shares of Old Common Stock held by such holder immediately prior to the Effective Time and the
aggregate number of shares of Class A Common Stock issuable to such holder upon such Common Stock Reclassification. All share numbers, dollar amounts and other provisions set forth herein give effect to the Common Stock Reclassification.

 3

 Section 4.4 Number of Authorized Shares . The number of authorized shares of any
of the Class A Common Stock, Class B Common Stock, or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) without a separate vote of any holders of shares of Class A Common
Stock, Class B Common Stock or Preferred Stock, unless a separate vote of any such holders is required pursuant to the terms of any Preferred Stock Designation, irrespective of the provisions of Section 242(b)(2) of the DGCL (or any
successor provision thereto).
 Section 4.5 Class A Common Stock and Class B Common
Stock . The powers, preferences and rights of the Class A Common Stock and the Class B Common Stock, and the qualifications, limitations or restrictions thereof are as follows:

 (a) Voting Rights . Except as otherwise required by law,

 (i) Each share of Class A Common Stock shall entitle the record holder thereof as of the applicable record date to one (1) vote per
share in person or by proxy on all matters submitted to a vote of the holders of Class A Common Stock, whether voting separately as a class or otherwise.

 (ii) Each share of Class B Common Stock shall entitle the record holder thereof as of the applicable record date to one (1) vote
per share in person or by proxy on all matters submitted to a vote of the holders of Class B Common Stock, whether voting separately as a class or otherwise.

 (iii) Except as otherwise required by applicable law or this Certificate of Incorporation, the holders of shares of Class A Common Stock
and Class B Common Stock shall vote together as a single class (or, if any holders of shares of Preferred Stock are entitled to vote together with the holders of Class A Common Stock and Class B Common Stock, as a single class with
such holders of Preferred Stock) on all matters submitted to a vote of stockholders of the Corporation.
 (b) Dividends . Subject to
applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or series of stock having a preference over or the right to participate with the Class A Common Stock with respect to the payment of
dividends, dividends may be declared and paid on the Class A Common Stock out of the assets or funds of the Corporation that are by law available therefor, at such times and in such amounts as the Board of Directors in its discretion shall
determine. Other than in connection with a dividend declared by the Board of Directors in connection with a “poison pill” or similar stockholder rights plan, dividends shall not be declared or paid on the Class B Common Stock and
the holders of shares of Class B Common Stock shall have no right to receive dividends in respect of such shares of Class B Common Stock.

 (c) Liquidation Rights . In the event of liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or
involuntary, after payment or provision for payment of the debts and other liabilities of the Corporation and after making provisions for preferential and other amounts, if any, to which the holders of any outstanding series of Preferred Stock or
any class or series of stock having a preference over or the right to participate with the

 4

Class A Common Stock with respect to the distribution of assets of the Corporation upon such dissolution, liquidation or winding up shall be entitled, the remaining assets and funds of the
Corporation available for distribution shall be divided among and paid ratably to the holders of all outstanding shares of Class A Common Stock in proportion to the number of shares held by each such stockholder. The holders of shares of
Class B Common Stock, as such, shall not be entitled to receive any assets of the Corporation in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation. A consolidation, reorganization
or merger of the Corporation with any other Person or Persons (as defined below), a conversion of the Corporation, or a sale of all or substantially all of the assets of the Corporation, shall not be considered to be a dissolution, liquidation or
winding up of the Corporation within the meaning of this Section 4.5(c) .
 (d) Class B
Common Stock .
 (i) (x) shares of Class B Common Stock may be issued only to, and registered only in the name of, the
Continuing Equity Owners (as defined below) and their respective Permitted Transferees (as defined below) in accordance with Section 4.6 (including all subsequent Permitted Transferees) (the Continuing Equity Owners
together with such Persons, collectively, the “ Permitted Class B Owners ”) or in the name of the Corporation and (y) the aggregate number of shares of Class B Common Stock at any
time registered in the name of each such Permitted Class B Owner must be equal to the aggregate number of Common Units (as defined below) held of record at such time by such Permitted Class B Owner under the LP Agreement (as defined
below). As used in this Certificate of Incorporation, (A) “ Continuing Equity Owner ” means certain holders of Common Units (other than the Corporation) of WhiteHawk OpCo, as from time to time set
forth on Exhibit A of the LP Agreement, (B) “ Common Unit ” has the meaning set forth in the Amended and Restated Limited Partnership Agreement of WhiteHawk OpCo, dated as of the date
hereof, as such agreement may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time (the “ LP Agreement ”), and (C) “ Permitted
Transfer ” means a transfer or assignment of Class B Common Stock (or any legal or beneficial interest in such shares) by the holder thereof to any transferee or assignee only to the extent permitted by the LP
Agreement (and a holder of Class B Common Stock, as applicable pursuant to a Permitted Transfer, a “ Permitted Transferee ”) and only if such holder also simultaneously Transfers an equal number of such holder’s
Common Units to such Permitted Transferee, if applicable, in compliance with the LP Agreement.
 (ii) The Corporation shall, to the
fullest extent permitted by law, undertake all necessary and appropriate action within its control to ensure that the number of shares of Class B Common Stock issued by the Corporation at any time to, or otherwise held of record by, any
Permitted Class B Owner shall be equal to the aggregate number of Common Units held of record by such Permitted Class B Owner in accordance with the terms of the LP Agreement.

 (iii) In the event that there is a merger, consolidation, conversion, transfer or Change of Control (as defined below) of the Corporation
that was approved by the Board of Directors prior to such merger, consolidation, conversion, transfer or Change of Control, without limiting the rights of the holders of Class B Common Stock to have their Common Units redeemed or exchanged in
accordance with the LP Agreement, the holders of shares of Class B

 5

Common Stock shall be entitled to receive securities in any such surviving entity that has substantially similar terms, including with respect to economics and structural protections, as the
Class B Common Stock (each, a “ Substantially Equivalent Security ”) or, to the extent a Substantially Equivalent Security is not available in the event of such merger, consolidation, conversion, transfer or Change of
Control of the Corporation, the holders of shares of Class B Common Stock shall otherwise not be entitled to receive more than $0.0001 per share of Class B Common Stock, whether in the form of consideration for such shares or in the form
of a distribution of the proceeds of a sale of all or substantially all of the assets of the Corporation with respect to such shares.

 (iv) Upon the redemption or exchange of any Common Units held by a Permitted Class B Owner pursuant to the terms of the LP Agreement, a
number of shares of Class B Common Stock registered in the name of such Permitted Class B Owner equal to the number of Common Units so redeemed or exchanged shall automatically and without further action on the part of the Corporation or
such Permitted Class B Owner be cancelled for no consideration and retired by the Corporation and shall not be reissued by the Corporation. The Corporation shall take all actions necessary to cause such cancellation and retirement of shares of
Class B Common Stock, including, without limitation, updating its books and records and those of the Transfer Agent to reflect that such shares of Class B Common Stock are no longer outstanding.

 (v) All shares of Class A Common Stock issued upon any redemption of shares of Class B Common Stock and Common Units will, upon
issuance in accordance with the LP Agreement, be validly issued, fully paid and non-assessable.

 (e) Adjustments for Subdivisions, Combinations or Reclassifications of Class A Common Stock and Class B Common
Stock. If the Corporation in any manner subdivides, combines or reclassifies the outstanding shares of Class A Common Stock or Class B Common Stock, the outstanding shares of the other such class shall, concurrently therewith, be
subdivided, combined, or reclassified in the same proportion and manner such that the same proportionate equity ownership between the holders of outstanding Class A Common Stock and Class B Common Stock on the record date for such
subdivision, combination or reclassification is preserved, unless different treatment of the shares of each such class is approved by (i) the holders of a majority of the outstanding Class A Common Stock and (ii) the holders of a
majority of the outstanding Class B Common Stock, each of (i) and (ii) voting as separate classes. In the event of any such subdivision, combination or reclassification, the Corporation shall cause WhiteHawk OpCo to make corresponding
changes to the Common Units to give effect to such subdivision, combination or reclassification, as applicable.
 Section 4.6
 Transfer of Class B Common Stock .
 (a) A holder of Class B Common Stock may surrender and transfer shares
of such Class B Common Stock to the Corporation for cancellation for no consideration at any time. Following the surrender and transfer, or other acquisition, of any shares of Class B Common Stock to or by the Corporation, the Corporation
will take all actions necessary to cancel and retire such shares and such shares shall not be re-issued by the Corporation.

 6

 (b) Except as set forth in Section 4.6(a) , a holder of
Class B Common Stock may Transfer shares of Class B Common Stock only to a Permitted Transferee of such holder, and only if such holder also simultaneously Transfers an equal number of such holder’s Common Units to such Permitted
Transferee in compliance with the LP Agreement. The Transfer restrictions described in this Section 4.6(b) are referred to as the “ Restrictions ”.

 (c) Any purported Transfer of shares of Class B Common Stock in violation of the Restrictions shall be null and void ab initio .
If, notwithstanding the Restrictions, a Person, voluntarily or involuntarily (including by way of a foreclosure), purportedly becomes or attempts to become, the purported owner (the “ Purported Owner ”) of shares of
Class B Common Stock, in violation of the Restrictions, then the Purported Owner shall not obtain any rights in, to or with respect to such shares of (i) Class B Common Stock, and the purported Transfer of the Class B Common
Stock to the Purported Owner shall not be recognized by the Corporation, the Corporation’s transfer agent (the “ Transfer Agent ”) or the Secretary of the Corporation and (ii) each holder of such Class B
Common Stock shall, to the fullest extent permitted by law, automatically, without any further action on the part of the Corporation, the holder thereof, the Purported Owner or any other party, not be entitled to any voting rights with respect to
those shares.
 (d) Upon a determination by the Board of Directors that a Person has attempted or may attempt to Transfer or to acquire
Class B Common Stock in violation of the Restrictions, the Corporation may take such action as it deems necessary or advisable to refuse to give effect to such Transfer or acquisition on the books and records of the Corporation, including
without limitation to cause the Transfer Agent or the Secretary of the Corporation, as applicable, to not record the Purported Owner as the record owner of the Class B Common Stock on the books and records of the Corporation and to institute
proceedings to enjoin or rescind any such Transfer or acquisition.
 (e) The Board of Directors may, to the extent permitted by law, from
time to time establish, modify, amend or rescind, by bylaw or otherwise, regulations and procedures not inconsistent with the provisions of this Section 4.6 for determining whether any Transfer or acquisition of shares of
Class B Common Stock would violate the Restrictions, and for the orderly application, administration and implementation of the provisions of this Section 4.6 . Any such procedures and regulations shall be kept on file
with the Secretary of the Corporation and with the Transfer Agent and shall be made available for inspection by and, upon written request shall be mailed to, any requesting holders of shares of stock of the Corporation.

 Section 4.7 Certificates . All certificates or book entries representing shares of Class B Common Stock shall bear a legend
substantially in the following form (or in such other form as the Board of Directors may determine):

          

 THE SECURITIES REPRESENTED HEREBY ARE SUBJECT

 TO THE RESTRICTIONS (INCLUDING RESTRICTIONS ON

 TRANSFER) SET FORTH IN THE CERTIFICATE OF

 INCORPORATION OF THE CORPORATION AS IT MAY BE

 AMENDED AND/OR RESTATED AND THE LIMITED

          

 7

 PARTNERSHIP AGREEMENT OF WHITEHAWK INCOME

 OPERATING PARTNERSHIP L.P. AS IT MAY BE AMENDED

 AND/OR RESTATED (COPIES OF WHICH ARE ON FILE

 WITH THE SECRETARY OF THE CORPORATION AND

 SHALL BE PROVIDED FREE OF CHARGE TO ANY

 STOCKHOLDER MAKING A REQUEST THEREFOR).

 Section 4.8 Amendment to Preferred Stock Terms .

 Except as otherwise required by law, neither the holders of Class A Common Stock nor Class B Common Stock shall be entitled to vote
on any amendment to this Certificate of Incorporation (including any Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either
separately or together with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation (including any Preferred Stock Designation) or the DGCL.

 Section 4.9 Restrictions on Transfer .

 (a) No holder of any capital stock of the Corporation that acquired its shares thereof prior to the consummation of an underwritten initial
public offering of Class A Common Stock (an “ IPO ,” and each such holder an “ Initial Stockholder ”) shall be permitted to, directly or indirectly, offer, sell, contract to sell, pledge, grant
any option to purchase or otherwise dispose of (collectively, a “ Disposition ”) any Class A Common Stock, or any securities convertible into or exercisable or exchangeable for, or any rights to purchase or otherwise
acquire, which includes engaging in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or reasonably expected to lead or result in a Disposition, held by such Initial Stockholder or acquired by such
Initial Stockholder immediately after the consummation of an IPO, or that may be deemed to be beneficially owned by such Initial Stockholder (collectively, the “ Lock-Up ”),
pursuant to the Securities Act and the Exchange Act, for a period of 365 days following the consummation of the IPO, or such shorter period as determined by the Board of Directors with respect to all Initial Stockholders or any Initial Stockholder,
and with respect to all or any portion of the shares held by any such Initial Stockholder (the “ Lock-Up Period ”); provided that the
 Lock-Up Period shall not be less than 180 days without the prior written consent of the managing underwriter of such IPO. Each Initial Stockholder agrees to execute such agreement as may be reasonably
requested by the managing underwriter of such IPO that is necessary to give further effect hereto; provided that in the event of any conflict or inconsistency between the terms of such separate agreement and this
 Section 4.9 , the terms of such separate agreement shall control; provided further that no such agreement shall be required for the Lock- Up to take effect upon consummation of an IPO. Following the expiration of the Lock-Up Period, the Initial Stockholders may effect a Disposition of all or any portion of their Class A Common Stock, subject to compliance with applicable securities laws, policies of the Corporation, this
Certificate of Incorporation, the bylaws of the Corporation (as amended and/or restated, the “ Bylaws ”) and any other requirements imposed by the Corporation or the transfer agent and registrar with respect to the
Class A Common Stock.

 8

 (b) Notwithstanding Section 4.9(a) , the Lock-Up shall not apply to (i) bona fide gifts, sales or other dispositions of shares of any class of the Corporation’s capital stock, in each case, that are made exclusively between and among an Initial
Stockholder and members of the Initial Stockholder’s family, or affiliates of the Initial Stockholder, including its partners (if a partnership) or members (if a limited liability company); provided that it shall be a condition to any transfer
pursuant to this clause (i) that (A) the transferee/donee, through its subsequent ownership of such transferred shares of Class A Common Stock, is bound by the restrictions set forth in Section 4.9(a) to the same
extent as the transferor/donor, (B) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act and the Exchange Act) to make, and shall agree
to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period, and (C) the Initial Stockholder notifies the managing underwriter
of such IPO at least two business days prior to the proposed transfer or disposition, (ii) any exercise of options or vesting or exercise of any other equity-based award, in each case, under the Corporation’s equity incentive plan or any
other plan or agreement described in the prospectus included in the registration statement on Form S-1 filed in connection with an IPO, including any Class A Common Stock withheld by the Corporation for
the payment of taxes due upon such exercise or vesting; provided that (A) no filing or public announcement by any party under the Exchange Act or otherwise shall be required or shall be voluntarily made in connection with such exercise or
vesting and (B) any Class A Common Stock received upon such exercise or vesting, following any applicable net settlement or net withholding, will also be subject to the Lock-Up; (iii) the
establishment of any contract, instruction or plan that satisfies all of the requirements of Rule 10b5-1 (a “ Rule 10b5-1 Plan ”) under
the Exchange Act; provided, however, that no sales of Class A Common Stock or securities convertible into, or exchangeable or exercisable for, Class A Common Stock, shall be made pursuant to a Rule
 10b5-1 Plan prior to the expiration of the Lock-Up Period; provided further, that the Corporation is not required to report the establishment of such Rule 10b5-1 Plan in any public report or filing with the U.S. Securities and Exchange Commission under the Exchange Act during the Lock-Up Period and does not otherwise voluntarily
effect any such public filing or report regarding such Rule 10b5-1 Plan; and (iv) redemptions of shares of Class B Common Stock and Common Units in accordance with the LP Agreement for shares of
Class A Common Stock; provided, however, that no sales of Class A Common Stock received as a result therefrom shall be made prior to the expiration of the Lock-Up Period.

 (c) Unless the written approval of (i) the managing underwriter of such IPO is obtained with respect to a Disposition prior to the date
that is 180 days following the consummation of an IPO and/or (ii) the Board of Directors is obtained with respect to a Disposition following the date that is prior to the date that is 365 days following the consummation of an IPO, such
purported Disposition shall not be effective to transfer record, beneficial, legal or any other ownership of such Class A Common Stock, and the transferee shall not be entitled to any rights as a stockholder of the Corporation with respect to
the Class A Common Stock purported to be purchased, acquired or transferred in the Disposition (including, without limitation, the right to vote or to receive dividends with respect thereto). Each such share of Class A Common Stock subject
to the Lock-Up Period shall bear the following legend (or any substantially similar legend):

 9

 THE SHARES REPRESENTED HEREBY ARE SUBJECT TO A

 LOCK-UP PERIOD AS SET FORTH IN THE CERTIFICATE OF

 INCORPORATION, AS IT MAY BE AMENDED AND/OR

 RESTATED, OF WHITEHAWK MINERALS CORP.

 ARTICLE V.

 Section 5.1 Shares Reserved for Issuance .

 (a) The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, such
number of shares of Class A Common Stock that shall from time to time be sufficient to effect the exchange of all outstanding Common Units held by the holders of the Class B Common Stock (together with Class B Common Stock) for shares
of Class A Common Stock; provided that nothing contained herein shall be construed to preclude the Corporation from satisfying its obligations in respect of the exchange of the Common Units (together with Class B Common Stock) by delivery
of shares of Class A Common Stock that are held in the treasury of the Corporation.
 (b) The Corporation shall use its best efforts
to cause to be reserved and kept available for issuance at all times a sufficient number of authorized but unissued shares of Class B Common Stock, such number of shares of Class B Common Stock that shall from time to time be sufficient to
effect the issuance of shares of Class B Common Stock to holders of newly issued Common Units for such consideration and for such corporate purposes as the Board of Directors may from time to time determine.

 ARTICLE VI.
 In
furtherance and not in limitation of the powers conferred upon it by the DGCL, the Board of Directors shall have the power to adopt, amend, alter or repeal the Bylaws of the Corporation. The stockholders may not adopt, amend, alter or repeal the
Bylaws of the Corporation unless such action is approved by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting
power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class.

 ARTICLE VII.

 Section 7.1 Ballot . Elections of directors (each such director, in such capacity, a “ Director ” and
collectively the “ Directors ”) need not be by written ballot unless the Bylaws shall so provide.

 Section 7.2 Number of Directors . Except as otherwise provided by the DGCL or this Certificate of Incorporation, the business and
affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Subject to the rights of the holders of any series of Preferred Stock to elect Directors under specified circumstances, the number of Directors shall be
fixed from time to time exclusively by one or more resolutions adopted from time to time by the Board of Directors.

 10

 Section 7.3 Terms of Office . Subject to the special rights of the holders of one
or more outstanding series of Preferred Stock to elect directors, the directors of the Corporation shall be classified with respect to the time for which they severally hold office into three classes, designated as Class I, Class II and
Class III. The initial Class I directors shall serve for a term expiring at the first annual meeting of stockholders following the initial registration of the Corporation’s Class A Common Stock pursuant to the Exchange Act; the
initial Class II directors shall serve for a term expiring at the second annual meeting of stockholders following such registration; and the initial Class III directors shall serve for a term expiring at the third annual meeting of
stockholders following such registration. At each annual meeting of stockholders of the Corporation beginning with the first annual meeting of stockholders following the Effective Time, subject to any special rights of the holders of one or more
outstanding series of Preferred Stock to elect directors, the successors of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year
following the year of their election. Each director shall hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation, disqualification or removal. No decrease in the number of directors shall
shorten the term of any incumbent director. The Board of Directors is authorized to designate members of the Board of Directors already in office as Class I, Class II and Class III.

 Section 7.4 Newly Created Directorships and Vacancies . Subject to the special rights of the holders of one or more outstanding
series of Preferred Stock to elect Directors, except as otherwise provided by law, any vacancies on the Board of Directors resulting from death, resignation, disqualification, retirement, removal or other causes and any newly created directorships
resulting from any increase in the number of Directors shall be filled exclusively by the affirmative vote of a majority of the Directors then in office, even if less than a quorum, or by a sole remaining Director, and shall not be filled by the
stockholders. Any Director appointed in accordance with the preceding sentence shall hold office until the expiration of the term to which such Director shall have been appointed or until his or her earlier death, resignation, retirement,
disqualification, or removal.
 Section 7.5 Removal . Subject to the special rights of the holders of one or more outstanding
series of Preferred Stock to elect Directors, the Board of Directors or any individual Director may be removed from office at any time but only for cause and only by the affirmative vote of the holders of capital stock representing at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all of the then outstanding shares of capital stock of the Corporation entitled to vote thereon, voting
together as a single class.
 Section 7.6 Notice . Advance notice of stockholder nominations for election of Directors and other
business to be brought by stockholders before a meeting of stockholders shall be given in the manner provided by the Bylaws.

 Section 7.7 Preferred Directors . Whenever the holders of any one or more series of Preferred Stock issued by the Corporation shall
have the right, voting separately as a series or separately as a class with one or more such other series, to elect Directors at an annual or special meeting of stockholders, the election, term of office, removal and other features of such
directorships shall be governed by the terms of this Certificate of Incorporation (including any

 11

Preferred Stock Designation) applicable thereto. The number of Directors that may be elected by the holders of any such series of Preferred Stock shall be in addition to the number fixed pursuant
to Section 7.2 hereof, and the total number of Directors constituting the whole Board of Directors shall be automatically adjusted accordingly. Except as otherwise provided by the Board of Directors in the resolution or resolutions establishing
such series, whenever the holders of any series of Preferred Stock having such right to elect additional Directors are divested of such right pursuant to the provisions of this Certificate of Incorporation (including any Preferred Stock
Designation), the terms of office of all such additional Directors elected by the holders of such stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional Directors, shall
forthwith terminate (in which case each such Director thereupon shall cease to be qualified as, and shall cease to be, a Director) and the total authorized number of Directors of the Corporation shall automatically be reduced accordingly.

 ARTICLE VIII.

 Section 8.1 Consent of Stockholders In Lieu of Meeting . Any action required or permitted to be taken by the stockholders of the
Corporation must be effected at an annual or special meeting of the stockholders of the Corporation, and shall not be taken by consent in lieu of a meeting. Notwithstanding the foregoing, any action required or permitted to be taken by the holders
of any series of Preferred Stock, voting separately as a series or separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, to the extent expressly so provided by the
applicable Preferred Stock Designation relating to such series of Preferred Stock, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares of the relevant series of Preferred Stock
having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation in accordance with
the applicable provisions of the DGCL.
 Section 8.2 Special Meetings of Stockholders . Subject to the special rights of the
holders of one or more series of Preferred Stock, special meetings of stockholders of the Corporation may be called, for any purpose or purposes, at any time only by or at the direction of the Board of Directors, the Chairperson of the Board of
Directors, the Chief Executive Officer or President, and shall not be called by any other person or persons.
 ARTICLE IX.

 The Corporation reserves the right to amend, alter, change, adopt or repeal any provision contained in this Certificate of Incorporation, in
the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation; provided, however , that the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required
to amend or repeal, or adopt any provision of this Certificate of Incorporation inconsistent with Sections 4.3, 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9 of Article IV or with Articles V, VI, VII, VIII, IX, X, XII and XIII; provided further ,
that any amendment (including by merger, consolidation conversion, transfer or otherwise) to this Certificate of Incorporation that gives holders of the Class B Common Stock (i) any rights

 12

to receive dividends (other than as set forth in the last sentence of Section 4.5(b) of Article IV) or any other kind of distribution, (ii) any right to convert into or be exchanged for
shares of Class A Common Stock or (iii) any other economic rights (except for payments in cash in lieu of receipt of fractional stock) shall, in addition to the vote of the holders of shares of any class or series of capital stock of the
Corporation required by law or by this Certificate of Incorporation, also require the affirmative vote of the holders of a majority of the voting power of the outstanding shares of Class A Common Stock voting separately as a class.
Notwithstanding the foregoing, any amendment to this Certificate of Incorporation effecting changes set forth in (i) Section 242(d)(1) of the DGCL can be effected without a stockholder vote and (ii) Section 242(d)(2) of the DGCL
shall only require the vote of stockholders set forth in Section 242(d)(2) of the DGCL.
 ARTICLE X.

 Section 10.1 Exculpation . No director or officer of the Corporation shall have any personal liability to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty as a director or officer, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or hereafter may be amended. Any
amendment, repeal or modification of this Article X , or the adoption of any provision of this Certificate of Incorporation inconsistent with this Article X , shall not adversely affect any right or protection of a director or officer of
the Corporation with respect to any act or omission occurring prior to such amendment, repeal, modification or adoption. If the DGCL is amended after approval by the stockholders of this Article X to authorize corporate action further
eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended.

 Section 10.2 Indemnification . The Corporation shall have the power to provide rights to indemnification and advancement of
expenses to its current and former officers, directors, employees and agents and to any person who is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise.
 ARTICLE XI.

 Unless the Corporation consents in writing to the selection of an alternative forum, (a) the Court of Chancery (the “ Chancery
Court ”) of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent
permitted by law, be the sole and exclusive forum for (i) any derivative action, suit or proceeding brought on behalf of the Corporation, (ii) any action, suit or proceeding asserting a claim that is based upon a breach of a fiduciary duty
owed by any current or former director, officer or stockholder of the Corporation to the Corporation or to the Corporation’s stockholders, (iii) any action, suit or proceeding arising pursuant to any provision of the DGCL or the Bylaws or
this Certificate of Incorporation (as either may be amended from time to time) or (iv) any action, suit or proceeding asserting a claim against the Corporation governed by the internal affairs doctrine; and (b) subject to the preceding
provisions of this Article XI , the federal district courts of the United States of America shall be the

 13

exclusive forum for the resolution of any complaint asserting a cause or causes of action arising under the Securities Act, as amended, including all causes of action asserted against any
defendant to such complaint. If any action the subject matter of which is within the scope of clause (a) of the immediately preceding sentence is filed in a court other than the courts in the State of Delaware (a “ Foreign
Action ”) in the name of any stockholder, such stockholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any
such court to enforce the provisions of clause (a) of the immediately preceding sentence and (y) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action
as agent for such stockholder.
 Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation
shall be deemed to have notice of and consented to this Article XI . This Article XI is intended to benefit and may be enforced by the Corporation, its officers and directors, the underwriters to any offering giving rise to such
complaint, and any other professional or entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering. Notwithstanding the foregoing, the
provisions of this Article XI shall not apply to suits brought to enforce any liability or duty created by the Exchange Act, as amended, or any other claim for which the federal courts of the United States have exclusive jurisdiction.

 If any provision or provisions of this Article XI shall be held to be invalid, illegal or unenforceable as applied to any circumstance
for any reason whatsoever, (a) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article XI (including, without limitation, each portion of any paragraph of
this Article XI containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) the application of
such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.
 ARTICLE XII.

 Section 12.1 Section 203 of the DGCL . The Corporation expressly elects not to be governed by
Section 203 of the DGCL and the restrictions and limitations set forth therein.
 Section 12.2 Interested Stockholder
Transactions . Notwithstanding anything to the contrary set forth in this Certificate of Incorporation, the Corporation shall not engage in any Business Combination (as defined below) at any point in time at which the Corporation’s
Class A Common Stock or Class B Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act with any Interested Stockholder (as defined below) for a period of three (3) years following the time that such
stockholder became an Interested Stockholder, unless:
 (a) prior to such time that such stockholder became an Interested Stockholder, the
Board of Directors approved either the Business Combination or the transaction which resulted in such stockholder becoming an Interested Stockholder;

 14

 (b) upon consummation of the transaction which resulted in the stockholder becoming an
Interested Stockholder, the Interested Stockholder owned at least eighty-five percent (85%) of the voting stock (as defined below) of the Corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting
stock outstanding (but not the outstanding voting stock owned by the Interested Stockholder) those shares owned by (A) Persons who are Directors and also officers and (B) employee stock plans in which employee participants do not have the
right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
 (c) at or
subsequent to such time that such stockholder became an Interested Stockholder, the Business Combination is approved by the Board of Directors and authorized at an annual or special meeting of stockholders by the affirmative vote of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of the outstanding shares of capital stock of the Corporation which is not owned by such Interested Stockholder.

 Section 12.3 Definitions . As used in this Certificate of Incorporation, the following terms shall have the following meaning:

 (a) “ Affiliate ” means a Person that directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, another Person and, for purposes of the definition of Affiliate “control,” (including the terms “controlling,” “controlled by” and “under common control
with,”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting stock, by contract, or otherwise. A Person who is the
owner, of twenty percent (20%) or more of the outstanding voting stock of a corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the
evidence to the contrary. Notwithstanding the foregoing, a presumption of control shall not apply where such Person holds voting stock, in good faith and not for the purpose of circumventing this Article XII, as an agent, bank, broker, nominee,
custodian or trustee for one or more owners who do not individually or as a group have control of such entity.
 (b)
“ Associate ”, when used to indicate a relationship with any Person, means: (i) any corporation, partnership, unincorporated association or other entity of which such Person is a Director, officer or partner or is, directly
or indirectly, the owner of twenty percent (20%) or more of any class of shares of voting stock of the Corporation; (ii) any trust or other estate in which such Person has at least a twenty percent (20%) beneficial interest or as to which such
Person serves as trustee or in a similar fiduciary capacity; and (iii) any relative or spouse of such Person, or any relative of such spouse, who has the same residence as such Person.

 (c) “ Business Combination ” means (i) any merger or consolidation of the Corporation or any direct or indirect
majority-owned subsidiary of the Corporation (A) with the Interested Stockholder, or (B) with any other corporation, partnership, unincorporated association or other entity if the merger or consolidation is caused by the Interested
Stockholder and as a result of such merger or consolidation this Article XII is not applicable to the surviving entity; (ii) any sale, lease, exchange, mortgage, pledge, Transfer or other disposition (in one transaction or a series of
transactions), except proportionately as a stockholder of the Corporation, to or with the

 15

Interested Stockholder, whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary of the Corporation which assets have an
aggregate market value equal to ten percent (10%) or more of either the aggregate market value of all the assets of the Corporation determined on a consolidated basis or the aggregate market value of all the outstanding shares of capital stock of
the Corporation; (iii) any transaction which results in the issuance or Transfer by the Corporation or by any direct or indirect majority-owned subsidiary of the Corporation of any stock of the Corporation or of such subsidiary to the
Interested Stockholder, except: (A) pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which securities were outstanding prior to
the time that the Interested Stockholder became such; (B) pursuant to a merger under Section 251(g) of the DGCL (or any successor provision thereto); (C) pursuant to a dividend or distribution paid or made, or the exercise, exchange or
conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which security is distributed, pro rata to all holders of a class or series of stock of the Corporation subsequent to the
time the Interested Stockholder became such; (D) pursuant to an exchange offer by the Corporation to purchase stock made on the same terms to all holders of said stock; or (E) any issuance or Transfer of stock by the Corporation;
 provided , however , that in no case under items (C) through (E) of this subsection shall there be an increase in the Interested Stockholder’s proportionate share of the stock of any class or series of the Corporation or of
the voting stock of the Corporation (except as a result of immaterial changes due to fractional share adjustments); (iv) any transaction involving the Corporation or any direct or indirect majority-owned subsidiary of the Corporation which has the
effect, directly or indirectly, of increasing the proportionate share of the stock of any class or series, or securities convertible into the stock of any class or series, of the Corporation or of any such subsidiary which is owned by the Interested
Stockholder, except as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares of stock not caused, directly or indirectly, by the Interested Stockholder; or (v) any receipt
by the Interested Stockholder of the benefit, directly or indirectly (except proportionately as a stockholder of the Corporation), of any loans, advances, guarantees, pledges, or other financial benefits (other than those expressly permitted in
subsections (i) through (iv) above) provided by or through the Corporation or any direct or indirect majority-owned subsidiary.
 (d)
“ Change of Control ” means the occurrence of any of the following events: (1) any “Person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee
benefit plan of such Person and its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of shares of Class A Common Stock, Class B Common Stock, Preferred Stock and/or any other class or
classes of capital stock of the Corporation (if any) representing in the aggregate more than fifty percent (50%) of the voting power of all of the outstanding shares of capital stock of the Corporation entitled to vote; (2) the stockholders of
the Corporation approve a plan of complete liquidation or dissolution of the Corporation or there is consummated a transaction or series of related transactions for the sale, lease, exchange or other disposition, directly or indirectly, by the
Corporation of all or substantially all of the Corporation’s assets (including a sale of all or substantially all of the assets of WhiteHawk OpCo); (3) there is consummated a merger or consolidation of the Corporation with any other
corporation or entity,

 16

and, immediately after the consummation of such merger or consolidation, the voting securities of the Corporation immediately prior to such merger or consolidation do not continue to represent,
or are not converted into, voting securities representing more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the Person resulting from such merger or consolidation or, if the surviving company is a
subsidiary, the ultimate parent thereof; or (4) the Corporation or one of its subsidiaries ceases to be the sole general partner or otherwise no longer has voting control over WhiteHawk OpCo; provided, however, that a “Change of
Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of related transactions immediately following which (a) the beneficial owners of the Class A Common Stock, Class B Common
Stock, Preferred Stock and/or any other class or classes of capital stock of the Corporation immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in and voting control over,
and own substantially all of the shares of, an entity which owns all or substantially all of the assets of the Corporation immediately following such transaction or series of transactions or (b) in the case of the foregoing clauses (1) or
(3), the Continuing Equity Owners are the “beneficial owner” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of
shares of Class A Common Stock, Class B Common Stock, Preferred Stock and/or any other class or classes of capital stock of the Corporation (if any) representing in the aggregate more than fifty percent (50%) of the voting power of all of
the outstanding shares of capital stock of the Corporation entitled to vote (or, in the case of a transaction described in the foregoing clause (3), more than fifty percent (50%) of the combined voting power of the then outstanding voting securities
of the Person resulting from such merger or consolidation or, if the surviving company is a subsidiary, the ultimate parent thereof).
 (e)
“ Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended, and any applicable rules and regulations promulgated thereunder, and any successor to such statute, rules or regulations.

 (f) “ Interested Stockholder ” means any Person (other than the Corporation and any direct or indirect majority-owned
subsidiary of the Corporation) that (i) is the owner of fifteen percent (15%) or more of the outstanding voting stock of the Corporation, or (ii) is an Affiliate of the Corporation and was the owner of fifteen percent (15%) or more of the
outstanding voting stock of the Corporation at any time within the three-year period immediately prior to the date on which it is sought to be determined whether such Person is an Interested Stockholder, and the Affiliates and Associates of such
Person. Notwithstanding anything in this Article XII to the contrary, the term “Interested Stockholder” shall not include the Continuing Equity Owners. For the purpose of determining whether a Person is an Interested Stockholder,
the voting stock of the Corporation deemed to be outstanding shall include stock deemed to be owned by the Person through application of the definition of “owner” below but shall not include any other unissued stock of the Corporation
which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

 17

 (g) “ owner ,” including the terms “own” and
“owned,” when used with respect to any stock, means, for purposes of this Article XII , a Person that individually or with or through any of its Affiliates or Associates:

 (i) beneficially owns such stock, directly or indirectly;

 (ii) has (A) the right to acquire such stock (whether such right is exercisable immediately or only after the passage of time) pursuant
to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the owner of stock tendered pursuant to a tender or
exchange offer made by such Person or any of such Person’s Affiliates or Associates until such tendered stock is accepted for purchase or exchange; or (B) the right to vote such stock pursuant to any agreement, arrangement or
understanding; provided, however, that a Person shall not be deemed the owner of any stock because of such Person’s right to vote such stock if the agreement, arrangement or understanding to vote such stock arises solely from a revocable proxy
or consent given in response to a proxy or consent solicitation made to ten (10) or more Persons; or
 (iii) has any agreement,
arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent as described in clause (B) of subsection (ii) above), or disposing of such stock with any other person that
beneficially owns, or whose Affiliates or Associates beneficially own, directly or indirectly, such stock.
 (h)
“ Person ” means any individual, corporation, partnership, limited liability company, unincorporated association or other entity.

 (i) “ Securities Act ” means the U.S. Securities Act of 1933, as amended, and applicable rules and regulations
promulgated thereunder, and any successor to such statute, rules or regulations.
 (j) “ stock ” means, for
purposes of this Article XII , with respect to any corporation, capital stock and, with respect to any other entity, any equity interest.

 (k) “ Transfer ” (and, with a correlative meaning, “ Transferring ”) means any sale, transfer,
assignment, redemption or other disposition of (whether directly or indirectly, whether with or without consideration and whether voluntarily or involuntarily or by operation of law) (a) any interest (legal or beneficial) in any shares of
capital of stock of the Corporation or (b) any equity or other interest (legal or beneficial) in any stockholder if substantially all of the assets of such stockholder consist solely of shares of capital stock of the Corporation; provided,
however, that the following shall not be considered a Transfer:
 (i) the granting of a revocable proxy to officers or directors of the
Corporation at the request of the Board of Directors in connection with (i) actions to be taken at an annual or special meeting of stockholders, or (ii) any other action of the stockholders permitted by this Certificate of Incorporation;

 18

 (ii) the pledge of shares of Class B Common Stock by a stockholder that creates a mere
security interest in such shares pursuant to a bona fide loan or indebtedness transaction for so long as such stockholder continues to exercise voting control over such pledged shares; provided, however, that a foreclosure on such shares or other
similar action by the pledgee shall constitute a Transfer unless such foreclosure or similar action qualifies as a Permitted Transfer at such time; or

 (iii) entering into a support, voting, tender or similar agreement or arrangement (with or without granting a proxy) or tendering any shares
in any tender or exchange offer for all of the outstanding shares of Class A Common Stock and Class B Common Stock, in each case, in connection with a Change of Control transaction, sale of all or substantially all assets, or any merger,
consolidation or other business combination involving the Corporation, whether effectuated through one transaction or series of related transactions, that, in each case, has been approved by the Board of Directors.

 (l) “ voting stock ” means stock of any class or series entitled to vote generally in the election of Directors and,
with respect to any entity that is not a corporation, any equity interest entitled to vote generally in the election of the governing body of such entity. Every reference in this Article XII to a percentage or proportion of voting stock shall
refer to such percentage or other proportion of the votes of such voting stock.
 ARTICLE XIII.

 If any provision or provisions of this Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any
Person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Certificate of
Incorporation (including, without limitation, each portion of any sentence of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or
unenforceable) and the application of such provision to other Persons and circumstances shall not in any way be affected or impaired thereby. When the terms of this Certificate of Incorporation refer to a specific agreement or other document or a
decision by any body, person or entity to determine the meaning or operation of a provision hereof, the Secretary of the Corporation shall maintain a copy of such agreement, document or decision at the principal executive offices of the Corporation,
which shall be publicly available with the Corporation’s public filings or, to the extent not publicly available, a copy thereof shall be provided free of charge to any stockholder who makes a request therefor. Unless otherwise provided in
this Certificate of Incorporation, a reference to any specific agreement or other document shall be deemed a reference to such agreement or document as amended from time to time in accordance with the terms of such agreement or document.

 [ Signature Page Follows ]

 19

 IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of
Incorporation to be signed on this 10th day of June, 2026.

 WHITEHAWK INCOME CORPORATION

 By:

 /s/ Daniel Herz

 Name:

 Daniel Herz

 Title:

 Chief Executive Officer and President

 [Attachments]

 State of Delaware

 Secretary of State

 Division of Corporations

 Delivered 09:22 AM 02/01/2024

 FILED 09:22 AM 02/01/2024

 SR 20240317758 - File Number 6629465

 CERTIFICATE OF DESIGNATIONS OF

 SERIES B PREFERRED STOCK OF

 WHITEHAWK INCOME CORPORATION

 WhiteHawk Income Corporation, a Delaware corporation (the “Company”), hereby certifies that,
pursuant to the provisions of Sections 103, 141 and 151 of the General Corporation Law of the State of Delaware, on February 1, 2024, the board of directors of the Company (the “Board’’) adopted the resolution shown
immediately below, which resolution is now, and at all times since its date of adoption has been in full force and effect:

 RESOLVED, that pursuant to the provisions of the Amended and Restated Certificate of incorporation of the Company (as such may
be amended, modified or restated from time to time, the “Amended and Restated Charter”), which authorizes 400,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”), and
the authority thereby vested in the Board, a series of Preferred Stock be, and it is hereby, created, and that the designation and number of shares of such series, and the voting and other powers, preferences and relative, participating, optional or
other rights, and the qualifications, limitations and restrictions thereof are as set forth in the Amended and Restated Charter and this Certificate of Designations, as it may be amended from time to time (the “Certificate of
Designations”) as follows:
 SECTION 1. Designation and Number of Shares. Pursuant to the Amended and Restated Charter,
there is hereby created out of the authorized and unissued shares of Preferred Stock a series of Preferred Stock consisting of 50,000 shares of Preferred Stock designated as “Series B Preferred Stock” (the “Series B Preferred
Stock’’). To the extent not prohibited by the Amended and Restated Charter, the provisions hereof or other provisions of applicable law, such number of shares may be increased or decreased by resolution of the Board; provided,
however, that no decrease shall reduce the number of shares of Series B Preferred Stock to less than the number of shares of Series B Preferred Stock then outstanding. Shares of the Series B Preferred Stock that are redeemed, purchased or
otherwise acquired by the Company shall be cancelled, and shall revert to authorized but unissued shares of Preferred Stock undesignated as to series and subject to later issuance.

 SECTION 2. Rank. The Series B Preferred Stock shall, as to the payment of dividends and the distribution of assets upon the
liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, rank (i) pari passu with the Company’s Series A Preferred Stock and any other classes or series of Preferred Stock if, pursuant to the specific terms of
such class or series of Preferred Stock, holders of such Preferred Stock and the holders of Series B Preferred Stock are entitled to receipt of dividends and of amounts distributable upon dissolution, liquidation or winding up without preference or
priority one over the other (such other classes or series of Preferred Stock, the “Pari Securities”) (ii) senior to each class or series of the Company’s Common Stock, par value $0.0001 per share (the
 “Common Stock”) and any other capital stock of the Company if the holders of Series B Preferred Stock are entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding up in
preference or priority to the holders of shares of such other capital stock (such securities collectively referred to herein as the “Junior Securities”) and (iii) junior to all existing or future indebtedness and any other
classes or series of Preferred Stock if, pursuant to the specific terms of such class or series of Preferred Stock, the holders of such Preferred Stock are entitled to the receipt of dividends or of amounts distributable upon liquidation,
dissolution or winding up in preference or priority to the holders of Series B Preferred Stock.

 1

 SECTION 3. Certification. The shares of Series B Preferred Stock may be issued as
certificated stock or in uncertificated, book-entry form as permitted by the bylaws of the Company and the Delaware General Corporation Law.

 SECTION 4. Voting. The holders of the Series B Preferred Stock shall have no voting rights, and shall not be entitled to any vote with
respect to shares of Series B Preferred Stock held of record by a Holder on any matters on which any of the Company’s stockholders are entitled to vote, except as required by law; provided, the Board shall not amend the terms of the
Series B Preferred Stock or this Certificate of Designations without the consent of the holders of Series B Preferred Stock.
 SECTION 5.
 Dividends. Holders are entitled to a monthly preferred cumulative dividend at an annualized rate of ten percent (10%), subject to a dividend declaration by the Board. Dividends on each share of Series B Preferred Stock shall accrue on a
monthly basis from and including the date of issuance, whether or not the Company has assets legally available to make payment thereof. Dividends shall accumulate from the most recent date through which dividends shall have been paid, or, if no
dividends have been paid, from the date of issuance.
 SECTION 6. Redemption.

 a. WhiteHawk Redemption . Following the first anniversary of the date on which a share of Series B Preferred Stock was issued, subject
to the restrictions described herein and the provisions of applicable law, the Company shall have the right, but not the obligation, upon not less than ten (10) and not more than ninety (90) calendar days’ notice, to redeem such Series B
Preferred Stock at a redemption price of the Stated Value, plus all accrued and unpaid dividends thereon (the “Settlement Amount’’ and such a redemption, a “WhiteHawk Redemption”). For the
avoidance of doubt, the Holder Optional Redemption Fee shall not be charged upon a WhiteHawk Redemption.
 b. Holder Optional
Redemption .

 i.
 Subject to the restrictions described herein and the provisions of applicable law, each holder of Series B
Preferred Stock is entitled to request that the Company redeem the shares of Series B Preferred Stock held by such Holder (a “Holder Optional Redemption”) at any time.

 ii.
 The Holder Optional Redemption is subject to a redemption limit of two percent (2%) of the number of
outstanding shares of Series B Preferred Stock per month (measured using the number of outstanding Series B Preferred Stock as of the end of the immediately preceding month) and no more than five (5%) of the number of outstanding shares of Series B
Preferred Stock per calendar quarter (measured using the number of outstanding Series B Preferred Stock as of the end of the prior calendar quarter) (collectively, the “Holder Optional Redemption Limit”). If requested
redemptions exceed the Holder Optional Redemption Limit in any month or quarter, such redemptions will be made on a pro rata basis among the shares of Series B Preferred Stock submitted for redemption.

 2

 iii.
 The Company shall settle the Holder Optional Redemption in cash by paying the Holder the Settlement Amount
 minus the Holder Optional Redemption Fee.

 iv.
 Holders of Series B Preferred Stock must exercise the Holder Optional Redemption by delivering a notice of
redemption, effective as of the last Business Day of the month, at least five ( 5) days prior to the last Business Day of the month.

 v.
 Upon the exercise of the Holder Optional Redemption, a “Holder Optional Redemption Fee”
 shall be charged as follows: (a) prior to the first anniversary of issuance, ten percent (10%) of the Stated Value, (b) on or after the first anniversary of issuance but prior to the second anniversary of issuance, eight percent (8%) of the
Stated Value, (c) on or after the second anniversary of issuance but prior to the third anniversary of issuance, six percent (6%) of the Stated Value and (d) on or after the third anniversary of issuance, zero percent (0%) of the Stated Value.
WhiteHawk may waive the Holder Optional Redemption Fee in its sole discretion.

 c. Redemption Due to
Death or Disability . Subject to certain restrictions, beginning on the date of original issuance and ending on the third anniversary of the date of issuance, the Company may redeem shares of Series B Preferred Stock from a beneficial owner who
is a natural person (including a natural person who holds shares of Series B Preferred Stock through an individual Retirement Account or in a personal or estate planning trust) upon his or her disability or death at the written request of the
beneficial owner or the beneficial owner’s estate at a redemption price equal to the Settlement Amount (for the avoidance of doubt, without application of the Holder Optional Redemption Fee). If been requested due to disability, the disability
must meet the definition of Section 72(m)(7) of the futemal Revenue Code and the condition causing the qualifying disability must not have been pre-existing on the date that the holder of Series B Preferred Stock became a Holder. In the case of
death or disability, such a written request must be supported by verifiable documentation which is acceptable in the sole discretion of WhiteHawk. Redemption due to death or disability will not be included in the Holder Optional Redemption Limit.

 d. Triggered Redemption . In the event of a Series B Triggered Redemption Event, the Company shall redeem all of the
outstanding Series B Preferred Stock no later than sixty (60) days after the completion of such Series B Triggered Redemption Event, at a redemption price of the Settlement Amount.

 SECTION 7. Shares to be Retired. All shares of Series B Preferred Stock redeemed by the Company in accordance with
 Section 6 shall be retired and cancelled and shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series.

 3

 SECTION 8. Liquidation, Dissolution or Winding Up of the Company. In the event of a
voluntary or involuntary liquidation, dissolution or winding up of the Company, subject to (i) the rights of the holders of the Company’s debt and (ii) the proportionate rights of the holders of the Series A Preferred Stock and any other Pari
Securities, the holders of Series B Preferred Stock will first be entitled to receive the Stated Value, plus an amount equal to any accrued but unpaid cumulative dividends to, but not including, the date of payment, before any distribution of assets
is made to holders of any Junior Securities. After the payment or provision for the Company’s debts and other liabilities and payment to the holders of the Company’s Preferred Stock, the remaining funds and assets available for
distribution shall be distributed among the holders of Common Stock.
 SECTION 9. Severability. In the event any provision of these
terms for the Series B Preferred Stock is for any reason held by a court of competent jurisdiction to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and these terms
for the Series B Preferred Stock shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

 SECTION 10. Miscellaneous.

 a. Transfers of Series B Preferred Stock held in uncertificated, book-entry form shall be made only upon the transfer books of the Company
kept at an office of the transfer agent upon receipt of proper transfer instructions from the registered owner of such uncertificated shares, or from a duly authorized attorney or from an individual presenting proper evidence of succession,
assignment or authority to transfer the stock. The Company may refuse any requested transfer until furnished evidence satisfactory to it that such transfer is proper.

 b. The shares of Series B Preferred Stock shall not be subject to the operation of any retirement or sinking fund. The shares of Series B
Preferred Stock shall not be convertible into, or exchangeable for, shares of stock of any other class or classes, or of any other series of the same class.

 c. All notices and other communications given or made hereunder shall be in writing and shall be deemed effectively given upon the earlier of
actual receipt, or (i) personal delivery to the party to be notified, (ii) when sent, if sent by electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the next Business Day, (iii) five
days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery,
with written verification of receipt. Notice to any Holder shall be given to the registered address set forth in the Company’s records for such Holder.

 d. With respect to any notice to a Holder required to be provided hereunder, neither failure to send such notice, nor any defect therein or in
the sending thereof, to any particular Holder shall affect the sufficiency of the notice or the validity of the proceedings referred to in such notice with respect to the other Holders or affect the legality or validity of any vote upon any such
action (assuming due and proper notice to such other Holders). Any notice which was sent in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Holder actually receives the notice.

 4

 e. The shares of Series B Preferred Stock shall be issuable only in whole shares.

 f. Any payments required to be made hereunder on any day that is not a Business Day shall be made on the next succeeding Business Day without
interest or additional payment for such delay. All payments required hereunder shall be made by wire transfer of immediately available funds in United States Dollars to the Holders in accordance with the payment instructions as such Holders may
deliver by written notice to the Company from time to time.
 g. The shares of Series B Preferred Stock shall have no preemptive or
subscription rights, except those that may be expressly provided by contract.
 SECTION 11 . Definitions.

 a. “Business Day” means any weekday that is not a day on which banking institutions in New York, New York are
authorized or required by law, regulation or executive order to be closed.
 b. “Holder” means, unless the
context otherwise indicates or requires, a holder of record of a share of Series B Preferred Stock, as reflected in the transfer books of the Company.

 c. “Series B Triggered Redemption Event” means: (i) the sale, transfer or other disposition, in a single transaction
or series of related transactions of all or substantially all of the Company’s assets, (ii) a merger or consolidation transaction into another entity where immediately following the consummation of such transaction, the holders of Common Stock
will receive the interests of another entity, or (iii) the closing of the transfer (whether by merger, consolidation or otherwise) of the Company’s capital stock if, after such closing, the beneficial owner ( as defined under the Securities
Exchange Act of 1934, as amended) would acquire more than fifty percent (50%) of the outstanding voting securities of the Company (or the surviving or acquiring entity).

 d. “Stated Value” means $1,000 per share of Series B Preferred Stock.

 [Signature page follows]

 5

 IN WITNESS WHEREOF, the Company has caused this Certificate of Designations to be signed by
its undersigned duly authorized officer.

 WHITEHAWK INCOME CORPORATION

 By:

 /s/ Daniel C. Herz

 Name:

 Daniel C. Herz

 Title:

 Chief Executive Officer

 [ Signature Page to
Series B Certificate of Designations ]

 CERTIFICATE OF INCREASE

 OF
 WHITEHAWK INCOME
CORPORATION
 WhiteHawk Income Corporation, a Delaware corporation (the “ Corporation ”), certifies as follows:

 First: The Corporation filed a Certificate of Designations of Series B Preferred Stock of the Corporation with the Office of the
Secretary of State of the State of Delaware authorizing 50,000 shares of Series B Preferred Stock.
 Second: The Board of Directors
of the Corporation adopted a resolution authorizing and directing that the authorized number of shares of Series B Preferred Stock be increased to 100,000 shares.

 [Signature Page Follows]

 State of Delaware

 Secretary of State
 Division of
Corporations
 Delivered 08:02 AM 05/08/2026

 FILED 08:02 AM 05/08/2026
 SR
20262368495 - File Number 6629465

 IN WITNESS WHEREOF, the Corporation has caused this Certificate of Increase to be
executed by its duly authorized officer on the date set forth below.

 WHITEHAWK INCOME CORPORATION

 By:

 /s/ Daniel Herz

 Name:

 Daniel Herz

 Title:

 Chief Executive Officer

 Date:

 May 7, 2026

 State of Delaware

 Secretary of State

 Division of Corporations

 Delivered 04:26 PM 03/30/2026

 FILED 04:26 PM 03/30/2026

 SR 20261477249 - File Number 6629465

 CERTIFICATE OF DESIGNATIONS OF PREFERRED STOCK OF

 WHITEHAWK INCOME CORPORATION

 WhiteHawk Income Corporation, a Delaware corporation (the “Company”), hereby certifies that, pursuant to the
provisions of Sections 103, 141 and 151 of the General Corporation Law of the State of Delaware, on March 30, 2026, the board of directors of the Company (the “Board”) adopted the resolution shown immediately below, which
resolution is now, and at all times since its date of adoption has been in full force and effect:
 RESOLVED, that pursuant to the
provisions of the Amended and Restated Certificate of Incorporation of the Company (as such may be amended, modified or restated from time to time, the “Amended and Restated Charter”), which authorizes 400,000 shares of
preferred stock, par value $0.0001 per share (the “Preferred Stock”), and the authority thereby vested in the Board, a series of Preferred Stock be, and it is hereby, created, and that the designation and number of shares
of such series, and the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof are as set forth in the Amended and Restated Charter and this
Certificate of Designations, as it may be amended from time to time (the “Certificate of Designations”) as follows:

 SECTION 1. Designation and Number of Shares. Pursuant to the Amended and Restated Charter, there is hereby created out of
the authorized and unissued shares of Preferred Stock a series of Preferred Stock consisting of 37,780 shares of Preferred Stock designated as “Series D Preferred Stock” (the “Series D Preferred Stock”). To the
extent not prohibited by the Amended and Restated Charter, the provisions hereof or other provisions of applicable law, such number of shares may be increased or decreased by resolution of the Board; provided, however, that no decrease shall
reduce the number of shares of Series D Preferred Stock to less than the number of shares of Series D Preferred Stock then outstanding. Shares of the Series D Preferred Stock that are redeemed, purchased or otherwise acquired by the Company shall be
cancelled, and shall revert to authorized but unissued shares of Preferred Stock undesignated as to series and subject to later issuance.

 SECTION 2. Rank The Series D Preferred Stock shall, as to the payment of dividends and the distribution of assets upon
the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, rank senior to each class or series of the Company’s Common Stock par value $0.0001 per share (the “Common Stock’’)
 and any other class or series of capital stock of the Company, including but not limited to the Company’s Series B Preferred Stock (such securities collectively referred to herein as the “Junior Securities”).

 SECTION 3. Uncertificated Shares. The shares of Series D Preferred Stock shall be in uncertificated, book-entry form
as permitted by the bylaws of the Company and the Delaware General Corporation Law.
 SECTION 4. Voting.

 (a) Except as set forth in this Certificate of Designations, the holders of the Series D Preferred Stock shall have no voting rights, and
shall not be entitled to any vote with respect to shares of Series D Preferred Stock held of record by a Holder on any matters on which any of the Company’s stockholders are entitled to vote, except as set forth in this Certificate of
Designations or as required by law.

 (b) Notwithstanding the foregoing, at any time when any shares of Series D Preferred Stock
are outstanding the Company shall not, either directly or indirectly by amendment, merger, consolidation or otherwise, do any of the following without the consent of the then-holders of Series D Preferred Stock:

 (i) other than pursuant to that certain Note Purchase Agreement, dated as of September 17, 2024, by and among the Company,
Pacific Indemnity Company, EIG River Energy Partners, L.P., EIG Upstream Partners, L.P., EIG Blandelier Partners, L.P., U.S. Bank Trust Company, National Association and each of the guarantors thereunder (as may be amended, supplemented or otherwise
modified from time to time, the “EIG Note Purchase Agreement”), guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness except for trade accounts of the Company or
any subsidiary arising in the ordinary course of business;
 (ii) incur any indebtedness, other than trade credit incurred
in the ordinary course of business or pursuant to the EIG Note Purchase Agreement; and
 (iii) other than the Series D
Preferred Stock, create or issue or obligate itself to issue shares of, or reclassify, any capital stock unless the same ranks junior to the Series D Preferred Stock with respect to its special rights, powers and preferences.

 SECTION 5. Dividends.

 (a) Dividends on each share of Series D Preferred Stock shall (i) accrue on a daily basis at the Dividend Rate from and including the date of
issuance, whether or not the Company has assets legally available to make payment thereof and (ii) be payable monthly in arrears on each Dividend Payment Date. Dividends shall accumulate from the most recent date through which dividends shall have
been paid, or, if no dividends have been paid, from the date of issuance.
 (b) No dividend or distribution shall be declared and paid on
any class or series of capital stock of the Company unless all dividends are declared and paid with respect to the Series D Preferred Stock pursuant to Section 5(a) .

 (c) If the Company does not redeem all of the shares of Series D Preferred Stock prior to the Dividend Cutoff Date, the Company shall not
declare, pay or set aside any distributions or dividends with respect to any class or series of capital stock of the Company until all of the shares of Series D Preferred Stock have been redeemed and the Holders have received the Minimum Return.

 (d) Prior to declaring any dividend with respect to shares of any class or series of capital stock of the Company in accordance with this
Section 5, the Company shall take any and all prior corporate action necessary to authorize any corporate action in respect of the Series D Preferred Stock required under this Certificate of Designations.

 SECTION 6. Optional Redemption; Mandatory Redemption.

 (a) Subject to compliance with the provisions of applicable law, the Company shall have the right, but not the obligation, to redeem the
Series D Preferred Stock, in whole or in part, at any time and from time to time, at a redemption price of $1,000 per share of Series D Preferred Stock, plus all accrued and unpaid dividends thereon, if any (such agreement amount, the
 “Redemption Price”) , by delivering written notice thereof (a “Notice of Optional Redemption”) to each Holder and the Company’s transfer agent (if any) at least three (3)
Business Days prior to the date designated therein for such redemption. Upon the exercise of the optional redemption right set forth in this Section 6(a ) with respect to any share of Series D Preferred Stock that is the last share of Series D
Preferred Stock held by a Holder, in addition to the Redemption Price, if applicable, the Company shall pay an additional dividend, if required, such that, together with the payment of the Redemption Price and all dividends paid with respect to such
Holder in the aggregate, such Holder shall have received the Minimum Return (such additional dividend, the “Minimum Return Payment”).

 (b) In the event that (i) there is a Deemed Liquidation Event, (ii) the Company ceases, or is deemed to have ceased, to conduct business,
(iii) any legal proceeding by any judgment creditor is commenced against the Company to attach or levy upon any material property of the Company, which is not dismissed within 45 days, (iv) the Company shall become the subject of any bankruptcy
(including, without limitation, any reorganization under Chapter 11 of Title 11 of the United States Code and /or its foreign equivalent), insolvency, receivership, liquidation (including, without limitation, any liquidation under Chapter 7 of Title
11 of the United States Code and/or its foreign equivalent), or dissolution under applicable law or statute, or (v) the Company shall make a general assignment for the benefit of its creditors (each, a “Mandatory Redemption
Trigger”) , then, in the case of each of the foregoing, the Company shall be required to redeem all of the issued and outstanding Series D Preferred Stock at the Redemption Price, accompanied by the Minimum Return Payment,
if applicable.
 (c) As promptly as possible following the delivery of a Notice of Optional Redemption (but no earlier than three (3) days
thereafter) or upon a Mandatory Redemption Trigger, each Holder specified, as applicable, to be redeemed by the Company shall have such Holder’s shares of Series D Preferred Stock to be redeemed by the Company exchanged for the Redemption
Price, accompanied by the Minimum Return Payment, if applicable.
 (d) If, on the date of any redemption pursuant to this Section 6 ,
Delaware law governing distributions to stockholders prevents the Company from redeeming all shares of Series D Preferred Stock to be redeemed pursuant to this Section 6 , the Company shall ratably redeem the maximum number of shares of Series
D Preferred Stock that it may redeem consistent with such law, and shall use best efforts to ameliorate such condition and redeem the remaining shares of Series D Preferred Stock as soon as it may lawfully do so under such law. For the avoidance of
doubt, (i) all rights with respect to the shares of Series D Preferred Stock redeemed pursuant to this Section 6 and (ii) the Company’s obligation to pay dividends with respect to such shares of Series D Preferred Stock if, as and when
declared by the Board of Directors will terminate only upon the Redemption Price, accompanied by the Minimum Return Payment, if applicable, being paid in full and in cash in respect of such shares of Series D Preferred Stock.

 SECTION 7. Shares to be Retired. All shares of Series D Preferred Stock
redeemed by the Company in accordance with Section 6 shall be retired and cancelled and shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series.

 SECTION 8. Liquidation, Dissolution or Winding Up of the Company. In the event of a voluntary or involuntary liquidation,
dissolution or winding up of the Company (a “Liquidation Event”) , holders of the Series D Preferred Stock will first be entitled to receive the Minimum Return before any distribution of assets is made to
holders of any Junior Securities. After the payment of the Minimum Return to the holders of the Series D Preferred Stock, the remaining assets of the Company shall be distributed ratably to the holders of the Common Stock and any other Junior
Securities in accordance with their rights and preferences.
 SECTION 9. Severability. In the event any provision of
these terms for the Series D Preferred Stock is for any reason held by a court of competent jurisdiction to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and these
terms for the Series D Preferred Stock shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

 SECTION 10. Miscellaneous.

 (a) Transfers of Series D Preferred Stock held in uncertificated, book-entry form shall be made only upon the transfer books of the Company
kept at an office of the transfer agent upon receipt of proper transfer instructions from the registered owner of such uncertificated shares, or from a duly authorized attorney or from an individual presenting proper evidence of succession,
assignment or authority to transfer the stock. The Company may refuse any requested transfer until furnished evidence satisfactory to it that such transfer is proper.

 (b) The shares of Series D Preferred Stock shall not be subject to the operation of any retirement or sinking fund. The shares of Series D
Preferred Stock shall not be convertible into, or exchangeable for, shares of stock of any other class or classes, or of any other series of the same class.

 (c) All notices and other communications given or made hereunder shall be in writing and shall be deemed effectively given upon the earlier of
actual receipt, or (i) personal delivery to the party to be notified, (ii) when sent, if sent by electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the next Business Day, (iii) five
days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery,
with written verification of receipt. Notice to any Holder shall be given to the registered address set forth in the Company’s records for such Holder.

 (d) With respect to any notice to a HoIder required to be provided hereunder, neither failure to send such notice, nor any defect therein or
in the sending thereof, to any particular Holder shall affect the sufficiency of the notice or the validity of the proceedings referred to in such notice with respect to the other Holders or affect the legality or validity of any vote upon any such
action (assuming due and proper notice to such other Holders). Any notice which was sent in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Holder actually receives the notice.

 (e) Any payments required to be made hereunder on any day that is not a Business Day shall
be made on the next succeeding Business Day without interest or additional payment for such delay. All payments required hereunder shall be made by wire transfer of immediately available funds in United States Dollars to the Holders in accordance
with the payment instructions as such Holders may deliver by written notice to the Company from time to time.
 (f) The shares of Series D
Preferred Stock shall have no preemptive or subscription rights, except those that may be expressly provided by contract.
 SECTION 11.
 Definitions.
 (a) “Business Day” means any weekday that is not a day on which banking
institutions in New York, New York are authorized or required by law, regulation or executive order to be closed.
 (b)
 “Dividend Cutoff Date” means December 31, 2028.
 (c) “Dividend Payment Date” means the
first day of each month; provided, that, if any such Dividend Payment Date is not a Business Day, then the applicable dividend shall be payable on the next Business Day immediately following such Dividend Payment Date, without any interest or
additional accrual (other than any such accrual that is payable on the subsequent Dividend Payment Date).
 (d) “Dividend
Rate” means (i) from and including the Closing to December 31, 2027, 14% per annum and (ii) after December 31, 2027, 18% per annum.

 (e) “Deemed Liquidation Event” means:

 (i) a merger, consolidation, statutory conversion, transfer, domestication, or continuance in which (A) the Company is a
constituent party; or (B) a subsidiary of Company is a constituent party and the Company issues shares of its capital stock pursuant to such merger or consolidation, except any such merger, consolidation, statutory conversion, transfer,
domestication, or continuance involving the Company or a subsidiary in which the shares of capital stock of the Company outstanding immediately prior to such merger, consolidation, statutory conversion, transfer, domestication, or continuance
continue to represent, or are converted into or exchanged for shares of capital stock or other equity interests that represent, immediately following such merger, consolidation, statutory conversion, transfer, domestication, or continuance, a
majority, by voting power, of the capital stock or other equity interests of ( 1) the surviving or resulting corporation or entity; or (2) if the surviving or resulting corporation or entity is a wholly owned subsidiary of another corporation or
entity immediately following such merger, consolidation, statutory conversion, transfer, domestication, or continuance, the parent corporation or entity of such surviving or resulting corporation or entity; or

 (ii) (A) the sale, lease, transfer, exclusive license or other disposition,
in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole or (B) the sale, lease, transfer, exclusive
license or other disposition (whether by merger, consolidation, statutory conversion, domestication, continuance or otherwise, and whether in a single transaction or a series of related transactions) of one or more subsidiaries of the Company if
substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the
Company.
 (t) “Minimum Return” means a return of 8% per share of Series D Preferred Stock upon the payment of all
dividends thereon and all liquidation, redemption and other cash payments, as applicable, made by the Company to the holder of such share of Series D Preferred Stock with respect to such share of Series D Preferred Stock.

 (g) “Holder” means, unless the context otherwise indicates or requires, a holder of record of a share of Series D
Preferred Stock, as reflected in the transfer books of the Company.
 [Signature page follows]

 IN WITNESS WHEREOF, the Company has caused this Certificate of Designations to be
signed by its undersigned duly authorized officer.

 WHITEHAWK INCOME CORPORATION

 By:

 /s/ Daniel C. Herz

 Name:

 Daniel C. Herz

 Title:

 Chief Executive Officer

 Signature Page to
Certificate of Designations

EX-3.2 · d150033dex32.htm

EX-3.2
 3
 d150033dex32.htm
 EX-3.2

 Exhibit 3.2

 Amended and Restated Bylaws of

 WhiteHawk Minerals Corp.

 (a Delaware corporation)

 as of June 10, 2026

 Table of Contents

 Page

 Article I - Corporate Offices

 1

  

 1.1

 Registered Office

 1

 1.2

 Other Offices

 1

 Article II - Meetings of Stockholders

 1

 2.1

 Place of Meetings

 1

 2.2

 Annual Meeting

 1

 2.3

 Special Meeting

 1

 2.4

 Advance Notice of Business to be Brought before a Meeting

 2

 2.5

 Advance Notice of Nominations for Election to the Board of Directors at a Meeting

 6

 2.6

 Additional Requirements for Valid Nomination of Candidates to Serve as Director and, if Elected, to be Seated as
Directors

 9

 2.7

 Notice of Stockholders’ Meetings

 11

 2.8

 Quorum

 11

 2.9

 Adjourned Meeting; Notice

 11

 2.10

 Conduct of Business

 12

 2.11

 Voting

 12

 2.12

 Record Date for Stockholder Meetings and Other Purposes

 13

 2.13

 Proxies

 13

 2.14

 List of Stockholders Entitled to Vote

 14

 2.15

 Inspectors of Election

 14

 2.16

 Delivery to the Corporation

 15

 Article III - Directors

 15

 3.1

 Powers

 15

 3.2

 Number of Directors

 15

 3.3

 Election, Qualification and Term of Office of Directors

 15

 3.4

 Resignation and Vacancies

 15

 3.5

 Place of Meetings; Meetings by Telephone

 16

 3.6

 Regular Meetings

 16

 3.7

 Special Meetings; Notice

 16

 3.8

 Quorum

 16

 3.9

 Board Action without a Meeting

 17

 3.10

 Fees and Compensation of Directors

 17

 Article IV - Committees

 17

 4.1

 Committees of Directors

 17

 4.2

 Committee Minutes

 18

 4.3

 Meetings and Actions of Committees

 18

 4.4

 Subcommittees

 18

 Article V - Officers

 19

 5.1

 Officers

 19

 5.2

 Appointment of Officers

 19

 i

 TABLE OF CONTENTS

 (continued)

 Page

 5.3

 Subordinate Officers

 19

  

 5.4

 Removal and Resignation of Officers

 19

 5.5

 Vacancies in Offices

 19

 5.6

 Representation of Shares of Other Corporations

 19

 5.7

 Authority and Duties of Officers

 5.8

 Compensation

 20

 Article VI - Records

 20

 Article VII - General Matters

 20

 7.1

 Execution of Corporate Contracts and Instruments

 20

 7.2

 Stock Certificates

 20

 7.3

 Special Designation of Certificates

 21

 7.4

 Lost Certificates

 21

 7.5

 Shares Without Certificates

 21

 7.6

 Construction; Definitions

 21

 7.7

 Dividends

 22

 7.8

 Fiscal Year

 22

 7.9

 Seal

 22

 7.10

 Transfer of Stock

 22

 7.11

 Stock Transfer Agreements

 22

 7.12

 Registered Stockholders

 23

 7.13

 Waiver of Notice

 23

 Article VIII - Notice

 23

 8.1

 Delivery of Notice; Notice by Electronic Transmission

 23

 Article IX - Indemnification

 24

 9.1

 Indemnification of Directors and Officers

 24

 9.2

 Indemnification of Others

 24

 9.3

 Prepayment of Expenses

 25

 9.4

 Determination; Claim

 25

 9.5

 Non-Exclusivity of Rights

 25

 9.6

 Insurance

 25

 9.7

 Other Indemnification

 25

 9.8

 Continuation of Indemnification

 25

 9.9

 Amendment or Repeal; Interpretation

 26

 Article X - Amendments

 26

 Article XI - Definitions

 27

 ii

 Amended and Restated Bylaws of

 WhiteHawk Minerals Corp.

 Article I - Corporate Offices

 1.1
 Registered Office .

 The address of the registered office of WhiteHawk Minerals Corp. (the “ Corporation ”) in the State of Delaware, and the name
of its registered agent at such address, shall be as set forth in the Corporation’s certificate of incorporation, as the same may be amended and/or restated from time to time (the “ Certificate of Incorporation ”).

 1.2
 Other Offices .

 The Corporation may have additional offices at any place or places, within or outside the State of Delaware, as the Corporation’s board
of directors (the “ Board ”) may from time to time establish or as the business of the Corporation may require.

 Article II - Meetings of Stockholders

 2.1
 Place of Meetings .

 Meetings of stockholders shall be held at any place within or outside the State of Delaware, designated by the Board. The Board may, in its
sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the General Corporation Law of the State of Delaware
(the “ DGCL ”). In the absence of any such designation or determination, stockholders’ meetings shall be held at the Corporation’s principal executive office.

 2.2
 Annual Meeting .

 The Board shall designate the date and time of the annual meeting of stockholders. At the annual meeting of stockholders, directors shall be
elected and other proper business properly brought before the meeting in accordance with Section 2.4 may be transacted. The Board may postpone, reschedule or cancel any previously scheduled annual meeting of stockholders.

 2.3
 Special Meeting .

 Special meetings of stockholders may be called only by such persons and only in such manner as set forth in the Certificate of Incorporation.

 No business may be transacted at any special meeting of stockholders other than the business specified in the notice of such meeting. The
Board may postpone, reschedule or cancel any previously scheduled special meeting of stockholders.

 1

 2.4
 Advance Notice of Business to be Brought before a Meeting .

 (a) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To
be properly brought before an annual meeting, business must be (i) specified in a notice of meeting given by or at the direction of the Board, (ii) if not specified in a notice of meeting, otherwise brought before the meeting by or at the
direction of the Board or the Chairman of the Board or (iii) otherwise properly brought before the meeting by a stockholder present in person who (A)(1) was a record owner of shares of capital stock of the Corporation both at the time of giving
the notice provided for in this Section 2.4 and at the time of the meeting, (2) is entitled to vote at the meeting, and (3) has complied with this Section 2.4 in all applicable respects or (B) properly made such proposal in
accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations, the “ Exchange
Act ”). The foregoing clause (iii) shall be the exclusive means for a stockholder to propose business to be brought before an annual meeting of the stockholders. For purposes of this Section 2.4 and Section 2.5,
“ present in person ” shall mean that the stockholder proposing that the business be brought before the annual meeting of the Corporation, or a qualified representative of such proposing stockholder, appear at such annual meeting,
either in person or by means of remote communication. A “ qualified representative ” of such proposing stockholder shall be a duly authorized officer, manager or partner of such stockholder or any other person authorized by a
writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable
reproduction of the writing or electronic transmission, at or before the meeting of stockholders in writing or by electronic transmission. Stockholders seeking to nominate persons for election to the Board must comply with Section 2.5 and
Section 2.6 and this Section 2.4 shall not be applicable to nominations for election to the Board except as expressly provided in Section 2.5 and Section 2.6.

 (b) Without qualification, for business to be properly brought before an annual meeting by a stockholder, the stockholder must
(i) provide Timely Notice (as defined below) thereof in writing and in proper form to the Secretary of the Corporation and (ii) provide any updates or supplements to such notice at the times and in the forms required by this
Section 2.4. To be timely, a stockholder’s notice must be delivered to, or mailed and received at, the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred twenty (120) days
prior to the one-year anniversary of the preceding year’s annual meeting which, in the case of the first annual meeting of stockholders following the closing of the Corporation’s initial
underwritten public offering of common stock, the date of the preceding year’s annual meeting shall be deemed to be June 1; provided, however , that if the date of the annual meeting is more than thirty (30) days before or more than
sixty (60) days after such anniversary date, notice by the stockholder to be timely must be so delivered, or mailed and received, not more than the hundred twentieth (120 th ) day prior to such
annual meeting and not later than (i) the ninetieth (90 th ) day prior to such annual meeting or, (ii) if later, the tenth (10 th ) day
following the day on which public disclosure of the date of such annual meeting was first made by the Corporation (such notice within such time periods, “ Timely Notice ”). In no event shall any adjournment or postponement of an
annual meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of Timely Notice as described above.

 2

 (c) To be in proper form for purposes of this Section 2.4, a stockholder’s notice
to the Secretary of the Corporation shall set forth:
 (i) As to each Proposing Person (as defined below), (A) the name and address of such
Proposing Person (including, if applicable, the name and address that appear on the Corporation’s books and records), (B) the class or series and number of shares of capital stock of the Corporation that are, directly or indirectly, owned of
record or beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) by such Proposing Person, except that such Proposing Person shall in all events be deemed to beneficially own any shares
of any class or series of capital stock of the Corporation as to which such Proposing Person has a right to acquire beneficial ownership at any time in the future, (C) the date or dates such shares were acquired, (D) the investment intent
of such acquisition and (E) any pledge by such Proposing Person with respect to any of such shares (the disclosures to be made pursuant to the foregoing clauses (A) through (E) are referred to as “ Stockholder
Information ”);
 (ii) As to each Proposing Person,

 (A) the material terms and conditions of any “derivative security” (as such term is defined in Rule
 16a-1(c) under the Exchange Act) that constitutes a “call equivalent position” (as such term is defined in Rule 16a-1(b) under the Exchange Act) or a
“put equivalent position” (as such term is defined in Rule 16a-1(h) under the Exchange Act) or other derivative or synthetic arrangement in respect of any class or series of shares of capital stock
of the Corporation (“ Synthetic Equity Position ”) that is, directly or indirectly, held or maintained by, held for the benefit of, or involving such Proposing Person, including, without limitation,

 (1) any option, warrant, convertible security, stock appreciation right, future or similar right with an exercise or conversion privilege or a
settlement payment or mechanism at a price related to any class or series of shares of capital stock of the Corporation or with a value derived in whole or in part from the value of any shares of any class or series of shares of capital stock of the
Corporation,
 (2) any derivative or synthetic arrangement having the characteristics of a long position or a short position in any class
or series of shares of capital stock of the Corporation, including, without limitation, a stock loan transaction, a stock borrow transaction, or a share repurchase transaction or

 (3) any contract, derivative, swap or other transaction or series of transactions designed to: (x) produce economic benefits and risks
that correspond substantially to the ownership of any class or series of shares of capital stock of the Corporation, (y) mitigate any loss relating to, reduce the economic risk (of ownership or otherwise) of, or manage the risk of share price
decrease in, any class or series of shares of capital stock of the Corporation, or
 (z) increase or decrease the voting power in respect
of any class or series of shares of capital stock of the Corporation held or maintained by, held for the benefit of, or involving such Proposing Person,

 including, without limitation, due to the fact that the value of such contract, derivative, swap or other transaction or series of
transactions is determined by reference to the price, value or volatility of any class or series of shares of capital stock of the Corporation, whether or not such instrument, contract or right shall be subject to settlement in the underlying class
or series of shares of capital stock of the Corporation, through the delivery of cash or other property, or otherwise, and without regard to

 3

whether the holder thereof may have entered into transactions that hedge or mitigate the economic effect of such instrument, contract or right, or any other direct or indirect opportunity to
profit or share in any profit derived from any increase or decrease in the price or value of any shares of any class or series of shares of capital stock of the Corporation;

 provided that , for the purposes of the definition of “Synthetic Equity Position,” the term “derivative
security” shall also include any security or instrument that would not otherwise constitute a “derivative security” as a result of any feature that would make any conversion, exercise or similar right or privilege of such security
or instrument becoming determinable only at some future date or upon the happening of a future occurrence, in which case the determination of the amount of securities into which such security or instrument would be convertible or exercisable shall
be made assuming that such security or instrument is immediately convertible or exercisable at the time of such determination; and, provided, further, that any Proposing Person satisfying the requirements of Rule 13d-1(b)(1) under the Exchange Act (other than a Proposing Person that so satisfies Rule 13d-1(b)(1) under the Exchange Act solely by reason of Rule 13d- 1(b)(1)(ii)(E)) shall not be deemed to hold or maintain the notional amount of any securities that underly any Synthetic Equity Position that is, directly or indirectly, held or maintained by, held for the
benefit of, or involving such Proposing Person as a hedge with respect to a bona fide derivatives trade or position of such Proposing Person arising in the ordinary course of such Proposing Person’s business as a derivatives dealer,

 (B) a description of any agreement, arrangement or understanding with respect to any rights to dividends on the shares of any class or series
of shares of capital stock of the Corporation owned beneficially by such Proposing Person that are separated or separable pursuant to such agreement, arrangement or understanding from the underlying shares of capital stock of the Corporation,

 (C) any material pending or threatened legal proceeding in which such Proposing Person is a party or material participant involving the
Corporation or any of its officers or directors, or any affiliate of the Corporation,
 (D) any other material relationship between such
Proposing Person, on the one hand, and the Corporation or any affiliate of the Corporation, on the other hand,
 (E) any direct or indirect
material interest in any material contract or agreement of such Proposing Person with the Corporation or any affiliate of the Corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting
agreement),
 (F) any proportionate interest in shares of capital stock of the Corporation or a Synthetic Equity Position held, directly or
indirectly, by a general or limited partnership, limited liability company or similar entity in which any such Proposing Person (1) is a general partner or, directly or indirectly, beneficially owns an interest in a general partner of such
general or limited partnership or (2) is the manager, managing member or, directly or indirectly, beneficially owns an interest in the manager or managing member of such limited liability company or similar entity,

 4

 (G) a representation that such Proposing Person intends or is part of a group that intends
to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or otherwise solicit proxies or votes from stockholders in support
of such proposal, and
 (H) any other information relating to such Proposing Person that would be required to be disclosed in a proxy
statement or other filing required to be made in connection with solicitations of proxies or consents by such Proposing Person in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act,

 (the disclosures to be made pursuant to the foregoing clauses (A) through (H) are referred to as “ Disclosable
Interests ”); provided , however , that Disclosable Interests shall not include any such disclosures with respect to the ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee
who is a Proposing Person solely as a result of being the stockholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner; and

 (iii) As to each item of business that the stockholder proposes to bring before the annual meeting, (A) a brief description of the
business desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and any material interest in such business of each Proposing Person, (B) the text of the proposal or business (including
the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Bylaws or the Certificate of Incorporation, the language of the proposed amendment), (C) a reasonably detailed description of
all agreements, arrangements and understandings (x) between or among any of the Proposing Persons or (y) between or among any Proposing Person and any other record or beneficial holder(s) or persons(s) who have a right to acquire
beneficial ownership at any time in the future of the shares of any class or series of capital stock of the Corporation or any other person or entity (including their names) in connection with the proposal of such business by such
stockholder, and (D) any other information relating to such item of business that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies in support of the business
proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act; provided , however , that the disclosures required by this paragraph (iii) shall not include any disclosures with respect to any broker,
dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the stockholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner.

 For purposes of this Section 2.4, the term “ Proposing Person ” shall mean (i) the stockholder providing the
notice of business proposed to be brought before an annual meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the business proposed to be brought before the annual meeting is made, and
(iii) any participant (as defined in paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A) with such stockholder in such solicitation.

 (d) The Board may request that any Proposing Person furnish such additional information as may be reasonably required by the Board. Such
Proposing Person shall provide such additional information within ten (10) days after it has been requested by the Board.

 5

 (e) A Proposing Person shall update and supplement its notice to the Corporation of its
intent to propose business at an annual meeting, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.4 shall be true and correct as of the record date for stockholders entitled to
vote at the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary of the
Corporation at the principal executive offices of the Corporation (A) not later than five (5) business days after the record date for stockholders entitled to vote at the meeting (in the case of the update and supplement required to be
made as of such record date), and (B) not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the
date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof). For the avoidance of doubt,
the obligation to update and supplement as set forth in this paragraph or any other Section of these Bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder, extend any
applicable deadlines hereunder or enable or be deemed to permit a stockholder who has previously submitted notice hereunder to amend or update any proposal or to submit any new proposal, including by changing or adding matters, business or
resolutions proposed to be brought before a meeting of the stockholders.
 (f) Notwithstanding anything in these Bylaws to the contrary, no
business shall be conducted at an annual meeting that is not properly brought before the meeting in accordance with this Section 2.4. The presiding person of the meeting (or, in advance of any meeting of stockholders, the Board or an authorized
committee thereof) shall, if the facts warrant, determine that the business was not properly brought before the meeting in accordance with this Section 2.4, and if such presiding person should so determine, such presiding person shall so
declare to the meeting and any such business not properly brought before the meeting shall not be transacted.
 (g) This Section 2.4
is expressly intended to apply to any business proposed to be brought before an annual meeting of stockholders other than any proposal made in accordance with Rule 14a-8 under the Exchange Act and included in
the Corporation’s proxy statement. In addition to the requirements of this Section 2.4 with respect to any business proposed to be brought before an annual meeting, each Proposing Person shall comply with all applicable requirements of the
Exchange Act with respect to any such business. Nothing in this Section 2.4 shall be deemed to affect the rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.
 (h) For purposes of these Bylaws, “ public disclosure ”
shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

 2.5
 Advance Notice of Nominations for Election to the Board at a Meeting .

 (a) Nominations of any person for election to the Board at an annual meeting or at a special meeting (but only if the election of directors is
a matter specified in the notice of meeting given by or at the direction of the person calling such special meeting) may be made at such meeting only (i) by or at the direction of the Board, including by any committee or persons authorized to
do so by the Board or these bylaws, or (ii) by a stockholder present in person who (A) was a record owner of shares of capital stock of the Corporation both at the time of giving the notice provided for in this Section 2.5 and at the
time of the meeting, (B) is entitled to vote at the meeting, and (C) has complied with this Section 2.5 and Section 2.6 as to such notice and nomination.

 6

 The foregoing clause (ii) shall be the exclusive means for a stockholder to make any nomination of a
person or persons for election to the Board at an annual meeting or special meeting.
 (b)

 (i) Without qualification, for a stockholder to make any nomination of a person or persons for election to the Board at an annual meeting, the
stockholder must (1) provide Timely Notice (as defined in Section 2.4) thereof in writing and in proper form to the Secretary of the Corporation, (2) provide the information, agreements and questionnaires with respect to each
Nominating Person (as defined below) and its candidate for nomination as required to be set forth by this Section 2.5 and Section 2.6 and (3) provide any updates or supplements to such notice at the times and in the forms required by
this Section 2.5 and Section 2.6 .
 (ii) Without qualification, if the election of directors is a matter specified in the
notice of meeting given by or at the direction of the person calling a special meeting, then for a stockholder to make any nomination of a person or persons for election to the Board at a special meeting, the stockholder must (A) provide timely
notice thereof in writing and in proper form to the Secretary of the Corporation at the principal executive offices of the Corporation, (B) provide the information with respect to each Nominating Person and its candidate for nomination as
required by this Section 2.5 and Section 2.6 and (C) provide any updates or supplements to such notice at the times and in the forms required by this Section 2.5. To be timely, a stockholder’s notice for nominations to be
made at a special meeting must be delivered to, or mailed and received at, the principal executive offices of the Corporation not earlier than the one hundred twentieth (120 th ) day prior to such
special meeting and not later than the ninetieth (90 th ) day prior to such special meeting or, if later, the tenth (10 th ) day following the day
on which public disclosure (as defined in Section 2.4 ) of the date of such special meeting was first made (such notice within such time periods, “ Special Meeting Timely Notice ”).

 (iii) In no event shall any adjournment or postponement of an annual meeting or special meeting or the announcement thereof commence a new time
period (or extend any time period) for the giving of a stockholder’s notice as described above.
 (iv) In no event may a Nominating
Person deliver a notice of nomination, as applicable, with respect to a greater number of director candidates than are subject to election by stockholders at the applicable meeting. If the Corporation shall, subsequent to such notice, increase the
number of directors subject to election at the meeting, such notice as to any additional nominees shall be due on the later of (i) the conclusion of the time period for Timely Notice or Special Meeting Timely Notice, as applicable, or
(ii) the tenth day following the date of public disclosure (as defined in Section 2.4) of such increase.
 (c) To be in proper
form for purposes of this Section 2.5, a stockholder’s notice to the Secretary of the Corporation shall set forth:
 (i) As to
each Nominating Person, the Stockholder Information (as defined in Section 2.4(c)(i), except that for purposes of this Section 2.5 the term “Nominating Person” shall be substituted for the term “Proposing Person” in
all places it appears in Section 2.4(c)(i));

 7

 (ii) As to each Nominating Person, any Disclosable Interests (as defined in
Section 2.4(c)(ii), except that for purposes of this Section 2.5 the term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears in Section 2.4(c)(ii) and the
disclosure with respect to the business to be brought before the meeting in Section 2.4(c)(ii) shall be made with respect to the nomination proposed to be made at the meeting); and provided that, in lieu of including the information set forth
in Section 2.4(c)(ii)(G), the Nominating Person’s notice for purposes of this Section 2.5 shall include a representation as to whether the Nominating Person intends or is part of a group that intends to deliver a proxy statement and
solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors in support of director nominees other than the Corporation’s nominees in accordance with Rule 14a-19 promulgated under the Exchange Act; and
 (iii) As to each candidate whom a Nominating Person
proposes to nominate for election as a director, (A) all information with respect to such candidate for nomination that would be required to be set forth in a stockholder’s notice pursuant to this Section 2.5 and Section 2.6 if
such candidate for nomination were a Nominating Person, (B) relating to such candidate for nomination that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for
election of directors in a contested election pursuant to Section 14(a) under the Exchange Act (including such candidate’s written consent to being named in a proxy statement and accompanying proxy card relating to the Corporation’s
next meeting of stockholders at which directors are to be elected and to serving as a director for a full term if elected), (C) a description of any direct or indirect material interest in any material contract or agreement between or among any
Nominating Person, on the one hand, and each candidate for nomination or their respective associates (as defined in Rule 14a-1(a) promulgated under the Exchange Act) or any other participants (as defined in
paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A) in such solicitation, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K if such Nominating Person were the “registrant” for purposes of such rule and the candidate for nomination were a director or executive officer of such registrant, and (D) a completed and signed
questionnaire, representation and agreement as provided in Section 2.6(a).
 For purposes of this Section 2.5, the term “ Nominating
Person ” shall mean (i) the stockholder providing the notice of the nomination proposed to be made at the meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the nomination proposed
to be made at the meeting is made, and (iii) any participant (as defined in paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A) with such stockholder in such solicitation.

 (d) The Board may request that any Nominating Person furnish such additional information as may be reasonably required by the Board. Such
Nominating Person shall provide such additional information within ten (10) days after it has been requested by the Board.
 (e) A
stockholder providing notice of any nomination proposed to be made at a meeting shall further update and supplement such notice or the materials delivered pursuant to this Section 2.5, as applicable, if necessary, so that the information
provided or required to be provided in such notice pursuant to this Section 2.5 shall be true and correct as of the record date for stockholders entitled to vote at the meeting and as of the date that is ten (10) business days prior to the
meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary of the Corporation at the

 8

principal executive offices of the Corporation not later than five (5) business days after the record date for stockholders entitled to vote at the meeting (in the case of the update and
supplement required to be made as of such record date), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable
date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof). For the
avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other Section of these Bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder,
extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder who has previously submitted notice hereunder to amend or update any nomination, including by changing or adding nominees, or to submit any new nomination, or
submit any new proposal, matters, business or resolutions proposed to be brought before a meeting of the stockholders.
 (f) In addition to
the requirements of this Section 2.5 with respect to any nomination proposed to be made at a meeting, each Nominating Person shall comply with all applicable requirements of the Exchange Act with respect to any such nominations. Notwithstanding
the foregoing provisions of this Section 2.5, unless otherwise required by law, (i) no Nominating Person shall solicit proxies in support of director nominees other than the Corporation’s nominees unless such Nominating Person has,
or is part of a group that has, complied with Rule 14a-19 promulgated under the Exchange Act in connection with the solicitation of such proxies, including the provision to the Corporation of notices required
thereunder, in accordance with the time frames required in this Section 2.5 or by Rule 14a-19 promulgated under the Exchange Act, as applicable, and (ii) if (1) any Nominating Person provides notice
in accordance with Rule 14a-19(b) promulgated under the Exchange Act and (2) (x) such notice in accordance with Rule 14a-19(b) is not provided within the time period for
Timely Notice or Special Meeting Timely Notice, as applicable, (y) such Nominating Person subsequently fails to comply with the requirements of Rule 14a-19(a)(2) or Rule
 14a-19(a)(3) promulgated under the Exchange Act or (z) such Nominating Person fails to timely provide reasonable evidence sufficient to satisfy the Corporation that such Nominating Person has met the
requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act in accordance with the following sentence, then the nomination of such Nominating Person’s proposed nominees shall be disregarded,
notwithstanding that each such nominee is included as a nominee in the Corporation’s proxy statement, notice of meeting or other proxy materials for any meeting of stockholders (or any supplement thereto) and notwithstanding that proxies or
votes in respect of the election of such proposed nominees may have been received by the Corporation (which proxies and votes shall be disregarded). If any Nominating Person provides notice in accordance with Rule
 14a-19(b) promulgated under the Exchange Act, such Nominating Person shall deliver to the Corporation, no later than seven (7) business days prior to the applicable meeting, reasonable evidence that it
has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act.
 2.6
 Additional Requirements for Valid Nomination of Candidates to Serve as Director and, if Elected, to be Seated as Directors .

 (a) To be eligible to be a candidate for election as a director of the Corporation at an annual or special meeting, a candidate must be
nominated in the manner prescribed in Section 2.5 and the candidate for nomination, whether nominated by the Board or by a stockholder of record, must have previously delivered, to the Secretary at the principal executive offices of the
Corporation, (i) a completed written questionnaire (in the form provided by the Corporation within ten (10) days upon written request of any stockholder of record therefor) with respect to the background, qualifications, stock ownership
and independence of such proposed nominee and (ii) a written representation and agreement (in the form provided by the Corporation within ten (10) days upon written request of any stockholder of record therefor) that such candidate for
nomination (A) is

 9

not and, if elected as a director during their term of office, will not become a party to (1) any agreement, arrangement or understanding with, and has not given and will not give any
commitment or assurance to, any person or entity as to how such proposed nominee, if elected as a director of the Corporation, will act or vote on any issue or question (a “ Voting Commitment ”) or (2) any Voting Commitment
that could limit or interfere with such proposed nominee’s ability to comply, if elected as a director of the Corporation, with such proposed nominee’s fiduciary duties under applicable law, (B) is not, and will not become a party
to, any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation or reimbursement for service as a director of the Corporation that has not been disclosed
therein, (C) if elected as a director of the Corporation, will comply with all applicable corporate governance, conflict of interest, confidentiality, stock ownership and trading and other policies and guidelines of the Corporation applicable
to directors and in effect during such person’s term in office as a director (and, if requested by any candidate for nomination, the Secretary of the Corporation shall provide to such candidate for nomination all such policies and guidelines
then in effect), and (D) if elected as a director of the Corporation, intends to serve the entire term until the next meeting at which such candidate would face re-election.

 (b) The Board may also require any proposed candidate for nomination as a director to furnish such other information related to such
candidate’s eligibility or qualification to serve as a director as may reasonably be requested by the Board in writing prior to the meeting of stockholders at which such candidate’s nomination is to be acted upon. Without limiting the
generality of the foregoing, the Board may request such other information in order for the Board to determine the eligibility of such candidate for nomination to be an independent director of the Corporation or to comply with the director
qualification standards and additional selection criteria in accordance with the Corporation’s Corporate Governance Guidelines. Such other information shall be delivered to, or mailed and received by, the Secretary at the principal executive
offices of the Corporation not later than five (5) business days after the request by the Board has been delivered to, or mailed and received by, the Nominating Person.

 (c) A candidate for nomination as a director shall further update and supplement the materials delivered pursuant to this Section 2.6, if
necessary, so that the information provided or required to be provided pursuant to this Section 2.6 shall be true and correct as of the record date for stockholders entitled to vote at the meeting and as of the date that is ten
(10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary of the Corporation at the principal executive offices of the
Corporation not later than five (5) business days after the record date for stockholders entitled to vote at the meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight
(8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in
the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof). For the avoidance of doubt, the obligation to update and supplement as set forth in this
paragraph or any other Section of these Bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines hereunder or enable or be deemed to permit a
stockholder who has previously submitted notice hereunder to amend or update any nomination or to submit any new proposal, including by changing or adding nominees, matters, business or resolutions proposed to be brought before a meeting of the
stockholders.
 (d) No candidate shall be eligible for nomination as a director of the Corporation unless such candidate for nomination and
the Nominating Person seeking to place such candidate’s name in nomination has complied with Section 2.5 and this Section 2.6 , as applicable. The presiding officer at the meeting shall, if the facts warrant, determine that a
nomination was not properly made in accordance with Section 2.5 and this Section 2.6, and if he or she should so determine, he or she shall so declare such determination to the meeting, the defective nomination shall be disregarded and any
ballots cast for the candidate in question (but in the case of any form of ballot listing other qualified nominees, only the ballots cast for the nominee in question) shall be void and of no force or effect.

 10

 (e) Notwithstanding anything in these Bylaws to the contrary, no candidate for nomination
shall be eligible to be seated as a director of the Corporation unless nominated in accordance with Section 2.5 and this Section 2.6 and elected as a director.

 2.7
 Notice of Stockholders’ Meetings .

 Unless otherwise provided by law, the Certificate of Incorporation or these bylaws, the notice of any meeting of stockholders shall be sent or
otherwise given in accordance with Section 8.1 not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place, if any, date
and time of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting of stockholders, the purpose or
purposes for which such meeting is called.

 2.8
 Quorum .

 Unless otherwise provided by law, the rules of any stock exchange upon which the Corporation’s securities are listed, the Certificate of
Incorporation or these bylaws, the holders of a majority in voting power of the stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum for
the transaction of business at all meetings of stockholders. Notwithstanding the foregoing, where a separate vote by a class or series or classes or series is required, the holders of a majority in voting power of the outstanding shares of such
class or series or classes or series, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum entitled to take action with respect to the vote on that matter. A quorum, once established at a
meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum. If, however, a quorum is not present or represented at any meeting of stockholders, then either (i) the person presiding over the meeting or (ii) a
majority in voting power of the stockholders, present in person, or by remote communication, if applicable, or represented by proxy, and entitled to vote thereon shall have power to recess the meeting or adjourn the meeting from time to time in the
manner provided in Section 2.9 until a quorum is present or represented. At any recessed or adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as
originally noticed.

 2.9
 Adjourned Meeting; Notice .

 When a meeting is adjourned to another time or place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting
if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the
adjournment is taken or are provided in any other manner permitted by the DGCL. At any adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty
(30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned
meeting, the Board shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and
shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such meeting as of the record date so fixed for notice of such adjourned meeting.

 11

 2.10
 Conduct of Business .

 The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be
announced at the meeting by the person presiding over the meeting. The Board may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such
rules and regulations as adopted by the Board, the person presiding over any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations
and procedures (which need not be in writing) and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or
prescribed by the person presiding over the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting
and the safety of those present (including, without limitation, rules and procedures for removal of disruptive persons from the meeting); (iii) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the
meeting, their duly authorized and constituted proxies or such other persons as the person presiding over the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and
(v) limitations on the time allotted to questions or comments by participants. The presiding person at any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting (including,
without limitation, determinations with respect to the administration and/or interpretation of any of the rules, regulations or procedures of the meeting, whether adopted by the Board or prescribed by the person presiding over the meeting), shall,
if the facts warrant, determine and declare to the meeting that a matter of business was not properly brought before the meeting and if such presiding person should so determine, such presiding person shall so declare to the meeting and any such
matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board or the person presiding over the meeting, meetings of stockholders shall not be required to be held in
accordance with the rules of parliamentary procedure.

 2.11
 Voting .

 Except as may be otherwise provided in the Certificate of Incorporation, these bylaws or the DGCL, each stockholder entitled to vote at any
meeting of stockholders shall be entitled to one (1) vote for each share of capital stock held by such stockholder that has voting power upon the matter in question.

 Except as otherwise provided by the Certificate of Incorporation, at all duly called or convened meetings of stockholders at which a quorum is
present, for the election of directors, a plurality of the votes cast shall be sufficient to elect a director. Unless a different or minimum vote is required by the Certificate of Incorporation, these bylaws, the rules or regulations of any stock
exchange applicable to the Corporation, or applicable law or pursuant to any regulation applicable to the Corporation or its securities, in which case such different or minimum vote shall be the applicable vote on the matter, each other matter
presented to the stockholders at a duly called or convened meeting at which a quorum is present shall be decided by a majority of the votes cast (excluding abstentions and broker non-votes) on such matter.

 12

 2.12
 Record Date for Stockholder Meetings and Other Purposes .

 In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall, unless otherwise required by law, not be more
than sixty (60) days nor less than ten (10) days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board
determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is first given, or, if notice is waived, at the close of business on the day next preceding the day on which the
meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for determination of
stockholders entitled to vote at the adjourned meeting; and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders
entitled to vote in accordance herewith at the adjourned meeting.
 In order that the Corporation may determine the stockholders entitled
to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of capital stock, or for the purposes of any other lawful
action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record
date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

 2.13
 Proxies .

 Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder, in any
manner provided under applicable law, by proxy authorized by an instrument in writing or by a transmission permitted by law, including Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as
amended, filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. The revocability of a proxy that is
coupled with an interest sufficient in law to support an irrevocable power and states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL. A stockholder may revoke any proxy that is not irrevocable
by attending the meeting and voting in person or by delivering to the Secretary of the Corporation a revocation of the proxy or a new proxy bearing a later date. A proxy may be in the form of an electronic transmission which sets forth or is
submitted with information from which it can be determined that the transmission was authorized by the stockholder.
 Any stockholder
directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board.

 13

 2.14
 List of Stockholders Entitled to Vote .

 The Corporation shall prepare, no later than the tenth (10 th ) day before each meeting of
stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, that if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list
shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The
Corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of ten
(10) days ending on the day before the meeting date: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary
business hours, at the Corporation’s principal executive office. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is
available only to stockholders of the Corporation. Such list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them. Except as otherwise provided by law, the stock
ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 2.14 or to vote in person or by proxy at any meeting of stockholders.

 2.15
 Inspectors of Election .

 Before any meeting of stockholders, the Corporation shall appoint an inspector or inspectors of election to act at the meeting or its
adjournment and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If any person appointed as inspector or any alternate fails to appear or fails or
refuses to act, then the person presiding over the meeting shall appoint a person to fill that vacancy.
 Such inspectors shall:

 (i) determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting and the validity
of any proxies and ballots;
 (ii) count all votes or ballots;

 (iii) count and tabulate all votes;

 (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspector(s);
and
 (v) certify its or their determination of the number of shares represented at the meeting and its or their count of all votes and
ballots.
 Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute
the duties of inspection with strict impartiality and according to the best of such inspector’s ability. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein. The inspectors of
election may appoint such persons to assist them in performing their duties as they determine.

 14

 2.16
 Delivery to the Corporation.

 Whenever this Article II requires one or more persons (including a record or beneficial owner of stock) to deliver a document or information
to the Corporation or any officer, employee or agent thereof (including any notice, request, questionnaire, revocation, representation or other document or agreement) except as otherwise requested or consented to by the Corporation, such document or
information shall be in writing exclusively (and not in an electronic transmission) and shall be delivered exclusively by hand (including, without limitation, overnight courier service) or by certified or registered mail, return receipt requested,
and the Corporation shall not be required to accept delivery of any document not in such written form or so delivered. For the avoidance of doubt, the Corporation expressly opts out of Section 116 of the DGCL with respect to the delivery of
information and documents (other than a document authorizing another person to act for a stockholder by proxy at a meeting of stockholders pursuant to Section 212 of the DGCL) to the Corporation required by this Article II.

 Article III - Directors

 3.1
 Powers .

 Except as otherwise provided by the Certificate of Incorporation or the DGCL, the business and affairs of the Corporation shall be managed by
or under the direction of the Board.

 3.2
 Number of Directors .

 Subject to the Certificate of Incorporation, the total number of directors constituting the Board shall be determined from time to time by
resolution of the Board. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

 3.3
 Election, Qualification and Term of Office of Directors .

 Except as provided in Section 3.4, and subject to the Certificate of Incorporation, each director, including a director elected to fill a
vacancy or newly created directorship, shall hold office until the expiration of the term of the class, if any, for which elected and until such director’s successor is elected and qualified or until such director’s earlier death,
resignation, disqualification or removal. Directors need not be stockholders. The Certificate of Incorporation or these bylaws may prescribe qualifications for directors.

 3.4
 Resignation and Vacancies .

 Any director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. The resignation shall take
effect at the time specified therein or upon the happening of an event specified therein, and if no time or event is specified, at the time of its receipt. The acceptance of a resignation shall not be necessary to make it effective unless otherwise
expressly provided in the resignation.When one or more directors so resigns and the resignation is effective at a future date or upon the happening of an event to occur on a future date, a majority of the directors then in office, including those
who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in Section 3.3.

 Unless otherwise provided in the Certificate of Incorporation or these bylaws, vacancies resulting from the death, resignation,
disqualification or removal of any director, and newly created directorships resulting from any increase in the authorized number of directors shall be filled only by a majority of the directors then in office, although less than a quorum, or by a
sole remaining director.

 15

 3.5
 Place of Meetings; Meetings by Remote Communication .

 The Board may hold meetings, both regular and special, either within or outside the State of Delaware.

 Unless otherwise restricted by the Certificate of Incorporation or these bylaws, members of the Board, or any committee designated by the
Board, may participate in a meeting of the Board, or any committee, by means of telephone, video, or other remote communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a
meeting pursuant to this bylaw shall constitute presence in person at the meeting.

 3.6
 Regular Meetings .

 Regular meetings of the Board may be held within or outside the State of Delaware and at such time and at such place as which has been
designated by the Board and publicized among all directors, either orally or in writing, by telephone, including a voice-messaging system or other system designed to record and communicate messages, facsimile, telegraph or telex, or by electronic
mail or other means of electronic transmission. No further notice shall be required for regular meetings of the Board.

 3.7
 Special Meetings; Notice .

 Special meetings of the Board for any purpose or purposes may be called at any time by the chairperson of the Board, the Chief Executive
Officer, the President, the Secretary of the Corporation or a majority of the total number of directors constituting the Board.
 Notice of
the time and place, if any, of special meetings shall be:

 (i)
 delivered personally by hand, by courier or by telephone;

 (ii)
 sent by United States first-class mail, postage prepaid;

 (iii)
 sent by facsimile or electronic mail; or

 (iv)
 sent by other means of electronic transmission,

 directed to each director at that director’s address, telephone number, facsimile number or electronic mail address, or other address for electronic
transmission, as the case may be, as shown on the Corporation’s records.
 If the notice is (i) delivered personally by hand, by
courier or by telephone, (ii) sent by facsimile or electronic mail, or (iii) sent by other means of electronic transmission, it shall be delivered or sent at least twenty-four (24) hours before the time of the holding of the meeting.
If the notice is sent by U.S. mail, it shall be deposited in the U.S. mail at least four (4) days before the time of the holding of the meeting. The notice need not specify the place, if any, of the meeting (if the meeting is to be held at the
Corporation’s principal executive office) nor the purpose of the meeting.

 3.8
 Quorum .

 At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a majority of the total number of directors shall
constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the
Certificate of Incorporation or these bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum
is present.

 16

 3.9
 Board Action without a Meeting .

 Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any action required or permitted to be taken at any meeting
of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission. After an action is taken, the consent or consents
relating thereto shall be filed with the minutes of the proceedings of the Board, or the committee thereof, in the same paper or electronic form as the minutes are maintained. Such action by written consent or consent by electronic transmission
shall have the same force and effect as a unanimous vote of the Board.

 3.10
 Fees and Compensation of Directors .

 Unless otherwise restricted by the Certificate of Incorporation or these bylaws, the Board shall have the authority to fix the compensation,
including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity.

 3.11
 Reliance on Books and Records.

 A member of the Board, or a member of any committee designated by the Board shall, in the performance of such person’s duties, be fully
protected in relying in good faith upon records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board, or by any
other person as to matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

 Article IV - Committees

 4.1
 Committees of Directors .

 The Board may designate one (1) or more committees, each committee to consist, of one (1) or more of the directors of the
Corporation. The Board may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of
any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board or in these bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs
of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or
matter expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the Corporation.

 17

 4.2
 Committee Minutes .

 Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

 4.3
 Meetings and Actions of Committees .

 Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:

 (i)
 Section 3.5 (place of meetings; meetings by remote communications);

 (ii)
 Section 3.6 (regular meetings);

 (iii)
 Section 3.7 (special meetings; notice);

 (iv)
 Section 3.9 (board action without a meeting);

 (v)
 Section 3.9 (reliance on books and records); and

 (vi)
 Section 7.13 (waiver of notice),

 with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members. However :

 (i) the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;

 (ii) special meetings of committees may also be called by resolution of the Board or the chairperson of the applicable committee; and

 (iii) the Board may adopt rules for the governance of any committee to override the provisions that would otherwise apply to the
committee pursuant to this Section 4.3, provided that such rules do not violate the provisions of the Certificate of Incorporation or applicable law.

 4.4
 Subcommittees.

 Unless otherwise provided in the Certificate of Incorporation, these bylaws or the resolutions of the Board designating the committee, a
committee may create one (1) or more subcommittees, each subcommittee to consist of one (1) or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee. Except as otherwise
expressly provided in these bylaws or by resolution of the Board designating such committee, every reference to a committee or to a member of a committee in these bylaws shall apply to any subcommittee or member of a subcommittee mutatis
mutandis .

 18

 Article V - Officers

 5.1
 Officers .

 The officers of the Corporation shall include a Chief Executive Officer, a President and a Secretary. The Corporation may also have, at the
discretion of the Board, a Chairperson of the Board, a Vice Chairperson of the Board, a Chief Financial Officer, a Treasurer, one (1) or more Vice Presidents, one (1) or more Assistant Vice Presidents, one (1) or more Assistant
Treasurers, one (1) or more Assistant Secretaries, and any such other officers as may be appointed in accordance with the provisions of these bylaws. Any number of offices may be held by the same person. No officer need be a stockholder or
director of the Corporation.

 5.2
 Appointment of Officers .

 The Board shall appoint the officers of the Corporation, except such officers as may be appointed in accordance with the provisions of
Section 5.3.

 5.3
 Subordinate Officers .

 The Board may appoint, or empower the Chief Executive Officer or, in the absence of a Chief Executive Officer, the President, to appoint, such
other officers and agents as the business of the Corporation may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board may from time
to time determine.

 5.4
 Removal and Resignation of Officers .

 Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by
the Board or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board.

 Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt
of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights,
if any, of the Corporation under any contract to which the officer is a party.

 5.5
 Vacancies in Offices .

 Any vacancy occurring in any office of the Corporation shall be filled by the Board or as provided in Section 5.2.

 5.6
 Representation of Shares of Other Corporations .

 The Chairperson of the Board, the Chief Executive Officer, or the President of this Corporation, or any other person authorized by the Board,
the Chief Executive Officer or the President, is authorized to vote, represent and exercise on behalf of this Corporation all rights incident to any and all shares or voting securities of any other corporation or other person standing in the name of
this Corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

 19

 5.7
 Authority and Duties of Officers .

 All officers of the Corporation shall respectively have such authority and perform such duties in the management of the business of the
Corporation as may be provided herein or designated from time to time by the Board and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board.

 5.8
 Compensation.

 The compensation of the officers of the Corporation for their services as such shall be fixed from time to time by or at the direction of the
Board. An officer of the Corporation shall not be prevented from receiving compensation by reason of the fact that he or she is also a director of the Corporation.

 Article VI - Records
 A
stock ledger consisting of one or more records in which the names of all of the Corporation’s stockholders of record, the address and number of shares registered in the name of each such stockholder, and all issuances and transfers of stock of
the corporation are recorded in accordance with Section 224 of the DGCL shall be administered by or on behalf of the Corporation. Any records administered by or on behalf of the Corporation in the regular course of its business, including its
stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device, or method, or one or more electronic networks or databases (including one or more distributed electronic networks
or databases), provided that the records so kept can be converted into clearly legible paper form within a reasonable time and, with respect to the stock ledger, that the records so kept (i) can be used to prepare the list of stockholders
specified in Sections 219 and 220 of the DGCL, (ii) record the information specified in Sections 156, 159, 217(a) and 218 of the DGCL, and (iii) record transfers of stock as governed by Article 8 of the Uniform Commercial Code as adopted
in the State of Delaware.
 Article VII - General Matters

 7.1
 Execution of Corporate Contracts and Instruments .

 The Board, except as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract
or execute any instrument in the name of and on behalf of the Corporation; such authority may be general or confined to specific instances.

 7.2
 Stock Certificates .

 The shares of the Corporation shall be represented by certificates, provided that the Board by resolution may provide that some or all of the
shares of any class or series of stock of the Corporation shall be uncertificated. Certificates for the shares of stock, if any, shall be in such form as is consistent with the Certificate of Incorporation and applicable law. Every holder of stock
represented by a certificate shall be entitled to have a certificate signed by, or in the name of the Corporation by, any two officers authorized to sign stock certificates representing the number of shares registered in certificate form. The
Chairperson or Vice Chairperson of the Board, Chief Executive Officer, the President, Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Corporation shall be specifically authorized to sign stock
certificates. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer
agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

 20

 The Corporation may issue the whole or any part of its shares as partly paid and subject to
call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, or upon the books and records of the Corporation in the case of uncertificated partly
paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the Corporation shall declare a dividend upon partly paid shares of the
same class, but only upon the basis of the percentage of the consideration actually paid thereon.

 7.3
 Special Designation of Certificates.

 If the Corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the
designations, the preferences and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full
or summarized on the face or on the back of the certificate that the Corporation shall issue to represent such class or series of stock (or, in the case of uncertificated shares, set forth in a notice provided pursuant to Section 151 of the
DGCL); provided, however, that except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate that the Corporation shall issue to represent such
class or series of stock (or, in the case of any uncertificated shares, included in the aforementioned notice) a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, the designations, the
preferences and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

 7.4
 Lost Certificates .

 Except as provided in this Section 7.4, no new certificates for shares shall be issued to replace a previously issued certificate unless
the latter is surrendered to the Corporation and cancelled at the same time. The Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or
destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

 7.5
 Shares Without Certificates

 The Corporation may adopt a system of issuance, recordation and transfer of its shares of stock by electronic or other means not involving the
issuance of certificates, provided the use of such system by the Corporation is permitted in accordance with applicable law.

 7.6
 Construction; Definitions .

 Unless the context requires otherwise, the general provisions, rules of construction and definitions in the DGCL shall govern the construction
of these bylaws. Without limiting the generality of this provision, the singular number includes the plural and the plural number includes the singular.

 21

 7.7
 Dividends .

 The Board, subject to any restrictions contained in either (i) the DGCL or (ii) the Certificate of Incorporation, may declare and
pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property or in shares of the Corporation’s capital stock.

 The Board may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and
may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the Corporation, and meeting contingencies.

 7.8
 Fiscal Year .

 The fiscal year of the Corporation shall be fixed by resolution of the Board and may be changed by the Board.

 7.9
 Seal .

 The Corporation may adopt a corporate seal, which shall be adopted and which may be altered by the Board. The Corporation may use the
corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

 7.10
 Transfer of Stock .

 Shares of the Corporation shall be transferable in the manner prescribed by law and in these bylaws and subject to any transfer restrictions
contained in the Certificate of Incorporation. Shares of stock of the Corporation shall be transferred on the books of the Corporation only by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender
to the Corporation of the certificate or certificates representing such shares endorsed by the appropriate person or persons (or by delivery of duly executed instructions with respect to uncertificated shares), with such evidence of the authenticity
of such endorsement or execution, transfer, authorization and other matters as the Corporation may reasonably require, and accompanied by all necessary stock transfer stamps. No transfer of stock shall be valid as against the Corporation for any
purpose until it shall have been entered in the stock records of the Corporation by an entry showing the names of the persons from and to whom it was transferred. The Corporation shall have power and authority to make such rules and regulations as
it may deem necessary or proper concerning the issuance, transfer and registration of certificates for shares of stock of the Corporation.

 7.11
 Stock Transfer Agreements .

 The Corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes or series
of stock of the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.

 22

 7.12
 Registered Stockholders .

 The Corporation:
 (i) shall be
entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner; and

 (ii) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person,
whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

 7.13
 Waiver of Notice .

 Whenever notice is required to be given under any provision of the DGCL, the Certificate of Incorporation or these bylaws, a written waiver,
signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a
person at a meeting (in person or by remote communication) shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by
electronic transmission unless so required by the Certificate of Incorporation or these bylaws.
 Article VIII - Notice

 8.1
 Delivery of Notice; Notice by Electronic Transmission .

 Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the
Corporation under any provisions of the DGCL, the Certificate of Incorporation, or these bylaws may be given in writing directed to the stockholder’s mailing address (or by electronic transmission directed to the stockholder’s electronic
mail address, as applicable) as it appears on the records of the Corporation and shall be given (1) if mailed, when the notice is deposited in the U.S. mail, postage prepaid, (2) if delivered by courier service, the earlier of when the
notice is received or left at such stockholder’s address or (3) if given by electronic mail, when directed to such stockholder’s electronic mail address unless the stockholder has notified the Corporation in writing or by electronic
transmission of an objection to receiving notice by electronic mail. A notice by electronic mail must include a prominent legend that the communication is an important notice regarding the Corporation.

 Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the
Corporation under any provision of the DGCL, the Certificate of Incorporation or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be
revocable by the stockholder by written notice or electronic transmission to the Corporation. Notwithstanding the provisions of this paragraph, the Corporation may give a notice by electronic mail in accordance with the first paragraph of this
section without obtaining the consent required by this paragraph.
 Any notice given pursuant to the preceding paragraph shall be deemed
given:

 (i)
 if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive
notice;

 23

 (ii)
 if by a posting on an electronic network together with separate notice to the stockholder of such specific
posting, upon the later of (A) such posting and (B) the giving of such separate notice; and

 (iii)
 if by any other form of electronic transmission, when directed to the stockholder.

 Notwithstanding the foregoing, a notice may not be given by an electronic transmission from and after the time that (1) the Corporation
is unable to deliver by such electronic transmission two (2) consecutive notices given by the Corporation and (2) such inability becomes known to the Secretary or an Assistant Secretary of the Corporation or to the transfer agent, or other
person responsible for the giving of notice, provided, however, the inadvertent failure to discover such inability shall not invalidate any meeting or other action.

 An affidavit of the Secretary or an Assistant Secretary of the Corporation or of the transfer agent or other agent of the Corporation that the
notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
 Article IX - Indemnification

 9.1
 Indemnification of Directors and Officers .

 The Corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL as it presently exists or may hereafter be
amended, any director or officer of the Corporation who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a
“ Proceeding ”) by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while serving as a director or officer of the Corporation, is
or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership (a “covered person”), joint venture, trust, enterprise or non-
profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees, judgments, fines ERISA excise taxes or penalties and amounts paid in settlement)
reasonably incurred by such person in connection with any such Proceeding. Notwithstanding the preceding sentence, except as otherwise provided in Section 9.4, the Corporation shall be required to indemnify a person in connection with a
Proceeding initiated by such person only if the Proceeding was authorized in the specific case by the Board.

 9.2
 Indemnification of Others .

 The Corporation shall have the power to indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists
or may hereafter be amended, any employee or agent of the Corporation who was or is made or is threatened to be made a party or is otherwise involved in any Proceeding by reason of the fact that he or she, or a person for whom he or she is the legal
representative, is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person in connection with any such Proceeding.

 24

 9.3
 Prepayment of Expenses .

 The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by
any covered person, and may pay the expenses incurred by any employee or agent of the Corporation, in defending any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition
of the Proceeding shall be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article IX or otherwise.

 9.4
 Determination; Claim .

 If a claim for indemnification (following the final disposition of such Proceeding) under this Article IX is not paid in full within sixty
(60) days, or a claim for advancement of expenses under this Article IX is not paid in full within thirty (30) days, after a written claim therefor has been received by the Corporation the claimant may thereafter (but not before) file suit
to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action the Corporation shall have the burden of
proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.

 9.5
 Non-Exclusivity of Rights .

 The rights conferred on any person by this Article IX shall not be exclusive of any other rights which such person may have or hereafter
acquire under any statute, provision of the Certificate of Incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

 9.6
 Insurance .

 The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust enterprise or non-profit entity against
any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the
provisions of the DGCL.

 9.7
 Other Indemnification .

 The Corporation’s obligation, if any, to indemnify or advance expenses to any person who was or is serving at its request as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or non-profit entity shall be reduced by any amount such person may collect as indemnification or advancement of
expenses from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.

 9.8
 Continuation of Indemnification .

 The rights to indemnification and to prepayment of expenses provided by, or granted pursuant to, this Article IX shall continue
notwithstanding that the person has ceased to be a director or officer of the Corporation and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributees of such person.

 25

 9.9
 Amendment or Repeal; Interpretation .

 The provisions of this Article IX shall constitute a contract between the Corporation, on the one hand, and, on the other hand, each
individual who serves or has served as a director or officer of the Corporation (whether before or after the adoption of these bylaws), in consideration of such person’s performance of such services, and pursuant to this Article IX the
Corporation intends to be legally bound to each such current or former director or officer of the Corporation. With respect to current and former directors and officers of the Corporation, the rights conferred under this Article IX are present
contractual rights and such rights are fully vested, and shall be deemed to have vested fully, immediately upon adoption of these bylaws. With respect to any directors or officers of the Corporation who commence service following adoption of these
bylaws, the rights conferred under this provision shall be present contractual rights and such rights shall fully vest, and be deemed to have vested fully, immediately upon such director or officer commencing service as a director or officer of the
Corporation. Any repeal or modification of the foregoing provisions of this Article IX shall not adversely affect any right or protection (i) hereunder of any person in respect of any act or omission occurring prior to the time of such repeal
or modification or (ii) under any agreement providing for indemnification or advancement of expenses to an officer or director of the Corporation in effect prior to the time of such repeal or modification.

 Any reference to an officer of the Corporation in this Article IX shall be deemed to refer exclusively to the Chief Executive Officer,
President, and Secretary, or other officer of the Corporation appointed by (x) the Board pursuant to Article V of these bylaws or (y) an officer to whom the Board has delegated the power to appoint officers pursuant to Article V of these
bylaws, and any reference to an officer of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors (or equivalent
governing body) of such other entity pursuant to the certificate of incorporation and bylaws (or equivalent organizational documents) of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The fact
that any person who is or was an employee of the Corporation or an employee of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise has been given or has used the title of “Vice President”
or any other title that could be construed to suggest or imply that such person is or may be an officer of the Corporation or of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall not result in
such person being constituted as, or being deemed to be, an officer of the Corporation or of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for purposes of this Article IX.

 Article X - Amendments

 The Board is expressly empowered to adopt, amend or repeal the bylaws of the Corporation. The stockholders also shall have power to adopt,
amend or repeal the bylaws of the Corporation; provided, however, that such action by stockholders shall require, in addition to any other vote required by the Certificate of Incorporation or applicable law, the affirmative vote of the holders of at
least two-thirds of the voting power of all the then-outstanding shares of voting stock of the Corporation with the power to vote generally in an election of directors, voting together as a single class.

 26

 Article XI - Definitions

 As used in these bylaws, unless the context otherwise requires, the following terms shall have the following meanings:

 An “ electronic transmission ” means any form of communication, not directly involving the physical transmission of paper,
including the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks or databases), that creates a record that may be retained, retrieved and reviewed by a recipient thereof,
and that may be directly reproduced in paper form by such a recipient through an automated process.
 An “ electronic
mail ” means an electronic transmission directed to a unique electronic mail address (which electronic mail shall be deemed to include any files attached thereto and any information hyperlinked to a website if such electronic mail includes
the contact information of an officer or agent of the Corporation who is available to assist with accessing such files and information).

 An “ electronic mail address ” means a destination, commonly expressed as a string of characters, consisting of a unique
user name or mailbox (commonly referred to as the “local part” of the address) and a reference to an internet domain (commonly referred to as the “domain part” of the address), whether or not displayed, to which electronic
mail can be sent or delivered.
 The term “ person ” means any individual, general partnership, limited partnership,
limited liability company, corporation, trust, business trust, joint stock company, joint venture, unincorporated association, cooperative or association or any other legal entity or organization of whatever nature, and shall include any successor
(by merger or otherwise) of such entity.

 27

 WHITEHAWK MINERALS CORP.

 Certificate of Amendment and Restatement of Bylaws

 The undersigned hereby certifies that he is the duly elected, qualified, and acting Secretary of WhiteHawk Minerals Corp., a Delaware
corporation (the “Corporation”), and that the foregoing bylaws were adopted by the Board of the Corporation on March 21, 2026 to be effective as of June 10, 2026.

 By:

 /s/ Jeffrey Slotterback

 Name:

 Jeffrey Slotterback

 Title:

 Chief Financial Officer, Treasurer and Secretary

 28

EX-10.1 · d150033dex101.htm

EX-10.1
 4
 d150033dex101.htm
 EX-10.1

 Exhibit 10.1

 CONTRIBUTION AGREEMENT

 by and among

 WhiteHawk Income Corporation , a Delaware corporation,

 WhiteHawk Income Operating Partnership L.P. , a Delaware limited partnership,

 WhiteHawk Management LLC , a Delaware limited liability company,

 and
 WhiteHawk Minerals
LLC , a Delaware limited liability company,
 dated as of

 June 9, 2026

 TABLE OF CONTENTS

 Page

 Article I CONTRIBUTION OF THE INTERESTS

 2

 Section 1.01

 CONTRIBUTION OF THE INTERESTS

 2

 Section 1.02

 SUBSCRIPTION TO WHIC SHARES

 2

 Section 1.03

 MISDIRECTED ASSETS, LIABILITIES AND PAYMENTS

 2

 Article II CONTRIBUTION CONSIDERATION

 2

 Section 2.01

 CONTRIBUTION AND SUBSCRIPTION CONSIDERATION

 2

 Section 2.02

 EARNOUT CONSIDERATION

 2

 Section 2.03

 INTENDED TAX TREATMENT

 6

 Article III CLOSING

 6

 Section 3.01

 CLOSING AND PLACE

 6

 Section 3.02

 CONDITIONS PRECEDENT

 6

 Section 3.03

 COSTS

 9

 Article IV REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTOR

 9

 Section 4.01

 DUE EXECUTION; DUE AUTHORIZATION; APPROVALS

 9

 Section 4.02

 NO CONFLICT

 10

 Section 4.03

 LITIGATION

 10

 Section 4.04

 INSOLVENCY

 10

 Section 4.05

 FINANCIAL STATEMENTS

 11

 Section 4.06

 OWNERSHIP OF EQUITY INTERESTS; TITLE

 11

 Section 4.07

 ISSUANCE OF WHIC SHARES AND WHITEHAWK OP UNITS

 12

 Section 4.08

 ORGANIZATION AND QUALIFICATION

 13

 Section 4.09

 CONTRACTS

 13

 Section 4.10

 COMPLIANCE WITH LAWS

 13

 Section 4.11

 FOREIGN ASSET CONTROL

 14

 Section 4.12

 TAX MATTERS

 14

 Section 4.13

 ABSENCE OF CERTAIN CHANGES

 16

 Section 4.14

 EMPLOYEES

 16

 Section 4.15

 BENEFIT PLANS

 18

 Section 4.16

 LOANS TO THE COMPANY OR SERVICES

 20

 Section 4.17

 LICENSES AND PERMITS

 20

 Section 4.18

 ABSENCE OF UNDISCLOSED LIABILITIES

 20

 Section 4.19

 REAL PROPERTY

 21

 Section 4.20

 INTELLECTUAL PROPERTY; IT SYSTEMS

 21

 Section 4.21

 ENVIRONMENTAL LIABILITY

 21

 Section 4.22

 POWERS OF ATTORNEY

 22

 Section 4.23

 TRANSACTIONS WITH RELATED PARTIES

 22

 Section 4.24

 IMPROPER PAYMENTS

 22

 i

 Section 4.25

 NO OTHER OPERATIONS

 23

 Section 4.26

 SUFFICIENCY OF ASSETS

 23

 Section 4.27

 INVESTMENT COMPANY ACT

 23

 Section 4.28

 BROKERS, FINDERS AND ADVISORS

 24

 Article V REPRESENTATIONS AND WARRANTIES OF WHITEHAWK OP and WHIC

 24

 Section 5.01

 ORGANIZATION AND QUALIFICATION

 24

 Section 5.02

 DUE AUTHORIZATION; APPROVALS

 24

 Section 5.03

 BROKERS, FINDERS AND ADVISORS

 25

 Section 5.04

 COMMON UNITS

 25

 Section 5.05

 CLASS B COMMON STOCK

 25

 Section 5.06

 TAX MATTERS

 25

 Section 5.07

 NO CONFLICT

 26

 Section 5.08

 NO OTHER REPRESENTATIONS AND WARRANTIES

 26

 Article VI COVENANTS

 26

 Section 6.01

 CONDUCT OF BUSINESS PRIOR TO CLOSING

 26

 Section 6.02

 ACCESS TO INFORMATION

 29

 Section 6.03

 CONSENTS AND APPROVALS

 29

 Section 6.04

 TAX MATTERS

 30

 Section 6.05

 SUPPLEMENTAL DISCLOSURE

 34

 Section 6.06

 CONFIDENTIALITY; PUBLICITY

 34

 Section 6.07

 TERMINATION AND ASSIGNMENT OF AGREEMENTS

 34

 Section 6.08

 EXPENSES AND INDEBTEDNESS

 34

 Section 6.09

 RESTRICTIVE COVENANTS

 35

 Article VII INDEMNIFICATION AND CLAIMS

 35

 Section 7.01

 SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS

 35

 Section 7.02

 INDEMNIFICATION OF WHITEHAWK OP

 36

 Section 7.03

 INDEMNIFICATION OF CONTRIBUTOR

 36

 Section 7.04

 LIMITATIONS

 37

 Section 7.05

 INDEMNIFICATION PROCEDURES

 38

 Section 7.06

 CHARACTER OF INDEMNITY PAYMENTS

 40

 Section 7.07

 REMEDIES

 40

 Section 7.08

 SUBROGATION/INSURANCE

 40

 Article VIII TERMINATION

 41

 Section 8.01

 TERMINATION

 41

 Section 8.02

 EFFECT OF TERMINATION

 41

 ii

 Article IX GENERAL PROVISIONS

 42

 Section 9.01

 NOTICES

 42

 Section 9.02

 ENTIRE AGREEMENT; AMENDMENTS

 42

 Section 9.03

 SUCCESSORS AND ASSIGNS

 43

 Section 9.04

 FURTHER DOCUMENTS

 43

 Section 9.05

 GOVERNING LAW; JURISDICTION; WAIVER OF JURY

 43

 Section 9.06

 COUNTERPARTS

 44

 Section 9.07

 CONSTRUCTION OF AGREEMENT

 44

 Section 9.08

 NO WAIVER

 44

 Section 9.09

 SEVERABILITY

 44

 Section 9.10

 HEADINGS

 44

 Section 9.11

 INTERPRETATION

 44

 Section 9.12

 RELEASE

 44

 Exhibits

 Exhibit A

 Defined Terms

 Exhibit B

 Form of A&R OP LPA

 Exhibit C

 Form of Management Employment Agreements

 Exhibit D

 Form of A&R WHIC Charter

 Exhibit E

 Form of Registration Rights Agreement

 iii

 CONTRIBUTION AGREEMENT

 THIS CONTRIBUTION AGREEMENT (this “ Agreement ”) is entered into as of June 9, 2026 by and among WhiteHawk
Income Corporation, a Delaware corporation (“ WHIC ”), WhiteHawk Income Operating Partnership L.P., a Delaware limited partnership (“ WhiteHawk OP ”), WhiteHawk Management LLC, a Delaware limited liability
company (the “ Company ”) and WhiteHawk Minerals LLC, a Delaware limited liability company (the “ Contributor ”). Capitalized terms used but not defined herein shall have the respective meanings set forth on
 Exhibit A .
 RECITALS

 WHEREAS , the Contributor owns 100% of the total issued and outstanding membership interests of the Company (the
“ Interests ”);
 WHEREAS , WhiteHawk Energy Services LLC, a Delaware limited liability company
 (“ Services ”), a wholly owned subsidiary of the Company, employs all the employees that provide services to WhiteHawk OP and its Affiliates as of the date hereof;

 WHEREAS , (i) effective as of the Contribution Date, the Contributor will contribute and assign to WhiteHawk OP all of its
right, title and interest in and to the Interests, and the Contributor will receive from WhiteHawk OP the WhiteHawk OP Units and (ii) effective as of the Closing, the Contributor will subscribe for the WHIC Shares for $0.0001 per share, in
accordance with the terms and subject to the conditions set forth herein;
 WHEREAS , in connection with the issuance by WhiteHawk OP
to the Contributor of the WhiteHawk OP Units at the Closing, WhiteHawk OP, WHIC, the Contributor and others shall enter into an amendment and restatement of the WH OP Partnership Agreement substantially in the form of Exhibit B
attached hereto (the “ A&R OP LPA ”) in order to set forth certain rights, responsibilities and restrictions with respect to, among other things, such WhiteHawk OP Units;

 WHEREAS , contemporaneously with closing, WHIC will consummate an initial public offering (the “ IPO ”) of its
Class A common stock, with a par value of $0.0001 per share (“ Class A Common Stock ”), and in connection with the IPO and the issuance by WHIC to the Contributor of the WHIC Shares at the Closing, amend and restate
its certificate of incorporation substantially in the form of Exhibit E attached hereto (the “ A&R WHIC Charter ”) in order to set forth certain rights, responsibilities and restrictions with respect to, among other
things, such WHIC Shares; and
 WHEREAS , the Board of Directors of WHIC, on behalf of both WHIC and WhiteHawk Income OP GP
LLC, a Delaware limited liability company wholly owned by WHIC and the general partner of WhiteHawk OP (the “ WH OP GP ”), has reviewed and evaluated this Agreement and the Transactions and, based on the recommendation of a duly
authorized and fully empowered special committee of independent members of Board of Directors, who have unanimously determined that this Agreement, the Transactions, and the entering into by WHIC and WhiteHawk OP of this Agreement and the
Transaction Documents, are in the best interests of WHIC and its stockholders and WhiteHawk OP and its limited partners.

 1

 NOW, THEREFORE , in consideration of the foregoing and the representations,
 warranties, covenants and other terms contained in this Agreement, the parties hereto, intending to be legally bound hereby, agree as follows:

 ARTICLE I

 CONTRIBUTION OF THE INTERESTS

 Section 1.01 CONTRIBUTION OF THE INTERESTS . On the terms and subject to the conditions contained in this
Agreement, on the Contribution Date, the Contributor shall contribute to WhiteHawk OP all of the Contributor’s right, title, and interest in and to the Interests, free and clear of any Encumbrances (other than transfer restrictions imposed
under applicable securities Laws) (the “ Contribution ”).
 Section 1.02 SUBSCRIPTION TO WHIC
SHARES . On the terms and subject to the conditions contained in this Agreement, at the Closing, the Contributor agrees to pay, at the time or times as determined by the Board of Directors of WHIC, cash in the amount that equals $0.0001
per share of the WHIC Shares.
 Section 1.03 MISDIRECTED ASSETS, LIABILITIES AND PAYMENTS . At any time
after the Closing, the Contributor shall, or shall cause its Affiliates to, take all actions reasonably requested by WhiteHawk OP or WHIC to effect the provisions of this Article I , including the transfer of any Misdirected Assets to
WhiteHawk OP or WHIC (or its designated Affiliate) and the assumption or discharge by the Contributor of any Misdirected Liabilities. Further, the Contributor agrees to pay or otherwise discharge the Misdirected Liabilities or, to the extent that
any Misdirected Liabilities are required to be discharged by WhiteHawk OP, WHIC or any of its Affiliates, to provide WhiteHawk OP, WHIC or its applicable Affiliate with the funds for such purpose. Any action taken pursuant to this
 Section 1.02 after the Closing shall be deemed to have occurred as of the Effective Time.
 ARTICLE II

 CONTRIBUTION CONSIDERATION

 Section 2.01 CONTRIBUTION AND SUBSCRIPTION CONSIDERATION . In exchange for the Contribution, on the
Contribution Date, WhiteHawk OP shall issue to the Contributor a number of Common Units equal to 75% of the quotient of the Internalization Price divided by the IPO Price (the “ WhiteHawk OP Units ”). In exchange for the Contributor
subscribing to a corresponding number of shares of Class B Common Stock of WHIC for $0.0001 per share (the “ WHIC Shares ” and, together with the WhiteHawk OP Units, the “ Contribution and Subscription Closing
Consideration ”), WHIC shall issue to the Contributor a corresponding number of shares of Class B Common Stock.

 Section 2.02 EARNOUT CONSIDERATION.

 (a) Determination of Earnout OP Units and Earnout WHIC Shares . As additional consideration for the Contribution, subject to and in
accordance with the terms and conditions of this Section 2.02 , Contributor may be entitled to receive from WhiteHawk OP up to an aggregate number of Common Units equal to 25% of the quotient of the Internalization Price
divided by the IPO Price (the “ Earnout OP Units ”) and from WHIC a corresponding number of shares of Class

 2

 B Common Stock (the “ Earnout WHIC Shares ” and collectively, the “ Earnout
Consideration ”), based on WhiteHawk OP’s financial performance during each of the three 12-month periods from July 1, 2026 to June 30, 2029 (each, an “ Earnout
Year ”), as follows:
 (i) the twelve (12)-month period beginning on July 1, 2026, and ending on June 30,
2027 (“ Earnout Year One ”);
 (ii) the twelve (12)-month period beginning on July 1, 2027, and ending
on June 30, 2028 (“ Earnout Year Two ”); and
 (iii) the twelve (12)-month period beginning on
July 1, 2028, and ending on June 30, 2029 (“ Earnout Year Three ”).
 (b) Calculation of Earnout OP Units and
Earnout WHIC Shares . The Earnout OP Units and corresponding Earnout WHIC Shares to be issued to the Contributor for each Earnout Year shall be calculated as follows:

 (i) Earnout Year One .

 (A) If Earnout EBITDA is less than or equal to $80,200,000, no Earnout OP Units and corresponding Earnout WHIC Shares shall be
issued to the Contributor.
 (B) If Earnout EBITDA is greater than $80,200,000 but less than $106,600,000, WhiteHawk OP
shall issue to the Contributor a number of Earnout OP Units equal to: (1) Earnout EBITDA less $80,200,000, divided by (2) $26,400,000 multiplied by (3) the Earnout Year One Amount and WHIC shall issue to the
Contributor a corresponding number of Earnout WHIC Shares.
 (C) If Earnout EBITDA is greater than or equal to $106,600,000,
WhiteHawk OP will issue to the Contributor a number of Earnout OP Units equal to the Earnout Year One Amount and WHIC shall issue to the Contributor a corresponding number of Earnout WHIC Shares.

 (ii) Earnout Year Two .

 (A) If Earnout EBITDA is less than or equal to $97,000,000, no Earnout OP Units and corresponding Earnout WHIC Shares shall be
issued to the Contributor.
 (B) If Earnout EBITDA is greater than $97,000,000 but less than $129,000,000, WhiteHawk OP will
issue to the Contributor a number of Earnout OP Units equal to: (1)(x) Earnout EBITDA less $97,000,000, divided by (y) $32,000,000, multiplied by (z) the Earnout Year Two Amount, minus (2) the number of Earnout
OP Units, if any, that were issued pursuant to Section 2.02(b)(i) and WHIC shall issue to the Contributor a corresponding number of Earnout WHIC Shares.

 3

 (C) If Earnout EBITDA is greater than or equal to $129,000,000, WhiteHawk OP
will issue to the Contributor a number of Earnout OP Units equal to (1) the Earnout Year Two Amount minus (2) the number of Earnout OP Units, if any, that were issued pursuant to Section 2.02(b)(i) and WHIC
shall issue to the Contributor a corresponding number of Earnout WHIC Shares.
 (iii) Earnout Year
Three .
 (A) If Earnout EBITDA is less than or equal to $94,800,000, no Earnout OP Units and corresponding Earnout
WHIC Shares shall be issued to the Contributor.
 (B) If Earnout EBITDA is greater than $94,800,000 but less than
$126,000,000, WhiteHawk OP will issue to the Contributor a number of Earnout OP Units equal to: (1)(x) Earnout EBITDA less $94,800,000, divided by (y) $31,200,000, multiplied by (z) the Earnout Year Three Amount
 minus (2) the number of Earnout OP Units, if any, that were issued pursuant to Section 2.02(b)(i) and/or Section 2.02(b)(ii) and WHIC shall issue to the Contributor a corresponding
number of Earnout WHIC Shares.
 (C) If Earnout EBITDA is greater than or equal to $126,000,000, WhiteHawk OP will issue to
the Contributor a number of Earnout OP Units equal to the Earnout Year Three Amount minus (2) the number of Earnout OP Units, if any, that were issued pursuant to Section 2.02(b)(i) and/or
 Section 2.02(b)(ii) and WHIC shall issue to the Contributor a corresponding number of Earnout WHIC Shares.
 (c)
 Financial Statements . All components of the Earnout EBITDA for each Earnout Year shall be determined based on the results of WhiteHawk OP’s consolidated financial statements for the applicable Earnout Period, which shall be completed in
accordance with WhiteHawk OP’s customary processes (the “ Financial Statements ”). No Earnout OP Units or Earnout WHIC Shares shall be issued with respect to any Earnout Year unless and until the Financial Statements have been
completed and delivered to the Contributor.
 (d) Earnout Statement . Within thirty (30) days after receipt of the Financial
Statements by the Contributor, the Contributor shall prepare and deliver to the Audit Committee of the Board of Directors of WHIC (the “ Audit Committee ”) a written statement (the “ Earnout Statement ”) setting
forth (i) the Earnout EBITDA for the applicable Earnout Period, and (ii) the number of Earnout OP Units and corresponding Earnout WHIC Shares due, if any, together with reasonable supporting calculations. During such time and until the
applicable Earnout Statement becomes final and binding, WhiteHawk OP shall provide the Contributor and its advisors with reasonable access to the financial books and records of WhiteHawk OP that pertain to the Earnout EBITDA, in each case, as
necessary for them to prepare the Earnout Statement. The Earnout EBITDA and the components thereof shall be calculated in the same manner as “EBTIDAX” and the components thereof are calculated by WHIC or WhiteHawk OP under the Credit
Agreement.

 4

 (e) Disputes . The Audit Committee, on behalf of WHIC and WhiteHawk OP, shall have ten
(10) days to review the Earnout Statement after its receipt (the “ Review Period ”). During such time, WhiteHawk OP shall provide the Audit Committee and its advisors with reasonable access to the financial books and records of
WhiteHawk OP that pertain to the Earnout EBITDA, in each case, as necessary for them to evaluate the Earnout Statement. If the Audit Committee disputes any portion of the Earnout Statement, then the Audit Committee may provide the Contributor with a
written notice identifying the disputed items within the Review Period (an “ Earnout Dispute Notice ”). If the Audit Committee does not provide the Contributor with such notice during the Review Period, then the Earnout Statement
shall be final and binding upon the parties hereto. If an Earnout Dispute Notice is timely delivered pursuant to this Section 2.02(e) , then the Audit Committee and the Contributor shall, during the thirty (30) day
period following such delivery, attempt in good faith to resolve such dispute. If during such thirty (30) day period, the Audit Committee and the Contributor are unable to resolve such dispute, then the amount of the Earnout EBITDA in dispute
shall be submitted by the Audit Committee and the Contributor to Ernst & Young LLP (the “ Accounting Firm ”) for resolution of any matters based upon the terms of this Agreement that remain in dispute and which were
included in the Earnout Dispute Notice. The Accounting Firm shall be instructed to deliver within thirty (30) days a written statement setting forth its determination of the Earnout EBITDA, which shall be final, conclusive and binding on the
parties hereto. All costs and expenses of the Accounting Firm incurred by WHIC, the Contributor or their respective Affiliates in connection with resolution of a dispute by an Accounting Firm under this Section 2.02(e)
shall be allocated between WHIC, on the one hand, and Contributor, on the other hand, based upon the percentage that the amount not awarded to WHIC or Contributor pursuant to this Section 2.02(e) bears to the amount
actually contested by WHIC or Contributor, as applicable.
 (f) Issuance of Earnout OP Units and Earnout WHIC Shares . As soon as
reasonable practicable, and in any event within three (3) Business Days after the Earnout Statement becomes final and binding upon the parties hereto, WhiteHawk OP shall issue to the Contributor the Earnout OP Units, if any, due to the
Contributor and WHIC shall issue to the Contributor a corresponding number of Earnout WHIC Shares.
 (g) Distribution and Dividend
Equivalents . Notwithstanding anything to the contrary herein or in the Transaction Documents, from and after the Closing Date and until the earlier of (i) the time when an Earnout OP Unit is issued in accordance with
 Section 2.02(f) hereof or (ii) the time when the Contributor’s right to receive an Earnout OP Unit is forfeited pursuant to Section 7.04(d)(i) or as a result of the Earnout Statement for
Earnout Year Three becoming final and binding, on the date that WhiteHawk OP pays a cash Distribution (if any) to Limited Partners (other than to WHIC in respect of any Series B Preferred Units or Series D Preferred Units), the Earnout OP Units
shall be considered outstanding Common Units held by the Contributor as of the close of business on such record date such that the amount of the pro rata Distribution received by the Contributor reflects a Common Unit Percentage Interest inclusive
of Earnout OP Units that the Contributor may be entitled to receive from WhiteHawk OP. For the avoidance of doubt, (x) no Earnout WHIC Shares shall be issued or deemed issued unless and until the corresponding Earnout OP Units are actually
issued pursuant to Section 2.02(f) and (y) no Distributions paid pursuant to this Section 2.02(g) shall be forfeited or otherwise subject to claw back in the event that the Earnout OP Units
included as outstanding Common Units for purposes of the Distribution are not earned and issued pursuant to Section 2.02 .

 5

 Section 2.03 INTENDED TAX TREATMENT . For all applicable Tax
purposes, the parties intend that the Contribution in exchange for the Contribution and Subscription Closing Consideration and the Earnout Consideration shall be treated as an exchange described in Section 721(a) of the Code and Revenue
Ruling 99-5, Situation 2, 1999-1 C.B. 434 (the “ Intended Tax Treatment ”). Unless otherwise required by a final determination within the meaning
of Section 1313(a) of the Code (or a similar determination under applicable state or local Law), WhiteHawk OP, WHIC, the Company, Services and the Contributor shall file all United States federal, state and local Tax Returns, to the extent
applicable, in a manner consistent with such Intended Tax Treatment and shall take no position inconsistent with such treatment.

 ARTICLE III

 CLOSING

 Section 3.01 CLOSING AND PLACE . Subject to the satisfaction or waiver of the applicable conditions set forth
in Section 3.02(c) , the contribution of the Interests (the “ Contribution Date ”) will take place remotely via the electronic exchange of documents and signatures on the date that is no more than two
(2) Business Days prior to the IPO Date (or, if no such prior date is selected by WhiteHawk OP, then on the IPO Date). Subject to the satisfaction or waiver of the conditions set forth in Section 3.02(c) , the closing
of the Transactions (the “ Closing ”) will take place remotely via the electronic exchange of documents and signatures on the IPO Date (the “ Closing Date ”) effective contemporaneously with the consummation of the
IPO.
 Section 3.02 CONDITIONS PRECEDENT .

 (a) Closing Actions and Documents of the Contributor . At the earlier of the Contribution Date or the Closing, the following closing
documents shall be executed and delivered (or caused to be executed and delivered) by the Contributor and the Company to WhiteHawk OP and WHIC:

 (i) the A&R OP LPA in the form attached as Exhibit B , duly executed and delivered by the Contributor;

 (ii) an assignment of the Interests, in form and substance reasonably acceptable to WhiteHawk OP, duly executed by the
Contributor, in favor of WhiteHawk OP;
 (iii) duly executed employment agreements for each of the individuals listed on
 Schedule 3.02(a)(iii) in the form attached as Exhibit C (the “ Management Employment Agreements ”);

 (iv) the Registration Rights Agreement, duly executed by the Contributor in the form attached as Exhibit E ;

 (v) duly executed resignations of each applicable director, officer or manager of the Company and Services, as applicable, in
form and substance reasonably acceptable to WhiteHawk OP;

 6

 (vi) resolutions of the Company and the Contributor authorizing the
execution, delivery and performance of this Agreement and any other Transaction Document to which the Company and the Contributor are a party;

 (vii) the written consent to the transactions contemplated by this Agreement from the Persons listed on Schedule
3.02(a)(vii) , in form and substance reasonably acceptable to WhiteHawk OP, duly executed by such Persons (the “ Required Consents ”);

 (viii) evidence reasonably satisfactory to WhiteHawk OP that all of the issued and outstanding equity interests of Services
have been contributed to and are wholly owned by the Company as of prior to the Closing; and
 (ix) a validly executed
Internal Revenue Service (“ IRS ”) Form W-9 from the Contributor.
 (b) Closing
Actions and Documents of WhiteHawk OP : At the earlier of the Contribution Date or the Closing (except as otherwise indicated below), the following closing documents shall be executed and delivered (or caused to be executed and delivered) by
WhiteHawk OP or WHIC, as applicable, to the Contributor:
 (i) the A&R OP LPA, duly executed and delivered by WhiteHawk
OP and such limited partners party thereto as are required for the valid amendment and restatement of the WH OP Partnership Agreement;

 (ii) at the Closing, evidence reasonably satisfactory to the Contributor that the A&R WHIC Charter in the form attached as
 Exhibit D has been duly executed and filed and has become or will become effective contemporaneously with the Closing;

 (iii) evidence of issuance of the WHIC Shares at the Closing and the WhiteHawk OP Units on the Contribution Date comprising the
Contribution and Subscription Closing Consideration;
 (iv) duly executed employment agreements for each of the individuals
listed on Schedule 3.02(a)(iii) in the form attached as Exhibit C ;
 (v) the Registration Rights Agreement,
duly executed by WHIC in the form attached as Exhibit E ; and
 (vi) resolutions of WhiteHawk OP and WHIC, authorizing
the execution, delivery and performance of this Agreement and any other Transaction Document to which WhiteHawk OP or WHIC is a party.

 (c) Closing Conditions . The respective obligations of each party to effect the Contribution and Closing are subject to the
satisfaction or waiver at or prior to each of the Contribution Date and the Closing (except as otherwise indicated below) of each of the following conditions that run in the favor of such party:

 (i) For the benefit of the Contributor:

 7

 (A) (1) With only such exceptions as would not reasonably be expected
to have, individually or in the aggregate, a material adverse effect on the ability of WhiteHawk OP or WHIC to consummate the IPO or the Transactions, each of the representations and warranties of WhiteHawk OP and WHIC set forth in Article V
shall be true and correct as of the Contribution Date and Closing Date as though made on and as of the Contribution Date and Closing Date (except any representations and warranties that expressly speak as of a specified date or time need only be
true and correct as of such specified date or time) and (2) all of the covenants and agreements of WhiteHawk OP and WHIC set forth herein and required to have been performed as of the Contribution Date or Closing Date shall have been performed
in all material respects as of the Contribution Date or Closing Date (as the case may be);
 (B) The Contributor shall have
received a certificate, in form and substance reasonably satisfactory to the Contributor, executed by the Secretary (or other officer) or manager, as applicable, of WHIC and the WH OP GP on behalf of WhiteHawk OP, to the effect of clause
 (A) above; and
 (C) The execution and delivery of Transaction Documents required to be executed and
delivered by each signatory thereto pursuant to Section 3.02(b) ;
 (ii) For the benefit of
WHIC and WhiteHawk OP:
 (A) (1) The Fundamental Representations shall be true and correct in all respects as of the
Contribution Date and Closing Date, (2) with only such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each of the other representations and warranties of the Contributor set
forth in Article IV shall be true and correct as of the Contribution Date and Closing Date as though made on and as of the Contribution Date and Closing Date (except any representations and warranties that expressly speak as of a specified
date or time need only be true and correct as of such specified date or time); provided that any exceptions and qualifications with regard to materiality or Material Adverse Effect contained therein shall be disregarded for purposes of this
 Section 3.02(c)(ii)(A)(2) , and (3) all of the covenants and agreements of the Contributor and the Company set forth herein and required to have been performed as of the Contribution Date or Closing Date shall have been performed in
all material respects as of the Contribution Date or Closing Date (as the case may be);
 (B) There shall not have occurred
a Material Adverse Effect;
 (C) WhiteHawk OP shall have received a certificate, in form and substance reasonably
satisfactory to WhiteHawk OP, executed by the Secretary (or other officer) or manager, as applicable, of the Contributor, to the effect of clause (A) and clause (B) above; and

 8

 (D) The execution and delivery of the Transaction Documents required to be
executed and delivered (or caused to be executed and delivered) by the Contributor and Services pursuant to Section 3.02(a) ;

 (iii) For the benefit of all Parties hereto:

 (A) no statute, rule, regulation, order, decree or injunction shall have been enacted, entered, promulgated or enforced by a
Governmental Authority that prohibits the consummation of the IPO or the Transactions; and
 (B) at the Closing, the
substantially contemporaneous consummation of the IPO.
 Section 3.03 COSTS.

 (a) Contributor Costs . WhiteHawk OP and WHIC shall directly pay for all out of pocket costs and expenses incurred by the Company,
Services or the Contributor in connection with the Transactions, including any legal fees or fees of any financial, accounting and other advisors incurred by the Company, Services or the Contributor in connection with the Transactions, in the
aggregate up and including an amount equal to the Transaction Expenses Cap. Contributor shall pay for all such costs and expenses in excess of the Transaction Expenses Cap.

 (b) WhiteHawk OP Costs . WhiteHawk OP and WHIC shall directly pay for all of their respective costs and expenses incurred in connection
with the Transactions, including any legal fees or fees of any financial, accounting and other advisors.
 (c) Survival . The
provisions of this Section 3.03 shall survive the Closing.
 ARTICLE IV

 REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTOR

 With respect to any Section of this Article IV, except as set forth in the disclosure schedules delivered by the Contributor to WhiteHawk OP
and WHIC on the date of this Agreement, the Contributor hereby represents and warrants to WhiteHawk OP and WHIC as follows as of the date hereof and as of the Contribution Date and Closing Date (except as to any representations and warranties that
expressly speak as of a specified date or time, in which case only as of such specified date or time):
 Section 4.01 DUE
EXECUTION; DUE AUTHORIZATION; APPROVALS.
 (a) This Agreement has been duly executed and delivered by the Contributor and the Company
and constitutes the legal, valid and binding agreement of the Contributor and the Company enforceable against each such Person in accordance with its terms, subject to applicable bankruptcy, insolvency or other similar Laws affecting enforcement of
creditors’ rights and to general principles of equity (the “ Enforceability Exceptions ”). Each of the Contributor and the Company has all requisite company power and authority to execute and deliver this Agreement and each
Transaction Document to which it is a party and to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery of this Agreement and the Transaction Documents to which any of the Contributor and
the Company is a party, and the performance by the Contributor and the Company of each of the Transactions contemplated to be performed by it, have been approved by all necessary company action or other proceedings on the part of each.

 9

 Section 4.02 NO CONFLICT.

 (a) Neither the execution, delivery, nor performance of this Agreement or any other Transaction Document to which it is a party by the
Contributor or the Company, nor any action or omission on the part of the Contributor or the Company required pursuant hereto or thereto, nor the consummation of the Transactions by the Contributor or the Company will (i) violate or conflict
with, or result in a breach or default of, any provision of any resolution adopted by the board of managers (or equivalent governing body), members or other equityholders, the certificate of formation, operating agreement or equivalent governing
documents of the Contributor or the Company, (ii) result in a breach or violation of, or constitute a default under, any Legal Requirement applicable to the Contributor or the Company, or (iii) constitute a default or result in the
cancellation, termination, acceleration, breach or violation of any Contract or other material document to which the Contributor or the Company is a party or by which any of their properties are bound, or give any Person the right to challenge any
such transaction, to declare any such default, cancellation, termination, acceleration, breach or violation or to exercise any remedy or obtain any other relief under any such agreement, instrument, indenture or other material document or under any
Legal Requirement; and (b) neither the Contributor nor the Company is or will be required to give any notice to, make any filing with, or obtain any consent from any Person in connection with the execution and delivery of this Agreement or any
other Transaction Document to which it is a party.
 Section 4.03 LITIGATION.

 (a) There are no Actions pending or, to the Knowledge of the Contributor, threatened against the Contributor, and there are no outstanding,
pending or threatened orders, writs, judgments, decrees, decisions, injunctions or settlements against the Contributor that would impair the ability of the Contributor to perform its obligations under this Agreement or any other Transaction Document
to which it is a party or prevent the consummation of the Transactions.
 (b) There are no Actions pending or, to the Knowledge of the
Company, threatened against the Company, and there are no outstanding, pending or threatened orders, writs, judgments, decrees, decisions, injunctions or settlements against the Company.

 (c) There are no Actions pending or, to the Knowledge of Services, threatened against Services, and there are no outstanding, pending or
threatened orders, writs, judgments, decrees, decisions, injunctions or settlements against Services.
 Section 4.04
INSOLVENCY . Neither the Contributor, the Company nor Services is subject to: (i) a general assignment for the benefit of creditors; (ii) a voluntary petition in bankruptcy or the filing of an involuntary petition by its
creditors; (iii) the appointment of a receiver to take possession of all, or substantially all, of its assets; (iv) the attachment or other judicial seizure of all, or substantially all, of its assets; (v) an admission in writing of
its inability to pay its debts as they come due; or (vi) an offer of settlement, extension or composition to its creditors generally.

 10

 Section 4.05 FINANCIAL STATEMENTS.

 (a) The Contributor has made available to WhiteHawk OP (i) the consolidated audited balance sheets of the Contributor and the Company as
of the calendar years ended December 31, 2025, December 31, 2024 and December 31, 2023, (ii) the related consolidated audited statements of income, changes in members’ equity, and cash flows of the Contributor and the Company
for the calendar years then ended, and (iii) the consolidated unaudited balance sheet of the Contributor and the Company as of March 31, 2026 and the consolidated unaudited statement of income, changes in members’ equity and cash
flows of the Contributor and the Company for the three (3) month period then ended (collectively, the “ Company Financial Statements ”). The Company Financial Statements and the notes thereto, if any, fairly present in all
material respects the financial position of the Company and results of its operations and cash flows, in each case, as of the dates or for the periods then ended and were prepared in accordance with GAAP except as otherwise stated therein or, in the
case of unaudited financial statements, for the omission of footnotes and subject to year-end adjustments in the ordinary course of business, none of which are material, individually or in the aggregate.

 Section 4.06 OWNERSHIP OF EQUITY INTERESTS; TITLE.

 (a) All the issued and outstanding Equity Interests of the Company have been duly authorized and are validly issued, fully paid and not
subject to any unsatisfied capital commitments. The Contributor owns (beneficially and of record) all the issued and outstanding Equity Interests of the Company, free and clear of Encumbrances (other than transfer restrictions arising under
applicable securities Laws). Other than the Interests, which are owned beneficially and of record by the Contributor, there are no issued or outstanding Equity Interests of the Company. Other than the Company’s ownership of Services, the
Company does not directly or indirectly own or otherwise hold any Equity Interests of any other Person, and the Company does not have any right or obligation (including a contingent right or obligation) to acquire such an interest. There are no
outstanding or authorized subscriptions, options, warrants, calls, rights or convertible or exchangeable securities or any other agreements or other instruments giving any Person the right to acquire any Equity Interests in the Company, or giving
any Person any right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option to acquire any such Equity Interests. There are no outstanding or authorized share
appreciation, phantom share, profit participation or similar rights for which the Company has any liability. There are no voting trusts, proxies or other agreements or understandings to which the Company or the Contributor is a party with respect to
the acquisition, disposition or voting of any Equity Interests of the Company. There are no issued or outstanding bonds, indentures, notes or other Indebtedness having the right to vote (or convertible into securities that have the right to vote) on
any matters on which the members of the Company may vote. Immediately following the Closing, WhiteHawk OP shall own all of the Interests, free and clear of all Encumbrances, other than those imposed by applicable securities Laws.

 11

 (b) The Company owns (beneficially and of record) all the issued and outstanding Equity
Interests of Services, free and clear of Encumbrances (other than transfer restrictions arising under applicable securities Laws). Services does not directly or indirectly own or otherwise hold any Equity Interests of any other Person, and Services
does not have any right or obligation (including a contingent right or obligation) to acquire such an interest. There are no outstanding or authorized subscriptions, options, warrants, calls, rights or convertible or exchangeable securities or any
other agreements or other instruments giving any Person the right to acquire any Equity Interests in Services, or giving any Person any right or privilege (whether pre-emptive or contractual) capable of
becoming an agreement or option to acquire any such Equity Interests. There are no outstanding or authorized share appreciation, phantom share, profit participation or similar rights for which Services has any liability. There are no voting trusts,
proxies or other agreements or understandings to which Services or the Company is a party with respect to the acquisition, disposition or voting of any Equity Interests of Services, other than the contribution agreement pursuant to which the Company
acquired all of the Equity Interests of Services. There are no issued or outstanding bonds, indentures, notes or other Indebtedness having the right to vote (or convertible into securities that have the right to vote) on any matters on which the
members of Services may vote.
 Section 4.07 ISSUANCE OF WHIC SHARES AND WHITEHAWK OP UNITS.

 (a) The Contributor understands that the WHIC Shares and the WhiteHawk OP Units being issued hereunder have not been and will not be
registered under the Securities Act of 1933, as amended (the “ Securities Act ”), or under applicable state securities Laws (“ Blue Sky Laws ”), in reliance upon exemptions contained in the Securities Act and Blue
Sky Laws and any applicable regulations promulgated thereunder or interpretations thereof, and cannot be offered for sale, sold or otherwise transferred unless, among other things (including for estate planning purposes), such units subsequently are
so registered or qualify for exemption from registration under the Securities Act (including, without limitation, the exemption provided by Rule 144 thereunder, if available) and applicable Blue Sky Laws.

 (b) The WHIC Shares and WhiteHawk OP Units are being acquired under this Agreement by the Contributor in good faith solely for its own account
for investment and not with a view toward resale or other distribution in violation of the Securities Act, and such units shall not be disposed of by the Contributor in contravention of the Securities Act or any applicable Blue Sky Laws.

 (c) The Contributor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks
of its investment in the WHIC Shares and WhiteHawk OP Units and understands and is able to bear any economic risks associated with such investment (including the inherent risk of losing all or part of its investment in such units).

 (d) The Contributor is directly familiar with the business that is conducted and is intended to be conducted by WhiteHawk OP and WHIC,
including financial matters related to such business, has been given the opportunity to ask questions of, and receive answers from the officers and directors of WHIC and WhiteHawk OP concerning the business and financial affairs of WHIC and
WhiteHawk OP, and the terms and conditions of its acquisition of such units, and has had further opportunity to obtain any additional information desired (including information necessary to verify the accuracy of the foregoing).

 12

 (e) The Contributor has had an opportunity, to the full extent it deemed necessary or
desirable, to inform its legal and financial advisers of the terms, nature and risks of investing in the WHIC Shares and WhiteHawk OP Units at this time, and to consult with them as appropriate about the investment.

 (f) The Contributor is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act.

 Section 4.08 ORGANIZATION AND QUALIFICATION .

 (a) The Company (i) is a duly formed limited liability company validly existing and in good standing under the Laws of the State of
Delaware, and is duly qualified to do business and in good standing in all jurisdictions in which it is required to be qualified; and (ii) has the requisite power and authority to carry on its business as now being conducted. The Company is not
in default under any provision of its certificate of formation, operating agreement or other organizational documents.
 (b) Services
(i) is a duly formed limited liability company validly existing and in good standing under the Laws of the State of Delaware, and is duly qualified to do business and in good standing in all jurisdictions in which it is required to be
qualified; and (b) has the requisite power and authority to carry on its business as now being conducted. Services is not in default under any provision of its certificate of formation, operating agreement or other organizational documents

 Section 4.09 CONTRACTS . Other than the IMA and the ASA and the Transaction Documents entered into at the
Closing, neither the Company nor Services is a party to or otherwise bound by any Contract.
 Section 4.10 COMPLIANCE WITH LAWS.

 (a) Since the time of the Company’s formation, the Company has not received written notice of any violation of any Laws. The
Company is not, and since its date of formation, has not been, in material default under or in material violation of, nor has it been charged with any material violation of, any Law. The Business has at all times since the time of the
Company’s formation been operated in all material respects in accordance with applicable Laws and Governmental Licenses.
 (b) Since
the time of Services’ formation, Services has not received written notice of any violation of any Laws. Services is not, and since its date of formation, has not been, in material default under or in material violation of, nor has it been
charged with any material violation of, any Law. The Business has at all times since the time of Services’ formation been operated in all material respects in accordance with applicable Laws and Governmental Licenses.

 13

 Section 4.11 FOREIGN ASSET CONTROL.

 (a) None of the Company or any of its directors, officers, employee, Affiliates, or any other Person acting for or on behalf of the Company
(a) is a Person with whom transactions are prohibited or limited under any economic sanctions laws, rules, or regulations, including those administered by the U.S. government (including, without limitation, the Department of the
Treasury’s Office of Foreign Assets Control, the Department of State, or the Department of Commerce), the United Nations Security Council, the European Union, or His Majesty’s Treasury, or (b) has violated any Anti-Terrorism Laws or
any Laws relating to economic sanctions, export controls, import, customs, or antiboycott Laws within the last five (5) years. The Company is, and for the past five (5) years has been, in possession of and in compliance with any and all
licenses, registrations, and permits that may be required for its lawful conduct under any Anti-Terrorism Laws and any economic sanctions, import, and export control Laws, including without limitation the Export Administration Regulations. Within
the past five (5) years, the Company has not made any voluntary disclosure to any Governmental Authority relating to Anti-Terrorism Laws or any sanctions, import, customs, export control or antiboycott Laws, has not been the subject of any
investigation or inquiry regarding compliance with such Laws, and has not been assessed any fine or penalty under such Laws. None of the Company or any of its Affiliates or constituents engages, or will engage in, any dealings or transactions, or is
or will be otherwise associated, with any Designated Person. The Company has taken commercially reasonable measures to ensure compliance with the Anti-Terrorism Laws, including the requirement that: (y) no Person who owns any direct or indirect
interest in the Company is a Designated Person; and (z) funds invested directly or indirectly in the Company are derived from legal sources.

 (b) None of Services or any of its directors, officers, employee, Affiliates, or any other Person acting for or on behalf of Services
(a) is a Person with whom transactions are prohibited or limited under any economic sanctions laws, rules, or regulations, including those administered by the U.S. government (including, without limitation, the Department of the
Treasury’s Office of Foreign Assets Control, the Department of State, or the Department of Commerce), the United Nations Security Council, the European Union, or His Majesty’s Treasury, or (b) has violated any Anti-Terrorism Laws or
any Laws relating to economic sanctions, export controls, import, customs, or antiboycott Laws within the last five (5) years. Services is, and for the past five (5) years has been, in possession of and in compliance with any and all licenses,
registrations, and permits that may be required for its lawful conduct under any Anti-Terrorism Laws and any economic sanctions, import, and export control Laws, including without limitation the Export Administration Regulations. Within the past
five (5) years, Services has not made any voluntary disclosure to any Governmental Authority relating to Anti-Terrorism Laws or any sanctions, import, customs, export control or antiboycott Laws, has not been the subject of any investigation or
inquiry regarding compliance with such Laws, and has not been assessed any fine or penalty under such Laws. None of Services or any of its Affiliates or constituents engages, or will engage in, any dealings or transactions, or is or will be
otherwise associated, with any Designated Person. Services has taken commercially reasonable measures to ensure compliance with the Anti-Terrorism Laws, including the requirement that: (y) no Person who owns any direct or indirect interest in
Services is a Designated Person; and (z) funds invested directly or indirectly in Services are derived from legal sources.

 Section 4.12 TAX MATTERS.

 (a) The Company is, and has been since its formation, an entity disregarded as separate from a “United States person” for U.S.
federal Tax purposes.
 (b) Services is, and has been since its formation, an entity disregarded as separate from a “United States
person” for U.S. federal Tax purposes.

 14

 (c) The Company has timely filed all material federal, state, local and foreign Tax Returns
required to be filed by it with the appropriate Governmental Authorities (after giving effect to any filing extension properly granted by any such Governmental Authority having authority to do so). All such Tax Returns are true, correct, and
complete in all material respects.
 (d) Services has timely filed all material federal, state, local and foreign Tax Returns required to
be filed by it with the appropriate Governmental Authorities (after giving effect to any filing extension properly granted by any such Governmental Authority having authority to do so). All such Tax Returns are true, correct, and complete in all
material respects.
 (e) The Company has timely paid (or had timely paid on its behalf) all Taxes due and payable, including any Taxes
levied on any of the Company’s properties, assets, income or franchises, whether or not shown as owing on such Tax Returns. Except to the extent that a failure to do so would not individually or in the aggregate be material, all amounts of
Taxes that the Company was required by Law to withhold or collect in connection with amounts owing to any employee, independent contractor, creditor or other third party have been duly withheld or collected and, to the extent required, have been
timely remitted to the appropriate Governmental Authority, and the Company has complied in all material respects with all information reporting and back-up withholding provisions of applicable Law. No
deficiencies for any Taxes, other than deficiencies that would not individually or in the aggregate be material, have been proposed, asserted or assessed in writing against the Company, and no waivers or extensions of the time to assess or collect
any such Taxes are currently in effect.
 (f) Services has timely paid (or had timely paid on its behalf) all Taxes due and payable,
including any Taxes levied on any of Services’ properties, assets, income or franchises, whether or not shown as owing on such Tax Returns. Except to the extent that a failure to do so would not individually or in the aggregate be material,
all amounts of Taxes that Services was required by Law to withhold or collect in connection with amounts owing to any employee, independent contractor, creditor or other third party have been duly withheld or collected and, to the extent required,
have been timely remitted to the appropriate Governmental Authority, and Services has complied in all material respects with all information reporting and back-up withholding provisions of applicable Law. No
deficiencies for any Taxes, other than deficiencies that would not individually or in the aggregate be material, have been proposed, asserted or assessed in writing against Services, and no waivers or extensions of the time to assess or collect any
such Taxes are currently in effect.
 (g) There are no liens for Taxes (other than statutory liens for Taxes not yet due and payable) upon
any of the assets of the Company or the Interests.
 (h) There are no liens for Taxes (other than statutory liens for Taxes not yet due and
payable) upon any of the assets of Services.
 (i) There are no pending or threatened in writing audits, assessments, claims, proceedings,
or other actions with respect to Taxes or Tax Returns of, or with respect to, the Company. No power of attorney has been granted to any Person with respect to any Tax matter of the Company that will remain in force after the Closing. No claim has
been made by any Governmental Authority in writing in a jurisdiction where the Company does not file Tax Returns that such entity is or may be subject to taxation by that jurisdiction.

 15

 (j) There are no pending or threatened in writing audits, assessments, claims, proceedings,
or other actions with respect to Taxes or Tax Returns of, or with respect to, Services. No power of attorney has been granted to any Person with respect to any Tax matter of Services that will remain in force after the Closing. No claim has been
made by any Governmental Authority in writing in a jurisdiction where Services does not file Tax Returns that such entity is or may be subject to taxation by that jurisdiction.

 (k) Neither WhiteHawk OP nor any of its subsidiaries (solely in their capacities as owners of the Interests upon Closing) will be required to
include any item of income in, or exclude any item of deduction from, taxable income for any period (or any portion thereof) ending after the Closing Date as a result of any (i) adjustments under Section 481 of the Code (or any similar
adjustments under any provision of the Code or the corresponding foreign, state or local Tax Law) in respect of a Pre-Closing Tax Period, (ii) closing agreement as described in Section 7121 of the
Code (or any corresponding or similar provision of state, local or foreign Tax Law) executed on or prior to the Closing Date, (iii) installment sale or other open transaction disposition made on or prior to the Closing Date outside of the
ordinary course of business of either the Company or Services, as applicable, (iv) prepaid amount received on or prior to the Closing Date, or (v) any election made pursuant to Section 108(i) of the Code on or prior to the Closing
Date.
 Section 4.13 ABSENCE OF CERTAIN CHANGES.

 (a) Since December 31, 2025, (a) there has not been a Material Adverse Effect with respect to the Company, (b) the Company has
operated and the Business has been conducted in the ordinary course of business in all material respects, and (c) there has not been, with respect to the Company or the Business, any action that would have been prohibited by
 Section 6.01 had this Agreement been in effect for such period.
 (b) Since December 31, 2025, (a)
there has not been a Material Adverse Effect with respect to Services, (b) Services has operated and the Business has been conducted in the ordinary course of business in all material respects, and (c) there has not been, with respect to
Services or the Business, any action that would have been prohibited by Section 6.01 had this Agreement been in effect for such period.

 Section 4.14 EMPLOYEES . Services represents and warrants as follows:

 (a) Schedule 4.14(a) sets forth a list of the employees of, or individuals providing services to, Services as of the date hereof (each
such employee or individual, together with any new or replacement employees or individuals who will be employees of, or individuals providing services to, Services as of the Contribution Date, being referred to herein as a “ Business
Employee ”), showing each Business Employee’s date of hire, current hourly rate or salary or other basis of compensation, including annual bonus target for 2026, full-time or part-time status, location, exempt or non-exempt status, leave status, immigration status and job function. Other than the Business Employees set forth on Schedule 4.14(a) and any employees employed by any entity that is as of the date hereof a
direct or indirect subsidiary of WHIC, there are no employees who are providing services to the Business.

 16

 (b) As of the date of this Agreement, no Business Employee has given written notice of
intent to terminate his or her employment relationship with Services, or, to Knowledge of Services, intends to terminate his or her employment relationship with Services within the twelve (12) month period following the date hereof.

 (c) Services is not, and has not been in the past five (5) years, a party to any collective bargaining agreement or other Contract with
any labor union, labor organization or works council, and no such Contract is being negotiated, and Services is not the subject of any proceeding or organizing activity that seeks to compel Services to bargain with any labor organization or that
seeks to represent any Business Employees. No labor organization or group of employees of Services has made a demand for recognition or certification within the last five (5) years, and there are no representation or certification proceedings
or petitions seeking a representation proceeding presently pending or, to the Knowledge of Services, threatened in writing to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. There is
no strike, lockout, slowdown, or work stoppage against Services currently pending or, to the Knowledge of Services, threatened, that may interfere in any respect with the conduct of the Business. In the past five (5) years, there has been no
grievance or other labor dispute against or involving Services or involving any Business Employee in respect of such Business Employee’s employment with Services. There are no unfair labor practice charges, grievances or complaints pending or
threatened by or on behalf of any Business Employee or former Business Employee in respect of such current or former Business Employee’s employment with Services.

 (d) Services is, and for the past five (5) years has been, in compliance in all material respects with all laws regarding employment and
employment practices including, without limitation, all Laws respecting terms and conditions of employment, equal employment opportunity, discrimination, harassment, disability rights or benefits, wages and hours (including classification of
employees, minimum wage, overtime, and equitable pay practices), hours of work, child labor, civil rights, withholdings and deductions, classification and payment of employees, temporary employees, independent contractors, and consultants,
restrictive covenant obligations, employment and compensation equity, the Worker Adjustment and Retraining Notification Act of 1988 and any similar state or local “mass layoff” or “plant closing” Laws (collectively,
“ WARN ”), collective bargaining, occupational health and safety, workers’ compensation, immigration, employee trainings and notices, whistleblowing, affirmative action, automated employment decision tools (including
artificial intelligence), unemployment insurance, and other laws in respect of any reduction in force (including notice, information and consultation requirements). No claims relating to non-compliance with
the foregoing are pending or threatened. Services is not a party to, and not otherwise bound by, any consent decree, judgment, or arbitration award with, or citation by, any Governmental Authority relating to employees or employment practices, and
no judgment, consent decree, or arbitration award imposes continuing remedial obligations or otherwise limits or affects Services’ ability to manage its employees, service providers, or job applicants. There has been no “mass
layoff” or “plant closing” (as defined by WARN) with respect to Services within the one (1) year prior to Closing. Services has not, within the one (1) year prior to Closing, incurred, and no circumstances exist under
which Services would reasonably be expected to incur, any liability arising from (i) the failure to pay wages (including overtime wages), (ii) the misclassification of employees as independent contractors and/or (iii) the misclassification
of employees as exempt from the requirements of the Fair Labor Standards Act or similar state Laws.

 17

 (e) Except as set forth in Schedule 4.14(e) , there are no actions, suits, complaints,
claims, charges, governmental investigations or other legal proceedings against Services pending or, to the Knowledge of Services, threatened to be brought or filed, by or with any Governmental Authority or arbitrator concerning the employment or
termination of employment or failure to employ by Services of any current or former Business Employee of Services, including but not limited to any claim relating to the Laws outlined in Section 4.14(d) .

 (f) The Business Employees who work in the United States have appropriate documentation to work in the United States. Services has not been
notified in the past three (3) years of any pending or threatened investigation by any branch or department of U.S. Immigration and Customs Enforcement (“ ICE ”), or other federal agency charged with administration and
enforcement of federal immigration laws concerning Services, and Services has never received any “no match” notices from ICE, the Social Security Administration, or the IRS.

 (g) For the past five (5) years, no allegations of sexual harassment or sexual misconduct have been made by any Business Employee or
current or former director or officer of Services against any other Business Employee or current or former director or officer of Services, and Services has not entered into any settlement agreements related to allegations of sexual harassment or
sexual misconduct by any current or former director, officer, or Business Employee. For the past five (5) years, Services has promptly, thoroughly and impartially investigated all employment discrimination and sexual harassment allegations by,
or against, any Business Employee. Services has taken prompt corrective action that is reasonably calculated to prevent further discrimination and harassment with respect to each such allegation with potential merit. Services has not incurred, and,
to the Knowledge of Services, no circumstances exist under which Services would reasonably be expected to incur, any liability arising from such allegations.

 (h) To the Knowledge of Services, no Business Employee is in any respect in violation of any term of any employment agreement, nondisclosure
agreement, common law nondisclosure obligation, fiduciary duty, restrictive covenant agreement, or any other written obligation related to his or her engagement with Services.

 (i) Services is not and has not been: (i) a “contractor” or “subcontractor” (as defined by Executive Order
11246), (ii) required to comply with Executive Order 11246, (iii) required to maintain an affirmative action plan, or (iv) party to or bound by any contract requiring the payment of prevailing wage rates and/or benefits to workers.

 (j) The Business Employees are sufficient in number and skill to allow WhiteHawk OP to operate the Business in substantially the same manner
as it was conducted immediately prior to the Contribution Date.
 Section 4.15 BENEFIT PLANS.

 (a) Schedule 4.15(a) sets forth a correct and complete list of each material Plan.

 18

 (b) Each Plan has been established, maintained, administered and funded, in all material
respects, in accordance with its terms and in compliance with all applicable Laws, including ERISA and the Code. Each Plan that is intended to be qualified within the meaning of Section 401(a) of the Code has received a favorable determination
letter from the Internal Revenue Service on which Services is entitled to rely, and, to the Knowledge of Services, nothing has occurred with respect to the operation of such Plan that could reasonably be expected to cause the loss of such
qualification.
 (c) Services has made available to WhiteHawk OP correct and complete copies of each Plan, and to the extent applicable:
(i) all plan documents currently in effect, including any related trust documents, insurance contracts or other funding arrangements, and all amendments thereto, (ii) for the most recent plan year, (A) the IRS Form 5500 and all schedules
thereto, (B) audited financial statements and (C) actuarial or other valuation reports; (iii) the most recent Internal Revenue Service determination letter or opinion letter, as applicable, (iv) the most recent summary plan
descriptions and summary of material modifications, and (v) written summaries of all non-written Plans.

 (d) No Plan is, and neither Services nor any of its ERISA Affiliates maintains, sponsors, contributes to, participates in, has any obligation
to contribute to, or has within the past six (6) years sponsored, maintained, contributed to, participated in or had any obligation to contribute to, or has or has ever had any current or potential obligation or liability under or with respect
to any (i) “employee pension benefit plan” (as defined in Section 3(2) of ERISA), subject to Title IV of ERISA, Section 302 of ERISA, or Section 412 or Section 430 of the Code, including a “multiemployer
plan” (within the meaning of Section 3(37) or Section 4001(a)(3) of ERISA), (ii) multiple employer plan (as described in Section 413(c) of the Code or 29 C.F.R. § 4001.2), (iii) “multiple employer welfare
arrangement” (within the meaning of Section 3(40) of ERISA), or (iv) plan or arrangement providing for, post-employment health or life insurance benefits or coverage, or other post-employment welfare benefits, to any Person (other
than as required under Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code, or any similar state laws, and at the sole expense of such Person).

 (e) With respect to the Plans, all required contributions, benefits, premiums, payments or other liabilities or expenses have been timely
made, provided or paid or properly accrued in accordance with GAAP in all material respects.
 (f) With respect to any Plan, (i) no
actions, suits, claims (other than routine claims for benefits in the ordinary course), audits, inquiries, proceedings or lawsuits are pending, or, to the Knowledge of Services, threatened against any Plan, the assets of any of the trusts under such
plans or the plan sponsor or administrator, or against any fiduciary of any Plan with respect to the operation thereof, and (ii) to the Knowledge of Services, no facts or circumstances exist that could reasonably be expected to give rise to any
such actions, suits, claims, audits, inquiries, proceedings or lawsuits. No event has occurred, and to the Knowledge of Services, no condition exists that would, including by reason of Services’ affiliation with any of its ERISA Affiliates,
subject Services to any material Tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other Laws.

 19

 (g) Neither the execution and delivery of this Agreement nor the consummation of the
transactions contemplated hereby, whether alone or in connection with any other event, could reasonably be expected to (i) result in any payment or benefit becoming due to any current or former employee or other service provider of Services or
under any Plan, (ii) increase any amount of compensation or benefits otherwise payable to any current or former employee or other service provider of Services or under any Plan, or (iii) result in the acceleration of the time of payment,
funding or vesting of any benefits to any current or former employee or other service provider of Services or under any Plan.
 (h)
Services does not maintain any obligation to gross-up or reimburse any individual for any Tax or related interest or penalties incurred by such individual under any Plan, including under Section 409A of
the Code or otherwise, other than as may be provided under an expense reimbursmenet policy of Services made available to WHIC or WhiteHawk OP prior to the date hereof.

 Section 4.16 LOANS TO THE COMPANY OR SERVICES . There are no outstanding loans to, or other Indebtedness
incurred by, the Company or Services.
 Section 4.17 LICENSES AND PERMITS.

 (a) (i) The Company holds all material licenses, permits and other regulatory and governmental authorizations (“ Governmental
Licenses ”) that are required to be maintained by it in connection with the conduct of the Business, (ii) each such Governmental License is valid and in full force and effect in all material respects and will not be invalidated by
consummation of the Transactions, and (iii) the Company is and has been in compliance in all material respects with all of the terms and requirements of each Governmental License, and there are no disputes, oral agreements or forbearance
programs in effect as to any Governmental License.
 (b) (i) Services holds all Governmental Licenses that are required to be maintained by
it in connection with the conduct of the Business, (ii) each such Governmental License is valid and in full force and effect in all material respects and will not be invalidated by consummation of the Transactions, and (iii) Services is
and has been in compliance in all material respects with all of the terms and requirements of each Governmental License, and there are no disputes, oral agreements or forbearance programs in effect as to any Governmental License.

 Section 4.18 ABSENCE OF UNDISCLOSED LIABILITIES.

 (a) There are no liabilities or obligations relating to the Company or Business of any nature, whether accrued, contingent or otherwise, and,
to the Knowledge of the Contributor, there is no existing condition, situation or set of circumstances that reasonably could be expected to result in such a liability or obligation, except for liabilities or obligations reflected in the Company
Financial Statements previously provided to WhiteHawk OP (to the extent such liabilities or obligations reflected in the Company Financial Statements are reasonably apparent on their face to be specific liabilities or obligations of the Company) or
that were incurred since January 1, 2026 in the ordinary course of business (none of which relates to any breach of Contract, Action or violation of Law).

 20

 (b) There are no liabilities or obligations relating to Services or Business of any nature,
whether accrued, contingent or otherwise, and, to the Knowledge of the Company, there is no existing condition, situation or set of circumstances that reasonably could be expected to result in such a liability or obligation, except for existing
payroll liabilities or obligations incurred in the ordinary course of business and not yet due or payable.

 Section 4.19 REAL PROPERTY . Neither the Company nor Services owns or leases any real property, has ever owned
or leased any real property, and will not as of the Contribution Date own or lease any real property.
 Section 4.20 INTELLECTUAL
PROPERTY; IT SYSTEMS.
 (a) Neither the Company nor Services owns or purports to own or license any Intellectual Property.

 (b) Neither the Company nor Services owns or purports to own, lease or license any IT Systems.

 (c) The Company and the conduct and operation of the Business, as currently conducted and as currently proposed to be conducted, have not
infringed, misappropriated, or otherwise violated, and do not currently infringe, misappropriate, or otherwise violate any Intellectual Property of any Person. The Company is not the subject of any pending or threatened legal proceedings alleging or
involving any of the foregoing.
 (d) Services and the conduct and operation of the Business, as currently conducted and as currently
proposed to be conducted, have not infringed, misappropriated, or otherwise violated, and do not currently infringe, misappropriate, or otherwise violate any Intellectual Property of any Person. Services is not the subject of any pending or
threatened legal proceedings alleging or involving any of the foregoing.
 Section 4.21 ENVIRONMENTAL LIABILITY.

 (a) The Company has not been subject to, and there are no currently pending legal, administrative, arbitral or other proceedings, or claims,
actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that are reasonably likely to result in the imposition, on the Company of any material
liability or obligation arising under common law or under any local, state or federal environmental statute, regulation or ordinance, pending or threatened against the Company, and the Company is and has been in material compliance with all such
laws, statutes, regulations and ordinances. The Company is not subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Authority or third party imposing any material liability or obligation on the Company
with respect to the foregoing.
 (b) Services has not been subject to, and there are no currently pending legal, administrative, arbitral
or other proceedings, or claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that are reasonably likely to result in the imposition, on
Services of any material liability or obligation arising under common law or under any local, state or federal

 21

 environmental statute, regulation or ordinance, pending or threatened against Services, and Services is and
has been in material compliance with all such laws, statutes, regulations and ordinances. Services is not subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Authority or third party imposing any
material liability or obligation on Services with respect to the foregoing.
 Section 4.22 POWERS OF ATTORNEY.

 (a) There are no outstanding powers of attorney executed on behalf of the Company.

 (b) There are no outstanding powers of attorney executed on behalf of Services.

 Section 4.23 TRANSACTIONS WITH RELATED PARTIES . Except as set forth on Schedule 4.23 , there are no
outstanding loans, receivables or payables from or to the Contributor and its Affiliates, on the one hand, and any Business Employee, Services or the Company, on the other hand. Except as set forth on Schedule 4.23 , there is no:
(i) agreement between the Company or Services, on the one hand, and (A) the Contributor, (B) any current or former officer, employee, director, manager, partner, beneficiary or executor of the Contributor or the Company or
(C) any Affiliate of the Persons identified in clauses (A) and (B), excluding the Company and Services, on the other hand; or (ii) agreements requiring payments to be made by the Company or Services to any Person on a change of
control or otherwise as a result of the consummation of the Transactions.
 Section 4.24 IMPROPER PAYMENTS.

 (a) Neither the Company nor any director, officer, employee, Affiliate, representative, or any other Person acting for or on behalf of the
Company has (a) made, offered, or promised to make or offer any payment, loan, or transfer of anything of value, including any reward, advantage, or benefit of any kind, to or for the benefit of any Government Official, candidate for public
office, political party, or political campaign, for the purpose of (i) influencing any act or decision of such Government Official, candidate, party or campaign, (ii) inducing such Government Official, candidate, party or campaign to do or
omit to do any act in violation of a lawful duty, (iii) obtaining or retaining business for or with any Person, (iv) expediting or securing the performance of official acts of a routine nature, or (v) otherwise securing any improper
advantage; (b) paid, offered, or promised to pay or offer any bribe, payoff, influence payment, kickback, unlawful rebate, or other similar unlawful payment of any nature; (c) made, offered or promised to make or offer any unlawful
contributions, gifts, entertainment, or other unlawful expenditures; (d) established or maintained any unlawful fund of corporate monies or other properties; (e) created or caused the creation of any false or inaccurate books and records
of the Company; or (f) otherwise violated any Anti-Corruption Law. The Company has not received any written communication that alleges that the Company, or any of its representatives, is, or may be, in violation of, or has, or may have, any
liability under, any Anti-Corruption Law, has not made any voluntary disclosure to any Governmental Authority relating to any Anti-Corruption Law, has not been the subject of any investigation or inquiry regarding compliance with any Anti-Corruption
Law, and has not been assessed any fine or penalty under any Anti-Corruption Law.

 22

 (b) Neither Services nor any director, officer, employee, Affiliate, representative, or any
other Person acting for or on behalf of Services has (a) made, offered, or promised to make or offer any payment, loan, or transfer of anything of value, including any reward, advantage, or benefit of any kind, to or for the benefit of any
Government Official, candidate for public office, political party, or political campaign, for the purpose of (i) influencing any act or decision of such Government Official, candidate, party or campaign, (ii) inducing such Government
Official, candidate, party or campaign to do or omit to do any act in violation of a lawful duty, (iii) obtaining or retaining business for or with any Person, (iv) expediting or securing the performance of official acts of a routine
nature, or (v) otherwise securing any improper advantage; (b) paid, offered, or promised to pay or offer any bribe, payoff, influence payment, kickback, unlawful rebate, or other similar unlawful payment of any nature; (c) made,
offered or promised to make or offer any unlawful contributions, gifts, entertainment, or other unlawful expenditures; (d) established or maintained any unlawful fund of corporate monies or other properties; (e) created or caused the
creation of any false or inaccurate books and records of Services; or (f) otherwise violated any Anti-Corruption Law. Services has not received any written communication that alleges that Services, or any of its representatives, is, or may be,
in violation of, or has, or may have, any liability under, any Anti-Corruption Law, has not made any voluntary disclosure to any Governmental Authority relating to any Anti-Corruption Law, has not been the subject of any investigation or inquiry
regarding compliance with any Anti-Corruption Law, and has not been assessed any fine or penalty under any Anti-Corruption Law.

 Section 4.25 NO OTHER OPERATIONS.

 (a) Except as set forth in Schedule 4.25(a) and except for activities such as opening and maintaining bank accounts and filing Tax
Returns and matters contemplated by this Agreement, since its formation, the Company has not engaged in, and is not currently engaged in, any trade, business, or activity other than providing management services to WhiteHawk OP and its Affiliates.

 (b) Except as set forth in Schedule 4.25(b) and except for activities such as opening and maintaining bank accounts and filing Tax
Returns and matters contemplated by this Agreement, since its formation, Services has not engaged in, and is not currently engaged in, any trade, business, or activity other than providing employment services to WhiteHawk OP and its Affiliates.

 Section 4.26 SUFFICIENCY OF ASSETS.

 (a) After giving effect to the transactions contemplated by this Agreement and the other Transaction Documents, (i) the properties,
assets, and rights owned, leased, or licensed by WHIC and its Affiliates will collectively constitute all of the properties, assets, and rights, necessary to conduct the Business, and (ii) the Contributor and its Affiliates will not own, lease
or license any properties, assets, or rights used in or relating to the Business.
 (b) Other than
 at-will employment arrangements between Services and the Business Employees, Services has no assets or operations or is a party to any Contract.

 Section 4.27 INVESTMENT COMPANY ACT.

 (a) The Company is not required to be registered as an investment company under the Investment Company Act of 1940, as amended.

 23

 (b) Services is not required to be registered as an investment company under the Investment
Company Act of 1940, as amended.
 Section 4.28 BROKERS, FINDERS AND ADVISORS . Except as set forth in
 Schedule 4.28 , neither the Company, Services nor the Contributor has entered into any agreement resulting in, or which will result in, the Company, WhiteHawk OP, or any Affiliate thereof having any obligation or liability as a result of
the execution and delivery of this Agreement and the consummation of the Transactions for any brokerage, finder or advisory fees or charges of any kind whatsoever.

 ARTICLE V

 REPRESENTATIONS AND WARRANTIES OF WHITEHAWK OP AND WHIC

 Each of WhiteHawk OP and WHIC hereby represent and warrant, jointly and severally, to the Contributor as follows, as of the date hereof and as
of the Contribution Date and Closing Date (except as to any representations and warranties that expressly speak as of a specified date or time, in which case only as of such specified date or time):

 Section 5.01 ORGANIZATION AND QUALIFICATION.

 (a) WhiteHawk OP is a duly formed limited partnership validly existing and in good standing under the Laws of the State of Delaware and is
qualified to do business in each of the states in which it is required to be qualified, except where the failure to be so qualified would not reasonably be expected to prevent or materially delay the ability of WhiteHawk OP to perform its
obligations under the Agreement and the Transaction Documents or consummate the IPO. WhiteHawk OP is not in material default under any provision of its certificate of limited partnership, partnership agreement or other organizational document.

 (b) WHIC is a duly formed corporation validly existing and in good standing under the Laws of the State of Delaware and is qualified to do
business in each of the states in which it is required to be qualified, except where the failure to be so qualified would not reasonably be expected to prevent or materially delay the ability of WHIC to perform its obligations under the Agreement
and the Transaction Documents or consummate the IPO. WHIC is not in material default under any provision of its certificate of incorporation, bylaws or other organizational document.

 Section 5.02 DUE AUTHORIZATION; APPROVALS.

 (a) WhiteHawk OP has all necessary limited partnership power and authority to execute and deliver this Agreement and the Transaction Documents
to which it is a party, to perform its obligations hereunder and to consummate the Transactions and the IPO. The execution and delivery of this Agreement and the Transaction Documents to which it is a party constitutes the legal, valid and binding
agreement of WhiteHawk OP enforceable against WhiteHawk OP in accordance with its terms, subject to the Enforceability Exceptions. The execution and delivery of this Agreement and the Transaction Documents to which WhiteHawk OP is a party and the
performance by WhiteHawk OP of its obligations hereunder and thereunder has been approved by the WH OP GP and no other limited partnership or other proceedings on the part of WhiteHawk OP is necessary to authorize the execution and delivery by
WhiteHawk OP of this Agreement or the Transaction Documents to which WhiteHawk OP is a party or the performance by WhiteHawk OP of its obligations hereunder or thereunder.

 24

 (b) WHIC has all necessary corporate power and authority to execute and deliver this
Agreement and the Transaction Documents to which it is a party, to perform its obligations hereunder and to consummate the Transactions and the IPO. The execution and delivery of this Agreement and the Transaction Documents to which it is a party
constitutes the legal, valid and binding agreement of WHIC enforceable against WHIC in accordance with its terms, subject to the Enforceability Exceptions. The execution and delivery of this Agreement and the Transaction Documents to which WHIC is a
party and the performance by WHIC of its obligations hereunder and thereunder has been approved by all necessary corporate action and no other proceedings on the part of WHIC is necessary to authorize the execution and delivery by WHIC of this
Agreement or the Transaction Documents to which WHIC is a party or the performance by WHIC of its obligations hereunder or thereunder.

 Section 5.03 BROKERS, FINDERS AND ADVISORS . Neither WHIC nor WhiteHawk OP has entered into any agreement
resulting in, or which will result in, the Contributor or any Affiliate thereof having any obligation or liability as a result of the execution and delivery of this Agreement and the consummation of the Transactions for any brokerage, finder or
advisory fees or charges of any kind whatsoever.
 Section 5.04 COMMON UNITS . All of the WhiteHawk OP Units and
Earnout OP Units have been duly authorized and, solely in the case of the WhiteHawk OP Units, are validly issued, fully paid and non-assessable. The Earnout OP Units will be validly issued, fully paid
and non-assessable at the time of their issuance pursuant to Section 2.02(f) . The Contributor will acquire the WhiteHawk OP Units and the Earnout OP Units, if any, in accordance with
 Section 2.01 and Section 2.02 , as applicable, free and clear of all Encumbrances (other than those imposed by Section 7.04(d) or applicable securities Laws and any
transfer restrictions set forth in the A&R OP LPA). There are no restrictions on transfer of the WhiteHawk OP Units and Earnout OP Units except as referenced in this Agreement, the Management Employment Agreements and in the A&R OP LPA.

 Section 5.05 CLASS B COMMON STOCK . As of the Closing, all of the WHIC Shares and the Earnout WHIC Shares have
been duly authorized and, solely in the case of the WHIC Shares that are not Earnout WHIC Shares, are validly issued, fully paid and non-assessable. The Earnout WHIC Shares will be validly issued, fully paid
and non-assessable at the time of their issuance pursuant to Section 2.02(f) . The Contributor will acquire the WHIC Shares and the Earnout WHIC Shares, if any, in accordance with
 Section 2.01 and Section 2.02 , as applicable, free and clear of all Encumbrances (other than those imposed by Section 7.04(d) or applicable securities Laws). There are no
restrictions on transfer of the WHIC Shares and the Earnout WHIC Shares except as referenced in this Agreement and in the A&R WHIC Charter.

 Section 5.06 TAX MATTERS . For all periods from its formation through the Contribution, WhiteHawk OP has been
property classified as an entity disregarded as separate from its owner for U.S. federal income Tax purposes pursuant to Treasury Regulations Section 301.7701-3(b)(ii) and no election has been made or is
pending to change such classification.

 25

 Section 5.07 NO CONFLICT.

 (a) Neither the execution, delivery, nor performance of this Agreement or any other Transaction Document to which it is a party by WhiteHawk
OP or WHIC, nor any action or omission on the part of WhiteHawk OP or WHIC required pursuant hereto or thereto, nor the consummation of the Transactions by WhiteHawk OP or WHIC will (i) violate or conflict with, or result in a breach or default
of, any provision of any resolution adopted by the board of managers (or equivalent governing body), members or other equityholders, the certificate of formation, operating agreement or equivalent governing documents of WhiteHawk OP or WHIC,
(ii) result in a breach or violation of, or constitute a default under, any Legal Requirement applicable to the WhiteHawk OP or WHIC, or (iii) constitute a default or result in the cancellation, termination, acceleration, breach or
violation of any Contract or other material document to which the WhiteHawk OP or WHIC is a party or by which any of their properties are bound, or give any Person the right to challenge any such transaction, to declare any such default,
cancellation, termination, acceleration, breach or violation or to exercise any remedy or obtain any other relief under any such agreement, instrument, indenture or other material document or under any Legal Requirement; and (b) neither
WhiteHawk OP nor WHIC is or will be required to give any notice to, make any filing with, or obtain any consent from any Person in connection with the execution and delivery of this Agreement or any other Transaction Document to which it is a party.

 Section 5.08 NO OTHER REPRESENTATIONS AND WARRANTIES . Neither the Contributor nor any of its Affiliates
or representatives has made any representation or warranty, express or implied, as to the Company, the Business, the Interests, or any information provided to WhiteHawk OP or WHIC in connection with the Transactions, except as expressly set forth in
Article IV (including the related portions of the Schedules) or any other Transaction Document. The Contributor shall not have or be subject to any liability to WhiteHawk OP or WHIC resulting from the distribution to WhiteHawk OP or WhiteHawk
OP’s use of, any such information, including any information, documents, projections, forecasts or other materials made available to WhiteHawk OP in expectation of the Transactions, unless such information is expressly included in a
representation or warranty contained in Article IV (including the related portions of the Schedules) or any other Transaction Document. Neither WhiteHawk OP nor WHIC has relied and neither is relying on any statement, representation or warranty,
oral or written, express or implied, made by the Company or any of their respective Affiliates or representatives as to the Company, the Business, or the Interests, except as expressly set forth in Article IV (including the related portions of the
Schedules) or any other Transaction Document.
 ARTICLE VI

 COVENANTS

 Section 6.01 CONDUCT OF BUSINESS PRIOR TO CLOSING . From the date hereof until the Closing or earlier
termination of this Agreement, except as otherwise expressly provided in this Agreement or Schedule 6.01 , the Company and Services shall, and the Contributor shall cause the Company and/or Services to: (i) conduct the Business in the
ordinary course, consistent with past practice; (ii) use commercially reasonable efforts to preserve intact its present organization; (iii) use commercially reasonable efforts to keep available the services of its current employees and of
all other Persons who provide services to WhiteHawk OP and its respective Affiliates; and (iv) use commercially reasonable efforts to preserve its relationships with others

 26

 having business dealings with it relating to the Business. Without limiting the generality of the foregoing,
except as otherwise contemplated by this Agreement, from the date hereof to the Closing, without the prior written consent of WhiteHawk OP, the Contributor (with respect to the Business) shall not, and shall cause the Company and/or Services not to:

 (a) enter into any Contract;

 (b) fail to timely pay any account payable relating to the Business in the ordinary course of business, other than amounts that are subject to
dispute in good faith;
 (c) enter into any commitment or transaction relating to the Business except in the ordinary course of business;

 (d) enter into any new line of business or discontinue an existing line of business;

 (e) incur, create, assume or guarantee any Indebtedness;

 (f) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors,
affiliates, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of another
entity;
 (g) allow the lapse or termination of material policies of insurance unless contemporaneously replaced with comparable policies,
other than changes in terms, deductibles and coverage limits of any such material policies of insurance;
 (h) (1) make or permit to be
made any Tax election inconsistent with past practice or change or revoke any Tax election, (2) change any method of accounting (including for Tax purposes), (3) file any amended Tax Return or file any Tax Return in a manner inconsistent with
past practice, (4) settle or compromise any Proceeding relating to Taxes, (5) agree to an extension or waiver of the statute of limitations with respect to any claim or assessment with respect to Taxes (other than such extension that
arises solely as a result of an extension of time to file a Tax Return obtained in the ordinary course of business), (6) enter into any “closing agreement” within the meaning of Section 7121 of the Code (or any similar provision of
applicable Tax Law), (7) enter into any Tax allocation agreement or Tax sharing agreement (other than (A) any commercial agreement entered into in the ordinary course of business that does not relate primarily to Taxes or (B) to the extent
relating to the transactions contemplated by this Agreement) (8) change the Tax classification of the Company or Services, or (9) fail to pay any Taxes when due and payable;

 (i) increase the compensation or benefits of any current or former employee or other service provider of the Business, other than (1) in
the ordinary course of business consistent with past practices, (2) to the extent required by Law or (3) as required by the terms of any existing Plan set forth on Schedule 4.15(a) ;

 (j) establish, adopt, enter into, amend or terminate any Plan or any plan, agreement, program, policy, practice, trust, fund or other
arrangement that would be a Plan if it were in existence as of the date hereof;

 27

 (k) commit to any single or aggregate capital expenditure or commitment that would impose
any obligations on WhiteHawk OP or its Affiliates after the Closing (including the Company);
 (l) acquire, by merger, consolidation,
acquisition of stock or assets, or otherwise, any business or Person or division thereof;
 (m) cancel any debts or waive any claims or
rights relating to the Business, the Company or Services;
 (n) enter into any lease for real property or assign its rights under, amend or
terminate any lease with respect to real property;
 (o) issue, sell or grant any Equity Interests of the Company or Services, or any
securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any Equity Interests of the Company or Services, or any rights, warrants, options, calls, commitments or any other agreements of any character to
purchase or acquire any Equity Interests of the Company or Services or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any Equity Interests of the Company or Services or any other securities in
respect of, in lieu of, or in substitution for, the Equity Interests of the Company or Services that are outstanding on the date hereof;

 (p) initiate any claim, action, suit or proceeding or settle or compromise any claim, action, suit or proceeding pending or threatened against
it or relating to the Business, other than any such settlement or compromise that involves solely payment of money damages that is paid on or prior to Closing; provided , however , for the avoidance of doubt, that neither the Company nor
Services shall agree to, or shall, settle any claim, action, suit or proceeding if the settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Business as conducted as of the date hereof;

 (q) other than in the ordinary course of business consistent with past practice, hire or terminate, or enter into any employment contract
with, any individual, engage the services of any individual service provider, or promote or appoint any Person to any position;
 (r) make
or authorize any change in its organizational documents;
 (s) take, or agree or otherwise commit to take, any action that would reasonably
be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the Transactions;

 (t) take or authorize any action that constitutes Leakage; or

 (u) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to
prevent the satisfaction of any condition set forth in Section 3.02(c) .

 28

 Section 6.02 ACCESS TO INFORMATION . During the period from the
date hereof to the Closing or earlier termination of this Agreement, the Contributor shall furnish WhiteHawk OP and its representatives with any information and data (including copies of contracts, plans and other books and records)
concerning the Business, the Company, Services and operations of the Business as WhiteHawk OP or any of its representatives reasonably may request.

 Section 6.03 CONSENTS AND APPROVALS.

 (a) Upon the terms and subject to the conditions set forth in this Agreement, WhiteHawk OP, WHIC, the Company, Services and the Contributor
shall, and shall cause their respective Affiliates to, use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto, all things necessary, proper
and advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, the Transactions, including (i) taking all actions necessary to cause the conditions to Closing set forth in
 Section 3.02(c) hereof to be satisfied, (ii) preparation and filing of all documentation to effect all required filings, notices, petitions, statements, registrations, submissions and applications and obtaining
all necessary actions or nonactions, waivers, consents, authorizations and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Transactions and making all necessary registrations and filings
(including filings with Governmental Authorities, if any) and taking all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid legal proceeding by, any Governmental Authority or other Persons necessary in connection
with the consummation of the Transactions, (iii) reasonably defending any legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, and (iv) execution and delivery of any
additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement.
 (b) In connection
with, and without limiting the foregoing, each of WhiteHawk OP, WHIC, the Company, Services and the Contributor shall give (or shall cause to be given) any notices to any Person, and each shall use, and cause each of their respective Affiliates to
use, reasonable efforts to obtain any consents from any Person not covered by Section 6.03(a) that are necessary, proper and advisable to consummate the Transactions. Each of WhiteHawk OP, WHIC, the Company, Services
and the Contributor will furnish to the others such necessary information and reasonable assistance as the others may request in connection with the preparation of any required governmental filings or submissions and will cooperate in responding to
any inquiry from a Governmental Authority, including promptly informing the other parties of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all
material correspondence, filings or communications between any party and any Governmental Authority with respect to this Agreement. To the extent reasonably practicable, WhiteHawk OP, WHIC, the Company, Services and the Contributor or their
respective representatives shall have the right to review in advance and each of the parties will consult the others on, all the information relating to the other and each of their Affiliates that appears in any filing made with, or written
materials submitted to, any Governmental Authority in connection with the Transactions, except that confidential competitively sensitive business information may be redacted from such exchanges. To the extent reasonably practicable, neither
WhiteHawk OP, WHIC, the Company, Services or the Contributor shall, nor shall they permit their respective representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Authority in
respect of any filing, investigation or other inquiry without giving the other parties prior notice of such

 29

 meeting or conversation and, to the extent permitted by applicable Law, without giving the other parties the
opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Authority. Notwithstanding the foregoing, obtaining any approval or consent from any Person solely pursuant to this
 Section 6.03(b) shall not be a condition to the obligations of the parties to consummate the Transactions.
 (c)
Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than any Governmental Authority) with respect to the Transactions, none of WhiteHawk OP, WHIC, the Company,
Services or the Contributor or any of their respective Affiliates or representatives shall be obligated to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any accommodation or
commitment or incur any liability or other obligation to such Person, in each case that is not conditioned upon the occurrence of the Closing. Subject to the immediately foregoing sentence, the parties shall cooperate with respect to reasonable
accommodations that may be requested or appropriate to obtain such consents. WhiteHawk OP, WHIC, the Company, Services and the Contributor acknowledge and agree that no approval or consent of any such Person solely pursuant to this
 Section 6.03(c) is a condition to the obligations of any party to effect the Transactions.
 Section 6.04 TAX MATTERS.

 (a) Filing of Tax Returns .

 (i) The Company shall timely prepare and file, or cause to be timely prepared and filed, in each case at its sole expense, all
Tax Returns that are required to be filed by the Company and Services for Pre-Closing Tax Periods that are due on or before the Closing Date. Such Tax Returns shall be prepared in a manner consistent with the
past practices applicable to the preparation of such Tax Returns including all elections, accounting methods and conventions, except as required by applicable Tax Law. The Company shall provide any such Tax Return that is an income Tax Return to
WhiteHawk OP for its review, comment, and consent, which consent shall not be unreasonably withheld, conditioned or delayed, no less than 30 days prior to the due date for filing such Tax Return (including extensions).

 (ii) From and after the Closing Date and subject to the consent right noted below, WhiteHawk OP shall have the exclusive
obligation and authority, at its sole cost and expense, to prepare and file, or cause to be prepared and filed, all Tax Returns of the Company and Services for all Pre-Closing Tax Periods (including, for the
avoidance of doubt, Tax Returns relating to the Saddle Periods) that are required to be filed after the Closing Date, including for those jurisdictions and Governmental Authorities that permit or require a short period Tax Return for the period
ending on the Closing Date, and shall timely pay Taxes shown as due and owning on such Tax Returns; provided , that the Contributor shall be responsible for any such Taxes (excluding any such Taxes attributable to the portion of any Straddle
Period beginning after the Closing Date) and shall pay to WhiteHawk OP the amount of any such Taxes at least five (5) days prior to the due date for such Taxes (excluding any such Taxes attributable to the portion of any Straddle Period
beginning after the Closing Date). The Contributor shall cooperate fully and promptly in

 30

 connection with the preparation and filing of such Tax Returns. All such Tax Returns shall
be prepared in accordance with the past practice of the Company or Services, as applicable, except as required by applicable Tax Law. WhiteHawk OP shall provide any such Tax Return to the Contributor for its review, comment, and consent, which
consent shall not be unreasonably withheld, conditioned or delayed, no less than 30 days prior to the due date for filing such Tax Return (including extensions). WhiteHawk OP shall make, or cause to be made, such revisions to such Tax Returns as a
reasonably requested by the Contributor prior to the filing thereof.
 (iii) To the extent permissible under applicable Law,
the parties agree to elect (and have the Company and Services elect) to have each Tax year of the Company and Services to end on the Closing Date. If such election is not permitted or required in a jurisdiction with respect to a specific Tax such
that the Company or Services is required to file a Tax Return for a Straddle Period, the Taxes for such Straddle Period (A) shall be allocable to the Contributor to the extent such Taxes are allocated to the portion of the Straddle Period
ending at the end of the Closing Date pursuant to this Section 6.04(a)(iii ) and (B) shall be allocable to WhiteHawk OP to the extent such Taxes are allocated to the portion of the Straddle Period beginning on
the day after the Closing Date pursuant to this Section 6.04(a)(iii ) . For any Straddle Period, the Taxes of the Company or Services shall be allocated between the portion of the Straddle Period ending on the Closing
Date and the portion of the Straddle Period beginning on the day after the Closing Date: (1) in the case of Taxes based on income, gross or net sales payments, receipts or payroll, on the basis of a deemed closing of the books and records of
the Company or Services, as applicable, as of the end of the Closing Date and (2) in the case of any other Taxes, pro rata on a per diem basis based on a fraction, the numerator of which is the number of calendar days in the portion of the
period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period.
 (b)
 Cooperation on Tax Matters . WhiteHawk OP, the Company and the Contributor shall cooperate fully, as and to the extent reasonably requested by the other parties, in connection with the preparation and filing of any Tax Returns, the conduct of
any Tax audit, litigation or other proceeding with respect to Taxes or the Intended Tax Treatment, or in connection with determining any liability for Taxes of, or with respect to, the Company or Services. Such cooperation shall include (i) the
retention and (upon another party’s reasonable written request) the provision of records and information that are reasonably relevant to any such Tax Return or such Tax audit, litigation or other proceeding and (ii) making employees
reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder; provided that the party requesting assistance shall pay the reasonable out-of-pocket expenses incurred by the party providing such assistance; provided , further , that no party shall be required to provide assistance at times or in amounts that would interfere
unreasonably with the business and operations of such party. The parties agree: (i) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Pre-Closing Tax
Period and to abide by all record retention agreements entered into with any Governmental Authority and (ii) to give the other parties reasonable written notice prior to destroying or discarding any such books and records and, if the other
party so requests, WhiteHawk OP, the Company and the Contributor, as the case may be, shall allow the other party to take possession of such books and records; provided, however, that if WhiteHawk OP reasonably determines that any records,
information or material are protected by attorney-client privilege and that the disclosure of such records, information or material would reasonably be expected to jeopardize such privilege, such records, information or material are not required to
be provided pursuant to this Section 6.04(b) .

 31

 (c) Refunds . Any refunds or credits of Taxes of the Company or Services for any Pre-Closing Tax Period that are received or realized by WhiteHawk OP, the Company or their Affiliates, shall be for the account of the Contributor, and WhiteHawk OP or the Company shall pay over to the Contributor
any such refund or the amount of any such credit within fifteen (15) Business Days after receipt or entitlement thereto; provided that any such refund payable pursuant to this Section 6.04(c ) shall be net of any
Taxes or reasonable out-of-pocket costs or expenses incurred by WhiteHawk OP or the Company in connection with obtaining such refund; provided further , that if
such refund is subsequently disallowed or required to be returned to the applicable Governmental Authority, the Contributor agrees to repay promptly to WhiteHawk OP (or the Company) the amount of such refund, together with any interest,
penalties or other additional amounts imposed by such Governmental Authority.
 (d) Amended Tax Returns . WhiteHawk OP shall not, and
shall not cause or permit the Company or Services to, (i) amend any Tax Returns of the Company or Services filed with respect to any Tax year ending on or before the Closing Date or any Straddle Period, (ii) make or revoke any Tax election
for the Company or Services that has retroactive effect to any Tax year ending on or before the Closing Date and adversely affects the Taxes or Tax Returns of the Company or Services for any Pre-Closing Tax
Period or Straddle Period, (iii) extend or waive the applicable statute of limitations with respect to a Tax of the Company or Services for any Pre-Closing Tax Period or Straddle Period, (iv) file
any ruling request with any Governmental Authority that relates to Taxes or Tax Returns of the Company or Services for a Pre-Closing Tax Period or Straddle Period, or (v) enter into or pursue a voluntary
disclosure agreement with a Governmental Authority with respect to filing Tax Returns or paying Taxes for a Pre-Closing Tax Period or Straddle Period, in each such case without the prior written consent of the
Contributor, which consent shall not be unreasonably withheld, conditioned or delayed.
 (e) Transfer Taxes . All transfer,
documentary, sales, use, stamp, registration and other similar Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (“ Transfer Taxes ”) will be split evenly between the Contributor, on
the one hand, and WhiteHawk OP, on the other hand, and all necessary Tax Returns and other documentation with respect to Transfer Taxes will be prepared and filed by the party required to file such Tax Returns under applicable Law.

 (f) Withholding . Any and all payments by or on account of any obligation under this Agreement shall be made without deduction or
withholding for any Taxes, except as required by applicable Law. To the extent any party determines it is required to deduct or withhold any amounts payable pursuant to this Agreement, such party shall provide prompt written notice to the party in
respect of which such deduction or withholding is required and shall cooperate therewith to reduce or eliminate such deduction or withholding to the maximum extent permitted by applicable Law.

 32

 (g) Tax Contests .

 (i) If any Governmental Authority issues to any party hereto a notice of proposed adjustment, or a notice of its intent to
audit or conduct another Action with respect to a Tax Return or Taxes of the Company or Services for any Pre-Closing Tax Period or Straddle Period that could reasonably be expected to require the Contributor
to indemnify any WhiteHawk OP Indemnified Party pursuant to this Agreement (each, a “ Tax Contest ”), then the recipient of such notice shall notify the other parties of its receipt of such notice from the Governmental Authority
within five (5) days of receipt and provide the other parties with copies of all material correspondence and other material documents received from the Governmental Authority.

 (ii) WhiteHawk OP shall control any Tax Contest; provided , however , that (i) the Contributor may (at its sole
cost and expense) participate in (but not control) any Tax Contest, including through the retention of its own legal counsel, and (ii) WhiteHawk OP shall (A) keep the Contributor reasonably and timely informed of all material developments
and events relating to such Tax Contest, (B) consult with the Contributor in connection with the conduct of any such Tax Contest and (C) not settle or compromise any Tax Contest without the prior written consent of the Contributor (such
consent not to be unreasonably withheld, conditioned or delayed).
 (h) Allocation .

 (i) Within sixty (60) days of the final determination of the Contribution and Subscription Closing Consideration,
WhiteHawk OP shall provide to the Contributor a schedule allocating the Contribution and Subscription Closing Consideration (and any other items properly treated as consideration for U.S. federal income Tax purposes) among the assets of the Company
and Services (the “ Allocation Schedule ”).
 (ii) If within thirty (30) days of receiving the
Allocation Schedule, the Contributor has not objected, the Allocation Schedule shall be final and binding. If within thirty (30) days the Contributor objects to the Allocation Schedule, WhiteHawk OP and the Contributor shall cooperate in good
faith to resolve their differences. If after thirty (30) days, WhiteHawk OP and the Contributor are unable to agree, the parties shall retain the Accounting Firm pursuant to the provisions of Section 2.02(e) ,
 mutatis mutandis , to resolve any remaining disputes. The determination of the Accounting Firm shall be final and binding on all parties.

 (iii) The parties hereto shall make appropriate adjustments to the Allocation Schedule to reflect changes in the Contribution
and Subscription Closing Consideration. The parties hereto agree for all Tax reporting purposes to report the transactions in accordance with the agreements herein and the Allocation Schedule, as adjusted pursuant to the preceding sentence, and to
not take any position during the course of any audit or other proceeding inconsistent with the agreements as to Tax treatment herein or with such schedule unless required by a determination of the applicable Governmental Authority within the meaning
of Section 1313(a) of the Code.

 33

 Section 6.05 SUPPLEMENTAL DISCLOSURE . Subject to applicable
Law, WhiteHawk OP, on the one hand, and the Contributor and the Company, on the other hand, shall promptly, upon having or gaining actual knowledge of any event, condition or fact that would reasonably be expected to cause any of the
conditions to the other party’s obligation to consummate the Transactions not to be fulfilled, notify the other party hereto, and furnish the other party hereto any information it may reasonably request with respect thereto.

 Section 6.06 CONFIDENTIALITY; PUBLICITY . From and after the date hereof until the Closing, WhiteHawk OP
shall, and shall cause their respective Affiliates and representatives to, keep confidential and not disclose to any Person documents and information concerning the Contributor or the Company disclosed to WhiteHawk OP or its Affiliates or
representatives in connection with the Transactions. This Section 6.06 shall not apply to disclosure of information (a) to the extent that it is generally known to the public through no fault of WhiteHawk OP or any of its Affiliates or
representatives or (b) to the extent that it is required to be disclosed by applicable Law; the rules and regulations of, or pursuant to any agreement of, a stock exchange or trading system; order by a Governmental Authority; or subpoena,
summons or legal process; provided that any such disclosure shall to the extent permissible by applicable Law be made after (i) consultation with the Contributor and (ii) allowing the Contributor the reasonable opportunity to
contest such disclosure. If this Agreement is, for any reason, terminated prior to the Closing, the provisions of this Section 6.06 shall nonetheless continue in full force and effect. So long as this Agreement is in effect, the
Contributor, the Company and WhiteHawk OP shall consult with each other and give each other a reasonable opportunity to review and comment on, any press release or other public statement with respect to the Transactions and shall not issue any such
press release or make any such public statement prior to obtaining the consent of the other parties, except as may be required by applicable Law or duties under applicable Law. Notwithstanding this Section 6.0 6 , no
party shall be required to consult or obtain the consent of the other parties prior to making statements that are consistent with any previous press releases, public disclosures or public statements made by the Contributor, the Company, Services or
WhiteHawk OP in compliance with this Section 6.06 .
 Section 6.07 TERMINATION AND
ASSIGNMENT OF AGREEMENTS . Effective upon the Closing, unless WhiteHawk OP otherwise agrees, the Contributor shall cause the agreements set forth on Schedule 4.23 or required to be set forth on Schedule 4.23 (other than the
agreements set forth on Schedule 6.07 , if any), to terminate, in each case, with no liability following the Closing to the Company. Immediately prior to the Closing, the Company will assign to the Contributor the right of the Company under
the IMA to receive (i) the Liquidity Incentive Fee and (ii) unrestricted 2025 Shares (as defined therein) on the Vesting Date (as defined therein), in each case notwithstanding anything to the contrary in the IMA or the termination
thereof, which rights shall survive termination or amendment thereof unless consent is obtained from the Contributor.

 Section 6.08 EXPENSES AND INDEBTEDNESS . At or prior to the Closing, the Contributor shall cause all
Transaction Expenses in excess of the Transaction Expenses Cap and all Indebtedness of the Company and Services to be repaid and discharged in full (including any and all prepayment premiums, penalties, breakage costs, and other amounts due in
connection therewith).

 34

 Section 6.09 RESTRICTIVE COVENANTS .

 (a) Except as otherwise permitted by the Management Employment Agreements, for a period of five (5) years following the Closing Date (the
“ Restricted Period ”), the Contributor and each of its Affiliates (other than the Company and Services following the Closing) shall not, and shall cause its respective Representatives not to, directly or indirectly, anywhere in the
United States (or any other jurisdiction in which the Business is conducted or proposed to be conducted as of the Closing Date): (i) engage in, manage, operate, control, or participate in the ownership, management, operation or control of any
business or Person that competes with the Business as conducted by WhiteHawk OP and its Affiliates (including the services provided by the Company and Services) as of the Closing Date (a “ Competing Business ”); or (ii) own any
interest in any Competing Business (other than passive ownership of less than five percent (5%) of the outstanding securities of any publicly traded company).

 (b) Except as otherwise permitted by the Management Employment Agreements, during the Restricted Period, the Contributor and each of its
Affiliates shall not, and shall cause its Representatives not to, directly or indirectly: (i) solicit, hire, or attempt to solicit or hire any Business Employee (or any Person who was a Business Employee within the twelve (12) months prior
to such solicitation) or in…

EX-10.2 · d150033dex102.htm

EX-10.2
 5
 d150033dex102.htm
 EX-10.2

 Exhibit 10.2

 AMENDED AND RESTATED

 AGREEMENT OF LIMITED PARTNERSHIP

 OF
 WHITEHAWK INCOME
OPERATING PARTNERSHIP L.P.
 Dated as of June 10, 2026

 THE UNITS REPRESENTED BY THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE
OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

 Table of Contents

 ARTICLE I. DEFINITIONS

 2

 ARTICLE II. ORGANIZATIONAL MATTERS

 16

  

 Section 2.01

 Formation of Partnership

 16

 Section 2.02

 Amended and Restated Limited Partnership Agreement

 16

 Section 2.03

 Name

 16

 Section 2.04

 Purpose

 17

 Section 2.05

 Principal Office; Registered Office

 17

 Section 2.06

 Term

 17

 Section 2.07

 No Joint Venture

 17

 ARTICLE III. PARTNERS; UNITS; CAPITALIZATION

 17

 Section 3.01

 Partners

 17

 Section 3.02

 Units

 18

 Section 3.03

 Corporation Contribution and Management Contribution

 18

 Section 3.04

 Authorization and Issuance of Additional Units

 19

 Section 3.05

 Repurchases or Redemptions

 21

 Section 3.06

 Certificates Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units

 22

 Section 3.07

 Negative Capital Accounts

 23

 Section 3.08

 No Withdrawal

 23

 Section 3.09

 Loans From Partners

 23

 Section 3.10

 Equity Plans

 23

 Section 3.11

 Dividend Reinvestment Plan, Cash Option Purchase Plan, Stock Incentive Plan or Other Plan

 23

 ARTICLE IV. DISTRIBUTIONS

 24

 Section 4.01

 Distributions

 24

 Section 4.02

 Restricted Distributions

 27

 ARTICLE V. CAPITAL ACCOUNTS; ALLOCATIONS; TAX MATTERS

 28

 Section 5.01

 Capital Accounts

 28

 Section 5.02

 Book Allocations

 29

 Section 5.03

 Regulatory and Special Allocations

 30

 Section 5.04

 Tax Allocations

 31

 Section 5.05

 Withholding; Indemnification and Reimbursement for Payments on Behalf of a Partner

 33

 i

 ARTICLE VI. MANAGEMENT

 34

 Section 6.01

 Authority of General Partner

 34

 Section 6.02

 Actions of the General Partner

 35

 Section 6.03

 Transfer and Withdrawal of General Partner

 35

 Section 6.04

 Transactions Between Partnership and General Partner

 36

 Section 6.05

 Reimbursement for Expenses

 36

 Section 6.06

 Delegation of Authority

 37

 Section 6.07

 Limitation of Liability of the General Partner

 37

 Section 6.08

 Investment Company Act

 38

 Section 6.09

 Outside Activities of the Corporation and the General Partner

 38

 Section 6.10

 Standard of Care

 39

 ARTICLE VII. RIGHTS AND OBLIGATIONS OF PARTNERS

 39

 Section 7.01

 Limitation of Liability and Duties of Partners; Investment Opportunities

 39

 Section 7.02

 Lack of Authority

 40

 Section 7.03

 No Right of Partition

 40

 Section 7.04

 Indemnification

 41

 Section 7.05

 Limited Partners’ Right to Act

 42

 Section 7.06

 Inspection Rights

 42

 ARTICLE VIII. BOOKS, RECORDS, ACCOUNTING AND REPORTS

 43

 Section 8.01

 Records and Accounting

 43

 Section 8.02

 Fiscal Year

 43

 ARTICLE IX. TAX MATTERS

 43

 Section 9.01

 Preparation of Tax Returns

 43

 Section 9.02

 Tax Elections

 43

 Section 9.03

 Tax Controversies

 44

 ARTICLE X. RESTRICTIONS ON TRANSFER OF UNITS

 45

 Section 10.01

 Transfers by Partners

 45

 Section 10.02

 Permitted Transfers

 45

 Section 10.03

 Restricted Units Legend

 45

 Section 10.04

 Transfer

 46

 Section 10.05

 Assignee’s Rights

 46

 Section 10.06

 Assignor’s Rights and Obligations

 47

 Section 10.07

 Overriding Provisions

 47

 Section 10.08

 Lock-Up Restrictions

 48

 ARTICLE XI. REDEMPTION AND EXCHANGE RIGHTS

 49

 Section 11.01

 Redemption Right of a Limited Partner

 49

 Section 11.02

 Contribution of the Corporation

 54

 Section 11.03

 Exchange Right of the Corporation

 54

 Section 11.04

 Reservation of Shares of Class A Common Stock; Listing; Certificate of the Corporation

 55

 ii

 Section 11.05

 Effect of Exercise of Redemption or Exchange Right

 55

 Section 11.06

 Tax Treatment

 55

 Section 11.07

 Series B Preferred Units

 55

 Section 11.08

 Series D Preferred Units

 56

 ARTICLE XII. ADMISSION OF LIMITED PARTNERS

 57

 Section 12.01

 Substituted Limited Partners

 57

 Section 12.02

 Additional Limited Partners

 57

 ARTICLE XIII. WITHDRAWAL AND RESIGNATION; TERMINATION OF RIGHTS

 57

 Section 13.01

 Withdrawal and Resignation of Limited Partners

 57

 ARTICLE XIV. DISSOLUTION AND LIQUIDATION

 58

 Section 14.01

 Dissolution

 58

 Section 14.02

 Liquidation and Termination

 58

 Section 14.03

 Deferment; Distribution in Kind

 59

 Section 14.04

 Cancellation of Certificate

 59

 Section 14.05

 Reasonable Time for Winding Up

 60

 Section 14.06

 Return of Capital

 60

 ARTICLE XV. VALUATION

 60

 Section 15.01

 Determination

 60

 Section 15.02

 Dispute Resolution

 60

 ARTICLE XVI. GENERAL PROVISIONS

 61

 Section 16.01

 Power of Attorney

 61

 Section 16.02

 Confidentiality

 61

 Section 16.03

 Amendments

 62

 Section 16.04

 Title to Partnership Assets

 62

 Section 16.05

 Addresses and Notices

 63

 Section 16.06

 Binding Effect; Intended Beneficiaries

 63

 Section 16.07

 Creditors

 63

 Section 16.08

 Waiver

 63

 Section 16.09

 Counterparts

 63

 Section 16.10

 Applicable Law

 63

 Section 16.11

 Severability

 63

 Section 16.12

 Further Action

 64

 Section 16.13

 Delivery by Electronic Transmission

 64

 Section 16.14

 Right of Offset

 64

 Section 16.15

 Effectiveness

 64

 Section 16.16

 Entire Agreement

 64

 Section 16.17

 Remedies

 64

 Section 16.18

 Descriptive Headings; Interpretation

 65

 iii

 Exhibits

 Exhibit A – Initial Schedule of Limited Partners
 Exhibit
B – Form of Joinder Agreement
 Exhibit C – Policy Regarding Certain Equity Issuances

 iv

 AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

 WHITEHAWK INCOME OPERATING PARTNERSHIP L.P.

 This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “ Agreement ”) of WhiteHawk Income Operating
Partnership L.P., a Delaware limited partnership (the “ Partnership ”), dated as of June 10, 2026, is adopted, executed and agreed to by and among WhiteHawk Income OP GP LLC, a Delaware limited liability company, as the
sole general partner of the Partnership (the “ General Partner ”), and each of the Limited Partners (as defined herein) set forth on the signature pages hereto.

 WHEREAS, the Partnership was formed as a limited partnership pursuant to and in accordance with the Delaware Act (as defined herein) by filing
a Certificate of Limited Partnership of the Partnership (the “ Certificate ”) with the Secretary of State of the State of Delaware on November 24, 2025; and

 WHEREAS, the General Partner, as the sole general partner of the Partnership, entered into an Agreement of Limited Partnership of the
Partnership, dated as of January 27, 2026 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time to but excluding the date hereof, together with all schedules, exhibits and annexes thereto, the
“ Initial Limited Partnership Agreement ”) , with WhiteHawk Minerals Corp., a Delaware corporation, formerly known as WhiteHawk Income Corporation (the “ Corporation ”), as the sole
limited partner of the Partnership;
 WHEREAS, the Corporation entered into a Contribution Agreement (the “ Contribution
 Agreement ”), by and among the Partnership, WhiteHawk Management, LLC, a Delaware limited liability company (“ ManagementCo ”) and WhiteHawk Minerals LLC, a Delaware limited liability company
(the “ Management Contributor ”);
 WHEREAS, at the Closing, the Corporation shall contribute to the Partnership,
as a capital contribution, cash in exchange for the issuance by the Partnership to the Corporation of a number of Common Units (as defined below) equal to the number of shares of Class A Common Stock (as defined below) outstanding at the
Closing after the consummation of the Transactions (as defined below) (such contribution, the “ Corporation Contribution ”);

 WHEREAS, the Contribution Agreement further provides that (i) on the Contribution Date (as defined in the Contribution Agreement), the
Management Contributor will contribute to the Partnership 100% of the outstanding equity interests in ManagementCo in exchange for Common Units, and (ii) at the Closing, the Management Contributor will subscribe for a corresponding number of
shares of Class B Common Stock, in each case, as set forth in the Contribution Agreement (such contribution and subscription, the “ Management Contribution ” and, together with the Corporation Contribution, the
“ Contributions ”); as a result of the Management Contribution, ManagementCo will become a wholly owned subsidiary of the Partnership and the Corporation will become internally managed (the
“ Internalization ”);

 WHEREAS, the parties are entering into this Agreement to amend and restate the Initial
Limited Partnership Agreement effective as of the Effective Time to reflect (a) the Corporation Contribution and the Management Contribution and the admission of the Management Contributor as a Limited Partner and Continuing Equity Owner (as
defined herein) and (b) the rights and obligations of the Partners that are enumerated and agreed upon in the terms of this Agreement effective as of the Effective Time, at which time the Initial Limited Partnership Agreement shall be
superseded entirely by this Agreement.
 NOW, THEREFORE, in consideration of the mutual covenants, rights and obligations set forth herein
and other good and valuable consideration, the receipt and sufficiency of which each Partner (as defined herein) hereby acknowledges and confesses, the parties hereto hereby agree as follows:

 ARTICLE I.
 DEFINITIONS

 The following definitions shall be applied to the terms used in this Agreement for all purposes, unless otherwise clearly indicated to the
contrary.
 “ Additional Limited Partner ” has the meaning set forth in Section 12.02 .

 “ Adjusted Capital Account Deficit ” means, with respect to the Capital Account of any Partner as of the end of
any Taxable Year, the amount by which the balance in such Capital Account is less than zero. For this purpose, such Partner’s Capital Account balance shall be:

 (a)
 reduced for any items described in Treasury Regulations
 Section 1.704-1(b)(2)(ii)(d)(4), (5), and (6); and

 (b)
 increased for any amount such Partner is obligated to contribute or is treated as being obligated to contribute
to the Partnership pursuant to Treasury Regulations Section 1.704-1(b)(2)(ii)(c) (relating to partner liabilities to a partnership) or 1.704-2(g)(1) and 1.704-2(i)(5) (relating to minimum gain).

 “ Adjusted Taxable
Income ” means, with respect to any Partner, the estimated or actual cumulative taxable income or gain of the Partnership, as determined for U.S. federal and applicable state and local income tax purposes, allocated to such Partner with
respect to Common Units for full or partial Fiscal Years commencing on or after the Effective Date less prior losses of the Partnership allocated to such Partner with respect to Common Units for full or partial Fiscal Years commencing on or
after the Effective Date to the extent such prior losses are available to reduce such income or gain and have not previously been taken into account in the calculation of Adjusted Taxable Income for any prior period, in each case, as determined by
the General Partner; provided , that, for the avoidance of doubt, such taxable income shall be computed by taking into account (i) any special basis adjustment under Sections 734 or 743 of the Code resulting from an election by the
Partnership under Section 754 of the Code, (ii) any income, gain, loss or deduction under Section 704(c) of the Code and (iii) as determined by the General Partner in its sole discretion, any other items (including limitations
thereon) that affect a Partner’s actual or deemed tax liability attributable to its allocable share of Partnership income (e.g, net operating loss and excess interest expense limitations and tax credits) with respect to Common Units for the
relevant full or partial Fiscal Year.
 “ Admission Date ” has the meaning set forth in
 Section 10.06 .

 2

 “ Affiliate ” (and, with a correlative meaning,
“ Affiliated ”) means, with respect to a specified Person, each other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person
specified. As used in this definition, “control” (including with correlative meanings, “controlled by” and “under common control with”) means possession, directly or indirectly, of power to direct or cause the
direction of management or policies (whether through ownership of voting securities or by contract or other agreement).

 “ Agreement ” has the meaning set forth in the preamble to this Agreement.

 “ Appraisers ” has the meaning set forth in Section 15.02 .

 “ Assignee ” means a Person to whom a Limited Partner Interest has been transferred but who has not become a Limited
Partner pursuant to Article XII .
 “ Assumed Tax Liability ” means, with respect to any Partner, for each
Fiscal Year or Fiscal Quarter of the Partnership, an amount equal to the product of (i) Adjusted Taxable Income multiplied by (ii) the Tax Rate.

 “ Base Rate ” means, on any date, a variable rate per annum equal to the rate of interest most recently published by
The Wall Street Journal as the “prime rate” at large U.S. money center banks.

 “ Black-Out Period ” means any
 “black-out” or similar period under the Corporation’s policies covering trading in the Corporation’s securities to which the applicable Redeemed Partner is subject, which period
restricts the ability of such Redeemed Partner to immediately resell shares of Class A Common Stock to be delivered to such Redeemed Partner in connection with a Share Settlement.

 “ Book Value ” means, with respect to any Partnership property, the Partnership’s adjusted basis for U.S.
federal income tax purposes, adjusted from time to time to reflect the adjustments required or permitted by Treasury Regulations Sections 1.704-1(b)(2)(iv)(d)-(g) and
 1.704-1(b)(2)(iv)(s); provided , that if any noncompensatory options are outstanding upon the occurrence of any adjustment described herein, the Partnership shall adjust the Book Values of its properties
in accordance with Treasury Regulations Sections 1.704-1(b)(2)(iv)(f)(1) and 1.704-1(b)(2)(iv)(h)(2); provided further , that the Partnership shall adjust the Book
Value of its properties upon the issuance of any Management Contribution Earn Out Units in accordance with principles similar to those set forth in Treasury Regulations Section 1.704-1(b)(2)(iv)(s).

 “ Business Day ” means any day other than a Saturday or a Sunday or a day on which banks located in New York City, New
York generally are authorized or required by Law to close.
 “ Cash Amount ” means, immediately available funds in
U.S. dollars in an amount equal to the Redeemed Units Equivalent; provided, that such funds are (i) in the case of a Redemption occurring in connection with the closing of the IPO, funds that are received from the IPO and (ii) in any other
case, funds that are received from a Qualifying Offering; for the avoidance of doubt, such funds shall be equal to the net proceeds received by the Corporation from the IPO or Qualifying Offering, as applicable, determined after deduction of the
Discount.

 3

 “ Capital Account ” means the capital account maintained for a
Partner in accordance with Section 5.01 .
 “ Capital Contribution ” means, with respect
to any Partner, the amount of any cash, cash equivalents, promissory obligations or the Fair Market Value of other property that such Partner contributes (or is deemed to contribute) to the Partnership pursuant to Article III hereof.

 “ Certificate ” has the meaning set forth in the recitals to this Agreement.

 “ Change of Control Transaction ” means (a) a sale of all or substantially all of the Partnership’s assets
determined on a consolidated basis, (b) a sale of a majority of the Partnership’s outstanding Units (other than (i) to the Corporation or (ii) in connection with a Redemption or Direct Exchange in accordance with Article
XI ) or (c) a sale of a majority of the outstanding voting securities of any Material Subsidiary of the Partnership; in any such case, whether by merger, recapitalization, consolidation, reorganization, combination or otherwise;
 provided , however , that neither (w) a transaction solely between the Partnership or any of its wholly owned Subsidiaries, on the one hand, and the Partnership or any of its wholly owned Subsidiaries, on the other hand, nor
(x) a transaction solely for the purpose of changing the jurisdiction of domicile of the Partnership, nor (y) a transaction solely for the purpose of changing the form of entity of the Partnership, nor (z) a sale of a majority of the
outstanding shares of Class A Common Stock, whether by merger, recapitalization, consolidation, reorganization, combination or otherwise, shall in each case of clauses (w), (x), (y) and (z) constitute a Change of Control Transaction.

 “ Class A Common Stock ” means the Class A Common Stock, par value $0.0001 per
share, of the Corporation.
 “ Class B Common Stock ” means the Class B
Common Stock, par value $0.0001 per share, of the Corporation.
 “ Closing ” means the closing of the initial
public offering of the Corporation’s Class A Common Stock.
 “ Code ” means the United States Internal
Revenue Code of 1986, as amended.
 “ Common Stock ” means all classes and series of common stock of the
Corporation, including the Class A Common Stock and the Class B Common Stock.
 “ Corresponding Rights ”
means any rights issued with respect to a share of Class A Common Stock, Class B Common Stock or any other Equity Securities of the Corporation pursuant to a “poison pill” or similar stockholder rights plan approved by the
Corporate Board.
 “ Common Unit ” means a Unit representing a fractional part of the Limited Partner Interests of
the Limited Partners and having the rights and obligations specified with respect to the Common Units in this Agreement.

 4

 “ Common Unit Percentage Interest ” means, with respect to a Partner
at a particular time, such Partner’s percentage interest in the Common Units of the Partnership determined by dividing such Partner’s Common Units by the total Common Units of all Partners at such time. The Percentage Interest of each
Partner shall be calculated to the 4th decimal place, and the Percentage Interest with respect to the General Partner Interest shall at all times be zero.

 “ Common Unit Redemption Price ” means the price per share for which shares of Class A Common Stock are sold by
the Corporation in the IPO or applicable Qualifying Offering, as applicable, after taking into account any Discount.

 “ Continuing Equity Owners ” means the holders of Common Units identified on Table I of Exhibit A hereto (which term
has a corresponding meaning under the Corporate Charter).
 “ Contribution Agreement ” has the meaning set forth in
the recitals to this Agreement.
 “ Contributions ” has the meaning set forth in the recitals to this Agreement.

 “ Corporate Board ” means the Board of Directors of the Corporation.

 “ Corporate Charter ” means the Amended and Restated Certificate of Incorporation of the Corporation, which is
effective substantially concurrently with the effectiveness of this Agreement, as it may be amended, restated, supplemented or otherwise modified from time to time.

 “ Corporation ” has the meaning set forth in the recitals to this Agreement, together with its successors and assigns.

 “ Credit Agreement ” means any senior credit facility or obligation of the Partnership or any of its
Subsidiaries, as borrower, as may be subsequently amended, restated, supplemented or otherwise modified from time to time and including any one or more refinancings or replacements thereof, in whole or in part, with any other debt facility or debt
obligation).
 “ Delaware Act ” means the Delaware Revised Uniform Limited Partnership Act, 6 Del.L. § 17-101, et seq. , as it may be amended from time to time, and any successor thereto.

 “ Depletable Property ” means each separate oil and gas property as defined in Code Section 614.

 “ Direct Exchange ” has the meaning set forth in Section 11.03(a) . “

 Discount ” has the meaning set forth in Section 6.05 .

 “ Distributable Cash ” shall mean, as of any relevant date on which a determination is being made by the General
Partner regarding a potential distribution pursuant to Section 4.01(a) and Section 4.01(b) , the amount of cash that could be distributed by the Partnership for such purposes in accordance with the
Credit Agreement (and without otherwise violating any applicable provisions of the Credit Agreement or any other debt financing of the Partnership or its Subsidiaries).

 5

 “ Equity Plan ” means any stock or equity purchase plan, restricted
stock, option, stock unit, restricted stock unit, dividend equivalent, appreciation right, phantom equity or other incentive equity or equity-based plan or program now or hereafter adopted by the Partnership or the Corporation, including without
limitation the WhiteHawk Minerals Corp. 2026 Equity Incentive Plan (as amended and restated).
 “ Equity
Securities ” means (i) with respect to the Partnership or any of its Subsidiaries, (a) Units or other equity interests in the Partnership or any Subsidiary of the Partnership (including other classes or groups thereof having such
relative rights, powers and duties as may from time to time be established by the General Partner pursuant to the provisions of this Agreement, including rights, powers and/or duties senior to existing classes and groups of Units and other equity
interests in the Partnership or any Subsidiary of the Partnership), (b) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units or other equity interests in the Partnership or any Subsidiary of
the Partnership, and (c) warrants, options or other rights to purchase or otherwise acquire Units or other equity interests in the Partnership or any Subsidiary of the Partnership and (ii) with respect to the Corporation, any and all
shares, interests, participation or other equivalents (however designated) of corporate stock, including all common stock and preferred stock, or warrants, options or other rights to acquire any of the foregoing, including any debt instrument
convertible or exchangeable into any of the foregoing.
 “ Event of Withdrawal ” means the expulsion, bankruptcy or
dissolution of a Partner or the occurrence of any other event that terminates the continued partnership of a Partner in the Partnership. “Event of Withdrawal” shall not include an event that does not terminate the existence of such
Partner under applicable state law (or, in the case of a trust that is a Partner, does not terminate the trusteeship of the fiduciaries under such trust with respect to all the Limited Partner Interests of such trust that is a Limited Partner).

 “ Excess Assets ” has the meaning set forth in Section 3.04(c).

 “ Excess Cash ” has the meaning set forth in Section 3.04(c).

 “ Excess Loan Receivables ” has the meaning set forth in Section 3.04(c) .

 “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

 “ Exchange Election Notice ” has the meaning set forth in Section 11.03(b) .

 “ Fair Market Value ” means, with respect to any asset, its fair market value determined according to Article
XV .
 “ Fiscal Period ” means any interim accounting period within a Taxable Year established by the
Partnership and which is permitted or required by Section 706 of the Code.
 “ Fiscal Quarter ” shall mean
(i) the period commencing on the date of this Agreement and ending on quarter end, (ii) any subsequent three-month period commencing on each of January 1, April 1, July 1, and October 1 and ending on the last date
before the next such date and (iii) the period commencing on the immediately preceding January 1, April 1, July 1, or October 1, as the case may be, and ending on the date on which all property is distributed to the Partners
pursuant to Article XIV hereof.

 6

 “ Fiscal Year ” means the Partnership’s annual accounting
period established pursuant to Section 8.02 .
 “ General Partner ” means WhiteHawk Income
OP GP LLC, a Delaware limited liability company, and its successors and permitted assigns as general partner of the Partnership. The General Partner, in its capacity as such, has no obligation to make Capital Contributions or right to receive
Distributions under this Agreement.
 “ General Partner Change of Control ” shall be deemed to have occurred if or
upon:

 (a)
 both the stockholders of the Corporation and the Corporate Board approve, in accordance with the
Corporation’s certificate of incorporation and applicable law, the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the Corporation’s assets (determined on a consolidated basis),
including a sale of all of the equity interests in the Partnership, to any Person or group (as such term is used in Section 13(d)(3) of the Exchange Act), other than to any directly or indirectly wholly owned Subsidiary of the Corporation, and
such sale, lease or transfer is consummated;

 (b)
 both the stockholders of the Corporation and the Corporate Board approve, in accordance with the
Corporation’s certificate of incorporation and applicable law, a merger or consolidation of the Corporation with any other Person, other than a merger or consolidation which would result in the Voting Securities of the Corporation outstanding
immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 50.01% of the total voting power represented by the Voting Securities of the
Corporation or such surviving entity outstanding immediately after such merger or consolidation, and such merger or consolidation is consummated;

 (c)
 the acquisition, directly or indirectly, by any Person or group (as such term is used in Section 13(d)(3)
of the Exchange Act) (other than (a) a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation, or (b) a corporation or other entity owned, directly or indirectly, by all of the stockholders of the
Corporation in substantially the same proportions as their ownership of stock of the Corporation) of beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of at least 50.01% of the aggregate
voting power of the Voting Securities of the Corporation; provided , that the Corporate Board recommends or otherwise approves or determines that such acquisition is in the best interests of the Corporation and its stockholders;

 (d)
 the Corporation ceases to beneficially own, directly or indirectly, one hundred percent (100%) of the
outstanding equity interests in the General Partner (other than any transfer or assignment permitted under Section 6.03(a));

 7

 (e)
 the General Partner is dissolved, liquidated, or otherwise ceases to exist (other than in connection with a
reconstitution, conversion, merger, consolidation or transfer permitted under Section 6.03(a)); or

 (f)
 the Corporation or the General Partner otherwise no longer has voting control over the Partnership (other than
in connection with a reconstitution, conversion, merger, consolidation or transfer permitted under Section 6.03(a)).

 “ General Partner Interest ” means the non-economic management interest of the
General Partner in the Partnership (in its capacity as a general partner without reference to any Limited Partner Interest held by it) and includes any and all rights, powers and benefits to which the General Partner is entitled as provided in this
Agreement, together with all obligations of the General Partner to comply with the terms and provisions of this Agreement. The General Partner Interest does not include any rights to Profits or Losses or any rights to receive Distributions from
operations or upon the liquidation or winding-up of the Partnership.
 “ Governmental
Entity ” means (a) the United States of America, (b) any other sovereign nation, (c) any state, province, district, territory or other political subdivision of (a) or (b) of this definition, including any county,
municipal or other local subdivision of the foregoing, or (d) any entity exercising executive, legislative, judicial, regulatory or administrative functions of government on behalf of (a), (b) or (c) of this definition.

 “ Indemnified Person ” has the meaning set forth in Section 7.04(a) .

 “ Independent Directors ” means the members of the Corporate Board who qualify as an independent director pursuant to
applicable SEC Guidance and the rules of the stock exchange on which the Common Stock is traded. For purposes of any election to be made by the Corporation between a Cash Amount and a Share Settlement upon a Redemption of Common Units, the
Independent Directors shall exclude any director who is (i) the beneficial owner of such Common Units; (ii) Affiliated with the beneficial owner of such Common Units; or (iii) serving on the Corporate Board as a nominee of the
beneficial owner of such Common Units or its Affiliates.
 “ Initial Limited Partnership Agreement ” has the
meaning set forth in the recitals to this Agreement.
 “ Internalization ” has the meaning set forth in the
recitals to this Agreement.
 “ Investment Company Act ” means the U.S. Investment Company Act of 1940, as amended
from time to time.
 “ IPO ” means the initial underwritten public offering of shares of the Corporation’s
Class A Common Stock.
 “ Joinder ” means a joinder to this Agreement, in form and substance substantially
similar to Exhibit B to this Agreement.

 8

 “ Law ” means all laws, statutes, ordinances, rules and regulations
of any Governmental Entity, any foreign country and each state, commonwealth, city, county, municipality, regulatory body, agency or other political subdivision thereof.

 “ Limited Partner ” means, as of any date of determination, (a) each of the partners named on the Schedule of
Limited Partners included as Exhibit A hereto and (b) any Person admitted to the Partnership as a Substituted Limited Partner or Additional Limited Partner in accordance with Article XII , but in each case only so long as such
Person is shown on the Partnership’s books and records as the owner of one or more Units.
 “ Limited Partner
Interest ” means the interest of a Partner in Profits, Losses and Distributions.
 “ Losses ” means
items of Partnership loss or deduction determined according to Section 5.01(b) .
 “ Market
Price ” means, with respect to a share of Class A Common Stock as of a specified date, the last sale price per share of Class A Common Stock, regular way, or if no such sale took place on such day, the average of the closing
bid and asked prices per share of Class A Common Stock, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the Stock Exchange or, if the
Class A Common Stock is not listed or admitted to trading on the Stock Exchange, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the
Class A Common Stock is listed or admitted to trading or, if the Class A Common Stock is not listed or admitted to trading on any national securities exchange, the last quoted price, or, if not so quoted, the average of the high bid and
low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or, if such system is no
longer in use, the principal other automated quotation system that may then be in use or, if the Class A Common Stock is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market
maker making a market in the Class A Common Stock selected by the Corporate Board or, in the event that no trading price is available for the shares of Class A Common Stock, the fair market value of a share of Class A Common Stock, as
determined in good faith by the Corporate Board.
 “ Material Subsidiary ” means any direct or indirect Subsidiary
of the Partnership that, as of any date of determination, represents more than (a) 50% of the consolidated net tangible assets of the Partnership or (b) 50% of the consolidated net income of the Partnership before interest, taxes, depreciation and
amortization.
 “ Management Contribution Earn Out Units ” has the meaning set forth in
 Section 3.03(b) .
 “ Management Contributor ” has the meaning set forth in the recitals to this
Agreement.
 “ ManagementCo ” has the meaning set forth in the recitals to this Agreement.

 9

 “ Minimum Redemption Number ” means, with respect to any Redemption
by any Limited Partner, the lesser of (i) Common Units having an aggregate value of $100,000 and (ii) all of the Common Units held by such Limited Partner.

 “ Officer ” has the meaning set forth in Section 6.01(b) .

 “ One-to-One Ratios ” has the meaning
set forth in Section 3.04(a)(i) .
 “ Other Agreements ” has the meaning set forth in
 Section 10.04 .
 “ Partner ” means the General Partner or any Limited Partner.

 “ Partner Minimum Gain ” means “partner nonrecourse debt minimum gain” as defined in Treasury Regulations Section 1.704-2(i)(3).
 “ Partnership ” has the meaning set forth in the
preamble to this Agreement.
 “ Partnership Employee ” means an employee of, or other service provider to, the
Partnership or any Subsidiary, in each case acting in such capacity.
 “ Partnership Minimum Gain ” means
“partnership minimum gain” determined pursuant to Treasury Regulations Section 1.704-2(d).

 “ Partnership Representative ” has the meaning set forth in Section 9.03 .

 “ Permitted Transfer ” has the meaning set forth in Section 10.02 .

 “ Permitted Transferee ” has the meaning set forth in Section 10.02 .

 “ Person ” means an individual or any corporation, partnership, limited liability company, trust, unincorporated
organization, association, joint venture or any other organization or entity, whether or not a legal entity.
 “ Pro
rata ,” “ proportional ,” “ in proportion to ,” and other similar terms, means, with respect to the holder of Units, pro rata based upon the number of such Units held by such holder as
compared to the total number of Units outstanding.
 “ Profits ” means items of Partnership income and gain
determined according to Section 5.01(b) .
 “ Qualifying Offering ” means a private or
public offering of shares of Class A Common Stock by the Corporation following the IPO.
 “ Reclassification
Event ” means any of the following: (i) any reclassification or recapitalization of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a
subdivision or combination or any transaction subject to Section 3.04 ), (ii) any merger, consolidation or other combination involving the Corporation, or (iii) any sale, conveyance, lease, or other disposal of all or
substantially all the properties and assets of the Corporation to any other Person, in each of clauses (i), (ii) or (iii), as a result of which holders of Common Stock shall be entitled to receive cash, securities or other property for their shares
of Common Stock.

 10

 “ Redeemed Partner ” has the meaning set forth in
 Section 11.01(a) .
 “ Redeemed Units ” has the meaning set forth in
 Section 11.01(a) .
 “ Redeemed Units Equivalent ” means the product of (a) the
applicable number of Redeemed Units, multiplied by (b) the Common Unit Redemption Price.
 “ Redeeming
Persons ” has the meaning set forth in Section 11.01(h) .
 “ Redemption ”
has the meaning set forth in Section 11.01(a) .
 “ Redemption Date ” has the meaning set
forth in Section 11.01(a) .
 “ Redemption Notice ” has the meaning set forth in
 Section 11.01(a) .
 “ Redemption Notice Date ” has the meaning set forth in
 Section 11.01(a) .
 “ Redemption Right ” has the meaning set forth in
 Section 11.01(a) .
 “ Registration Rights Agreement ” means that certain Registration
Rights Agreement, dated as of the date hereof, by and among the Corporation and the parties thereto.
 “ Regulatory
Allocations ” has the meaning set forth in Section 5.03(h) .
 “ Related
Person ” has the meaning set forth in Section 7.01(c) .
 “ Relative ” means,
with respect to any natural person: (a) such natural person’s spouse; (b) any lineal descendant, parent, grandparent, great grandparent or sibling or any lineal descendant of such sibling (in each case whether by blood or legal adoption);
and (c) the spouse of a natural person described in clause (b) of this definition.
 “ Retraction
Notice ” has the meaning set forth in Section 11.01(c) .
 “ Partnership Audit
Provisions ” shall mean Section 1101 of Title XI (Revenue Provisions Related to Tax Compliance) of the Bipartisan Budget Act of 2015, H.R. 1314, Public Law Number 114-74, as amended. Unless
the context requires otherwise, any reference herein to a specific section of the Partnership Audit Provisions shall be deemed to include any corresponding provisions of future Law as in effect for the relevant taxable period.

 “ Schedule of Limited Partners ” has the meaning set forth in Section 3.01(b) .

 “ SEC ” means the U.S. Securities and Exchange Commission, including any governmental body or agency succeeding to the
functions thereof.
 “ SEC Guidance ” means (a) any publicly available written or oral interpretations,
questions and answers, guidance and forms of the SEC, (b) any oral or written comments, requirements or requests of the SEC or its staff, (c) the Securities Act and the Exchange Act and (d) any other rules, bulletins, releases, manuals and
regulations of the SEC.

 11

 “ Securities Act ” means the Securities Act of 1933, as amended, and
applicable rules and regulations thereunder, and any successor to such statute, rules or regulations. Any reference herein to a specific section, rule or regulation of the Securities Act shall be deemed to include any corresponding provisions of
future Law.
 “ Settlement Method Notice ” has the meaning set forth in Section 11.01(b) .

 “ Series B Accrued Distributions ” has the meaning set forth in Section 4.01(c) .

 “ Series B Annual Rate ” means ten percent (10%) per annum of the Series B Stated Value, as such rate may be adjusted
from time to time to correspond to the dividend rate applicable to the Series B Preferred Stock under the Corporate Charter.

 “ Series B Liquidation Preference ” means, with respect to each Series B Preferred Unit as of any date of
determination, an amount equal to the Series B Stated Value plus all accrued and unpaid Series B Accrued Distributions thereon to (but excluding) such date.

 “ Series B Preferred Contribution Amount ” means, with respect to each Series B Preferred Unit issued to the
Corporation, an amount equal to the Series B Stated Value, as adjusted to reflect any subsequent contributions to capital by the Corporation in respect of such Series B Preferred Unit.

 “ Series B Preferred Stock ” means the Series B Preferred Stock, par value $0.0001 per share, of the Corporation,
having the rights, preferences and privileges set forth in the Corporate Charter (including the certificate of designations applicable thereto).

 “ Series B Preferred Unit ” means a Unit designated as a “Series B Preferred Unit” and having the rights
and obligations specified with respect to the Series B Preferred Units in this Agreement.
 “ Series B Stated
Value ” means $1,000 per Series B Preferred Unit, subject to appropriate adjustment in the event of any unit distribution, unit split, combination or other similar recapitalization with respect to the Series B Preferred Units.

 “ Series D Accrued Distributions ” has the meaning set forth in Section 4.01(d) .

 “ Series D Annual Rate ” means (i) from and including the date of issuance to (and including) December 31,
2027, fourteen percent (14%) per annum, and (ii) after December 31, 2027, eighteen percent (18%) per annum, in each case of the Series D Stated Value, as such rates may be adjusted from time to time to correspond to the Dividend Rate
applicable to the Series D Preferred Stock under the Corporate Charter.
 “ Series D Dividend Cutoff Date ” means
December 31, 2028.

 12

 “ Series D Liquidation Preference ” means, with respect to each
Series D Preferred Unit as of any date of determination, an amount equal to the Series D Stated Value plus all accrued and unpaid Series D Accrued Distributions thereon to (but excluding) such date, plus the Series D Minimum Return
Payment, if applicable.
 “ Series D Minimum Return ” means a return of eight percent (8%) per Series D Preferred
Unit upon the payment of all Distributions thereon and all liquidation, redemption and other cash payments, as applicable, made by the Partnership to the Corporation, as the holder of such Series D Preferred Unit, with respect to such Series D
Preferred Unit, in each case to correspond to the “Minimum Return” payable on the corresponding share of Series D Preferred Stock under the Corporate Charter.

 “ Series D Minimum Return Payment ” means an additional Distribution required to be made to the Corporation, as the
holder of the Series D Preferred Units, in connection with a redemption, repurchase or acquisition of, or liquidating distribution in respect of, the Series D Preferred Units, in an amount such that, together with the Series D Stated Value, all
Series D Accrued Distributions and all other Distributions made by the Partnership to the Corporation in respect of such Series D Preferred Units, the Corporation shall have received the Series D Minimum Return.

 “ Series D Preferred Contribution Amount ” means, with respect to each Series D Preferred Unit issued to the
Corporation, an amount equal to the Series D Stated Value, as adjusted to reflect any subsequent contributions to capital by the Corporation in respect of such Series D Preferred Unit.

 “ Series D Preferred Stock ” means the Series D Preferred Stock, par value $0.0001 per share, of the Corporation,
having the rights, preferences and privileges set forth in the Corporate Charter (including the certificate of designations applicable thereto).

 “ Series D Preferred Unit ” means a Unit designated as a “Series D Preferred Unit” and having the rights
and obligations specified with respect to the Series D Preferred Units in this Agreement.
 “ Series D Stated
Value ” means $1,000 per Series D Preferred Unit, subject to appropriate adjustment in the event of any unit distribution, unit split, combination or other similar recapitalization with respect to the Series D Preferred Units.

 “ Share Settlement ” means, with respect to any Redeemed Units, a number of shares of Class A Common Stock equal
to the number of such Redeemed Units (together with any Corresponding Rights).
 “ Simulated Basis ” means, with
respect to each Depletable Property, the Book Value of such property. For purposes of such computation, the Simulated Basis of each Depletable Property (including any additions to such Simulated Basis resulting from expenditures required to be
capitalized in such Simulated Basis) shall be allocated to each Partner in accordance with such Partner’s relative Common Unit Percentage Interest as of the time such Depletable Property (or such addition to such Simulated Basis resulting from
expenditures required to be capitalized in such Simulated Basis) is acquired (or expended) by the Partnership, and shall be reallocated

 13

 among the Partners in accordance with the Partners’ Common Unit Percentage Interests as determined
immediately following the occurrence of an event giving rise to an adjustment to the Book Value of the Partnership’s Depletable Properties pursuant to the definition of Book Value. Upon a transfer by a Partner of any Units, a portion of the
Simulated Basis allocated to such Partner shall be reallocated to the transferee in accordance with the relative Common Unit Percentage Interest transferred.

 “ Simulated Depletion ” means, with respect to each Depletable Property, a depletion allowance computed in accordance
with U.S. federal income tax principles and in a manner specified in Treasury Regulations Section 1.704-1(b)(2)(iv)(k)(2), using the depletion method selected by the General Partner. For purposes of
computing Simulated Depletion with respect to any Depletable Property, in no event shall such allowance, in the aggregate, exceed the Simulated Basis of such Depletable Property. If the Book Value of a Depletable Property is adjusted pursuant to the
definition of Book Value during a Taxable Year or other Fiscal Period, following such adjustment Simulated Depletion shall thereafter be calculated under the foregoing provisions based upon such adjusted Book Value.

 “ Simulated Gain ” means the excess, if any, of the amount realized from the sale or other disposition of a Depletable
Property over the Book Value of such Depletable Property and determined pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(k)(2).

 “ Simulated Loss ” means the excess, if any, of the Book Value of a Depletable Property over the amount realized from
the sale or other disposition of such Depletable Property and determined pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(k)(2).

 “ Stock Exchange ” means the New York Stock Exchange.

 “ Subsidiary ” means, with respect to any Person, any corporation, limited liability company, partnership, association
or business entity of which (a) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at
the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (b) if a limited liability company, partnership, association or other business entity
(other than a corporation), a majority of the voting interests thereof are at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, references to
a “Subsidiary” of the Partnership shall be given effect only at such times that the Partnership has one or more Subsidiaries, and, unless otherwise indicated, the term “Subsidiary” refers to a Subsidiary of the Partnership.

 “ Substituted Limited Partner ” means a Person that is admitted as a Limited Partner to the Partnership pursuant
to Section 12.01 with all of the rights of a Limited Partner and who is shown as a Limited Partner on the books and records of the Partnership.

 14

 “ Tax Rate ” means a rate equal to the highest effective marginal
combined U.S. federal, state and local income tax rate applicable to a corporate or individual taxpayer (whichever is higher) for a Fiscal Year applicable to any Partner, determined by taking into account the character of the relevant tax items
( e.g. , ordinary or capital), the deductibility of state and local income taxes for federal income tax purposes, to the extent applicable and the deduction under Section 199A of the Code, to the extent applicable, in each case, as
reasonably determined by the General Partner; provided that , (i) there shall be a single used Tax Rate for all Partners, (ii) if the General Partner is unable to reasonably estimate the highest tax rate applicable to any Partner in
accordance with the foregoing, the highest rate shall be such highest rate applicable to a corporation or individual (whichever is higher) residing or otherwise doing business in New York, New York and (iii) if such highest tax rate applies
only to a Partner that is or Partners that are receiving an immaterial portion of the aggregate Tax Distributions paid to all Partners pursuant to Section 4.01(b), the General Partner shall be permitted, in its sole discretion, to adjust the
Tax Rate to minimize the amount of Tax Distributions in excess of each Partner’s Tax Distribution Amount. For the avoidance of doubt, there shall be a single Distribution Tax Rate for all Partners.

 “ Tax Distributions ” has the meaning set forth in Section 4.01(b) .

 “ Tax Distribution Amount ” means, with respect to any Partner, for each Fiscal Year or Fiscal Quarter of the
Partnership, an amount equal to the excess of (i) the Assumed Tax Liability with respect to such Partner’s Common Units over (ii) the cumulative Distributions made to such Partner with respect to such Partner’s Common
Units after the Effective Date pursuant to Section 4.01(a) and 4.01(b) ; provided , that notwithstanding anything to the contrary, the Corporation’s Tax Distribution Amount with respect to its Common Units shall
in no event be less than the amount of cash the Corporation needs to satisfy its tax liabilities with respect to its Common Units (after taking into account any cash held by the Corporation and available to be used to pay the Corporation’s tax
liabilities at the relevant time), as determined in the sole discretion of the General Partner.
 “ Taxable Year ”
means the Partnership’s accounting period for U.S. federal income tax purposes determined pursuant to Section 9.02 .

 “ Trading Day ” means a day on which the Stock Exchange or such other principal United States securities exchange on
which the Class A Common Stock is listed or admitted to trading is open for the transaction of business (unless such trading shall have been suspended for the entire day).

 “ Transactions ” means the Corporation Contribution, the Management Contribution, the Internalization and the other
transactions contemplated by the Contribution Agreement.
 “ Transfer ” (and, with a correlative meaning,
“ Transferring ”) means any sale, transfer, assignment, pledge, encumbrance or other disposition of (whether directly or indirectly, whether with or without consideration and whether voluntarily or involuntarily or by
operation of Law) (a) any interest (legal or beneficial) in any Equity Securities of the Partnership or (b) any equity or other interest (legal or beneficial) in any Partner if substantially all of the assets of such Partner consist solely of
Units.
 “ Treasury Regulations ” means the regulations promulgated under the Code and any corresponding provisions
of succeeding regulations.

 15

 “ Unit ” means a Limited Partner Interest of a Limited Partner or a
permitted Assignee in the Partnership and shall include Common Units, Series B Preferred Units and Series D Preferred Units, but shall not include the General Partner Interest.

 “ Unvested Corporate Shares ” means shares of Class A Common Stock issued pursuant to an Equity Plan that are not
vested pursuant to the terms thereof or any award or similar agreement relating thereto.
 “ Value ” means
(a) for any Stock Option Plan, the Market Price for the Trading Day immediately preceding the date of exercise of a stock option under such Stock Option Plan and (b) for any Equity Plan other than a Stock Option Plan, the Market Price for the
Trading Day immediately preceding the Vesting Date.
 “ Vesting Date ” has the meaning set forth in
 Section 3.10(c) .
 “ Voting Securities ” means any Equity Securities of the Corporation
that are entitled to vote generally in matters submitted for a vote of the Corporation’s stockholders or generally in the election of the Corporate Board.

 ARTICLE II.
 ORGANIZATIONAL
MATTERS
 Section 2.01 Formation of Partnership . The Partnership was formed on November 24, 2025 pursuant to the
provisions of the Delaware Act.
 Section 2.02 Amended and Restated Limited Partnership Agreement . The Partners hereby execute
this Agreement for the purpose of continuing the affairs of the Partnership and the conduct of its business in accordance with the provisions of the Delaware Act. The Partners hereby agree that during the term of the Partnership set forth in
 Section 2.06 , the rights and obligations of the Partners with respect to the Partnership will be determined in accordance with the terms and conditions of this Agreement and the Delaware Act. On any matter upon which this
Agreement is silent, the Delaware Act shall control. No provision of this Agreement shall be in violation of the Delaware Act and, to the extent any provision of this Agreement is in violation of the Delaware Act, such provision shall be void and of
no effect to the extent of such violation without affecting the validity of the other provisions of this Agreement; provided , however , that where the Delaware Act provides that a provision of the Delaware Act shall apply “unless
otherwise provided in a limited partnership agreement” or words of similar effect, the relevant provisions of this Agreement shall in each instance control; provided further , that notwithstanding the foregoing, Section 15-120 of the Delaware Act shall not apply or be incorporated into this Agreement.

 Section 2.03 Name . The name of the Partnership shall be “WhiteHawk Income Operating Partnership, L.P.” The General
Partner in its sole discretion may change the name of the Partnership at any time and from time to time. Notification of any such change shall be given to all of the Partners and, to the extent practicable, to all of the holders of any Equity
Securities then outstanding. The Partnership’s business may be conducted under its name and/or any other name or names deemed advisable by the General Partner.

 16

 Section 2.04 Purpose . The primary business and purpose of the Partnership shall
be to engage in such activities as are permitted under the Delaware Act and determined from time to time by the General Partner in accordance with the terms and conditions of this Agreement.

 Section 2.05 Principal Office; Registered Office . The principal office of the Partnership shall be at 2000 Market Street, Suite
910, Philadelphia, Pennsylvania 19103, or such other place as the General Partner may from time to time designate. The address of the registered office of the Partnership in the State of Delaware shall be 1521 Concord Pike, Suite 201, Wilmington,
Delaware 19803, and the registered agent for service of process on the Partnership in the State of Delaware at such registered office shall be United Agent Group Inc. The General Partner may from time to time change the Partnership’s
registered agent and registered office in the State of Delaware.
 Section 2.06 Term . The term of the Partnership commenced
upon the filing of the Certificate in accordance with the Delaware Act and shall continue in existence until termination and dissolution of the Partnership in accordance with the provisions of Article XIV .

 Section 2.07 No Joint Venture . The Partners intend that the Partnership not be a joint venture, and that no Partner be a joint
venturer of any other Partner by virtue of this Agreement, and neither this Agreement nor any other document entered into by the Partnership or any Partner relating to the subject matter hereof shall be construed to suggest otherwise.

 ARTICLE III.
 PARTNERS; UNITS;
CAPITALIZATION
 Section 3.01 Partners .

 (a) The Corporation previously was admitted as a Limited Partner and shall remain a Limited Partner of the Partnership, and the General
Partner previously was admitted as the sole general partner of the Partnership and shall remain the sole general partner of the Partnership, in each case, upon the Effective Time. At the Effective Time, the Management Contributor shall be admitted
to the Partnership as a Limited Partner and a Continuing Equity Owner.
 (b) The Partnership shall maintain a schedule setting forth:
(i) the name and address of each Limited Partner; (ii) the aggregate number of outstanding Units and the number and class of Units held by each Limited Partner; (iii) the aggregate amount of cash Capital Contributions that have been
made by the Limited Partners with respect to their Units; and (iv) the Fair Market Value of any property other than cash contributed by the Limited Partners with respect to their Units (including, if applicable, a description and the amount of
any liability assumed by the Partnership or to which contributed property is subject) (such schedule, the “ Schedule of Limited Partners ”). The applicable Schedule of Limited Partners in effect as of the
Effective Time (after giving effect to the Corporation Contribution and the Management Contribution) is set forth as Exhibit A to this Agreement. The Schedule of Limited Partners shall be the definitive record of ownership of
each Unit of the Partnership and all relevant information with respect to each Limited Partner. The Partnership shall be entitled to recognize the exclusive right of a Person registered on its records as the owner of Units for all purposes and shall
not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Delaware Act.

 17

 (c) No Limited Partner shall be required or, except as approved by the General Partner
pursuant to Section 6.01 and in accordance with the other provisions of this Agreement, permitted to loan any money or property to the Partnership or borrow any money or property from the Partnership.

 Section 3.02 Units . Interests in the Partnership shall be represented by Units, or such other securities of the Partnership, in
each case as the General Partner may establish in its discretion in accordance with the terms and subject to the restrictions hereof. Immediately after the Effective Time, the Units will be comprised of three authorized classes: (i) a single
class of Common Units; (ii) a single class of Series B Preferred Units; and (iii) a single class of Series D Preferred Units. All Common Units shall have identical rights and privileges in all respects, all Series B Preferred Units shall
have identical rights and privileges in all respects, and all Series D Preferred Units shall have identical rights and privileges in all respects. Without limiting the foregoing, to the extent required pursuant to
 Section 3.04(a) , the General Partner may create one or more additional classes or series of Common Units, Series B Preferred Units, Series D Preferred Units or other preferred Units solely to the extent they are in the
aggregate substantially equivalent to a class of common stock of the Corporation or class or series of preferred stock of the Corporation.

 Section 3.03 Corporation Contribution and Management Contribution .

 (a) Corporation Contribution . At the Closing and prior to giving effect to Section 3.04, the Corporation shall be deemed to
have contributed, assigned, transferred, conveyed and delivered to the Partnership, in connection with the Management Contribution (as defined below), all of the assets and liabilities of the Partnership that existed prior to the Management
Contribution, in exchange for the issuance by the Partnership to the Corporation of the number of Common Units, Series B Preferred Units and Series D Preferred Units set forth opposite the Corporation’s name on Exhibit A hereto (such
contribution, the “ Corporation Contribution ”).
 (b) Management Contribution . Pursuant to the Contribution
Agreement, at the Closing and prior to giving effect to Section 3.04 , the Management Contributor (i) contributed, assigned, transferred, conveyed and delivered to the Partnership, free and clear of all liens
(other than transfer restrictions under applicable securities Laws), 100% of the outstanding equity interests in ManagementCo in exchange for a number of Common Units equal to the quotient of the Internalization Price (as defined in the Contribution
Agreement) divided by the Common Unit Redemption Price and (ii) subscribed for a corresponding number of shares of Class B Common Stock, in each case, as set forth in the Contribution Agreement (the “ Management
 Contribution ”). As additional consideration for the Management Contribution, subject to and in accordance with the terms and conditions of the Contribution Agreement, the Partnership may be required to issue to
Management Contributor up to an aggregate number of Common Units equal to 25% of the quotient of the Internalization Price divided by the Common Unit Redemption Price (the “ Management Contribution Earn Out Units ”), and the
Management Contributor shall subscribe for a corresponding number of shares of Class B Common Stock, in each case, as set forth in the Contribution Agreement.

 18

 Section 3.04 Authorization and Issuance of Additional Units .

 (a) Except as otherwise determined by the General Partner:

 (i) the Partnership and the Corporation shall, notwithstanding any other provision of this Agreement, undertake all actions,
including, without limitation, an issuance, reclassification, distribution, division, repurchase, redemption, cancellation or recapitalization, with respect to the Common Units, the Series B Preferred Units, the Series D Preferred Units and the
Class A Common Stock, Class B Common Stock, Series B Preferred Stock, Series D Preferred Stock or any other equity interests issued by the Partnership and/or Corporation, as applicable, to maintain at all times (i) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, and the number of outstanding shares of Class A Common Stock,
(ii) unless otherwise determined by the General Partnership in its sole discretion, a one-to-one ratio between the number of Common Units owned by the Partners and
their Permitted Transferees (other than the Corporation and its Subsidiaries), directly or indirectly, and the number of outstanding shares of Class B Common Stock owned by such Partners and Permitted Transferees, directly or indirectly,
(iii) a one-to-one ratio between the number of Series B Preferred Units owned by the Corporation, directly or indirectly, and the number of outstanding shares of
Series B Preferred Stock, (iv) a one-to-one ratio between the number of Series D Preferred Units owned by the Corporation, directly or indirectly, and the number of
outstanding shares of Series D Preferred Stock, and (v) a one-to-one ratio between the number of other equity interests in the Partnership owned by the Corporation,
directly or indirectly, and the number of outstanding equity interests issued by the Corporation that are substantially economically equivalent to such other equity interests of the Partnership that are owned by the Corporation, in each case,
disregarding, for purposes of maintaining the one-to-one ratio, (A) Unvested Corporate Shares (other than any Unvested Corporate Shares as to which an election has
been made under Section 83(b) of the Code), (B) treasury stock, (C) preferred stock or other debt or equity securities (including, without limitation, warrants, options or rights) issued by the Corporation that are convertible into or
exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon issuance, conversion, exercise or exchange thereof, has been
contributed by the Corporation to the equity capital of the Partnership) (clauses (i) to (iv), the “ One-to-One Ratios ”).

 (ii) In the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems Class A
Common Stock in a transaction not contemplated in this Agreement, the General Partner and the Corporation shall, notwithstanding any other provision of this Agreement to the contrary, take, or cause to be taken, all actions such that, after giving
effect to all such issuances, transfers, deliveries, repurchases or redemptions, the number of outstanding Common Units owned, directly or indirectly, by the Corporation shall equal on a one-for-one basis the number of outstanding shares of Class A Common Stock.

 19

 (iii) In the event the Corporation issues, transfers or delivers from
treasury stock or repurchases or redeems the Corporation’s preferred stock or other equity interests in a transaction not contemplated in this Agreement, the General Partner, the Partnership and the Corporation shall, notwithstanding any other
provision of this Agreement to the contrary, take or cause to be taken all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectly, holds (in the case
of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Partnership which (in the good faith determination by the General Partner) are in the aggregate substantially economically
equivalent to the outstanding preferred stock or other equity interests of the Corporation so issued, transferred, delivered, repurchased or redeemed.

 (iv) The Partnership and the Corporation shall not undertake any subdivision (by any Common Unit split, stock split, Common
Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Common Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common
Units, Class A Common Stock or Class B Common Stock or other equity interests in the Partnership or the Corporation, as applicable, that is not accompanied by an identical subdivision or combination of the Common Units, Class A Common
Stock, or Class B Common Stock or other equity interests in the Partnership or Corporation, respectively, to maintain at all times the One-to-One Ratios, in each
case, unless such action is necessary to maintain at all times the One-to-One Ratios.

 (b) The Partnership shall only be permitted to issue additional Common Units, and/or establish other classes or series of Units or other
Equity Securities in the Partnership to the Persons and on the terms and conditions provided for in Section 3.02 , Section 3.03 , this Section 3.04 ,
 Section 3.10 and Section 3.11 . Subject to the foregoing, the General Partner may cause the Partnership to issue additional Common Units authorized under this Agreement and/or establish other
classes or series of Units or other Equity Securities in the Partnership at such times and upon such terms as the General Partner shall determine and the General Partner shall amend this Agreement as necessary in connection with the issuance of
additional Common Units and admission of additional Partners under this Section 3.04 , in each case, without the requirement of any consent or acknowledgement of any other Partner or any other Person and notwithstanding
anything to the contrary herein, including Section 16.03 .
 (c) Notwithstanding any other provision of this
Agreement (including Section 3.04(a) ), if the Corporation acquires or holds any material amount of cash (or any obligations of the Partnership or a Subsidiary thereof in respect of any loans made by the Corporation to the
Partnership or such Subsidiary) in excess of any monetary obligations it reasonably anticipates (such cash, “ Excess Cash ”, and such loan obligations, “ Excess Loan Receivables ” and, collectively,
“ Excess Assets ”), the Corporation may, in its sole discretion, take, or cause to be taken, any actions with respect to any such Excess Assets and make, or cause to be made, any corresponding adjustments to the
capitalization of the Corporation and/or the Partnership as the Corporation in good faith determines to be fair and reasonable to the equityholders of the Corporation and to the Partners to preserve the One-to-One Ratios and the intended economic effect of this Section 3.04 , Section 11.01 and the other provisions hereof (including, but not limited to,
contributing (or causing to be contributed) or loaning (or causing to be loaned) any such Excess Assets to the Partnership and causing the Partnership to recapitalize its Common Units to reflect such contribution and maintain such One-to-One Ratios).

 20

 Section 3.05 Repurchases or Redemptions .

 (a) Except as otherwise determined by the General Partner, if at any time, any shares of Class A Common Stock are repurchased or redeemed
(whether by exercise of a put or call, automatically or by means of another arrangement) by the Corporation for cash, then the General Partner shall cause the Partnership, immediately prior to such repurchase or redemption of Class A Common
Stock, to redeem a corresponding number of Common Units held (directly or indirectly) by the Corporation, at an aggregate redemption price equal to the aggregate purchase or redemption price of the shares of Class A Common Stock being
repurchased or redeemed by the Corporation (plus any expenses related thereto) and upon such other terms as are the same for the shares of Class A Common Stock being repurchased or redeemed by the Corporation; provided , if the
Corporation uses funds received from distributions from the Partnership or the net proceeds from an issuance of Class A Common Stock to fund such repurchase or redemption, then the Partnership shall cancel a corresponding number of Common Units
held (directly or indirectly) by the Corporation for no consideration. Notwithstanding any provision to the contrary contained in this Agreement, neither the Partnership nor the Corporation shall make any repurchase, redemption or other acquisition
if such repurchase, redemption or other acquisition or the corresponding repurchase, redemption or other acquisition at the other of the Partnership or the Corporation would violate any applicable Law.

 (b) Notwithstanding anything to the contrary herein, the Corporation may repurchase shares of Class A Common Stock using any portion of
the proceeds received by the Corporation from any Tax Distribution, in which case the related Tax Distributions made to each Partner shall be in redemption of Common Units, pro rata according to the number of Common Units held by each
Partner, such that the number of Common Units redeemed from the Corporation is equal to the number of shares of Class A Common Stock to be repurchased, and at the price per Common Unit equal to the price that is actually paid per share of
Class A Common Stock in such repurchase(s). In such event, the Corporation shall, in addition, take such other action as is necessary to preserve the One-to-One
Ratios.
 (c) Without limiting Section 3.04(a) or Section 3.05(a) , immediately prior to
the time that any share of Series B Preferred Stock is to be redeemed, repurchased or otherwise acquired by the Corporation (whether pursuant to a WhiteHawk Redemption, a Holder Optional Redemption, a redemption due to death or disability, a
Triggered Redemption or any other redemption, repurchase or acquisition under the Corporate Charter (as such terms are defined in the Corporate Charter)), the General Partner shall cause the Partnership to redeem, repurchase or acquire from the
Corporation a corresponding number of Series B Preferred Units, in exchange for an amount of cash (or other consideration) equal to the aggregate consideration to be paid by the Corporation to the holders of the corresponding shares of Series B
Preferred Stock (including the Settlement Amount (as defined in the Corporate Charter) and any applicable redemption fees, premiums and reductions) plus any related expenses of the Corporation. Notwithstanding the foregoing, no such redemption,
repurchase or acquisition shall be effected to the extent it would render the Partnership insolvent or violate the Delaware Act, applicable Law or the Credit Agreement (or any other debt financing of the Partnership or any of its Subsidiaries).

 21

 (d) Without limiting Section 3.04(a) or
 Section 3.05(a) , but subject to Section 11.07(d) and Section 11.08(d), immediately prior to the time that any share of Series D Preferred Stock is to be redeemed, repurchased or otherwise acquired by the
Corporation (whether pursuant to an Optional Redemption or any other redemption, repurchase or acquisition under the Corporate Charter (as such terms are defined in the Corporate Charter)), the General Partner shall cause the Partnership to redeem,
repurchase or acquire from the Corporation a corresponding number of Series D Preferred Units, in exchange for an amount of cash (or other consideration) equal to the aggregate consideration to be paid by the Corporation to the holders of the
corresponding shares of Series D Preferred Stock (including the Redemption Price and the Minimum Return Payment, if applicable, in each case as defined in the Corporate Charter) plus any related expenses of the Corporation. Notwithstanding the
foregoing, no such redemption, repurchase or acquisition shall be effected to the extent it would render the Partnership insolvent or violate the Delaware Act, applicable Law or the Credit Agreement (or any other debt financing of the Partnership or
any of its Subsidiaries).
 Section 3.06 Certificates Representing Units; Lost, Stolen or Destroyed Certificates;
 Registration and Transfer of Units .
 (a) Units shall not be certificated unless otherwise determined by the General Partner. If the
General Partner determines that one or more Units shall be certificated, each such certificate shall be signed by or in the name of the Partnership, by the Chief Executive Officer and any other officer designated by the General Partner, representing
the number of Units held by such holder. Such certificate shall be in such form (and shall contain such legends) as the General Partner may determine. Any or all of such signatures on any certificate representing one or more Units may be a
facsimile, engraved or printed, to the extent permitted by applicable Law. The General Partner agrees that it shall not elect to treat any Unit as a “security” within the meaning of Article 8 of the Uniform Commercial Code unless
thereafter all Units then outstanding are represented by one or more certificates.
 (b) If Units are certificated, the General Partner may
direct that a new certificate representing one or more Units be issued in place of any certificate theretofore issued by the Partnership alleged to have been lost, stolen or destroyed, upon delivery to the General Partner of an affidavit of the
owner or owners of such certificate, setting forth such allegation. The General Partner may require the owner of such lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Partnership a bond sufficient to
indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

 (c) Upon surrender to the Partnership or the transfer agent of the Partnership, if any, of a certificate for one or more Units, duly endorsed
or accompanied by appropriate evidence of succession, assignment or authority to transfer, in compliance with the provisions hereof, the Partnership shall issue a new certificate representing one or more Units to the Person entitled thereto, cancel
the old certificate and record the transaction upon its books. Subject to the provisions of this Agreement, the General Partner may prescribe such additional rules and regulations as it may deem appropriate relating to the issue, Transfer and
registration of Units.

 22

 Section 3.07 Negative Capital Accounts . No Partner shall be required to pay to
any other Partner or the Partnership any deficit or negative balance which may exist from time to time in such Partner’s Capital Account (including upon and after dissolution of the Partnership).

 Section 3.08 No Withdrawal . No Person shall be entitled to withdraw any part of such Person’s Capital Contribution or
Capital Account or to receive any Distribution from the Partnership, except as expressly provided in this Agreement.
 Section 3.09
 Loans From Partners . Loans by Partners to the Partnership shall not be considered Capital Contributions. Subject to the provisions of Section 3.01(c) , the amount of any such advances shall be a debt of the
Partnership to such Partner and shall be payable or collectible in accordance with the terms and conditions upon which such advances are made.

 Section 3.10 Equity Plans . Nothing in this Agreement shall be construed or applied to preclude or restrain the General Partner or
the Corporation from adopting, modifying or terminating an Equity Plan for the benefit of employees, directors or other business associates of the Corporation, the Partnership or any of their respective Affiliates or from issuing shares of
Class A Common Stock pursuant to any such plans. The Corporation may implement such Equity Plans and any actions taken under such Equity Plans (such as the grant or exercise of options to acquire shares of Class A Common Stock, or the
issuance of Unvested Corporate Shares), whether taken with respect to or by an employee or other service provider of the Corporation, the Partnership or its Subsidiaries, in a manner determined by the Corporation, in accordance with the Policy
Regarding Certain Equity Issuances attached to this Agreement as Exhibit C , which may be amended by the Corporation from time to time without the consent or approval of any Partner or any other Person. The Partners acknowledge and agree that,
in the event that any such plan is adopted, modified or terminated by the Corporation or the General Partner, amendments to this Agreement (including Exhibit C ) may become necessary or advisable and that any approval or consent to any such
amendments shall be deemed granted by the General Partner without the requirement of any further consent or acknowledgement of any other Partner or other Person. In the event of such an amendment by the General Partner, the Partnership shall provide
notice of such amendment to the Partners. The Partnership is expressly authorized to issue Units (i) in accordance with the terms of any such Equity Plan, or (ii) in an amount equal to the number of shares of Class A Common Stock
issued pursuant to any such Equity Plan, without any further act, approval or vote of any Partner or any other Persons. For the avoidance of doubt, cash payments made by the Partnership or the Corporation in respect of dividend equivalent rights or
similar rights granted under any Equity Plan or pursuant to the Contribution Agreement shall not be treated as Distributions for purposes of this Agreement.

 Section 3.11 Dividend Reinvestment Plan, Cash Option Purchase Plan, Stock Incentive Plan or Other Plan . Except as may
otherwise be provided in this Article III , all amounts received or deemed received by the Corporation in respect of any dividend reinvestment plan, cash option purchase plan, Equity Plan or subscription plan or agreement, either
(a) shall be utilized by the Corporation to effect open market purchases of shares of Class A Common Stock, or (b) if the Corporation elects instead to issue new shares of Class A Common Stock with respect to such amounts, shall
be contributed by the Corporation to the Partnership in exchange for additional Common Units. Upon such contribution, the Partnership will issue to the Corporation a number of Common Units equal to the number of new shares of Class A Common
Stock so issued.

 23

 ARTICLE IV.

 DISTRIBUTIONS
 Section 4.01
 Distributions .
 (a) Distributable Cash; Other Distributions . To the extent permitted by applicable Law and hereunder,
and subject to the prior payment of all Series D Accrued Distributions pursuant to Section 4.01(d) , all Series B Accrued Distributions pursuant to Section 4.01(c) and any then-required redemption,
repurchase or acquisition payments in respect of the Series D Preferred Units and the Series B Preferred Units pursuant to Section 3.05 , Distributions to Limited Partners may be declared by the General Partner out of
Distributable Cash or other funds or property legally available therefor in such amounts and on such terms (including the payment dates of such Distributions) as the General Partner shall determine using such record date as the General Partner may
designate; such Distributions shall be made to the Limited Partners (other than the Corporation in respect of any Series B Preferred Units or Series D Preferred Units) as of the close of business on such record date on a pro rata basis in accordance
with each Limited Partner’s Common Unit Percentage Interest as of the close of business on such record date; provided , however , that the General Partner shall have the obligation to make Distributions as set forth in
 Section 4.01(b) , Section 4.01(c) , Section 4.01(d) and Section 14.02 ; and provided further that, notwithstanding any other provision herein
to the contrary, no Distributions shall be made to any Limited Partner to the extent such Distribution would violate Section 15309 of the Delaware Act. Notwithstanding anything to the contrary in this Section 4.01 , the
Partnership may make cash payments in respect of dividend equivalent rights or similar rights granted under any Equity Plan or pursuant to the Contribution Agreement at any time and from time to time, and such payments shall not be treated as
Distributions for purposes of this Section 4.01 and shall not be subject to the priority or other requirements set forth in this Section 4.01 . Promptly following the designation of a record date
and the declaration of a Distribution pursuant to this Section 4.01(a) , the General Partner shall give notice to each Limited Partner of the record date, the amount and the terms of the Distribution and the payment date
thereof. Notwithstanding anything to the contrary in this Section 4.01(a), (i) the Partnership shall not make a distribution (other than Tax Distributions under Section 4.01(b)) to any Partner in respect of any Common Units which remain
subject to vesting conditions in accordance with any applicable Equity Plan or individual award agreement and (ii) with respect to any amounts that would otherwise have been distributed to a Partner but for the preceding clause (i), such amount
shall be held in trust by the Partnership for the benefit of such Partner unless and until such time as such Common Units have vested in accordance with the applicable Equity Plan or individual award agreement, and within five (5) Business Days
of such time, the Partnership shall distribute such amounts to such Partner.
 (b) Tax Distributions .

 (i) With respect to each Fiscal Year, the Partnership shall, to the extent it has Distributable Cash and is permitted by
applicable Law or current or future debt agreements, make cash distributions (“ Tax Distributions ”) as follows:

 (A) to the Corporation at such times and in such amounts as the General Partner reasonably determines is necessary to enable
the Corporation to

 24

timely satisfy all of its U.S. federal, state and local tax liabilities with respect to any items of income and gain allocated to the Corporation with respect to the Series B Preferred Units and
Series D Preferred Units for any Fiscal Year or Fiscal Quarter; provided , that (I) in no circumstance shall the amounts distributed pursuant to this Section 4.01(b)(i)(A) exceed the Corporation’s actual tax liabilities and
(II) the amounts distributable to the Corporation pursuant to this Section 4.01(b)(i)(A) shall be reduced, in the sole discretion of the General Partner, to the extent the amount distributable to the Corporation pursuant to
Section 4.01(b)(i)(B) exceeds the Corporation’s actual tax obligations with respect to income and gain allocated to the Corporation with respect to the Series B Preferred Units, Series D Preferred Units and Common Units; and

 (B) to each Partner in an amount equal to such Partner’s Tax Distribution Amount; provided , that to the extent a
Partner otherwise would be entitled to receive less than its Common Unit Percentage Interest of the aggregate Tax Distributions to be paid to all Partners pursuant to this Section 4.01(b)(i)(B), the Tax Distributions to be distributed to such
Partner pursuant to this Section 4.01(b)(i)(B) shall be increased to ensure that all Tax Distributions made pursuant to this Section 4.01(b)(i)(B) are made pro rata in accordance with the Partners’ respective Common Unit Percentage
Interests; provided further that, notwithstanding anything to the contrary, to the extent an immaterial portion of any Tax Distribution to any Partner determined in accordance with this Section 4.01(b)(i)(B) would have the effect of
resulting in a material amount of excess Tax Distributions to the Corporation pursuant to this Section 4.01(b)(i)(B), in each case, as determined by the General Partner in its sole discretion, the Partnership shall be permitted to adjust Tax
Distributions pursuant to this Section 4.01(b)(i)(B) to minimize such excess Tax Distributions to the Corporation.

 (ii) Tax Distributions pursuant to Section 4.01(b) shall be estimated by the Partnership on a
quarterly basis and, to the extent feasible, shall be distributed to the Partners (together with a statement showing the calculation of such Tax Distribution and an estimate of the Partnership’s net taxable income allocable to each Partner for
such period) on a quarterly basis on April 15 th , June 15 th , September 15 th and December 15 th (or such other dates for which corporations or individuals are required to make quarterly estimated tax payments for U.S. federal income tax purposes, whichever is earlier) (each, a
“ Quarterly Tax Distribution ”); provided , that the foregoing shall not restrict the Partnership from making a Tax Distribution on any other date as the Partnership determines is necessary to enable the Partners to
timely make estimated income tax payments. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Partnership for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax
Distributions shall be made for each Fiscal Year after the allocation of the Partnership’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Partner received for such Fiscal Year based
on such final accounting shall promptly be distributed to such Partner. Notwithstanding anything to the contrary in this Agreement, (A) any excess Tax Distributions a Partner receives with respect to any Fiscal Year shall reduce future Tax
Distributions otherwise required to be made to such Partner with respect to any

 25

subsequent Fiscal Year, (B) Tax Distributions shall not be treated as an advance on any Distributions pursuant to Section 4.01(a), (C) subject to and in accordance with the definition
of Tax Distribution Amount, each Partner shall be entitled to Tax Distributions pursuant to Section 4.01(b)(i)(B) only to the extent such Partner’s Assumed Tax Liability exceeds the cumulative Distributions made to such Partner with
respect to Common Units after the Effective Date pursuant to Section 4.01(a) and 4.01(b) and (D) the General Partner shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to the
Partners’ Tax Distributions to take into account increases or decreases in the number of Common Units held by each Partner during the relevant taxable period or portion thereof; provided that , any such equitable adjustments with respect
to Tax Distribution described in Section 4.01(b)(i)(B) are made in a manner that results in such Tax Distributions being made pro rata in proportion to the Partners’ respective Common Unit Percentage Interests for any relevant
taxable period or portion thereof in accordance with Section 4.01(b)(i)(B).
 (iii) If, on the date of a Tax
Distribution, there is insufficient Distributable Cash on hand to distribute to the Partners the full amount of the Tax Distributions to which such Partners are otherwise entitled, Tax Distributions pursuant to this
 Section 4.01(b) shall be made to the extent of available funds, (A) first to the Corporation pursuant to Section 4.01(b)(i)(A), (B) second to the Corporation to satisfy its actual tax liabilities with respect to
its Common Units to the extent the Corporation does not have sufficient cash to fund such tax liabilities and (C) thereafter to the Partners pursuant to Section 4.01(b)(i)(B) in accordance with their Common Unit Percentage Interests;
 provided , that the Corporation’s share of Tax Distributions pursuant to this clause (C) shall be reduced by the amount of Tax Distributions the Corporation received pursuant to the immediately preceding clause (B) for the relevant
period. As soon as the Partnership has sufficient Distributable Cash, the Partnership shall make Tax Distributions in accordance with Section 4.01(b)(i) to pay the remaining portion of the Tax Distributions to which such
Partners are otherwise entitled.
 (iv) In the event of any audit by, or similar event with, a taxing authority that affects
the calculation of any Partner’s Tax Distribution for any Taxable Year (other than an audit conducted pursuant to the Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations
promulgated thereunder), or in the event the Partnership files an amended tax return or administrative adjustment requests, each Partner’s Tax Distribution with respect to such year shall be recalculated by giving effect to such event (for the
avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Partners and former Partners received for the relevant Taxable Years based on such recalculated Tax Distribution promptly shall be
distributed to such Partners and the successors of such former Partners in accordance with the applicable Partners’ and former Partners’ Percentage Interests at the time of such shortfalls, except, for the avoidance of doubt, to the
extent Distributions were made to such Partners and former Partners pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall.

 26

 (c) Series B Preferred Distributions . Notwithstanding any other provision of this
 Section 4.01 , but subject to Section 4.02 and prior to making any Distributions to the Limited Partners pursuant to Section 4.01(a) (other than Tax Distributions under
 Section 4.01(b) ), with respect to each outstanding Series B Preferred Unit, Distributions shall accrue on the Series B Stated Value at the Series B Annual Rate and shall be cumulative and accrue daily from and after the
date of issuance of such Series B Preferred Unit, whether or not the Partnership has Distributable Cash legally available to make payment thereof (such accrued and accumulated Distributions, the “ Series B Accrued
Distributions ”). The Series B Accrued Distributions shall be payable in cash to the Corporation, as the holder of the Series B Preferred Units, only to the extent that, and immediately prior to the time at which, an equivalent amount
of cash dividends is declared and paid by the Corporation with respect to the corresponding shares of Series B Preferred Stock pursuant to the Corporate Charter. Once a Distribution has been made under this Section 4.01(c)
in respect of a Series B Accrued Distribution, the amount of Series B Accrued Distributions shall be reduced by the amount of such Distribution.

 (d) Series D Preferred Distributions . Notwithstanding any other provision of this Section 4.01 , but
subject to Section 4.02 and prior to making any Distributions to the Limited Partners pursuant to Section 4.01(a) or Section 4.01(c) (in each case other than Tax
Distributions under Section 4.01(b) ), with respect to each outstanding Series D Preferred Unit, Distributions shall accrue on the Series D Stated Value at the Series D Annual Rate and shall be cumulative and accrue daily
from and after the date of issuance of such Series D Preferred Unit, whether or not the Partnership has Distributable Cash legally available to make payment thereof (such accrued and accumulated Distributions, the “ Series D Accrued
Distributions ”). The Series D Accrued Distributions shall be payable in cash to the Corporation, as the holder of the Series D Preferred Units, only to the extent that, and immediately prior to the time at which, an equivalent amount
of cash dividends is declared and paid by the Corporation with respect to the corresponding shares of Series D Preferred Stock pursuant to the Corporate Charter. Once a Distribution has been made under this Section 4.01(d)
in respect of a Series D Accrued Distribution, the amount of Series D Accrued Distributions shall be reduced by the amount of such Distribution. Notwithstanding any other provision of this Agreement, if the Partnership has not redeemed all of the
outstanding Series D Preferred Units prior to the Series D Dividend Cutoff Date, the Partnership shall not declare, pay or set aside any Distributions with respect to any Common Units or Series B Preferred Units (other than Tax Distributions under
 Section 4.01(b) ) until all of the outstanding Series D Preferred Units have been redeemed and the Corporation has received the Series D Minimum Return with respect thereto.

 Section 4.02 Restricted Distributions . Notwithstanding any provision to the contrary contained in this Agreement, the Partnership
shall not make any Distribution to any Partner on account of any Limited Partner Interest if such Distribution would violate any applicable Law or the terms of the Credit Agreement or other debt financing of the Partnership or its Subsidiaries.

 27

 ARTICLE V.

 CAPITAL ACCOUNTS; ALLOCATIONS; TAX MATTERS

 Section 5.01 Capital Accounts .

 (a) The Partnership shall maintain a separate Capital Account for each Partner according to the rules of Treasury Regulations Section 1.704-1(b)(2)(iv). For this purpose, the Partnership may (in the discretion of the General Partner), upon the occurrence of the events specified in Treasury Regulations
 Section 1.704-1(b)(2)(iv)(f) and Treasury Regulations Section 1.704-1(b)(2)(iv)(g), increase or decrease the Capital Accounts in accordance with the rules of
such Treasury Regulations to reflect a revaluation of Partnership property. The Capital Account balance of each of the Partners as of the date hereof, as adjusted in accordance with Treasury Regulations
 Section 1.704-1(b)(2)(iv)(f), is its respective “Contribution Closing Capital Account Balance” set forth in the books and records of the Partnership.

 (b) The Capital Account of each Partner shall be increased by (i) the amount of any cash and the fair market value of any property
contributed to the Partnership by such Partner (net of any liability secured by such contributed property that the Partnership is considered to assume or take subject to); and (ii) the amounts of Profit allocated to such Partner pursuant to
 Section 5.02 and any items in the nature of income or gain that are specially allocated to such Partner pursuant to Section 5.03 . The Capital Account of each Partner shall be reduced by
(i) the amount of any cash and the fair market value of any property distributed to such Partner by the Partnership (net of liabilities secured by such distributed property that such Partner is considered to assume or take subject to); and
(ii) the amounts of Loss allocated to such Partner pursuant to Section 5.02 and any items in the nature of loss or deduction that are specially allocated to such Partner pursuant to
 Section 5.03 . The Capital Account of each Partner shall otherwise be adjusted in accordance with the rules set forth in Treasury Regulations Section 1.704-1(b)(2)(iv). If any
property other than cash is distributed to a Partner, the Capital Account of such Partner shall be adjusted as if the property had instead been sold by the Partnership for a price equal to its fair market value, and the proceeds thereafter
distributed to such Partner. Upon the issuance of any Management Contribution Earn Out Units, the parties intend that the allocations and capital maintenance rules shall be governed under Treasury Regulations
 Section 1.704-3 with adjustments being made in accordance with principles similar to those set forth in Treasury Regulations Section 1.704-1(b)(2)(iv)(s) and
consistent with the principles of Section 704(c) of the Code and the Treasury Regulations thereunder in order to effectuate the Partners’ agreed upon economic sharing of items within the Partnership.

 (c) For purposes of computing the amount of any item of Profit or Loss, the determination, recognition and classification of any such item
shall be the same as its determination, recognition and classification for U.S. federal income tax purposes (including any method of depreciation, cost recovery or amortization used for this purpose); provided , however , that:

 (i) the computation of all items of income, gain, loss and deduction shall include those items described in Code
Section 705(a)(l)(B) or Code Section 705(a)(2)(B) and Treasury Regulations Section 1.704-1(b)(2)(iv)(i), without regard to the fact that such items are not includable in gross income or are not
deductible for U.S. federal income tax purposes;

 28

 (ii) if the Book Value of any Partnership property is adjusted pursuant to
Treasury Regulations Section 1.704-1(b)(2)(iv)(e) or (f), the amount of such adjustment shall be taken into account as gain or loss from the disposition of such property;

 (iii) items of income, gain, loss or deduction attributable to the disposition of Partnership property having a Book Value that
differs from its adjusted basis for tax purposes shall be computed by reference to the Book Value of such property;
 (iv)
in lieu of depreciation, amortization and other cost recovery deductions (excluding depletion with respect to a Depletable Property), there shall be taken into account depreciation for such Taxable Year or other Fiscal Period;

 (v) to the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Sections 732(d), 734(b) or
743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be
treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis);

 (vi) Simulated Gains with respect to Depletable Properties shall be taken into account in lieu of actual gains on such
Depletable Properties; and
 (vii) items specifically allocated under Section 5.03 shall be
excluded.
 Section 5.02 Book Allocations . After giving effect to the allocations in Section 5.03, Profits and Losses
(and, to the extent necessary, individual items of income, gain, loss, deduction or credit) of the Partnership for each Taxable Year (or portion thereof) shall be allocated among the Partners in a manner such that the Capital Account of each
Partner, immediately after making such allocation, is, as nearly as possible, equal to (i) the distributions that would be made to such Partner pursuant to Section 14.02(d) if the Partnership were dissolved, its affairs wound up and its
assets sold for cash equal to their Book Value, all Partnership liabilities were satisfied (limited with respect to each nonrecourse liability to the Book Value of the assets securing such liability), and the net assets of the Partnership were
distributed, in accordance with Section 14.02(d), to the Partnership immediately after making such allocation, minus (ii) such Partner’s share of Partnership Minimum Gain and Partner Minimum Gain, computed immediately prior to the
hypothetical sale of assets. Notwithstanding the foregoing, the General Partner may make allocations it (acting reasonably and in good faith) deems necessary to give economic effect to the provisions in this Agreement and to properly reflect each
Partner’s “interest in the partnership” within the meaning of Treasury Regulations Section 1.704-1(b)(3).

 29

 Section 5.03 Regulatory and Special Allocations .

 (a) Partner nonrecourse deductions (as defined in Treasury Regulations Section 1.704-2(i)(2))
attributable to partner nonrecourse debt (as defined in Treasury Regulations Section 1.704-2(b)(4)) shall be allocated in the manner required by Treasury Regulations
 Section 1.704-2(i). If there is a net decrease during a Taxable Year in Partner Minimum Gain, Profits for such Taxable Year (and, if necessary, for subsequent Taxable Years) shall be allocated to the
Partners in the amounts and of such character as determined according to Treasury Regulations Section 1.704-2(i)(4). This Section 5.03(a) is intended to comply with the minimum
gain chargeback requirements set forth in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

 (b) Nonrecourse deductions (as determined according to Treasury Regulations
 Section 1.704-2(b)(1)) for any Taxable Year shall be allocated pro rata among the Partners in accordance with their Percentage Interests. Except as otherwise provided in Treasury Regulations Section 1.704-2(f), if there is a net decrease in the Partnership Minimum Gain during any Taxable Year, each Partner shall be allocated Profits for such Taxable Year (and, if necessary, for subsequent Taxable
Years) in the amounts and of such character as determined according to Treasury Regulations Section 1.704-2(g). This Section 5.03(b) is intended to be a minimum gain chargeback
provision that complies with the requirements of Treasury Regulations Section 1.704-2(f), and shall be interpreted in a manner consistent therewith.

 (c) If any Partner that unexpectedly receives an adjustment, allocation or Distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6) has an Adjusted Capital Account Deficit as of the end of any Taxable Year, computed after the application of Section 5.03(a) and
 5.03(b) but before the application of any other provision of this Article V , then Profits for such Taxable Year shall be allocated to such Partner in proportion to, and to the extent of, such Adjusted Capital Account Deficit. This
 Section 5.03(c) is intended to be a qualified income offset provision as described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted in a manner
consistent therewith.
 (d) If any Partner has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of
(i) the amount such Partner is obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each
such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this provision shall be made only if and to the extent that such Partner
would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Agreement have been made as if Section 5.03(c) and this Section 5.03(d) were not in the Agreement.

 (e) If the allocation of Losses to a Partner as provided in Section 5.02 would create or increase an Adjusted
Capital Account Deficit, there shall be allocated to such Partner only that amount of Losses as will not create or increase an Adjusted Capital Account Deficit. The Losses that would, absent the application of the preceding sentence, otherwise be
allocated to such Partner shall be allocated to the other Partners in accordance with their relative Percentage Interests, subject to this Section 5.03(e).

 (f) Profits and Losses described in Section 5.01(b) shall be allocated in a manner consistent with the manner that
the adjustments to the Capital Accounts are required to be made pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(j) and (m).

 30

 (g) Simulated Depletion for each Depletable Property and Simulated Loss upon the disposition
of a Depletable Property shall be allocated among the Partners in proportion to their shares of the Simulated Basis in such property.
 (h)
The allocations set forth in Section 5.03(a) through and including Section 5.03(e) (the “ Regulatory Allocations ”) are intended to comply with certain requirements of
Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations. The Regulatory Allocations may not be consistent with the manner in which the Partners intend to allocate
Profits and Losses of the Partnership or make Distributions. Accordingly, notwithstanding the other provisions of this Article V , but subject to the Regulatory Allocations, income, gain, deduction and loss shall be reallocated among the
Partners so as to eliminate the effect of the Regulatory Allocations and thereby cause the respective Capital Accounts of the Partners to be in the amounts (or as close thereto as possible) they would have been if Profits and Losses (and such other
items of income, gain, deduction and loss) had been allocated without reference to the Regulatory Allocations. If in any Taxable Year or other Fiscal Period there is a decrease in Partnership Minimum Gain, or in Partner Minimum Gain, and application
of the minimum gain chargeback requirements set forth in Section 5.03(a) or Section 5.03(b) would cause a distortion in the economic arrangement among the Partners, the Partners may, if they do not
expect that the Partnership will have sufficient other income to correct such distortion, request the Internal Revenue Service to waive either or both of such minimum gain chargeback requirements. If such request is granted, this Agreement shall be
applied in such instance as if it did not contain such minimum gain chargeback requirement.
 Section 5.04 Tax Allocations .

 (a) The income, gains, losses, deductions and credits of the Partnership will be allocated, for U.S. federal (and applicable state and
local) income tax purposes, among the Partners in accordance with the allocation of such income, gains, losses, deductions and credits among the Partners for computing their Capital Accounts; provided , that if any such allocation is not
permitted by the Code or other applicable Law, the Partnership’s subsequent income, gains, losses, deductions and credits will be allocated among the Partners so as to reflect as nearly as possible the allocation set forth herein in computing
their Capital Accounts.
 (b) Cost and percentage depletion deductions with respect to each Depletable Property shall be computed
separately by the Partners rather than the Partnership. For purposes of such computations, the U.S. federal income tax basis of each Depletable Property shall be allocated to each Partner in accordance with such Partner’s Percentage Interest
as of the time such Depletable Property is acquired by the Partnership, and shall be reallocated among the Partners in accordance with such Partner’s Percentage Interest as determined immediately following the occurrence of an event giving
rise to an adjustment to the Book Values of the Partnership’s Depletable Properties pursuant to the definition of Book Value (or at the time of any material additions to the U.S. federal income tax basis of such Depletable Property). Such
allocations are intended to be applied in accordance with the “partners’ interests in partnership capital” under Section 613A(c)(7)(D) of the Code; provided that the Partners understand and agree that the General
Partner may authorize special allocations of tax basis, income, gain, deduction or loss, as computed for U.S. federal income tax purposes, in order to eliminate differences between Simulated Basis and adjusted U.S. federal income tax basis with
respect to Depletable Properties, in such manner as determined consistent with the principles of Section 704(c) of the Code, the Treasury Regulations thereunder and the portions of the Treasury Regulations under Section 704(b) that apply
the principles of Section 704(c), using the “remedial method”, as described in Treasury Regulations Section 1.704-3(d).

 31

 (c) For purposes of the separate computation of gain or loss by each Partner on a taxable
Disposition of Depletable Property, the amount realized from such Disposition shall be allocated (i) first, to the Partners in an amount equal to the Simulated Basis in such Depletable Property and in the same proportion as their shares thereof
were allocated and (ii) second, any remaining amount realized shall be allocated consistent with the allocation of Simulated Gains; provided , however , that the Partners understand and agree that the General Partner may
authorize special allocations of tax basis, income, gain, deduction or loss, as computed for U.S. federal income tax purposes, in order to eliminate differences between Simulated Basis and adjusted U.S. federal income tax basis with respect
to Depletable Properties, in such manner as determined consistent with the principles of Section 704(c) of the Code, the Treasury Regulations thereunder and the portions of the Treasury Regulations under Section 704(b) that apply the
principles of Section 704(c), using the “remedial method”, as described in Treasury Regulations Section 1.704-3(d). The provisions of this Section 5.04(c) and
the other provisions of this Agreement relating to allocations under Section 613A(c)(7)(D) of the Code are intended to comply with Treasury Regulations Section 1.704-1(b)(4)(v) and shall be
interpreted and applied in a manner consistent with such Treasury Regulations.
 (d) Each Partner shall, in a manner consistent with this
 Article V , separately keep records of its share of the adjusted tax basis in each Depletable Property, adjust such share of the adjusted tax basis for any cost or percentage depletion allowable with respect to such property and use such
adjusted tax basis in the computation of its cost depletion or in the computation of its gain or loss on the disposition of such property by the Partnership. Upon the request of the Partnership, each Partner may advise the Partnership of its
adjusted tax basis in each Depletable Property and any depletion computed with respect thereto, both as computed in accordance with the provisions of this subsection. The Partnership may rely on such information and, if it is not provided by the
Partner, may make such reasonable assumptions as it shall determine with respect thereto.
 (e) Items of Partnership taxable income, gain,
loss and deduction with respect to any property contributed to the capital of the Partnership shall be allocated among the Partners in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such
property to the Partnership for U.S. federal income tax purposes and its Book Value using any method permitted under applicable Law with such choice of method to be determined in the discretion of the Partnership; provided that, with respect to any
assets contributed or deemed contributed to the Partnership by Whitehawk Minerals LLC on or prior to the Effective Date, the Partnership shall utilize the traditional method with curative allocations limited to gain from the sale of such assets as
described in Treasury Regulations Section 1.704-3(c)(3)(iii)(B).
 (f) If the Book Value of
any Partnership asset is adjusted pursuant to Section 5.01(b) , subsequent allocations of items of taxable income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted
basis of such asset for U.S. federal income tax purposes and its Book Value using any method permitted under applicable Law with such choice of method to be determined in the discretion of the Partnership.

 32

 (g) If, as a result of an exercise of a noncompensatory option to acquire an interest in the
Partnership, a Capital Account reallocation is required under or, with respect to the issuance of Management Contribution Earn Out Units, is necessary in accordance with principles similar to those under, Treasury Regulations Section 1.704-1(b)(2)(iv)( s )(3), the Partnership shall make corrective allocations pursuant to Treasury Regulations Section 1.704-1(b)(4)(x), in each case, as
reasonably determined by the General Partner.
 (h) Allocations of tax credits, tax credit recapture, and any items related thereto shall
be allocated to the Partners pro rata as determined by the General Partner taking into account the principles of Treasury Regulations Section 1.704-1(b)(4)(ii).

 (i) Unless otherwise determined by the General Partner pursuant to this Section 5.04(i), for purposes of determining a Partner’s
pro rata share of the Partnership’s “excess nonrecourse liabilities” within the meaning of Treasury Regulations Section 1.752-3(a)(3), each Partner’s interest in income and gain
shall be in proportion to its Common Unit Percentage Interests; provided that, notwithstanding the foregoing, the General Partner may determine, in its reasonable discretion, an alternative methodology for determining the allocation of
“excess nonrecourse liabilities” of the Partnership (within the meaning of Regulations Section 1.752-3(a)(3)) among the Partners for purposes of Treasury Regulations Section 1.752-3(b); provided , however , that in exercising its discretion, the General Partner shall (A) treat each Partner equitably and (B) use commercially reasonable efforts to
minimize, to the extent possible, (1) the amount of any gain, including any gain under Section 731(a) of the Code recognized by a Partner due to deemed distributions under Section 752(b) of the Code, and (2) any limitation on the
allowance of Partnership losses under Section 704(d) of the Code due to a Partner having insufficient basis in its Units to claim its distributive share of losses of the Partnership, provided that such efforts shall not require the Partnership
to incur additional liabilities.
 (j) Allocations pursuant to this Section 5.04 are solely for purposes of U.S.
federal (and applicable state and local) income taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Profits, Losses, Distributions or other Partnership items pursuant to any
provision of this Agreement.
 Section 5.05 Withholding; Indemnification and Reimbursement for Payments on Behalf of a
Partner . The Partnership and its Subsidiaries may withhold from distributions, allocations or portions thereof if it is required to do so by any applicable Law, and each Partner hereby authorizes the Partnership and its Subsidiaries to withhold
or pay on behalf of or with respect to such Partner any amount of U.S. federal, state, or local or non-U.S. taxes that the General Partner determines, in good faith, that the Partnership or any of its
Subsidiaries is required to withhold or pay with respect to any amount distributable or allocable to such Partner pursuant to this Agreement. In addition, if the Partnership is obligated to pay any other amount to a Governmental Entity (or otherwise
makes a payment to a Governmental Entity) that is specifically attributable to a Partner (including U.S. federal income taxes, additions to tax, interest and penalties as a result of Partnership obligations pursuant to the Partnership Audit
Provisions with respect to items of income, gain, loss deduction or credit allocable or attributable

 33

to such Partner, federal withholding taxes, state personal property taxes and state unincorporated business taxes, but excluding payments such as professional association fees and the like made
voluntarily by the Partnership on behalf of any Partner based upon such Partner’s status as an employee of the Partnership), then such tax shall be treated as an amount of taxes withheld or paid with respect to such Partner pursuant to this
 Section 5.05 . For all purposes under this Agreement, any amounts withheld or paid with respect to a Partner pursuant to this Section 5.05 shall be treated as having been distributed to such Partner
at the time such withholding or payment is made. Further, to the extent that the cumulative amount of such withholding or payment for any period exceeds the Distributions to which such Partner is entitled for such period, such Partner shall
indemnify the Partnership in full for the amount of such excess. The General Partner may offset Distributions to which a Person is otherwise entitled under this Agreement against such Person’s obligation to indemnify the Partnership under this
 Section 5.05 . A Partner’s obligation to indemnify the Partnership under this Section 5.05 shall survive the termination, dissolution, liquidation and winding up of the Partnership, and for
purposes of this Section 5.05 , the Partnership shall be treated as continuing in existence. The Partnership may pursue and enforce all rights and remedies it may have against each Partner under this
 Section 5.05 , including instituting a lawsuit to collect amounts owed under such indemnity with interest accruing from the date such withholding or payment is made by the Partnership at a rate per annum equal to the sum of
the Base Rate (but not in excess of the highest rate per annum permitted by Law). Any income from such indemnity (and interest) shall not be allocated to or distributed to the Partner paying such indemnity (and interest). Each Partner hereby agrees
to furnish to the Partnership such information and forms as required or reasonably requested in order to comply with any laws and regulations governing withholding of tax or in order to claim any reduced rate of, or exemption from, withholding to
which the Partner is legally entitled.
 ARTICLE VI.

 MANAGEMENT
 Section 6.01
 Authority of General Partner .
 (a) Except for situations in which the approval of any Limited Partner(s) is specifically required
by this Agreement, (i) all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner and (ii) the General Partner shall conduct, direct and exercise full control over all
activities of the Partnership. Except as otherwise expressly provided for herein and subject to the other provisions of this Agreement, no Limited Partner has the right or power to participate in the management or affairs of the Partnership, nor
does any Limited Partner have the power to sign for or bind the Partnership or deal with third parties on behalf of the Partnership without the consent of the General Partner.

 (b) The day-to-day business and operations of the Partnership
shall be overseen and implemented by officers of the Partnership (each, an “ Officer ” and collectively, the “ Officers ”), subject to the limitations imposed by the General Partner. An Officer may,
but need not, be a Partner or an officer of the Corporation. Each Officer shall be appointed by the General Partner and shall hold office until his or her successor shall be d…