SCHEDULE B
PROPERTY ENTITIES
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GREP HoldCo Entity |
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Property Entities |
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GREP Holdco I LLC |
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Grey Rock Bobcat LLC, a Delaware limited liability company
Grey Rock Aggie LLC, a Delaware limited liability company Grey
Rock Cavalier LLC, a Delaware limited liability company Grey Rock Commodore LLC, a Delaware limited liability company |
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GREP Holdco II LLC |
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GREP Spider LLC, a Delaware limited liability company
GREP William LLC, a Delaware limited liability company GREP
Tartan LLC, a Delaware limited liability company |
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GREP Holdco II-B Holdings LLC |
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GREP Wolverine LLC, a Delaware limited liability company
GREP Tiger LLC, a Delaware limited liability company GREP
Longhorn LLC, a Delaware limited liability company |
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GREP Holdco III-A LLC |
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GREP III-A EF, LLC, a Delaware limited liability company
GREP III-A Bakken, LLC, a Delaware limited liability company
GREP III-A Permian, LLC, a Delaware limited liability company
GREP III-A Haynesville, LLC, a Delaware limited liability company
GREP III-A DJB, LLC, a Delaware limited liability company |
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GREP Holdco III-B Holdings LLC |
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GREP III-B EF, LLC, a Delaware limited liability company
GREP III-B Bakken, LLC, a Delaware limited liability company
GREP III-B Permian, LLC, a Delaware limited liability company
GREP III-B Haynesville, LLC, a Delaware limited liability company
GREP III-B DJB, LLC, a Delaware limited liability company |
Exhibit 10.1
Execution Version
SPONSOR AGREEMENT
This
SPONSOR AGREEMENT (this Agreement), dated as of May 16, 2022, is made by and among ENPC Holdings, LLC, a Delaware limited liability company (Sponsor), the other holders of ENPC Class F Common Stock set
forth under the heading Other Class F Holders on the signature pages to this Agreement (the Other Class F Holders, and together with Sponsor, collectively, the
Class F Holders), Executive Network Partnering Corporation, a Delaware corporation (ENPC), Granite Ridge Resources, Inc., a Delaware corporation (Parentco) and GREP
Holdings, LLC, a Delaware limited liability company (the Company). Sponsor, the Other Class F Holders, ENPC, Parentco and the Company shall be referred to in this Agreement from time to time collectively as the
Parties. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
WHEREAS, ENPC, Parentco, GREP Merger Sub, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Parentco, ENPC
Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Parentco, and the Company entered into that certain Business Combination Agreement, dated as of the date hereof (as it may be amended, restated or otherwise modified
from time to time in accordance with its terms, the Business Combination Agreement);
WHEREAS, the Business Combination
Agreement contemplates that the Parties will enter into this Agreement concurrently with the entry into the Business Combination Agreement by the parties thereto, pursuant to which, among other things, (1) the Class F Holders will agree to
vote in favor of approval of the Business Combination Agreement and the Transactions (including the Mergers), (2) the Class F Holders will agree to waive any adjustment to the conversion ratio set forth in the ENPC Organizational Documents
or any other anti-dilution or similar protection with respect to such Class F Holders shares of ENPC Class F Common Stock, (3) the Class F Holders agree to subject the Additional
Shares (as defined in this Agreement) received as a result of the Mergers to the vesting provisions set forth in Section 3 below and (4) the Class F Holders will agree to vote by written consent their Class F
Common Stock, voting as a single class, and their Class B Common Stock, voting as a single class, in favor of approval of the Business Combination Agreement and the Transactions; and
WHEREAS, as an inducement to ENPC, Parentco and the Company to enter into the Business Combination Agreement and to consummate the
Transactions, the Parties desire to agree to certain matters as set forth in this Agreement.
NOW, THEREFORE, in consideration of the
premises and the mutual promises contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties, each intending to be legally bound, agree as follows:
1. Binding Effect of the Business Combination Agreement. Each Class F Holder hereby acknowledges that it has read the Business
Combination Agreement and this Agreement and has had the opportunity to consult with its tax and legal advisors. During the period commencing on the date hereof and ending on the earlier to occur of (a) the First Merger Effective Time, and
(b) such date and time as the Business Combination Agreement shall be terminated in accordance with Section 8.1 thereof (the Expiration Time), each Class F Holder shall be bound by and comply with Section 6.21
of the Business Combination Agreement (and any relevant definitions contained in any such Sections) as if (x) such Class F Holder was an original signatory to the Business Combination Agreement with respect to such provisions, and
(y) each reference to ENPC contained in such provisions also referred to each such Class F Holder.
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2. Agreement to Vote.
(a) Each Class F Holder hereby unconditionally and irrevocably agrees from the date hereof until the Expiration Time, to vote at any
meeting of the stockholders of ENPC or in any other circumstance in which the vote or consent of the stockholders of ENPC is sought (and appear at any such meeting, in person or by proxy, or otherwise cause all of such holders Subject ENPC
Securities (as defined below) to be counted as present thereat for purposes of establishing a quorum) all of such Class F Holders ENPC Class F Common Stock and ENPC Class B Common Stock (together with any ENPC Class A
Common Stock, ENPC CAPS, and any other equity securities or other voting securities of ENPC that such Class F Holder holds of record or beneficially, as of the date of this Agreement,
or acquires record or beneficial ownership of after the date hereof, and any ENPC Class A Common Stock received in exchange therefore, collectively, the Subject ENPC Securities):
(i) in favor of the Transaction Proposals,
(ii) against any Third Party Proposal (other than the Business Combination Agreement and the Transactions); and
(iii) against any proposal, action or agreement that would reasonably be expected to result in any of the conditions set forth in
Article VII of the Business Combination Agreement not being fulfilled.
(b) Each Class F Holder hereby unconditionally and
irrevocably agrees, from the date hereof until the Expiration Time, not to redeem, elect to redeem or tender or submit any of its Subject ENPC Securities for redemption in connection with the Business Combination Agreement or the Transactions.
(c) The obligations of Class F Holders specified in this Section 2 shall apply whether or not the Mergers, any
of the Transactions or any action described above is recommended by the ENPC Board or the ENPC Board has affected a Change in Recommendation.
(d) Each Class F Holder hereby waives, and agrees not to assert or perfect, any rights of appraisal or rights to dissent from the
Transactions that each Class F Holder may have pursuant to the DGCL or otherwise by virtue of ownership of the Subject ENPC Securities.
(e) Each Class F Holder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary to opt
out of any class in any class action with respect to, any claim, derivative or otherwise, against ENPC, Parentco, Merger Subs, the Company or any of their respective successors or directors (i) challenging the validity of, or seeking to enjoin
the operation of, any provision of this Agreement or (ii) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into the Business Combination Agreement.
(f) Each of ENPC and the Class F Holders, by execution of this Agreement, hereby agrees and consents to the termination of the
Registration and Stockholder Rights Agreement, dated as of September 5, 2020 (the Rights Agreement) effective as of the First Merger Effective Time, without any further liability or obligation to ENPC. The termination of the
Rights Agreement shall terminate the rights of the parties thereto to enforce any provisions of such agreement that expressly survive the termination of the Rights Agreement. Each Class F Holder hereby waives any right to notice, right of first
offer, right of first refusal or similar rights with respect to the Transactions, in each case that such Class F Holder may have under the Rights Agreement.
3. Vesting.
(a) The
Class F Holders and Parentco agree that, as of the Closing, 371,518 of the shares of Parentco Common Stock issuable to the Class F Holders in connection with the Mergers (the Additional Shares) shall become subject to
the vesting and forfeiture provisions set forth in this Section 3 (pro rata based on each Class F Holders relative ownership of Parentco Common Stock (Pro Rata Share)).
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(b) The Additional Shares shall be equitably adjusted for stock splits, reverse stock
splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Parentco Common Stock occurring on or after the Closing. The Parties will take all
necessary action so that (i) the Additional Shares shall appear as issued and outstanding on the balance sheet of Parentco and shall be legally outstanding under applicable state law but shall not be vested and shall be subject to forfeiture as
described in this Agreement, (ii) all dividends paid on the Additional Shares shall be distributed to the Class F Holders during the Adjustment Period, and (iii) all voting rights in respect of such Additional Shares while they remain
unvested shall be exercisable by or on behalf of the persons who would be entitled to receive such Additional Shares assuming the vesting of such Additional Shares pursuant to this Section 3.
(c) If on the 90th calendar day following the Closing Date (the Adjustment Date), the Adjustment VWAP (as defined below) of
the Parentco Common Stock is less than $10.00, then all or a portion of the unvested Additional Shares (together with any corresponding dividends) shall vest (and shall no longer be subject to forfeiture) based on their Pro Rata Share such that the
product of (i) the vested Additional Shares, plus all other shares of Parentco Common Stock issued to the Class F Holders in the Mergers, multiplied by (ii) the Adjustment VWAP equals $8,668,750. Any Additional Shares that do
not vest in accordance with the previous sentence shall be forfeited to Parentco (together with the repayment of any corresponding dividends, if any, that have been received prior to the Adjustment Date) and shall be deemed to be transferred by the
forfeiting holder to Parentco without any consideration and shall be cancelled by Parentco and cease to exist. For purposes of this Agreement, Adjustment Period means the period from the Closing Date through the day prior to the
Adjustment Date, and Adjustment VWAP means, subject to the following sentence, the volume weighted average price of a share of Parentco Common Stock, as reported on the NYSE, determined for the trailing twenty trading days ending
on the day prior to the Adjustment Date. Notwithstanding the foregoing, if the Adjustment VWAP would be less than $7.00, the Adjustment VWAP will be deemed to be $7.00 for purposes of sub-clause
(ii) above.
(d) Each holder of Additional Shares shall be responsible for making an election in accordance with
Section 83(b) of the Code in respect of its Additional Shares. IT IS THE SOLE RESPONSIBILITY OF EACH SUCH HOLDER OF ADDITIONAL SHARES, AND NOT OF SPONSOR, ENPC OR PARENTCO (OR ANY OF THEIR AFFILIATES OR REPRESENTATIVES), TO MAKE AN ELECTION
UNDER SECTION 83(B) OF THE CODE, EVEN IF SUCH HOLDER REQUESTS THAT SPONSOR, ENPC OR PARENTCO (OR ANY OF THEIR AFFILIATES OR REPRESENTATIVES) ASSIST IN MAKING SUCH ELECTION. EACH SUCH HOLDER THAT MAKES AN ELECTION UNDER SECTION 83(B) OF THE
CODE WITH RESPECT TO SUCH ADDITIONAL SHARES SHALL PROVIDE A COPY OF SUCH ELECTION TO PARENTCO ON OR BEFORE THE DUE DATE FOR MAKING SUCH ELECTION.
(e) The Additional Shares shall be non-certificated shares represented by book-entry. Parentco may
enter stop transfer instructions on the Additional Shares with Parentcos transfer agent and registrar against the transfer of the Additional Shares until the end of the Adjustment Period, and will instruct the transfer agent and registrar that
the Additional Shares should bear, in addition to any legends required by applicable law or other agreement, a legend in substantially the following form (provided that such legend will be removed with respect to vested Additional Shares promptly
following, and in any event within two Business Day of, the end of the Adjustment Period):
THE SHARES REPRESENTED BY THIS CERTIFICATE MAY
NOT BE SOLD, ASSIGNED, TRANSFERRED, DISCOUNTED, EXCHANGED, PLEDGED OR OTHERWISE ENCUMBERED OR DISPOSED OF IN ANY MATTER, EXCEPT AS SET FORTH IN THE TERMS OF THE SPONSOR AGREEMENT DATED MAY 16, 2022, A COPY OF WHICH AGREEMENT IS ON FILE IN THE
OFFICES OF THE CORPORATION.
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(f) The Parties hereby acknowledge and agree that, after giving effect to the Transactions
(including the Mergers), Exhibit A hereto sets forth the number of shares of Parentco Common Stock held by each Class F Holder.
4. Waiver of Anti-dilution Protection and Conversion.
(a) Each Class F Holder (i) irrevocably waives, subject to, and conditioned upon, the occurrence of the Closing, to the fullest
extent permitted by Law and the ENPC Organizational Documents, and (ii) agrees not to assert or perfect, any rights to adjustment or other anti-dilution protection with respect to the rate that the ENPC
Class F Common Stock held by him, her or it converts into ENPC Class A Common Stock pursuant to Section 4.3(d) of ENPCs Certificate of Incorporation or any other adjustments or
anti-dilution protections with respect to such ENPC Class F Common Stock.
(b) Each
Class F Holder acknowledges and jointly and severally agrees that, immediately prior to the First Merger Effective Time, and subject to Section 4(a), the 495,357 shares of ENPC Class F Common Stock outstanding
that are not cancelled as a result of the Business Combination Agreement shall collectively convert into 1,238,393 shares of ENPC Class A Common Stock (which shall be subject to the vesting and forfeiture provisions set forth in
Section 3, and ordinary equitable adjustments on account of any stock splits, stock dividends, reorganizations, recapitalizations and the like).
(c) The Parties hereby acknowledge and agree that it is intended that the transactions described in Section 4(b), the ENPC Class B
Contribution and the ENPC Private Warrant Contribution qualify as a recapitalization described in Section 368(a)(1)(E) of the Code.
(d) Except as expressly contemplated by the Business Combination Agreement, each Class F Holder waives any and all rights to convert any
Sponsor Loans made by such Class F Holder or any of its Affiliates into CAPS or any other securities that may be issuable upon conversion of such Sponsor Loans. Each Class F Holder
represents and warrants that it has not made any loans to ENPC, other than the Sponsor Loans.
5. Transfer of Shares. Subject to
the following sentence, each Class F Holder agrees that prior to the Expiration Time, such Class F Holder shall not, directly or indirectly, (a) sell, assign, transfer (including by operation of law), hypothecate, place a lien on,
pledge, dispose of, grant any option to purchase, distribute or otherwise encumber any of such Class F Holders Subject ENPC Securities or otherwise agree to do any of the foregoing (each, a Transfer), (b) deposit
any of such Class F Holders Subject ENPC Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect to any of such Class F Holders Subject ENPC Securities
that conflicts with any of the covenants or agreements set forth in this Agreement, (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer
(including by operation of law) or other disposition of any of such Class F Holders Subject ENPC Securities, (d) engage in any hedging or other transaction which is designed to, or which would (either alone or in connection with one
or more events, developments or events (including the satisfaction or waiver of any conditions precedent)), lead to or result in a sale or disposition of such Class F Holders Subject ENPC Securities or (e) take any action that would
have the effect of preventing or materially delaying the performance of such Class F Holders obligations under this Agreement. The foregoing shall not apply to any Transfer (i) to such Class F Holders employees, officers
or directors, or family members of any of such Class F Holder or any Affiliates of such Class F Holder; (ii) in the case of an individual, by gift to a member of one of the individuals immediate family, an estate planning
vehicle, or to a trust, the beneficiary of which is a member of the individuals immediate family, an Affiliate of such Person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and
distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by distributions from Sponsor to its members, partners or shareholders pursuant to Sponsors
Organizational Documents; and (vi) by virtue of the laws of Delaware or Sponsors Organizational Documents upon liquidation or dissolution of Sponsor, so long as the applicable transferee of any Transfer of the type set forth in
clauses (i) through (vi) must
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enter into a written agreement in form and substance reasonably satisfactory to the Company agreeing to be bound by this Agreement prior to the occurrence of such Transfer.
6. Representations and Warranties. Each Class F Holder represents and warrants (severally and not jointly) to ENPC, Parentco and
the Company, solely with respect to such Class F Holder, as follows: (a) if such Person is not an individual, it is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated,
formed, organized or constituted, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement are within such Persons corporate, limited liability company or
organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of such Person; (b) if such Person is an individual, such Person has full legal capacity, right and
authority to execute and deliver this Agreement and to perform his or her obligations under this Agreement; (c) this Agreement has been duly executed and delivered by such Person and, assuming due authorization, execution and delivery by the
other Parties, this Agreement constitutes a legally valid and binding obligation of such Person, enforceable against such Person in accordance with the terms of this Agreement subject to the Enforceability Exceptions; (d) the execution and
delivery of this Agreement by such Person does not, and the performance by such Person of his, her or its obligations under this Agreement will not, (i) if such Person is not an individual, conflict with or result in a violation of the
Organizational Documents of such Person, or (ii) require any consent or approval that has not been given or other action that has not been taken by any third party (including under any contract binding upon such Person or such Persons
Subject ENPC Securities), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such Person of its, his or her obligations under this Agreement; (e) there are no actions
pending against such Person or, to the knowledge of such Person, threatened against such Person, before (or, in the case of threatened actions, that would be before) any arbitrator or any Governmental Entity, which in any manner challenges or seeks
to prevent, enjoin or materially delay the performance by such Person of its, his or her obligations under this Agreement; (f) such Person has not entered into, and shall not enter into, any agreement that would restrict, limit or interfere
with the performance of such Persons obligations under this Agreement and (g) such Person is the record and beneficial owner of all of his, her or its Subject ENPC Securities, and there exist no Liens or any other limitation or
restriction (including, without limitation, any restriction on the right to vote, sell or otherwise dispose of such securities), other than pursuant to (i) this Agreement, (ii) the Certificate of Incorporation, (iii) the Business
Combination Agreement, (iv) the Rights Agreement, or (v) any applicable securities laws.
7. Termination. This Agreement
shall automatically terminate, without any notice or other action by any Party, and be void ab initio upon the earlier of (a) the Closing; and (b) the valid termination of the Business Combination Agreement in
accordance with its terms. Upon termination of this Agreement as provided in the immediately preceding sentence, none of the Parties shall have any further obligations or liabilities under, or with respect to, this Agreement. Notwithstanding the
foregoing or anything to the contrary in this Agreement, (i) the termination of this Agreement shall not affect any liability on the part of any Party for a Willful Breach of any covenant or agreement set forth in this Agreement prior to such
termination or Fraud, (ii) Sections 3, 4 and 11 (solely to the extent related to Sections 3 and 4) shall each survive the termination of this Agreement pursuant to
Section 7(a), and (iii) Sections 8, 9, 10 and 11 (solely to the extent related to Section 8, 9, or 10) shall survive any
termination of this Agreement. For purposes of this Section 7, (x) Willful Breach means an intentional and willful material breach that is a consequence of an act undertaken or a failure to act by
the breaching Party with the knowledge that the taking of such an act or such failure to act would, or would reasonably be expected to, constitute or result in a breach of this Agreement, and (y) Fraud means actual common law
fraud in the making of a specific representation or warranty expressly set forth in this Agreement, committed by the Party making such express representation or warranty, with intent to deceive another Party, and to induce it to enter into this
Agreement and requires (i) an intentional false representation of material fact expressly set forth in the representations and warranties set forth in this Agreement; (ii) actual knowledge that such representation is false (as opposed to
any fraud claim based on constructive, knowledge, negligent or reckless misinterpretation or a similar theory); (iii) a specific intention to induce the Party to whom such representation was made to act or refrain from acting in reliance upon
it; (iv) causing that Party, in justifiable reliance upon such false
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representation, to take or refrain from taking action; and (v) causing such Party to suffer damage by reason of such reliance. For the avoidance of doubt, Fraud does not
include any claim for equitable fraud, promissory fraud, unfair dealings fraud or any torts (including a claim for fraud or alleged fraud) based on negligence or recklessness.
8. No Recourse. Except for claims pursuant to the Business Combination Agreement or any other Transaction Agreement by any party(ies)
thereto against any other party(ies) thereto, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever
(whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation of this Agreement or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any ENPC Non-Party Affiliate (other than the Class F Holders named as Parties, on the terms and subject to the conditions set forth in this
Agreement), and (b) none of the Company Non-Party Affiliates or the ENPC Non-Party Affiliates (other than the Class F Holders named as Parties, on the terms
and subject to the conditions set forth in this Agreement) shall have any liability arising out of or relating to this Agreement, the negotiation of this Agreement or its subject matter, or the transactions contemplated hereby, including with
respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection with this Agreement, as expressly provided in this Agreement, or
for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation of this Agreement or the transactions contemplated hereby. For
the purpose of this Section 8, (x) ENPC Non-Party Affiliate means (i) any officer, director, employee, partner, member, manager, direct or indirect
equityholder or Affiliate of either ENPC or Sponsor and (ii) each of the former, current or future Affiliates, Representatives, successors or permitted assigns of any of the Persons in clause (i) (other than, for the avoidance of doubt,
ENPC) or any family member of the foregoing Persons and (y) Company Non-Party Affiliate means (i) any officer, director, employee, partner, member, manager, direct or
indirect equityholder or Affiliate of the Company or any of its Subsidiaries (other than, for the avoidance of doubt, the Company or any of its Subsidiaries or any of the Grey Rock Entities) or any family member of the foregoing Persons and
(ii) each of the former, current or future Affiliates, Representatives, successors or permitted assigns of any of the Persons in clause (i) (other than, for the avoidance of doubt, the Company or any of its Subsidiaries).
9. Further Assurances. Each Class F Holder shall execute and deliver, or cause to be delivered, such additional documents,
including the Registration Rights and Lock-Up Agreement, and take, or cause to be taken, all such further actions and do, or cause to be done, all things reasonably necessary (including under applicable Laws),
or reasonably requested by ENPC or the Company, to effect the actions and consummate the Mergers and the other transactions contemplated by this Agreement and the Business Combination Agreement (including the Transactions and the other Transaction
Agreements), in each case, on the terms and subject to the conditions set forth therein and in this Agreement and in the Business Combination Agreement, as applicable.
10. Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary, (a) no Class F Holder makes any agreement
or understanding in this Agreement in any capacity (including, in the case of each Other Class F Holder, in such Other Class F Holders capacity as a director, officer or employee of ENPC) other than in such Class F Holders
capacity as a record holder and beneficial owner of the Subject ENPC Securities, and (b) nothing herein will be construed to limit or affect any action or inaction by each Other Class F Holder or any representative of Sponsor in such
holders capacity as a member of the board of directors (or other similar governing body) of ENPC or as an officer, employee or fiduciary of ENPC, in each case, acting in such Persons capacity as a director, officer, employee or fiduciary
of ENPC.
11. No Third Party Beneficiaries. This Agreement shall be for the sole benefit of the Parties and their respective
successors and permitted assigns and is not intended, nor shall be construed, to give any Person, other than the Parties and their respective successors and assigns, any legal or equitable right, benefit or remedy of any nature whatsoever by reason
this Agreement. Nothing in this Agreement, expressed or implied, is intended to or shall constitute the Parties, partners or participants in a joint venture.
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12. Incorporation by Reference. Sections 9.2 (Survival), 9.4 (Rules of
Construction), 9.6 (first sentence only) (Entire Agreement), 9.7 (Governing Law; Venue; Waiver of Jury Trial), 9.8 (Severability), 9.9 (Assignment), 9.11 (Specific Performance) and 9.12 (Amendment) of the Business Combination Agreement are
incorporated in this Agreement and shall apply to this Agreement mutatis mutandis.
[signature pages follow]
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IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed
on its behalf as of the day and year first above written.
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ENPC HOLDINGS, LLC |
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By: |
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/s/ Alex J. Dunn |
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Name: Alex J. Dunn |
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Title: Chief Executive Officer |
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EXECUTIVE NETWORK PARTNERING CORPORATION |
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By: |
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/s/ Alex J. Dunn |
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Name: Alex J. Dunn |
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Title: Chief Executive Officer |
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GRANITE RIDGE RESOURCES, INC. |
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By: |
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/s/ Alex J. Dunn |
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Name: Alex J. Dunn |
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Title: Chief Executive Officer, Chief
Financial Officer and President |
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GREP HOLDINGS, LLC |
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By: |
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/s/ Griffin Perry |
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Name: Griffin Perry |
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Title: Manager |
[Signature Page to Sponsor Agreement]
OTHER CLASS F HOLDERS:
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/s/ Richard Boyce |
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Richard Boyce |
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/s/ Michael M. Calbert |
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Michael M. Calbert |
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/s/ Gisel Ruiz |
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Gisel Ruiz |
[Signature Page to Sponsor Agreement]
EXHIBIT A
CLASS F HOLDER OWNERSHIP OF SHARES OF
PARENTCO COMMON STOCK
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Holder |
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Shares with Respect to Invested Capital |
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+ |
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Shares with Respect to Profit |
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= |
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Vested Shares as of Closing |
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+ |
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Unvested Shares as of Closing |
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= |
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Total Shares |
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ENPC Holdings, LLC |
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693,500 |
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128,375 |
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821,875 |
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352,232 |
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1,174,107 |
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Richard Boyce |
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15,000 |
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15,000 |
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6,429 |
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21,429 |
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Michael M. Calbert |
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15,000 |
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15,000 |
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6,429 |
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21,429 |
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Gisel Ruiz |
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15,000 |
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15,000 |
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6,429 |
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21,429 |
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Total |
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693,500 |
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173,375 |
|
|
|
|
|
|
|
866,875 |
|
|
|
|
|
|
|
371,518 |
|
|
|
|
|
|
|
1,238,393 |
|
Exhibit A to Sponsor Agreement
Exhibit 10.2
FROM OF REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this Agreement), dated as of
[●], 2022, is made and entered into by and among, (i) Granite Ridge Resources, Inc., a Delaware corporation (Parentco), (ii) ENPC Holdings, LLC, a Delaware limited liability company (the Sponsor and,
together with its assignees, the Sponsor Equityholders); and (iii) certain holders of securities of GREP Holdings, LLC, a Delaware limited liability company (the Company), designated as Grey Rock
Equityholders on Schedule A hereto (together with their assignees, collectively, the Grey Rock Equityholders and, together with the Sponsor Equityholders, and any person or entity who hereafter becomes a party to
this Agreement pursuant to Section 6.2 of this Agreement, the Holders and each individually a Holder).
RECITALS
WHEREAS,
Executive Network Partnering Corporation, a Delaware corporation (ENPC), Sponsor, and certain other parties named therein are parties to that certain Registration and Stockholder Rights Agreement dated as of September 15,
2020 (the ENPC Prior Agreement) pursuant to which the Sponsor and its permitted transferees have certain registration rights with respect to its shares of common stock of ENPC;
WHEREAS, ENPC, the Company, Parentco, ENPC Merger Sub, Inc., a Delaware corporation (ENPC Merger Sub), and GREP
Merger Sub, LLC, a Delaware limited liability company (Company Merger Sub), are party to that certain Business Combination Agreement, dated as of May 16, 2022 (the Business Combination Agreement),
pursuant to which, ENPC Merger Sub will merge with and into ENPC (the First Merger), with ENPC surviving the First Merger as a wholly-owned subsidiary of Parentco, and Company Merger Sub will merge with and into the Company (the
Second Merger and, together with the First Merger, the Mergers), with the Company surviving the Second Merger as a wholly-owned subsidiary of Parentco;
WHEREAS, the Grey Rock Equityholders are receiving shares of common stock, par value $0.0001 per share of Parentco (the
Parentco Common Stock) on or about the date hereof, pursuant to the Business Combination Agreement (the Business Combination Shares);
WHEREAS, pursuant to the terms of the Business Combination Agreement, the 495,357 outstanding shares of the Class F common stock, par
value $0.0001 per share of ENPC held by the Sponsor and certain other holders of shares of Class F common stock of ENPC ( the Founder Shares), will first be converted into 1,238,393 shares of Class A common
stock, par value $0.0001 per share of ENPC (with any remaining shares of Class F common stock and Class A common stock held by the Sponsor to be cancelled), and, at the effective time of the First Merger, such shares will be converted into an
equal number of shares of Parentco Common Stock (the Converted Founder Shares);
WHEREAS, pursuant to that certain
Sponsor Agreement dated as of May 16, 2022 by and among Sponsor, certain other holders of shares of Class F common stock of ENPC, ENPC, Parentco and the Company, the ENPC Prior Agreement was terminated; and
WHEREAS, in connection with the consummation of the Mergers, the parties hereto desire to enter into this Agreement pursuant to which Parentco
shall grant certain Holders certain registration rights with respect to the Registrable Securities (as defined below) on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
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ARTICLE 1
DEFINITIONS
Section 1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective
meanings set forth below:
Adverse Disclosure shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or Chief Financial Officer of Parentco, after consultation with counsel to Parentco, (i) would be required to
be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained
therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being
filed, and (iii) Parentco has a bona fide business purpose for not making such information public.
Agreement
shall have the meaning given in the Preamble.
Alternative Transaction means an agented transaction, sale directly into
the market, a purchase or sale by a broker, a derivative transaction, a short sale, a stock loan or stock pledge transaction and sales not involving a public offering.
Block Trade shall mean an offering and/or sale of Registrable Securities by any Holder on a block trade, underwritten or
other coordinated basis (whether firm commitment or otherwise) without substantial marketing efforts prior to pricing, including, without limitation, a same day trade, overnight trade or similar transaction.
Board shall mean the Board of Directors of Parentco.
Business Combination Agreement shall have the meaning given in the Recitals hereto.
Business Combination Shares shall have the meaning given in the Recitals hereto.
Business Day means any day that is not a Saturday or Sunday or a legal public holiday.
Closing shall have the meaning given in the Business Combination Agreement.
Commission shall mean the Securities and Exchange Commission.
Company shall have the meaning given in the Preamble.
Company Merger Sub shall have the meaning given in the Recitals hereto.
Converted Founder Shares shall have the meaning given in the Recitals hereto.
Demanding Grey Rock Holders shall have the meaning given in Section 2.1.3.
Demanding Holder shall have the meaning given in Section 2.1.3.
Demanding Sponsor Holders shall have the meaning given in Section 2.1.3.
ENPC shall have the meaning given in the Recitals hereto.
ENPC Merger Sub shall have the meaning given in the Recitals hereto.
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ENPC Prior Agreement shall have the meaning given in the Recitals hereto.
Exchange Act shall mean the Securities Exchange Act of 1934, as it may be amended from time to time, or any successor
federal law then in force, together with all rules and regulations promulgated thereunder.
FINRA means the Financial
Industry Regulatory Authority.
First Merger shall have the meaning given in the Recitals hereto.
Form S-1 Shelf shall have the meaning given in Section 2.1.1.
Form S-3 Shelf shall have the meaning given in Section 2.1.1.
Founder Shares shall have the meaning given in the Recitals hereto.
Grey Rock Equityholders shall have the meaning given in the Preamble.
Holders shall have the meaning given in the Preamble for so long as such person or entity holds any Registrable Securities.
Lock-up Period shall have the meaning given in Section 4.1.
Lock-up Shares shall have the meaning given in Section 4.1.1.
Maximum Number of Securities shall have the meaning given in Section 2.1.4.
Mergers shall have the meaning given in the Recitals hereto.
Minimum Block Threshold shall have the meaning given in Section 2.3.1.
Minimum Takedown Threshold shall have the meaning given in Section 2.1.3.
Misstatement shall mean an untrue statement of a material fact or an omission to state a material fact required to be
stated in a Registration Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the light of the circumstances under which they were made) not misleading.
New Registration Statement shall have the meaning given in Section 2.1.6.
Opt-Out Notice has the meaning set forth in Section 2.5.
Parentco shall have the meaning given in the Preamble and includes Parentcos successors by recapitalization, merger,
consolidation, spin-off, reorganization or similar transaction.
Parentco Common
Stock shall have the meaning given in the Recitals hereto.
Permitted Transferees shall have the meaning
given in Section 4.2.
Piggyback Registration shall have the meaning given in Section 2.2.1.
Pro Rata shall have the meaning given in Section 2.2.2.
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Prospectus shall mean the prospectus included in any Registration
Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.
Registrable Security shall mean (i) any outstanding shares of Parentco Common Stock held by a Holder immediately
following the Closing, (ii) any other equity security of Parentco (and any equity securities issued or issuable upon the exercise or conversion of such equity securities) held by a Holder immediately following the Closing, and (iii) any
other equity security of Parentco or any of its subsidiaries issued or issuable with respect to any securities referenced in clause (i) or (ii) above by way of a stock dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable
Securities when: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with
such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by Parentco and subsequent public
distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 promulgated under
the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with no volume or other restrictions or limitations); or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public
distribution or other public securities transaction.
Registration shall mean a registration, including any related
Underwritten Shelf Takedowns, effected by preparing and filing a registration statement, Prospectus or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and
such registration statement becoming effective.
Registration Expenses shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:
(A) all
registration and filing fees (including fees with respect to filings required to be made with FINRA) and any securities exchange on which Parentco Common Stock is then listed;
(B) fees and expenses of compliance with securities or blue-sky laws (including reasonable fees and
disbursements of counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);
(C) printing,
messenger, telephone and delivery expenses;
(D) reasonable fees and disbursements of counsel for Parentco;
(E) reasonable fees and disbursements of all independent registered public accountants of Parentco incurred specifically in connection with
such Registration; and
(F) in an Underwritten Offering, reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders.
Registration Statement shall mean any registration statement filed by Parentco with the Commission (other than a
Registration Statement on Form S-4 or Form S-8, or their successors) that covers the Registrable Securities pursuant to the provisions of this Agreement, including the
Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.
SEC Guidance has the meaning given in Section 2.1.6.
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Second Merger shall have the meaning given in the Recitals hereto.
Securities Act shall mean the Securities Act of 1933, as amended from time to time, or any successor federal law then in
force, together with all rules and regulations promulgated thereunder.
Shelf shall mean the Form S-1 Shelf, the Form S-3 Shelf or any subsequent Shelf Registration.
Shelf Registration shall mean a registration of securities pursuant to a registration statement filed with the Commission
in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect)
Sponsor shall have the meaning given in the Recitals hereto.
Sponsor Equityholders shall have the meaning given in the Preamble.
Subsequent Shelf Registration shall have the meaning given in Section 2.1.2.
Transfer shall mean the (i) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any
option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of
Section 16 of the Exchange Act with respect to, any security, (ii) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such
transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) public announcement of any intention to effect any transaction specified in clause (i) or (ii).
Underwriter shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten
Offering and not as part of such dealers market-making activities.
Underwriter-Requested
Lock-Up Agreement has the meaning given in Section 4.1.2.
Underwritten
Demand Offering has the meaning given in Section 2.1.3.
Underwritten Registration or
Underwritten Offering shall mean a Registration in which securities of Parentco are sold to an Underwriter in a firm commitment underwriting for distribution to the public.
Underwritten Shelf Takedown shall have the meaning given to in Section 2.1.3.
Withdrawal Notice shall have the meaning given in Section 2.1.5.
ARTICLE 2
REGISTRATIONS
Section 2.1 Shelf Registration.
2.1.1 Filing. Parentco shall use its commercially reasonable efforts to, as soon as practicable, but in any event within thirty
(30) days after the Closing Date (as defined in the Business Combination Agreement), file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the Form S-1 Shelf) covering, subject to Section 3.5, the public resale of all of the Registrable Securities owned by (i) the Sponsor Equityholders and (ii) the Grey Rock Equityholders (determined as
of two Business Days prior to such filing) on
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a delayed or continuous basis and shall use its commercially reasonable efforts to cause such Form S-1 Shelf to be declared effective as soon as
practicable after the filing thereof, but in no event later than the earlier of (i) the 60th calendar day (or the 90th calendar day if the Commission notifies Parentco that it will review the Registration Statement) following the
Closing Date and (ii) the 10th Business Day after the date Parentco is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be reviewed or will not be subject to further
review. Such Form S-1 Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named
therein. Parentco shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective,
available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Following the filing of a Form S-1 Shelf, Parentco shall use its
commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration) to a Registration Statement on Form S-3 (the Form S-3 Shelf) as soon as reasonably practicable after Parentco is eligible to use Form S-3. As soon as practicable following the effective date of a Registration
Statement filed pursuant to this Section 2.1.1 but in any event within one (1) Business Day of such date, Parentco shall notify the Holders of the effectiveness of such Registration Statement. Parentcos obligation under this
Section 2.1.1 shall, for the avoidance of doubt, be subject to Section 3.4 hereto.
2.1.2 Subsequent Shelf Registration.
If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstanding, Parentco shall, subject to Section 3.4, use its commercially reasonable efforts to as promptly as is
reasonably practicable cause such Shelf to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to as
promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a
Subsequent Shelf Registration) registering the resale of all Registrable Securities (determined as of two Business Days prior to such filing), and pursuant to any method or combination of methods legally available to, and
requested by, any Holder named therein. If a Subsequent Shelf Registration is filed, Parentco shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration to become effective under the Securities Act as promptly
as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if Parentco is a
well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration continuously effective, available for use
and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf Registration shall be on Form S-3 to the extent that
Parentco is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form. Parentcos obligation under this Section 2.1.2 shall, for the avoidance of doubt be subject to Section 3.4
hereto.
2.1.3 Requests for Underwritten Shelf Takedowns. (A) At any time and from time to time when an effective Shelf is on
file with the Commission, (i) holders of at least a majority in interest of the Registrable Securities held collectively by the Sponsor Equityholders (the Demanding Sponsor Holders) and (ii) following the
expiration of the Lock-Up Period, holders of at least ten percent (10%) in interest of the then outstanding number of Registrable Securities, held collectively by the Grey Rock Equityholders (the
Demanding Grey Rock Holders and together with the Demanding Sponsor Holders, the Demanding Holders and each, a Demanding Holder) may request to sell all or any portion of its Registrable
Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an Underwritten Shelf Takedown) and (B) to the extent Parentco is not eligible to use a Registration
Statement on Form S-3 after twelve months after the date of this Agreement, the Demanding Holders may require Parentco file a Registration on Form S-1 to effect an
Underwritten Offering of all or any portion of its Registrable Securities (Underwritten Demand Offering); provided in each case that Parentco shall only be obligated to effect an Underwritten Offering if such offering
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shall include Registrable Securities proposed to be sold by the Demanding Holder(s) with a total offering price reasonably expected to exceed, in the aggregate, $25 million or (y) all
remaining Registrable Securities held by the Demanding Holder (the Minimum Takedown Threshold). All requests for Underwritten Shelf Takedowns or Underwritten Demand Offerings shall be made by giving written notice to Parentco,
which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering. Subject to Section 2.3.3, the Demanding Holders shall have the right to select the Underwriters for such offering (which
shall consist of one or more reputable nationally recognized investment banks), subject to Parentcos prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Sponsor Equityholders may collectively demand not more
than one (1) Underwritten Offering pursuant to this Section 2.1.3. The Demanding Grey Rock Holders may demand Underwritten Offerings pursuant to this Section 2.1.3 so long as the Grey Rock Holders collectively hold at least ten
percent (10%) of the then outstanding shares of common stock of Parentco. Notwithstanding anything to the contrary in this Agreement, Parentco may effect any Underwritten Offering pursuant to any then effective Registration Statement, including a
Form S-3, that is then available for such offering.
2.1.4 Reduction of Underwritten
Offering. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown or Underwritten Demand Offering, in good faith, advises Parentco and the Demanding Holders in writing that the dollar amount or number of Registrable
Securities that the Demanding Holders desire to sell, taken together with all other Parentco Common Stock or other equity securities that Parentco desires to sell and Parentco Common Stock, if any, as to which a Registration has been requested
pursuant to separate written contractual piggy-back registration rights held by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without
adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the Maximum Number of
Securities), then Parentco shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Grey Rock Holders and Sponsor Equityholders, on a pro rata basis based on the total number of
Registrable Securities then held by each such Holder who is requesting inclusion that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clause (i), Parentco Common Stock or other equity securities that Parentco desires to sell, that can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clauses (i) through (ii), Parentco Common Stock or other equity securities of other persons or entities that Parentco is obligated to register in a Registration pursuant to separate written contractual
arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
2.1.5 Withdrawal. Prior to
the pricing of an Underwritten Shelf Takedown or Underwritten Demand Offering, a majority-in-interest of the Demanding Holders initiating such Underwritten Offering,
pursuant to a Registration under Section 2.1.1 shall have the right to withdraw from a Registration pursuant to such Underwritten Offering for any or no reason whatsoever upon written notification (a Withdrawal Notice) to
Parentco and the Underwriter or Underwriters (if any) of their intention to withdraw provided that the Demanding Holder may elect to have Parentco continue an Underwritten Offering if the Minimum Takedown Threshold would still be satisfied by the
Registrable Securities proposed to be sold in the Underwritten Offering by the Demanding Holders. If withdrawn, a demand for an Underwritten Offering shall constitute a demand for an Underwritten Offering for purposes of Section 2.1.3, unless
either (i) the Demanding Holder has not previously withdrawn any Underwritten Offering or (ii) the Demanding Holder reimburses Parentco for all Registration Expenses with respect to such Underwritten Offering; provided that, if a Grey Rock
Equityholder or a Sponsor Equityholder elects to continue an Underwritten Offering pursuant to the proviso in the immediately preceding sentence, such Underwritten Offering shall instead count as an Underwritten Offering demanded by the Grey Rock
Equityholders or Sponsor Equityholders, as applicable, for purposes of Section 2.1.3. Following the receipt of any Withdrawal Notice, Parentco shall promptly forward such Withdrawal Notice to any other Holders that had elected to participate in
such Underwritten Offering. Notwithstanding anything to the contrary in this Agreement, Parentco shall be responsible for the Registration Expenses incurred in connection with an
7
Underwritten Offering prior to its withdrawal under this Section 2.1.5, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second
sentence of this Section 2.1.5.
2.1.6 Notwithstanding the registration obligations set forth in this Section 2.1, in the event
the Commission informs Parentco that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, Parentco agrees to promptly
(i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Shelf Registration as required by the Commission and/or (ii) withdraw the Shelf Registration and file a new registration statement
(a New Registration Statement), on Form S-3, or if Form S-3 is not then available to Parentco for such registration statement, on such other form
available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, Parentco shall use its commercially reasonable efforts to advocate with the
Commission for the registration of all of the Registrable Securities in accordance with any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff (the SEC Guidance), including
without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be
registered on a particular Registration Statement as a secondary offering (and notwithstanding that Parentco used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable
Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of
Registrable Securities held by the Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Registrable Securities held by such Holders. In the event Parentco amends the Shelf
Registration or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, Parentco will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance
provided to Parentco or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not
registered for resale on the Shelf Registration, as amended, or the New Registration Statement.
2.1.7 Effective Registration.
Notwithstanding the provisions of Section 2.1.3 or Section 2.1.5 above or any other part of this Agreement, a Registration shall not count as a Registration unless and until (i) the Registration Statement has been declared effective
by the Commission and (ii) Parentco has complied with all of its obligations under this Agreement with respect thereto; provided, further, that if, after such Registration Statement has been declared effective, an offering of Registrable
Securities is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement with respect to such Registration shall be deemed not to have been
declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the
Demanding Holders initiating such Registration thereafter affirmatively elect to continue with such Registration and accordingly notify Parentco in writing, but in no event later than five (5) days, of such election; provided, further, that
Parentco shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to an Underwritten Demand Offering becomes effective or is
subsequently terminated.
Section 2.2 Piggyback Registration.
2.2.1 Piggyback Rights. Subject to Section 2.3.3., if, at any time on or after the date Parentco consummates the Mergers, Parentco
proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or
for the account of stockholders of Parentco (or by Parentco and by the stockholders of Parentco including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee
stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to Parentcos existing stockholders, (iii) for an offering of debt that is convertible
8
into equity securities of Parentco, (iv) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to
Rule 145 under the Securities Act) or (v) for a dividend reinvestment plan, then Parentco shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten
(10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the
proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in
writing within five (5) days after receipt of such written notice (such Registration a Piggyback Registration). Parentco shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration
and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included
in a Piggyback Registration on the same terms and conditions as any similar securities of Parentco included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of
distribution thereof. All such Holders selling their Registrable Securities through an Underwritten Offering under this Section 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such
Underwritten Offering by Parentco.
2.2.2 Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an
Underwritten Registration that is to be a Piggyback Registration, in good faith, advises Parentco and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of Parentco Common
Stock that Parentco desires to sell, taken together with (i) Parentco Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of
Registrable Securities hereunder (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) Parentco Common Stock, if any, as to which Registration has been requested pursuant
to separate written contractual piggy-back registration rights of other stockholders of Parentco, exceeds the Maximum Number of Securities, then:
(a) If the Registration is undertaken for Parentcos account, Parentco shall include in any such Registration (A) first, Parentco
Common Stock or other equity securities that Parentco desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the
foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1 hereof (pro rata based on the respective number of Registrable Securities that each Holder
has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as Pro
Rata)), which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Parentco Common Stock,
if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders of Parentco, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then Parentco shall
include in any such Registration (A) first, Parentco Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum
Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities
pursuant to Section 2.2.1, Pro Rata based on the number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested to
be included in such Underwritten Registration, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and
(B), Parentco Common Stock or other equity securities that Parentco desires to sell,
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which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses
(A), (B) and (C), Parentco Common Stock or other equity securities for the account of other persons or entities that Parentco is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be
sold without exceeding the Maximum Number of Securities.
2.2.3 Piggyback Registration Withdrawal. Any Holder of Registrable
Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to Parentco and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback
Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration. Parentco (whether on its own good faith determination or as the result of a request for withdrawal by
persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement.
Notwithstanding anything to the contrary in this Agreement, Parentco shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.2.3.
2.2.4 Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof
shall not be counted as a Registration pursuant to an Underwritten Shelf Takedown or Underwritten Demand Offering effected under Section 2.1 hereof.
Section 2.3 Block Trades and Alternative Transactions.
2.3.1 Notwithstanding the foregoing, following the expiration of the Lock-Up Period, at any time and
from time to time, when an effective Shelf is on file with the Commission and effective, if a Demanding Grey Rock Holder wishes to engage in (i) a Block Trade, with a total offering price reasonably expected to exceed, in the aggregate, either
(x) $25 million or (y) all remaining Registrable Securities held by the Demanding Grey Rock Holder (the Minimum Block Threshold), or (ii) any Alternative Transaction, including entering into customary agreements
with respect to such Alternative Transactions, then notwithstanding the time periods provided for in Section 2.1.4, such Demanding Grey Rock Holder need only to notify Parentco of the Block Trade or Alternative Transaction at least five
(5) Business Days prior to the day such offering is to commence and Parentco shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Alternative Transaction; provided, that the Demanding Grey
Rock Holders of the Registrable Securities wishing to engage in the Block Trade or Alternative Transaction shall use commercially reasonable efforts to work with Parentco and any Underwriters prior to making such request in order to facilitate
preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Alternative Transaction.
2.3.2 Prior to the filing of the applicable red herring prospectus or prospectus supplement used in connection with a Block Trade
or Alternative Transaction, a majority-in-interest of the Demanding Grey Rock Holders initiating such Block Trade or Alternative Transaction shall have the right to
submit a Withdrawal Notice to Parentco and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade or Alternative Transaction provided that any other Demanding Grey Rock Holder(s) may elect to have Parentco
continue a Block Trade or Alternative Transaction if the Minimum Block Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Block Trade or Alternative Transaction by the Demanding Grey Rock Holder(s).
Notwithstanding anything to the contrary in this Agreement, Parentco shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this Section 2.3.2.
2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade or Alternative
Transaction initiated by a Demanding Grey Holder pursuant to this Agreement.
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2.3.4 The Demanding Grey Rock Holder in a Block Trade shall have the right to select the
Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks), which Underwriter or Underwriters shall be reasonably acceptable to the Company.
Section 2.4 Restrictions on Registration Rights. If (A) during the period starting with the date sixty (60) days
prior to Parentcos good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Parentco initiated Registration and provided that Parentco has delivered written
notice to the Holders prior to receipt of a demand for an Underwritten Shelf Takedown or Underwritten Demand Offering pursuant to Section 2.1.1 and it continues to actively employ, in good faith, all commercially reasonable efforts to cause the
applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration and Parentco and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in
the good faith judgment of the Board such Registration would be seriously detrimental to Parentco and the Board concludes as a result that it is essential to defer the filing of such Registration Statement at such time, then in each case Parentco
shall furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to Parentco for such Registration Statement to be filed in the near future and
that it is therefore essential to defer the filing of such Registration Statement. In such event, Parentco shall have the right to defer such filing for a period of not more than thirty (30) days; provided, however, that Parentco shall not
defer its obligation in this manner more than twice in any 12-month period.
Section 2.5
Opt-Out Notices. Any Holder may deliver written notice (an Opt-Out Notice) to Parentco requesting that such Holder not receive notice from
Parentco of the proposed filing of any Registration Statement pursuant to Section 2.1.1 or 2.1.3, the proposed filing of any Piggyback Registration pursuant to Section 2.2.1, the
withdrawal of any Piggyback Registration pursuant to Section 2.2.3 or any suspension of sales pursuant to Section 3.4; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), Parentco shall not deliver any such notice to such Holder
pursuant to Sections 2.1, 2.2 or 3.4, as applicable, and such Holder shall no longer be entitled to the rights associated with any such notice and each time prior to a Holders intended use of an
effective Registration Statement, such Holder will notify Parentco in writing at least two (2) Business Days in advance of such intended use, and if a notice of a suspension of sales was previously delivered (or would have been delivered but
for the provisions of this Section 2.5) and the related suspension period remains in effect, Parentco will so notify such Holder, within one (1) Business Day of such Holders notification to Parentco, by
delivering to such Holder a copy of such previous notice of the suspension of sales, and thereafter will provide such Holder with the related notice of the conclusion of such suspension of sales immediately upon its availability.
ARTICLE 3
PARENTCO
PROCEDURES
Section 3.1 General Procedures. If at any time on or after the date Parentco consummates the Mergers,
Parentco is required to effect the Registration of Registrable Securities, Parentco shall use its commercially reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of
distribution thereof, and pursuant thereto Parentco shall, as expeditiously as possible:
3.1.1 prepare and file with the Commission as
soon as practicable a Registration Statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities
covered by such Registration Statement have been sold;
3.1.2 prepare and file with the Commission such amendments and post-effective
amendments to the Registration Statement, and such supplements to the Prospectus, as may be requested by any Holder or any
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Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by Parentco or by the Securities Act or rules and
regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or
supplement to the Prospectus;
3.1.3 prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto,
furnish without charge to the Underwriters, if any, and each Holder of Registrable Securities included in such Registration, and each such Holders legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and
supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other
documents as the Underwriters and each Holder of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;
3.1.4 prior to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify the
Registrable Securities covered by the Registration Statement under such securities or blue sky laws of such jurisdictions in the United States as any Holder of Registrable Securities included in such Registration Statement (in light of
their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be
necessary by virtue of the business and operations of Parentco and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the
disposition of such Registrable Securities in such jurisdictions; provided, however, that Parentco shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action
to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
3.1.5 cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities
issued by Parentco are then listed;
3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such
Registrable Securities no later than the effective date of such Registration Statement;
3.1.7 advise each seller of such Registrable
Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for
such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
3.1.8 at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such
Registration Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus, furnish a copy thereof to each seller of such Registrable Securities and its counsel, including, without
limitation, providing copies promptly upon receipt of any comment letters received with respect to any such Registration Statement or Prospectus;
3.1.9 notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the
Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;
3.1.10 permit a representative of the Holders (such representative to be selected by a majority-in-interest of the participating Holders), the Underwriters, if any, and any attorney or accountant retained by such Holders or
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Underwriter to participate, at each such persons own expense, in the preparation of the Registration Statement, and cause Parentcos officers, directors and employees to supply all
information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however, that such representatives or Underwriters enter into a confidentiality agreement, in form and
substance reasonably satisfactory to Parentco, prior to the release or disclosure of any such information;
3.1.11 obtain a cold
comfort letter from Parentcos independent registered public accountants in the event of an Underwritten Registration which the participating Holders may rely on, in customary form and covering such matters of the type customarily covered
by cold comfort letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating
Holders;
3.1.12 on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated
such date, of counsel representing Parentco for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in
respect of which such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to a
majority in interest of the participating Holders;
3.1.13 in the event of any Underwritten Offering, enter into and perform its
obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter of such offering;
3.1.14 make
available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of Parentcos first full calendar quarter after the effective date
of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission);
3.1.15 if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $50,000,000, use its
commercially reasonable efforts to make available senior executives of Parentco to participate in customary road show presentations that may be reasonably requested by the Underwriter in any Underwritten Offering; and
3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in
connection with such Registration.
Section 3.2 Registration Expenses. The Registration Expenses of all Registrations
shall be borne by Parentco. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters commissions and discounts, brokerage fees,
Underwriter marketing costs and, other than as set forth in the definition of Registration Expenses, all reasonable fees and expenses of any legal counsel representing the Holders.
Section 3.3 Requirements for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering
for equity securities of Parentco pursuant to a Registration initiated by Parentco hereunder unless such person (i) agrees to sell such persons securities on the basis provided in any underwriting arrangements approved by Parentco and
(ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the
terms of such underwriting arrangements.
Section 3.4 Suspension of Sales; Adverse Disclosure. Upon receipt of written
notice from Parentco that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus
correcting the Misstatement (it being understood that Parentco hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by
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Parentco that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require
Parentco to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to Parentco for reasons beyond Parentcos control, Parentco may, upon giving prompt written notice
of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by Parentco to be
necessary for such purpose. In the event Parentco exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any
Registration in connection with any sale or offer to sell Registrable Securities. Parentco shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4 and, upon the expiration
of such period, the Holders shall be entitled to resume the use of any such Prospectus in connection with any sale or offer to sell Registrable Securities.
Section 3.5 Reporting Obligations. As long as any Holder shall own Registrable Securities, Parentco, at all times while it
shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by Parentco after the date hereof pursuant to
Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. Parentco further covenants that it shall take such further action as any Holder may reasonably request,
all to the extent required from time to time to enable such Holder to sell shares of Parentco Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated
under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions. Upon the request of any Holder, Parentco shall deliver to such Holder a written certification of a duly authorized
officer as to whether it has complied with such requirements.
ARTICLE 4
LOCK-UP
Section 4.1 Lock-Up.
4.1.1 Except as permitted by Section 4.1.2 and Section 4.2, for a period of 180 days from the date hereof, none of the Grey Rock
Equityholders shall Transfer any shares of Parentco Common Stock beneficially owned or owned of record by such holder immediately following the Closing (the Lock-Up Shares), in each case
until the date that is the earlier of (x) 180 days from the date hereof; (y) the date on which the closing price of Parentco Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and similar transactions) for any 20 trading days within any 30-trading day period or (z) the date on which Parentco completes a liquidation, merger, stock exchange or other similar
transaction that results in all of Parentcos stockholders having the right to exchange their shares of Parentco Common Stock for cash, securities or other property (the Lock-up
Period). For the avoidance of doubt, the Sponsor Equityholders will not be subject to the Lock-up Period.
4.1.2 Underwriter-Requested Lock-Up. In connection with any Underwritten Offering of securities
of Parentco, if requested by the Underwriter, each Holder participating in such offering agrees (an Underwriter-Requested Lock-Up Agreement) not to effect any sale or distribution, including
any sale pursuant to Rule 144 promulgated under the Securities Act, of any Registrable Securities, and not to effect any sale or distribution of other securities of Parentco or of any securities convertible into or exchangeable or exercisable for
any other securities of Parentco (in each case, other than as part of such Underwritten Offering), in each case, during the seven (7) calendar days prior to, and during such period as the Underwriter may require (not to exceed sixty
(60) calendar days) (or such other period as may be requested by Parentco or the Underwriter to comply with regulatory restrictions on (a) the publication or other distribution of research reports and (b) analyst
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recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4), or any successor provisions or amendments thereto) beginning on, the closing
date of the sale of such securities pursuant to such an effective Registration Statement, except as part of such Registration; provided that all executive officers and directors of Parentco are bound by and have entered into substantially similar
Underwriter-Requested Lock-Up Agreements; and provided further that the foregoing provisions shall only be applicable to such Holders if all such Holders, officers and directors of Parentco are treated
similarly with respect to (i) permitted exceptions and (ii) any release prior to the termination of the lock-up period such that if any such persons are released, then all Holders shall also be
released to the same extent on a pro rata basis.
Section 4.2 Exceptions. The provisions of Section 4.1.1 shall not
apply to (each a Permitted Transfer and the transferee thereof, a Permitted Transferee):
4.2.1
transactions relating to shares of Parentco Common Stock or warrants to purchase Parentco Common Stock acquired in open market transactions;
4.2.2 Transfers of shares of Parentco Common Stock or any security convertible into or exercisable or exchangeable for Parentco Common Stock
as a bona fide gift;
4.2.3 Transfers of shares of Parentco Common Stock or any security convertible into or exercisable or exchangeable
for Parentco Common Stock to a trust, or other entity formed for estate planning purposes for the primary benefit of the spouse, domestic partner, parent, sibling, child or grandchild of a Holder or any other person with whom a Holder has a
relationship by blood, marriage or adoption not more remote than first cousin;
4.2.4 Transfers by will or intestate succession or the
laws of descent upon the death of a Holder;
4.2.5 the Transfer of shares of Parentco Common Stock or any security convertible into or
exercisable or exchangeable for Parentco Common Stock pursuant to a qualified domestic order or in connection with a divorce settlement;
4.2.6 if a Holder is a corporation, partnership (whether general, limited or otherwise), limited liability company, trust or other business
entity, (i) Transfers to another corporation, partnership, limited liability company, trust or other business entity that controls, is controlled by or is under common control or management with a Holder (including, for the avoidance of doubt,
where such Holder is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (ii) as part of a distribution, transfer or other disposition of shares of Parentco Common Stock
to partners, limited liability company members or stockholders of a Holder;
4.2.7 Transfers to Parentcos or the Holders
officers, directors, consultants or their affiliates;
4.2.8 Transfers to the Holders officers or directors, any affiliates or
family members of any of the Holders officers or directors, any members or partners of the Holder, or any affiliates of the Holder;
4.2.9 pledges of shares of Parentco Common Stock or other Registrable Securities as security or collateral in connection with any borrowing or
the incurrence of any indebtedness by any Holder (provided such borrowing or incurrence of indebtedness is secured by a portfolio of assets or equity interests issued by multiple issuers) and any pledgee agrees to be subject to the Lock-Up Period;
4.2.10 Transfers by any member or partner of the Holder to any other member or partner
of the Holder or such other members Permitted Transferees; and
4.2.11 the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the
Lock-Up Period;
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Provided, however, that in the case of any transfer or distribution pursuant to sections
4.2.2 through 4.2.10, each donee, distributee or other transferee shall agree in writing, in form and substance reasonably satisfactory to Parentco, to be bound by the provisions of this Agreement.
ARTICLE 5
INDEMNIFICATION AND CONTRIBUTION
Section 5.1 Indemnification.
5.1.1 Parentco agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each
person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys fees) caused by any untrue or alleged untrue statement of material fact contained in
any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not
misleading, except insofar as the same are caused by or contained in any information furnished in writing to Parentco by such Holder expressly for use therein. Parentco shall indemnify the Underwriters, their officers and directors and each person
who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.
5.1.2 In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to
Parentco in writing such information and affidavits as Parentco reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify Parentco, its directors and officers
and agents and each person who controls Parentco (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys fees) resulting from any untrue
statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the
statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided, however, that the obligation to
indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from
the sale of Registrable Securities pursuant to such Registration Statement.
5.1.3 Any person entitled to indemnification herein shall
(i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any persons right to indemnification hereunder to the
extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified partys reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to
such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement
made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and
expenses of more than one counsel (plus local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be
settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which
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settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or
litigation.
5.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any
investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. Parentco and each Holder of Registrable Securities participating in an
offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event Parentcos or such Holders indemnification is unavailable for any reason.
5.1.5 If the indemnification provided under Section 5.1 hereof from the indemnifying party is unavailable or insufficient to hold
harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the
indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying partys and indemnified partys relative intent, knowledge,
access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this Section 5.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering
giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections 5.1.1, 5.1.2 and 5.1.3 above, any
legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5.1.5 were
determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this Section 5.1.5. No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 5.1.5 from any person who was not guilty of such fraudulent misrepresentation.
ARTICLE 6
MISCELLANEOUS
Section 6.1 Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the
United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by
hand delivery, or facsimile or electronic mail. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on
the third Business Day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, or facsimile or electronic mail, at such time as it is delivered to the addressee (with the delivery receipt or
the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to Parentco, to: Granite Ridge Resources, Inc., 2911 Turtle Creek Blvd.,
Dallas, Texas 75219, Attn: Chief Executive Officer, and, if to any Holder, at such Holders address or contact information as set forth in Parentcos books and records. Any party may change its address for notice at any time and from time
to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 6.1.
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Section 6.2 Assignment; No Third Party Beneficiaries.
6.2.1 This Agreement and the rights, duties and obligations of Parentco hereunder may not be assigned or delegated by Parentco in whole or in
part.
6.2.2 Prior to the expiration of the Lock-up Period, no Grey Rock Equityholder may assign
or delegate such Grey Rock Equityholders rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Grey Rock Equityholder to a Permitted Transferee but only
if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement.
6.2.3 This Agreement and
the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees.
6.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in
this Agreement and Section 6.2 hereof.
6.2.5 No assignment by any party hereto of such partys rights, duties and obligations
hereunder shall be binding upon or obligate Parentco unless and until Parentco shall have received (i) written notice of such assignment as provided in Section 6.1 hereof and (ii) the written agreement of the assignee, in a form
reasonably satisfactory to Parentco, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this
Section 6.2 shall be null and void.
Section 6.3 Counterparts. This Agreement may be executed in multiple
counterparts (including facsimile, PDF and electronic signature counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.
Section 6.4 Governing Law; Venue.
(a) THIS AGREEMENT, AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT) THAT MAY BE BASED UPON, ARISE OUT OF RELATE TO THIS
AGREEMENT, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS AGREEMENT, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.
(b) THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE (OR, IF THE COURT OF CHANCERY
OF THE STATE OF DELAWARE OR THE DELAWARE SUPREME COURT DETERMINES THAT THE COURT OF CHANCERY DOES NOT HAVE OR SHOULD NOT EXERCISE SUBJECT MATTER JURISDICTION OVER SUCH MATTER, THE SUPERIOR COURT OF THE STATE OF DELAWARE) AND THE FEDERAL COURTS OF
THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF DELAWARE SOLELY IN CONNECTION WITH ANY DISPUTE THAT ARISES IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND THE DOCUMENTS REFERRED TO IN THIS AGREEMENT OR
IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF OR ANY SUCH DOCUMENT THAT IT IS NOT SUBJECT THERETO OR THAT SUCH
ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES IRREVOCABLY AGREE
THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED
18
EXCLUSIVELY BY SUCH A DELAWARE FEDERAL OR STATE COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH
DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 6.1 OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE
THEREOF.
(c) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 6.4.
Section 6.5 Amendments and Modifications. Upon the approval of the independent directors of the Board and written consent of
Parentco and the Holders of at least a majority-in-interest of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and
conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects
one Holder, solely in its capacity as a holder of the shares of capital stock of Parentco, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected; provided, further,
notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects the Sponsor Equityholders shall require the consent of the Sponsor. No course of dealing between any Holder or Parentco and any other party hereto or any
failure or delay on the part of a Holder or Parentco in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or Parentco. No single or partial exercise of any rights or remedies
under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.
Section 6.6 Rule 144. Parentco covenants that it shall use reasonable best efforts to file any reports required to be filed
by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable
Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.
Section 6.7 Other Registration Rights. Parentco represents and warrants that no person, other than a Holder of Registrable
Securities, has any right to require Parentco to register any securities of Parentco for sale or to include such securities of Parentco in any Registration filed by Parentco for the sale of securities for its own account or for the account of any
other person. Further, Parentco represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and
this Agreement, the terms of this Agreement shall prevail. This Agreement supersedes the ENPC Prior Agreement.
Section 6.8
Term. This Agreement shall terminate upon the date as of which all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in
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Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) provided that the rights of any Holder under Article II and
III hereunder shall terminate when the Holder is permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The
provisions of Section 3.5 and Article IV shall survive any termination.
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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the
date first written above.
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PARENTCO:
GRANITE RIDGE RESOURCES, INC., a Delaware corporation |
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By: |
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Name: |
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Title: |
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HOLDERS:
ENPC HOLDINGS, LLC, a Delaware limited liability company |
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By: |
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Name: |
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Title: |
[Signature Page to Registration Rights and Lock-Up Agreement]
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GREY ROCK EQUITYHOLDERS: |
GREP HOLDCO I LLC, a Delaware limited liability company |
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By: |
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Name: |
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Title: |
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GREP HOLDCO II LLC, LLC, a Delaware limited liability company |
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By: |
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Name: |
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Title: |
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GREP HOLDCO II-B HOLDINGS LLC, a Delaware limited liability company |
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By: |
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Name: |
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Title: |
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GREP HOLDCO III-A LLC, a Delaware limited liability company |
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By: |
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Name: |
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Title: |
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GREP HOLDCO III-B HOLDINGS LLC, a Delaware limited liability company |
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By: |
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Name: |
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Title: |
[Signature Page to Registration Rights and Lock-Up Agreement]
SCHEDULE A
Grey Rock Equityholders
GREP Holdco I
LLC, a Delaware limited liability company
GREP Holdco II LLC, a Delaware limited liability company
GREP Holdco II-B Holdings LLC, a Delaware limited liability company
GREP Holdco III-A LLC, a Delaware limited liability company
GREP Holdco III-B Holdings LLC, a Delaware limited liability company
Exhibit 10.3
Agreed Form
FORM OF
MANAGEMENT SERVICES
AGREEMENT
BY AND BETWEEN
GRANITE RIDGE RESOURCES, INC.,
AS COMPANY
AND
GREY ROCK ADMINISTRATION, LLC,
AS SERVICE PROVIDER
TABLE OF CONTENTS
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Page |
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ARTICLE I DEFINITIONS |
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F-1 |
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1.1 |
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Definitions |
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F-1 |
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ARTICLE II ENGAGEMENT; SERVICES |
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F-1 |
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2.1 |
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Engagement |
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F-1 |
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2.2 |
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Services |
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F-1 |
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2.3 |
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Material Change to Scope of Services |
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F-2 |
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2.4 |
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Limitations on Service Providers Authority |
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F-3 |
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2.5 |
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Ownership of Property |
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F-3 |
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2.6 |
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Service Providers Delegation of Authority |
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F-4 |
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2.7 |
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Designated Employees. |
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F-4 |
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2.8 |
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Other Business Pursuits |
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F-4 |
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2.9 |
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Independent Contractor Status |
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F-5 |
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2.10 |
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Insurance |
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F-5 |
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2.11 |
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Performance Standard. |
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F-5 |
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2.12 |
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Company Group Funds |
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F-6 |
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2.13 |
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Responsibilities of Company Group; Actions by Company Group; Company Authority |
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F-7 |
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2.14 |
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Privileged Materials |
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F-8 |
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2.15 |
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Malfeasance |
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F-8 |
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ARTICLE III PAYMENTS |
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F-8 |
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3.1 |
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Consideration |
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F-8 |
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3.2 |
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Payment Terms |
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F-8 |
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3.3 |
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Company Group Financial Responsibility |
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F-9 |
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3.4 |
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Taxes |
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F-10 |
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3.5 |
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Service Provider Records; Audit |
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F-10 |
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3.6 |
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Disputed Charges |
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F-11 |
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3.7 |
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Revenues and Expenses |
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F-11 |
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3.8 |
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Shared Investment Opportunities |
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F-11 |
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ARTICLE IV TERM; TERMINATION |
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F-14 |
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4.1 |
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Term |
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F-14 |
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4.2 |
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Termination |
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F-14 |
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4.3 |
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Effect of Termination |
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F-15 |
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4.4 |
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Transition Period |
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F-15 |
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4.5 |
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Early Termination Fee |
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F-15 |
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ARTICLE V INDEMNITIES |
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F-15 |
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5.1 |
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Service Provider Indemnity |
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F-15 |
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5.2 |
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Company Indemnity |
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F-16 |
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5.3 |
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DISCLAIMERS |
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F-16 |
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5.4 |
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Disclaimer of Application of Anti-Indemnity Statutes |
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F-16 |
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5.5 |
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Non-Compensatory Damages |
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F-17 |
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ARTICLE VI MISCELLANEOUS |
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F-17 |
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6.1 |
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Force Majeure |
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F-17 |
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6.2 |
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Notices |
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F-17 |
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6.3 |
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Governing Law |
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F-18 |
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6.4 |
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Consent to Jurisdiction |
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F-18 |
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6.5 |
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Waiver of Jury Trial |
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F-19 |
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6.6 |
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Waiver; Rights Cumulative |
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F-19 |
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6.7 |
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Entire Agreement |
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F-19 |
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6.8 |
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Amendment |
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F-19 |
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6.9 |
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Parties in Interest |
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F-19 |
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6.10 |
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Successors and Permitted Assigns |
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F-19 |
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6.11 |
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Assignment |
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F-19 |
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6.12 |
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Further Assurances |
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F-20 |
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6.13 |
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Severability |
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F-20 |
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6.14 |
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No Recourse |
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F-20 |
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6.15 |
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Interpretation |
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F-20 |
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6.16 |
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Proprietary Information |
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F-20 |
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6.17 |
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Confidentiality |
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F-20 |
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6.18 |
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Preparation of this Agreement |
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F-21 |
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6.19 |
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Counterparts |
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F-21 |
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Annex A |
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Definitions |
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F-24 |
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Exhibit A |
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Services |
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F-31 |
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Exhibit B |
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Limitations on Service Providers Authority |
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F-34 |
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Exhibit C |
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Insurance Coverages |
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F-35 |
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Exhibit D |
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Proprietary Information |
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F-36 |
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Exhibit E |
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Investment Committee |
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F-37 |
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Exhibit F |
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Confidential Information |
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F-38 |
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Schedule A |
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Key Persons |
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F-39 |
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2
MANAGEMENT SERVICES AGREEMENT
This MANAGEMENT SERVICES AGREEMENT (this Agreement) is executed and agreed to as of [●], 2022
(the Effective Date), by and between Granite Ridge Resources, Inc., a Delaware corporation (Company), and Grey Rock Administration, LLC, a Delaware limited liability company
(Service Provider). Grey Rock Energy Fund IV-A, LP, a Delaware limited partnership, Grey Rock Energy Fund IV-B, LP, a Delaware
limited partnership, and Grey Rock Energy Fund IV-B Holdings, LP, a Delaware limited partnership (collectively, GR Fund IV), join in the execution of this Agreement solely for
purposes of Section 3.8. Company and Service Provider are hereinafter each referred to as a Party and are collectively referred to as the Parties.
RECITALS
WHEREAS,
Company indirectly acquired certain non-operated oil and gas properties and related assets from certain Affiliates of Service Provider pursuant to that certain Business Combination Agreement dated May
[●], 2022, by and among GREP Holdings, LLC (together with its members, Sellers), Executive Network Partnering Corporation, Company and certain other parties thereto (the BCA);
WHEREAS, entry into this Agreement in connection with the closing of the transactions contemplated by the BCA was a material inducement
to Sellers entry into the BCA; and
WHEREAS, Company desires to have Service Provider perform, and Service Provider agrees to
perform, the Services (hereinafter defined) for the Company Group pursuant to and in accordance with the terms of this Agreement.
NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements contained in this Agreement, and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
ARTICLE I
DEFINITIONS
1.1 Definitions. As used in this Agreement, capitalized terms set forth on Annex A shall have the meanings set
forth therein. Any capitalized terms used but not otherwise defined in this Agreement shall have the meanings given them in the BCA.
ARTICLE II
ENGAGEMENT;
SERVICES
2.1 Engagement. Company hereby engages Service Provider, and Service Provider hereby agrees to perform, or to
cause to be performed, the Services during the Term, subject to and in accordance with the Service Provider Standards and the qualifications and terms of this Agreement.
2.2 Services.
(a) Subject to the direction and control of the Company Group, the terms and provisions of this Agreement, and subject to the limitations set
forth in Section 2.4, Service Provider shall manage, on behalf of the Company Group, the Assets, and the day-to-day business and affairs of the
Company Group related to the Assets, and provide the Company Group with services, all to the extent (and only insofar as) such services would be
1
substantially similar in scope to the services historically provided by Service Provider (or any of its Affiliates) in connection with its management and operation of the Assets acquired
(directly or indirectly) by the Company Group pursuant to the BCA immediately prior to the closing of the BCA and as is otherwise expressly set forth in this Agreement with respect to Companys status as a public company, including, for the
avoidance of doubt, and subject to the limitations above, those services more particularly described on Exhibit A attached to this Agreement, together with such other similar services or other services that are otherwise mutually agreed upon
by the Parties from time to time in writing, but in each case excluding the Excluded Services (the Services). Service Provider shall perform the Services in consideration for the Services Fee. Notwithstanding the foregoing,
Service Provider will not be responsible for any Company Group Costs, and, notwithstanding anything to the contrary contained in this Agreement, nothing shall require Service Provider to advance its own funds for Company Group Costs.
(b) Company shall have the right from time to time to elect to cease having Service Provider provide any of the Services and to provide such
Services itself or by another service provider, and upon request from Company, Service Provider will reasonably cooperate with Company in the transition of such Services to the Company Group or a new service provider specified by Company. For the
avoidance of doubt any such election shall not result in a reduction of the Services Fee or, in and of itself, a termination of this Agreement.
(c) The Company Group will be responsible for the following, at its own expense separate and apart from the Services Fee (the
Excluded Services):
(i) duties to be performed by Companys chief executive officer, chief
financial officer, investor relations personnel, and any other employees hired directly by the Company Group;
(ii) consolidated Company
Group financial and SEC reporting, including selecting, engaging and overseeing third party financial auditors (however, the Services will include Asset-level financial reporting and auditing and providing Asset-level SEC reporting information to
Company Group);
(iii) third party Company Group reserve reports, including selecting, engaging and overseeing third party reserve
engineers (however, the Services will include internal reserves engineering, including estimating and internal reporting of the Asset-level reserves);
(iv) selecting, engaging, and overseeing Company Group investment bankers;
(v) Sarbanes Oxley compliance and compliance with applicable securities laws and stock exchange requirements;
(vi) litigation matters (x) to the extent primarily relating to Company (as opposed to primarily related to the Assets or Company
Groups interests in such Assets) or (y) to the extent primarily relating to the Assets or the Company Groups interests in such Assets that Companys chief executive officer determines would be material to the Company Group,
taken as a whole, and notifies Service Provider that such litigation matter is an Excluded Service under this Agreement; and
(vii) other
items mutually agreed in writing by Company and Service Provider to be Excluded Services.
2.3 Material Change to Scope of
Services. Subject to Section 2.2(b), additions or material changes to the Services, including those set forth on Exhibit A may be made at any time by amending this Agreement in accordance with
Section 6.8. Such additions or changes, including any fees or fee adjustments related to such additions or changes, shall be agreed between the Parties before any work commences. Notwithstanding the foregoing, upon any
Material Acquisition of an Asset (or group of Assets) by the Company Group, the Parties shall, upon written request from Service Provider not less than 90 days following consummation of such Material Acquisition, renegotiate in good faith
adjustments to the Services Fee to reflect changes to the Services
2
reasonably required for Service Provider to appropriately manage and support such additional Assets in accordance with the terms of this Agreement. Such written request from Service Provider
shall include materials, documentation and data supporting Service Providers request for an increase to the Services Fee. In the event that the Parties cannot agree upon an adjustment (any such agreement to be documented in writing) to the
Services Fee within 30 days following Service Providers written request therefor, then either Party may submit the dispute to an independent third-party regionally or nationally recognized oil and gas consulting firm that is reasonably
acceptable to the other Party. The Parties shall cooperate with such consulting firm and each Party shall provide access to its books and records as may be reasonably necessary to permit a determination by such consulting firm. The Parties shall
direct such firm to (i) make a determination in respect of such dispute solely as to the amount of increase, if any, to be made to the Services Fee such that, taken as a whole, Service Provider does not incur aggregate expenses directly as a
result of performing the Services that exceed the Services Fee and (ii) render a determination within thirty (30) days of the Parties submission of such dispute. The Parties shall be bound by the determination with regard to such
increase, if any, to the Service Fee.
2.4 Limitations on Service Providers Authority. Notwithstanding
anything in this Agreement to the contrary, without the prior written consent of the Company Group, Service Provider shall not take any action set forth on Exhibit B. The Company Group may at any time amend Exhibit B by providing
written notice to Service Provider, which notice shall include an amended Exhibit B reflecting such amendment. Any such amendment shall be effective upon Service Providers receipt of such written notice.
2.5 Ownership of Property.
(a) The Parties agree and acknowledge that neither Service Provider nor any Affiliate of Service Provider shall, by virtue of its role as
Service Provider under this Agreement or as a result of the terms of this Agreement, have, or be deemed to have, any direct ownership interest in the Assets (or in any of the equipment, materials or other property related thereto and
purchased by the Company Group directly or by Service Provider on behalf of Company Group).
(b) All of the assets and properties owned,
purchased, leased, developed, constructed and otherwise acquired or entered into in connection with the performance of the Services pursuant to this Agreement (including (i) all Assets and all interests in wells, equipment, machinery,
materials, supplies, software, other personal property and other assets and properties owned, leased or otherwise acquired in connection therewith, (ii) Contracts, and any and all reports, records, statements and information prepared or caused
to be prepared by Service Provider in connection with this Agreement, and (iii) all proceeds, cash and funds generated or attributable to the Assets) shall be and remain the sole property of the Company Group. During the Term, Service Provider
shall obtain the written consent of Company (in Companys sole discretion) prior to effecting any arrangement resulting in Service Provider holding any such assets or properties in its name (or in the name of one of its Affiliates). If, at any
time during the Term, any such assets or properties are held in the name of Service Provider or its Affiliates, Service Provider will (and will cause its Affiliates to) to the extent they may be permissibly conveyed, promptly convey such assets and
properties to the Company Group at no cost to the Company Group. To the extent permission is required for any such conveyance, Service Provider shall use commercially reasonable efforts to obtain such permission, without payment to any Third Party.
If payment to any such Third Party is required to obtain such permission, Company shall make such payment, if the amount required is reasonable in light of the circumstances, and which payment shall be a Company Group Cost. If such amount is not
reasonable, Company shall have sole discretion whether to make such payment, but if it does not, then there shall be no obligation to cause title to the same to be transferred to Company. If Service Provider does not cause title to be transferred to
Company pursuant to the foregoing, then Service Provider shall hold such assets or properties in trust on behalf, and for the benefit and for the account (and at the sole cost), of Company.
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2.6 Service Providers Delegation of Authority.
(a) Service Provider shall be permitted to use Affiliates of Service Provider and the officers and employees of any of its Affiliates in order
to perform the Services. Service Provider may not delegate any authority, power, or right that could not be exercised directly by Service Provider under this Agreement.
(b) If Service Provider uses any Person other than Service Provider to perform any of the Services (or any part of the Services), subject to
the limitations in Section 5.1, the performance by such Person of such Services shall be treated under this Agreement as if Service Provider performed such Services itself, and if the costs of such performance by Service
Provider would have been borne solely by Service Provider under the provisions of this Agreement (and are not considered Company Group Costs), then the costs of such performance by such Person shall be borne by Service Provider and shall not result
in incremental costs to the Company Group. The retention of any third-party service provider whose retention will result in aggregate Company Group Costs in excess of $50,000 per year shall require the prior written approval of Company (such consent
not to be unreasonably withheld). Service Provider shall act prudently in selecting and appointing any such third-party service provider and regularly review and monitor any services performed by such third-party service provider. If Service
Provider retains any third-party service provider on behalf of Company in connection with its provision of the Services that also provides services to Service Provider in connection with Service Providers business outside of this Agreement,
then Service Provider shall use commercially reasonable efforts to cause such Services to be performed on behalf of Company on terms and conditions (including cost) that are no less favorable in any material respects to Company, taken as a whole,
than those applicable to Service Provider. In no case shall the performance of services by such third-party service provider relieve Service Provider of its obligations hereunder. Service Provider agrees that upon written notice (stating adequate
cause related to inadequate performance or cost issues, in each case as determined by Company in good faith) provided by Company after consultation with Service Provider, Service Provider shall use commercially reasonable efforts to replace any
third-party service provider identified by the Company Group to cease performing the Services on behalf of Service Provider.
2.7
Designated Employees.
(a) At all times, at Service Providers sole cost and expense, Service Provider shall retain and have
available to it a professional staff and other personnel which together shall be reasonably adequate in size, experience and competency to discharge properly the duties and functions of Service Provider under this Agreement. Service Provider shall
devote personnel and time and grant access to such assets and buildings of Service Provider as are necessary to provide the Services consistent with the Service Provider Standards.
(b) Service Provider shall cause the Designated Employees to devote the amount of their professional time and efforts as is reasonably
necessary to provide the Services so long as such individuals are employed by or under contract with Service Provider. Service Provider may replace any Designated Employee with another employee or independent contractor of substantially equal
experience and expertise as the Designated Employee being replaced, in which case the replacement employee or independent contractor shall become a Designated Employee. If any Designated Employees employment or contractual relationship with
Service Provider terminates for any reason or any Designated Employee is no longer providing the Services as required by this Section 2.7(b), Service Provider shall thereafter use commercially reasonable efforts to promptly
replace such individual with another employee or independent contractor of substantially equal experience and expertise as the Designated Employee being replaced, in which case the replacement employee or independent contractor shall become a
Designated Employee.
2.8 Other Business Pursuits. The Company Group acknowledges that Service Provider is not providing
services exclusively to the Company Group, and Service Provider may and will continue from time to time to provide services (including services substantially similar to the Services) to other persons (including Affiliates of Service Provider) as
long as it may do so consistent with its obligations under this Agreement, including the
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dedication of Designated Employees to the performance of the Services made under Section 2.7, and subject to any other written agreement between any member of the
Company Group and Service Provider or any of its Affiliates.
2.9 Independent Contractor Status.
(a) Company and Service Provider agree that Service Provider shall perform the Services as an independent contractor of the
Company Group and nothing in this Agreement is intended, and nothing shall be construed, to create an employer/employee, partnership, joint venture, association or other similar relationship between Service Provider and the Company Group or any of
their respective Affiliates or any of their employees.
(b) All debts and liabilities to Third Parties required or permitted to be
incurred by Service Provider under this Agreement in the course of providing the Services shall be the debts and liabilities of the Company Group, and Service Provider shall not be liable for any such obligations by reason of providing the Services
on behalf of the Company Group. Nothing stated in this Agreement shall operate to create any special or fiduciary duty between the Parties.
(c) All personnel involved in the Services shall be in the employ or under the control of Service Provider, and shall not be deemed, solely
because of the provision of the Services or for any other reason, to be an employee of the Company Group and shall not be entitled to any payment, benefit or perquisite directly from the Company Group on account of the Services, including
participation in any employee benefit and pension plans maintained by Company or any member of the Company Group. Subject to Section 2.7, the selection of such employees and contractors, and their hours of labor, shall be
determined by Service Provider, and Service Provider shall have the right to hire or dismiss its full time or part time personnel for any reason or for no reason.
(d) Subject to the terms of this Agreement (including the following sentence), all matters pertaining to the employment, supervision,
compensation, promotion and discharge of any personnel of Service Provider or its Affiliates are the responsibility of Service Provider and its Affiliates, and, subject to the terms of this Agreement, Service Provider will be responsible for
(i) providing and administering benefit programs generally available to employees of Service Provider, (ii) processing and administration of payroll, including social security, unemployment, and other applicable payroll taxes, and
(iii) discipline, performance issues, and termination of such personnel. Notwithstanding the foregoing, Service Provider agrees that upon written notice from the Company Group (stating adequate cause), Service Provider shall cause any Person
identified by the Company Group (including any employee of Service Provider or its Affiliates) to cease performing the Services on behalf of Service Provider.
2.10 Insurance. During the Term and for so long as Service Provider is providing the Services, each Party shall carry and
maintain insurance coverages of at least the types and amounts described in Exhibit C attached to this Agreement and made a part of this Agreement. All such insurance shall provide that to the extent of the procuring Partys assumed
obligations under this Agreement, such procuring Partys insurers waive their right of subrogation against the other Party (and the Company Indemnified Parties or the Service Provider Indemnified Parties, as applicable). The costs and expenses
of any insurance policies obtained and maintained by Service Provider for the benefit (a) of the Assets and/or Company Group shall constitute Company Group Costs, (b) Service Provider, alone and not with respect to its performance of
Services, shall not constitute Company Group Costs, and (c) provided for both the benefit of Company Group and/or its Assets and Service Provider shall be proportionately shared (as determined in good faith by Service Provider) as Company Group
Costs and Service Provider costs. Notwithstanding the foregoing, nothing in this Agreement shall obligate Service Provider to post, replace, supplement, or otherwise obtain any bond, letter of credit or guarantee with respect to any of the oil and
gas properties included in the Assets, or incur or otherwise bear any cost or expense in connection therewith.
2.11
Performance Standard.
(a) Service Provider shall perform the Services in good faith, in a workmanlike, reasonable and prudent
manner, with at least the same degree of care, judgment and skill as implemented in its provision of services
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historically provided by Service Provider (or any of its Affiliates) in connection with its management and operation of the Assets acquired (directly or indirectly) by the Company Group pursuant
to the BCA immediately prior to the closing of the BCA, in accordance with customary business practices and standards in the oil and gas industry in comparable circumstances, with due diligence and dispatch, and in material compliance with the terms
of all applicable Leases and other Contracts affecting the Assets and/or this Agreement, and in material compliance with all applicable Laws. The standard of performance set forth in this Section 2.11 is referred to in this
Agreement as the Service Provider Standards. In exercising the powers and authorities hereby conferred on it (insofar as such exercise is in accordance with the Service Provider Standards), Service Provider shall
(i) cooperate and follow all reasonable site security, safety measures and written policies of Company (or applicable member of the Company Group), or third party operators of any of the Assets of which Service Provider is aware (or made
aware), that have been provided to Service Provider prior to the Effective Date, insofar as the same do not materially increase Service Providers costs to comply (unless there is an upward adjustment to the Service Fee in the manner
contemplated in Section 2.3) and (ii) comply with any applicable, lawful and reasonable written instructions of Company to the extent the same does not expand the scope of Services in a manner inconsistent with
Section 2.2.
(b) Company shall have the right, following 48 hours notice (which notice must contain
specific details of all actions or inaction in question to the extent actually known by Company) to Service Provider, to stop any activity of Service Provider conducted by a Third Party contractor or consultant that Company determines, based on
information available to it at the time, fails to comply with, or is not in compliance with, the Service Provider Standards (unless Service Provider causes such Third Party contractor or consultant to bring such activities into compliance within
such period) and Company shall have the right, but not the obligation, to require Service Provider to terminate the services being provided by (and no longer use for the performance of any Services under this Agreement) such Third Party contractor
or consultant.
(c) Service Provider shall not be in breach or default of the Service Provider Standards if and to the extent such breach
or default is caused by (i) Service Providers failure to perform any portion of the Services as a result of or due to Companys material non-payment under this Agreement, except to the
extent such payment amount has been disputed in good faith in writing by Company prior to it becoming due under this Agreement, and/or (ii) an express direction by any of the Company Group to Service Provider to take an action or refrain from
taking an action. Further, Service Provider shall not be required to provide the Services or conduct any activity or operation under this Agreement that Service Provider reasonably believes, in all material respects, would be unsafe, endanger
persons, property or the environment, or violate any Law. If Service Provider so believes that any such Services, activity or operation would in all material respects be unsafe or so endanger any persons, property or the environment, except in
emergency situations, Service Provider shall promptly provide written notice to Company of such belief and reasonably consult with Company regarding any required efforts to mitigate any related issues, and take any actions to mitigate such issues in
Service Providers reasonable discretion. In an emergency situation, Service Provider shall, as soon as reasonably practicable, provide notice to Company of such situation and any action or inaction of Service Provider.
(d) In performing the Services under this Agreement, Service Provider shall not provide any investment advice to Company, nor shall its
responsibilities under this Agreement include (or be deemed to include) the duties or responsibilities of an investment adviser under the Investment Advisers Act of 1940 (the 40 Act).
Nothing in this Agreement shall be deemed to create an advisory relationship between Service Provider and Company for purposes of the 40 Act.
2.12 Company Group Funds.
(a) Funds belonging to the Company Group shall be kept at all times on deposit in bank accounts of the Company Group and Service Provider
shall disburse such funds for the payment of costs and expenses incurred in connection with the Services that are Company Group Costs, including all Asset Taxes and Burdens paid on Hydrocarbons, but excluding costs to be borne by Service Provider
under the terms of this Agreement (which
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such costs to be borne by Service Provider shall include, among other things, costs and expenses of: (i) rent associated with Companys shared office space, (ii) 25% of any marketing or
business development expenses (and Company shall be responsible, as part of Company Group Costs, for the other 75% thereof); provided, however, that any individual marketing or business development expenditure (net to the Company
Groups obligation or share) in excess of $7,500.00 must be mutually agreed to in writing and in advance by both Service Provider and Company, (iii) 100% of any software and technology expenses up to the Technology Threshold and (iv) 25% of any
software and technology expenses above the Technology Threshold (and Company shall be responsible, as part of Company Group Costs, for the other 75% thereof)).
(b) At no time shall any of the Company Groups funds be commingled with funds belonging to Service Provider or its Affiliates or any of
their respective representatives or with the funds of any Third Parties.
(c) Service Provider shall direct all third parties making
payments or otherwise transferring funds to the Company Group to pay, transfer, and deposit such funds to the Company Group directly into the bank accounts of the Company Group.
(d) If at any time Service Provider or any of its Affiliates comes into possession of any funds of the Company Group, Service Provider shall
hold such funds in trust for the benefit of the Company Group and shall promptly cause such funds to be deposited into bank accounts of the Company Group.
(e) Other than as provided in Section 3.2, Service Provider shall not pay any monies from the accounts of the
Company Group to itself or any Affiliate of Service Provider without the prior written consent of Companys chief executive officer or chief financial officer.
(f) Third-party costs (and incremental internal costs of Service Provider incurred with the approval of Company, not to be unreasonably
withheld) of establishing, implementing, maintaining, and managing the accounts and systems required to accomplish the foregoing shall be Company Group Costs. Service Provider shall use commercially reasonable efforts to cause the accounts and
systems to be in place and operational on or prior to the Effective Time (as defined in the BCA).
(g) With respect to any Services or
obligations of Service Provider under this Agreement to the extent related to handling of funds of any member of the Company Group or making disbursements on behalf of any member of the Company Group, including as set forth in this
Section 2.12, Service Provider shall obtain written approval from Companys chief executive officer or chief financial officer prior to making any disbursement of such funds in an amount greater than $20,000.
2.13 Responsibilities of Company Group; Actions by Company Group; Company Authority.
(a) Subject to Section 2.5, Company shall provide Service Provider reasonable access to any data, information,
materials, files and access to any systems or personnel that Service Provider determines is reasonably necessary or appropriate for Service Provider to perform the Services under this Agreement. The Company Group is solely responsible for the
accuracy and completeness of any and all such data that it submits or provides to Service Provider.
(b) Any action, consent or approval
required to be taken under this Agreement by any member of the Company Group shall be taken by Company and any notices to be given to or by the Company Group shall be given to Company.
(c) Any actions, consents or approvals required or permitted to be taken under this Agreement by Company shall be deemed approved by Company
to the extent such action, consent or approval is delivered to Service Provider in writing (email being sufficient) by the Companys chief executive officer or chief financial officer. Notwithstanding the foregoing, any amendment, restatement
or modification to the terms of this Agreement
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(including any matters relating to changes to the scope of Services or an adjustment to the Services Fee under Section 2.3) or any termination by Company of this
Agreement under Article IV shall require the consent or approval of a majority of the Independent Directors serving on the Companys board of directors, and the Companys chief executive officer or chief financial officer shall
provide Service Provider with evidence of such consent or approval in connection with such actions.
2.14 Privileged
Materials. The Parties understand that in connection with the provision of the Services, Service Provider may have access to privileged materials and legal advice relating to certain Company Group proceedings (Privileged
Materials). Service Provider acknowledges that at all times the privilege in the Privileged Materials rests with the Company Group and that Company has agreed to share and make the Privileged Materials available to Service Provider on
the basis that Service Provider and Company share a common interest in the subject matters and proceedings and on the condition that Service Provider undertakes to respect this privilege at all times hereafter and will prevent the Privileged
Materials from being disclosed to any third party without having first obtained the consent of Company. Nothing in this Agreement shall require Company or any other member of the Company Group to disclose any information to Service Provider or any
of its employees, agents, or representatives if such disclosure would jeopardize any attorney-client privilege, the work product immunity, or any other legal privilege or similar doctrine or contravene any applicable Law.
2.15 Malfeasance. If any of Service Provider, its Affiliates, or its or their respective officers, directors, partners, members,
managers, employees or personnel (including the Designated Employees) engages in Malfeasance in connection with this Agreement or the Services, Service Provider shall, promptly upon Service Providers senior management becoming aware of such
conduct, (a) notify Company of the conduct in writing, and (b) if requested by Company, removing such employee or personnel from providing the Services under this Agreement.
ARTICLE III
PAYMENTS
3.1 Consideration. In addition to obligations to provide indemnity and defense, as required under this Agreement,
Company shall pay to Service Provider, (i) as the sole consideration for the Services provided by Service Provider, an amount equal to $10,000,000 per year during the Term and the Transition Services Period, prorated for any partial year in
which the Services are provided (such amount, as modified from time to time pursuant to this Section 3.1, the Services Fee), plus (ii) to the extent such costs and
expenses have not been previously paid by Company or out of Company funds or otherwise reimbursed to Service Provider by Company, reimbursement for all costs and expenses incurred by Service Provider (or any of its Affiliates) that are Company Group
Costs (Reimbursable Costs). Company shall pay to Service Provider with respect to each calendar quarter during the Term and the Transition Services Period an amount equal to
one-fourth of the annual Services Fee, prorated for any partial calendar quarter in which the Services are provided (such amount, the Quarterly Services
Fee).
3.2 Payment Terms.
(a) No later than the thirtieth (30th) day of each calendar quarter during the Term, Service Provider shall deliver to Company a quarterly
statement (each, a Quarterly Statement) setting forth (i) the Quarterly Services Fee for the applicable Accounting Quarter, and (ii) an itemized list of Reimbursable Costs incurred by Service
Provider during the applicable Accounting Quarter. Service Provider shall provide to Company such documentation as Company may reasonably request to support each such Quarterly Statement. Subject to Section 3.2(b), Company
shall pay to Service Provider the amount reflected in such Quarterly Statement not later than the 30th day after the receipt of such Quarterly Statement.
(b) If Company disputes in good faith all or any portion of any Quarterly Statement delivered by Service Provider pursuant to this Agreement,
Company may deliver written notice of such dispute to Service Provider,
8
setting forth in reasonable detail the reasons for such dispute. Notwithstanding the delivery of any such written notice of dispute, Company shall pay, if applicable, to Service Provider the
undisputed portions of such Quarterly Statement in accordance with the terms of this Agreement. If it is determined by the Parties or otherwise that any amount is owed by either Party to the other Party under this Agreement, then the owing Party
shall promptly (but in any event within five (5) Business Days after such determination) reimburse the other Party such amount.
(c)
All payments shall be made by wire transfer of immediately available funds, to the account (or accounts) designated by the Person entitled to receipt of such payment.
3.3 Company Group Financial Responsibility. Company Group shall be ultimately responsible for the payment (either directly or
via reimbursement of Service Provider) for all costs to the extent directly related to the Assets and the Company Group (Company Group Costs), including, without limitation:
(a) costs of performing the Excluded Services;
(b) direct expenses charged by or payable to third parties incurred in the operation, administration or disposition of the Company
Groups business in connection with the Assets, or in the operation of the Assets, that Service Provider has historically allocated to direct asset expenses, including, without limitation, all costs, expenses, liabilities attributable to or
related to acquiring and disposing of Assets or potential investments in Assets (including costs relating to production forecasting, database, engineering, land, geological, accounting and other software or systems to be used in connection with
Service Providers due diligence (prorated to account for Service Providers use of such software or systems in its business not constituting Services) and legal, accounting, auditing, insurance, travel, consulting, underwriting,
finders, financing, appraisal, filing, printing, real estate title and other fees and expenses);
(c) salary and benefits of Company
employees, including Companys chief executive officer, chief financial officer, investor relations personnel, and any other employees of Company hired after the Effective Date;
(d) fees payable to members of Companys board of directors, committee members, and legal counsel or other advisors retained by
Companys board of directors or committees of the board of directors;
(e) Company Group Directors and Officers
insurance;
(f) costs solely associated with or arising from being a public company, including stock exchange fees, SEC filing fees,
preparation of SEC filings, preparation of financial statement audits and reserve reports, underwriters fees, costs of financial printers, transfer agent fees, proxy statement printing and mailing fees;
(g) costs incurred in connection with the registration or qualification of the Company Group under any applicable Law;
(h) Company Group taxes, including, without limitation, any related to Asset Taxes (other than taxes of Service Provider);
(i) subject to Section 5.1, costs and expenses of Company Group incurred in connection with any litigation involving
a member of the Company Group and/or the Assets, and the amount of any judgments or settlements paid in connection therewith;
(j) such
other amounts for which the Company Group is expressly responsible under this Agreement (other than under Section 5.2, but without limiting Companys obligations under Section 5.2); and
(k) other items agreed in writing by Company and Service Provider to be Company Group Costs.
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3.4 Taxes. Service Provider shall be responsible for all (i) income taxes
resulting from amounts paid or payable to it under this Agreement, (ii) employment taxes and social security payments relating to its own employees or those of any of its Affiliates, and (iii) all other taxes incurred by Service Provider
that do not constitute Company Group Costs. For the avoidance of doubt, Service Provider, and not Company, shall treat the providers of services under this Agreement as employees for tax purposes.
3.5 Service Provider Records; Audit.
(a) Service Provider shall maintain complete and accurate books and records of its activities in connection with the performance of the
Services, including any Company Group Costs actually paid by Service Provider from its own funds. Service Provider shall retain all such books and records for a period of not less than seven (7) calendar years following the end of the calendar
year in which the Services are performed (the Audit Period) or any longer period if required by Law, including any statutory IRS audit period applicable to Company Group.
(b) Upon not less than ten (10) Business Days prior written notice to Service Provider during the Audit Period for any particular
calendar year (but not more than once in any calendar quarter with respect to any calendar year), Company shall have the right, exercisable at its option and expense, to review, copy and audit Service Providers books and records (other than
those items protected by attorney-client privilege and protected health information regarding personnel of Service Provider) for the calendar year to which the Audit Period applies, and the costs charged to Company in that calendar year. Company
shall use its commercially reasonable efforts to conduct any such audit or examination in a manner that minimizes the inconvenience or disruption to Service Provider.
(c) Company may request information prior to the commencement of the audit, and Service Provider shall, to the extent available, provide the
information requested as soon as reasonably practical in order to facilitate the forthcoming audit. Service Provider will, to the extent reasonably practicable, provide the information in electronic format or hard copy within ten (10) Business
Days after the written request. For the purposes set forth in this Section 3.5, Service Provider shall, subject to any third-party confidentiality obligations, provide Company access, at all reasonable times and upon three
(3) Business Days written notice, to the Service Providers personnel, books, records, correspondence, instructions, plans, drawings, receipts vouchers, financial accounts, data stored in computer files or microfiche and memoranda of every
description (other than those items protected by attorney-client privilege or otherwise restricted from disclosure under applicable Laws) to the extent pertaining to the performance of the Services or Service Providers performance of its
obligations contained in this Agreement.
(d) In the event Company discovers any material discrepancies as a result of any audit performed
under this Agreement, Company may prepare and distribute a written report to Service Provider setting forth in reasonable detail such discrepancies. Service Provider shall reply to the report in writing as soon as practical and in any event no later
than thirty (30) days after delivery of the report. At the conclusion of an audit, Service Provider and Company shall endeavor to promptly settle any outstanding matters, including, as the case may be, through the settlement payments of any
discrepancies in amounts owed and amounts received between Company and Service Provider.
(e) All adjustments resulting from an audit
which are agreed to by Service Provider and Company shall be reflected promptly in Service Providers books and records and in the books and records of Company maintained by Service Provider. If any dispute shall arise in connection with an
audit and no settlement can be reached by the Parties as provided in Section 3.5(d), within sixty (60) days after Company delivers a written report pursuant to Section 3.5(d), unless otherwise
agreed by the Parties, the Parties may submit the dispute to an independent third-party regionally or nationally recognized auditing firm that is mutually agreeable to the Parties. The Parties shall cooperate with such auditing firm and each Party
shall provide access to its books and records as may be reasonably necessary to permit a determination by such auditing firm. The resolution by such auditing firm shall be final and binding on the Parties.
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3.6 Disputed Charges. Company may, during the Audit Period for any particular
calendar year, take written exception to any invoice rendered by Service Provider for any expenditure or any part thereof charged to Company in that calendar year, on the ground that the same was not a cost incurred by Service Provider for which
Service Provider is entitled to reimbursement pursuant to this Agreement. If the amount as to which such written exception is taken or any part thereof is ultimately determined to be a cost for which Service Provider is not entitled to reimbursement
pursuant to this Agreement, such amount or portion thereof (as the case may be) shall be paid by Service Provider to Company together with interest at the Agreed Rate no later than five (5) Business Days following determination thereof.
3.7 Revenues and Expenses. During the Term, Service Provider shall, and shall cause its Affiliates to, comply with the covenants
and obligations set forth in Section 6.20 of the BCA as if Service Provider were a party to the BCA.
3.8 Shared Investment
Opportunities. Subject to the terms and conditions set forth in this Section 3.8, Service Provider shall (and shall cause its Affiliates to) offer to Company and, during the Shared Investment Period, GR Fund IV. the
opportunity to participate in each Shared Investment Opportunity based upon their respective Shared Investment Allocation Percentages.
(a) Notice of Shared Investment Opportunities. Subject to the terms of this Section 3.8, Service Provider
shall provide written notice (each, a Shared Investment Notice) of each Shared Investment Opportunity to the Investment Committee of Company and, during the Shared Investment Period, the Investment Committee of GR Fund IV,
which notices shall be delivered via email. Each Shared Investment Notice shall include any deal memorandum, term sheet or other information prepared by or for Service Provider regarding such Shared Investment Opportunity, and the proposed purchase
price or a range of potential purchase prices for the Shared Investment Opportunity. Service Provider shall thereafter make available to the Investment Committee of Company and, during the Shared Investment Period, the Investment Committee of GR
Fund IV, such other information with respect to such Shared Investment Opportunity as is reasonably requested by the Investment Committees of Company or GR Fund IV. To the extent Service Provider, Company and GR Fund IV, as applicable, are not
entering into the applicable confidentiality agreements, nondisclosure agreements or similar agreements, or separately entering into the same, Service Provider and Company shall ensure that any confidentiality agreements, nondisclosure agreements,
or similar agreements entered into by such Party (or its Affiliates) in connection with a Shared Investment Opportunity includes language expressly permitting the disclosure of the information in this Section 3.8(a) to the
Investment Committees of Company and GR Fund IV, or such Party shall otherwise obtain the express consent or approval from the applicable disclosing party to permit the sharing of such information to the Investment Committees of Company and GR Fund
IV.
(b) Right to Participate in Shared Investment Opportunities. Each of Company and, during the Shared Investment Period, GR Fund
IV, shall have the right (but not the obligation) to participate in each Shared Investment Opportunity based upon their respective Shared Investment Allocation Percentages.
(i) For each Shared Investment Opportunity, each of Company and GR Fund IV may exercise its respective right to participate in such Shared
Investment Opportunity in an amount up to its Shared Investment Allocation Percentage by delivering written notice (which may be via email) of such election to Service Provider (a Shared Investment Election Notice) within
the time-period stated in the Shared Investment Notice, which such time period for election shall not be less than ten (10) Business Days unless (subject to the following sentence) the Shared Investment Notice includes written evidence that the
potential Third Party counterparty is requiring a shorter time period to close, in which case such time period for election shall be the maximum amount of time (as determined by Service Provider, acting reasonably) that would permit Service Provider
to consummate the acquisition if it were to receive a Shared Investment Election Notice from either Company or GR Fund IV (such period, the Shared Investment Election Period). Each Shared Investment Election Notice
delivered by Company and GR Fund IV for any Shared Investment Opportunity shall indicate the amount of the Shared Investment Allocation Percentage that it elects to participate in the Shared Investment Opportunity and
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the range of purchase prices for which it is willing to participate in the Shared Investment Opportunity. If Company or GR Fund IV fails to deliver a Shared Investment Election Notice within the
Shared Investment Election Period for any Shared Investment Election Period (or the final purchase price of the Shared Investment Opportunity is in excess of the top range indicated in its Shared Investment Election Notice), such party shall be
deemed to have elected not to participate in such Shared Investment Opportunity, and the other party (to the extent it has timely delivered a Shared Investment Election Notice for which the final purchase price of the Shared Investment Opportunity
is within the top range indicated in its Shared Investment Election Notice) shall be free to pursue all of the Shared Investment Opportunity on its own or with any other Person or Third Party. In the event either Company or GR Fund IV delivers a
Shared Investment Election Notice for less than its Shared Investment Allocation Percentage with respect to any Shared Investment Opportunity, Service Provider shall offer the remaining portion of the Shared Investment Opportunity to the other party
(to the extent it has timely delivered the Shared Investment Election Notice for all of its Shared Investment Allocation Percentage) (a Remainder Offer). If the party receiving the Remainder Offer declines to acquire the
remaining portion of the Shared Investment Opportunity that is part of the Remainder Offer, then Service Provider or any of its Affiliates may (in its sole discretion, and without any obligation) pursue such Remainder Offer for its own account or
offer such Remainder Offer to any other Person free of any obligations or restrictions under this Agreement. In the event neither Company nor GR Fund IV delivers a Shared Investment Election Notice within the Shared Investment Election Period with
respect to any Shared Investment Opportunity, Service Provider or any of its Affiliates may (in its sole discretion, and without any obligation) pursue such Shared Investment Opportunity for its own account or offer such Shared Investment
Opportunity to any other Person free of any obligations or restrictions under this Agreement.
(ii) Service Provider shall be responsible
for maintaining electronic copies of all Shared Investment Notices and Shared Investment Election Notices delivered under this Agreement during the relevant Audit Period for each Shared Investment Opportunity.
(c) Investment Discretion. Company and GR Fund IV shall have full discretion on whether to participate in each Shared Investment
Opportunity. Any decision by the Investment Committees of Company or GR Fund IV to participate or not participate in any Shared Investment Opportunity pursuant to this Section 3.8 shall be entirely the responsibility of
Company and GR Fund IV, and, subject to the terms of this Agreement, Service Provider shall not assume any risk, responsibility or expense, or be deemed to have provided any investment advice, in connection therewith. By electing to participate in
any Shared Investment Opportunity, Company and GR Fund IV acknowledges (i) it has the business and financial knowledge and experience necessary to evaluate the risks and merit associated with the applicable Shared Investment Opportunity,
(ii) it is relying on the advice and judgment of its own Investment Committee with respect to such Shared Investment Opportunity; and (iii) none of Service Provider nor any of its Affiliates shall be deemed by the Parties to provide any
brokerage or similar services to Company or GR Fund IV in connection with the offer to participate in such Shared Investment Opportunity. For the avoidance of doubt, nothing in this Section 3.8 shall prohibit or restrict
Company or GR Fund IV from selling, transferring or otherwise disposing of any assets acquired by it as part of a Shared Investment Opportunity, and each of Company and GR Fund shall have full discretion over all decisions relating to any sale,
transfer or other disposition of its assets.
(d) Shared Investment Period. The obligation of Service Provider under this
Section 3.8 shall continue with respect to GR Fund IV until the earlier of (i) the termination of this Agreement and (ii) the expiration or termination of the investment period of GR Fund IV in accordance with the
terms of the Organizational Documents of GR Fund IV (such period, the Shared Investment Period). Notwithstanding the foregoing sentence, to the extent one or more Subsequent GR Funds are made a party to this
Section 3.8 pursuant to Section 3.8(g), subpart (ii) of the definition of Shared Investment Period with respect to any such Subsequent GR Fund shall be interpreted to refer to the expiration
or termination of the investment period of such Subsequent GR Fund in accordance with the terms of the Organizational Documents of such Subsequent GR Fund. Following the expiration or termination of the Shared Investment Period, until the expiration
or termination of the Term, Service Provider shall make available to Company, mutatis mutandis on the terms and conditions set
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forth in this Section 3.8, all Shared Investment Opportunities as if Companys Shared Investment Allocation Percentage were 100%.
(e) Acknowledgement. Each of the Parties and GR Fund IV acknowledges that GR Fund IV is a party to this Agreement solely with respect
to this Section 3.8 for purposes of exercising its rights to participate in a Shared Investment Opportunity during the Shared Investment Period. Other than with respect to this Section 3.8, GR Fund
IV shall have no other rights or obligations under this Agreement. Notwithstanding the foregoing, any breach by Service Provider of its obligations under this Section 3.8 to GR Fund IV or any Subsequent GR Fund with respect
to any Shared Investment Opportunity shall not affect, limit or otherwise modify Service Providers obligations to Company under this Agreement with respect to such Shared Investment Opportunity.
(f) Shared Costs. To the extent GR Fund IV or any other Affiliate of Service Provider participates in a Shared Investment Opportunity
with Company, the Company Group Costs set forth in Section 3.3(b) that are directly related to the Assets of the Shared Investment Opportunity shall be allocated among the participating parties according to the percentage
interests in such Assets.
(g) Subsequent GR Funds. The Parties acknowledge that Affiliates of Service Provider may form one or
more private funds or other investment vehicles with an investment objective to acquire and hold upstream oil and gas assets (each such private fund or other investment vehicle, a Subsequent GR Fund). In connection with the
formation of any Subsequent GR Fund, the Parties shall engage in good faith discussions with such Subsequent GR Fund and such Subsequent GR Fund shall be admitted as a party to this Agreement for purposes of Section 3.8,
and upon admission of such Subsequent GR Fund as a party to this Section 3.8, the terms of this Section 3.8 that apply to GR Fund IV shall apply mutatis mutandis to any Subsequent GR Fund,
subject to any amendments to this Section 3.8 (including the Shared Investment Allocation Percentages with respect to such Subsequent GR Fund) that may be agreed upon by the Parties and such Subsequent GR Fund in connection
with its admission. Notwithstanding the foregoing or anything to the contrary, (x) a Subsequent GR Fund shall not be admitted as a party to this Section 3.8 prior to its signing a written joinder to this Agreement and
(y) the Shared Investment Allocation Percentage of Company shall never be less than 75%.
(h) Disclosure of Company
Opportunities. During the Term, Company shall present all Investment Opportunities that Company sources or otherwise desires to directly or indirectly participate or invest in to Service Provider, and such Investment Opportunities shall be
considered a Shared Investment Opportunity and subject to the terms of this Section 3.8. For the avoidance of doubt, during the Term, Company shall not directly or indirectly participate or otherwise invest in an Investment
Opportunity without first presenting such Investment Opportunity to Service Provider and, during the Shared Investment Period, to GR Fund IV or any Subsequent GR Fund pursuant to the terms of this Section 3.8. Following the
Term, Company shall have no obligation to present any Investment Opportunity to Service Provider, GR Fund IV or any Subsequent GR Fund, and Company and its Subsidiaries may, in the sole discretion of Company and without any obligation, pursue or
consummate any such Investment Opportunity for their own respective accounts or offer any such Investment Opportunity to any other Person free of any obligations or restrictions under this Agreement and without any participation by Service Provider,
GR Fund IV or any Subsequent GR Fund.
(i) Non-Circumvention. Each Party shall, and shall
cause its Affiliates not to, directly or indirectly, enter into an agreement, contract or arrangement with any Person with respect to any Investment Opportunity or take any other action or enter into or cause any Person to enter into any alternative
transaction, in each case, with the purpose of circumventing the intent and obligations of the Parties in this Section 3.8. For the avoidance of doubt, each Party shall be responsible for, and shall be in breach of this
Agreement in the event of, any breach of this Section 3.8(i) by any of such Partys Affiliates.
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ARTICLE IV
TERM; TERMINATION
4.1 Term. This Agreement will commence on the Effective Date, and, unless earlier terminated in accordance with
Section 4.2, will remain in effect until April 30, 2028 (the Initial Term), and shall continue in effect thereafter for consecutive one-year renewal
terms (each, a Renewal Term), unless terminated at the end of the Initial Term or any Renewal Term (i) by Company by at least ninety (90) days prior notice, or (ii) by Service Provider by at least one
hundred and twenty (120) days prior notice (the period from the Effective Date until the date on which this Agreement terminates, the Term).
4.2 Termination. This Agreement may also be terminated as follows:
(a) On or following the second anniversary of the Effective date, on the one hundred and eightieth (180th) day following written notice (a
Termination Notice) by Company to Service Provider; which Termination Notice may be revoked by Company at any time prior to the ninetieth (90th) day following the delivery of such Termination Notice;
(b) Automatically upon written notice (i) by Company to Service Provider, upon (1) a Change of Control of the Company Group or
(2) a sale by the Company Group of all or substantially all of the Assets (directly or indirectly, whether through an asset transaction or an equity transaction and whether through one transaction or a series of transactions), other than any
such sale to any of its Affiliates, Subsidiaries, parents, stockholders, members or other interest holders or (ii) by Service Provider to Company, upon (1) a Change of Control of the Company Group or (2) a sale by the Company Group of
all or substantially all of the Assets (directly or indirectly, whether through an asset transaction or an equity transaction and whether through one transaction or a series of transactions), other than any such sale to any of its Affiliates,
Subsidiaries, parents, stockholders, members or other interest holders;
(c) Automatically upon written notice by Company to Service
Provider,
(i) upon a Change of Control of Service Provider;
(ii) upon a Bankruptcy of Service Provider;
(iii) upon the occurrence of a Key Person Event, insofar and only insofar as Company exercises this option to terminate within ninety
(90) days of Company becoming aware of the occurrence of such Key Person Event (and failure to exercise within this period shall constitute a waiver by Company of its right to terminate this Agreement under this
Section 4.2(c)(iii)); or
(iv) upon the occurrence of any facts or circumstances constituting Malfeasance, to
the extent (if curable) the same is not cured within thirty (30) days after delivery by Company to Service Provider or its Affiliates of written notice of such Malfeasance.
(d) Automatically upon written notice by Company to Service Provider, upon a material default or material breach by Service Provider or any of
its Affiliates of this Agreement, which has not resulted from the breach by Company Group of any of its obligations under this Agreement, if:
(i) such material default or material breach is capable of being cured, and such material default or material breach is not cured within
thirty (30) days after delivery by Company to Service Provider or its Affiliates of written notice of such material default or material breach; or
(ii) such material default or material breach is not capable of being cured.
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(e) Automatically upon written notice by Service Provider to Company, upon a material
default or material breach of this Agreement by any member of the Company Group, if (i) such material default or material breach is not cured within thirty (30) days (or ten (10) calendar days in the event of a payment default by
Company) after delivery by Service Provider to Company of written notice of such material default or material breach and (ii) such material default or material breach has not resulted from the actions or inactions of Service Provider.
4.3 Effect of Termination. The terms of Section 3.5, Section 3.6, this
Section 4.3, Section 4.4, ARTICLE V, ARTICLE VI and Annex A shall survive any termination of this Agreement. The termination of this Agreement shall not relieve either Party of
any liability or obligation accruing or that had accrued prior to the Termination Effective Date (including any Service Providers right to receive any amounts payable under ARTICLE III that have accrued prior to the date of termination)
or deprive a Party not in breach of its rights to any remedy otherwise available to such Party. Upon the Termination Effective Date, to the extent not previously done, Service Provider shall to the extent they may be permissibly assigned, promptly
deliver to Company all Company Records and Data.
4.4 Transition Period. Notwithstanding anything to the contrary in this
Agreement, in addition to Service Providers obligations under Section 4.3, Service Provider shall, during the Transition Services Period, continue to provide Services in accordance with this Agreement, and pursuant to
the terms of this Agreement, and upon request from Company will reasonably cooperate with Company in the transition of such Services to the Company Group or a new service provider specified by Company. The Transition Services
Period shall be the period beginning on the Termination Effective Date and ending on the ninetieth (90th) day after the Termination Effective Date.
4.5 Early Termination Fee. In the event of an Early Termination by Company or Service Provider, in addition to the payment of
the Services Fee during the Transition Services Period and all other amounts payable to Service Provider under this Agreement, Company will pay to Service Provider, upon the termination of the Transition Services Period, the lesser of (i) an
amount equal to 50% of the Remaining Services Fee or (ii) a lump-sum termination fee equal to Ten Million Dollars ($10,000,000).
ARTICLE V INDEMNITIES
5.1 Service Provider Indemnity. Service Provider hereby agrees to RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS Company
and the other Company Indemnified Parties from and against any and all Liabilities to the extent arising out of, or relating to the Services, this Agreement or transactions contemplated in this Agreement, solely to the extent such Liabilities are
attributable to (a) the gross negligence, willful misconduct, or actual fraud (not constructive or negligent fraud) of Service Provider or (b) any claims by Service Providers or its Affiliates employees or consultants relating
to the terms and conditions of their employment or arrangement with Service Provider or such Affiliate, other than any claims under any written agreement between any such employee or consultant, on the one hand, and any member of the Company Group,
on the other hand, regardless of whether such Liabilities in this subpart (b) relate to the Term or to any period prior to the Term, and with regard to the claims and Liabilities described in subparts (a) and (b) above,
REGARDLESS OF WHETHER SUCH LIABILITIES ARE THE RESULT OF (IN WHOLE OR IN PART) THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY, OTHER LEGAL FAULT, LEGAL RESPONSIBILITY, OR THE VIOLATION OF LAW OF OR BY ANY
COMPANY INDEMNIFIED PARTIES, SERVICE PROVIDER INDEMNIFIED PARTIES OR ANY THIRD PARTIES; provided, however, that notwithstanding the foregoing, Service Provider shall have no obligation to defend, indemnify, hold harmless or release any Company
Indemnified Parties from any Liabilities to the extent such Liabilities arise out of or are related to the gross negligence, willful misconduct, or actual fraud of Company or any Company Indemnified Party. Notwithstanding any other provision of this
Agreement, except solely to the extent such Liabilities are attributable to the willful misconduct or actual fraud (not constructive or negligent fraud) of Service Provider, Service Provider shall in no circumstances be liable to the Company
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Indemnified Parties pursuant to this Section 5.1 or otherwise in connection with this Agreement (including, without limitation, in connection with claims related to
gross negligence of Service Provider) in excess of the aggregate amount actually received by Service Provider from Company pursuant to Section 3.1 during the Term, REGARDLESS OF WHETHER SUCH LIABILITIES ARE THE RESULT OF
(IN WHOLE OR IN PART) THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY, OTHER LEGAL FAULT, LEGAL RESPONSIBILITY, OR THE VIOLATION OF LAW OF OR BY ANY COMPANY INDEMNIFIED PARTIES, SERVICE PROVIDER INDEMNIFIED PARTIES
OR ANY THIRD PARTIES.
5.2 Company Indemnity. Subject to the following sentence, Company, for itself and on behalf of
each member of the Company Group, hereby agrees to RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS Service Provider and the other Service Provider Indemnified Parties from and against any and all Liabilities arising out of, or relating to the
Services, this Agreement or transactions contemplated in this Agreement, except solely to the extent that Company is entitled to an indemnity pursuant to Section 5.1, regardless of whether such Liabilities are in favor of
any Third Party or any Company Indemnified Party, Service Provider or any other Service Provider Indemnified Parties, and REGARDLESS OF WHETHER SUCH LIABILITIES ARE THE RESULT OF (IN WHOLE OR IN PART) THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR
COMPARATIVE NEGLIGENCE, STRICT LIABILITY, OTHER LEGAL FAULT, LEGAL RESPONSIBILITY, OR THE VIOLATION OF LAW OF OR BY COMPANY, ANY COMPANY INDEMNIFIED PARTIES, SERVICE PROVIDER INDEMNIFIED PARTIES OR ANY THIRD PARTIES. Notwithstanding the
foregoing sentence, Company shall have no obligation to defend, indemnify, hold harmless or release any Service Provider Indemnified Party from any Liabilities to the extent (and only to the extent) that Service Provider is obligated to indemnify
Company for the same pursuant to Section 5.1 (and with regard to those Liabilities for which Service Provider is obligated to indemnify Company and the other Company Indemnified Parties only up to the aggregate cap or limit
described in Section 5.1, then this limitation on Companys obligation to defend, indemnify, hold harmless or release shall only apply with regard to such Liabilities up to the such cap or limit but shall not apply
with regard to such Liabilities in excess of such cap or limit).
5.3 DISCLAIMERS; EXCLUSIVE REMEDY. NOTWITHSTANDING
ANY OTHER TERM OF THIS AGREEMENT TO THE CONTRARY, SERVICE PROVIDER MAKES NO OTHER, AND DISCLAIMS ANY OTHER, REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICES, OR THE PERFORMANCE OR RESULTS OF THE SERVICES
(INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), AND ANY AND ALL SUCH SERVICES ARE OTHERWISE PROVIDED (AND ACCEPTED BY COMPANY) ON AN AS IS, WHERE IS, WITH ALL FAULTS BASIS. COMPANY,
ON BEHALF OF ITSELF AND ITS AFFILIATES ACKNOWLEDGES AND AGREES THAT SERVICE PROVIDER SHALL HAVE NO LIABILITY TO COMPANY IN CONNECTION WITH ANY DECISIONS MADE OR ACTIONS TAKEN BY COMPANY IN RELIANCE UPON ANY INFORMATION OR ADVICE PROVIDED BY SERVICE
PROVIDER UNDER THIS AGREEMENT, SUCH DECISIONS BEING MADE OR ACTIONS TAKEN AT COMPANYS SOLE RISK. NOTWITHSTANDING ANYTHING STATED IN THIS AGREEMENT TO THE CONTRARY, THE RIGHTS AND REMEDIES SET FORTH IN THIS ARTICLE CONSTITUTE (AND SHALL BE) THE
SOLE AND EXCLUSIVE REMEDIES OF COMPANY AND THE OTHER COMPANY INDEMNIFIED PARTIES CONCERNING THE SERVICES, THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ANY ACTUAL OR ALLEGED BREACHES OR DEFAULTS OF THIS AGREEMENT) OR TRANSACTIONS CONTEMPLATED IN
THIS AGREEMENT.
5.4 Disclaimer of Application of Anti-Indemnity Statutes. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE
PROVISIONS OF ANY ANTI-INDEMNITY STATUTE RELATING TO OILFIELD SERVICES AND ASSOCIATED ACTIVITIES SHALL NOT BE APPLICABLE TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
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5.5 Non-Compensatory Damages. NONE OF THE PARTIES (OR THEIR RESPECTIVE
INDEMNIFIED PARTY GROUPS) SHALL BE ENTITLED TO RECOVER UNDER THIS AGREEMENT, AND EACH PARTY HEREBY WAIVES (AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, FOR THEMSELVES AND THEIR RESPECTIVE INDEMNIFIED PARTY GROUPS) ANY RIGHT TO RECOVER,
ANY SPECIAL, DIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE, OR SPECULATIVE DAMAGES OR DAMAGES FOR LOST PROFITS OF ANY KIND ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, EXCEPT TO THE
EXTENT THAT (A) THE ANY SUCH PARTY SUFFERS SUCH DAMAGES (INCLUDING COSTS OF DEFENSE AND REASONABLE ATTORNEYS FEES INCURRED IN CONNECTION WITH DEFENDING OF SUCH DAMAGES) TO A THIRD PARTY FOR WHICH A PARTY HAS AGREED TO INDEMNIFY THE OTHER
UNDER THE TERMS OF THIS AGREEMENT, WHICH DAMAGES (INCLUDING COSTS OF DEFENSE AND REASONABLE ATTORNEYS FEES INCURRED IN CONNECTION WITH DEFENDING AGAINST SUCH DAMAGES) SHALL NOT BE EXCLUDED BY THIS PROVISION.
ARTICLE VI
MISCELLANEOUS
6.1
Force Majeure. The obligations of a Party under this Agreement shall be suspended during and to the extent that such Party is prevented due to a Force Majeure Event, except and excluding any obligation to pay money incurred prior to the Force
Majeure Event, maintain confidentiality in accordance with this Agreement, or any indemnification obligations of such Party. The Party suffering a Force Majeure Event shall give notice of suspension as soon as reasonably practicable to the other
Party stating the date and extent of such suspension and the cause thereof, and shall exercise due diligence to end its inability to perform as promptly as practicable.
6.2 Notices. All notices, requests, demands and communications required or permitted to be given under this Agreement shall be
in writing and shall be delivered personally, or sent by overnight courier, or mailed by U.S. Express Mail or by certified or registered United States Mail with all postage fully prepaid, or sent by electronic mail transmission (provided that the
acknowledgment of the receipt of such electronic mail is requested and received, excluding automatic receipts, with the receiving Person affirmatively obligated to promptly acknowledge receipt) addressed to Service Provider or Company, as
appropriate, at the address for such Person shown below or at such other address as Service Provider or Company shall have theretofore designated by written notice delivered to the other Parties:
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If to Service Provider: |
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Grey Rock Administration, LLC 2911 Turtle Creek Blvd., Suite 1150 Dallas, Texas 75219 Attention: Griffin Perry Email: griffin@grey-rock.com |
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With a required copy to (which copy shall not
constitute notice): |
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Holland & Knight LLP 1722 Routh
Street, Suite 1500 Dallas, Texas 75201 Attention: Jeremiah
Mayfield Email: Jeremiah.Mayfield@hklaw.com |
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If, solely for purposes of Section 3.8,
To GR Fund IV: |
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Grey Rock Management Partners IV, LLC 2911 Turtle Creek Blvd., Suite 1150 Dallas, Texas 75219 Attention: Emily Fuquay Email: emily@grey-rock.com |
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With a required copy to (which copy shall not
constitute notice): |
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Holland & Knight LLP 1722 Routh
Street, Suite 1500 Dallas, Texas 75201 Attention: Jeremiah
Mayfield Email: Jeremiah.Mayfield@hklaw.com |
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If to Company: |
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Granite Ridge Resources, Inc. 2911 Turtle Creek Blvd., Suite 1150 Dallas, Texas 75219 Attention: Luke Brandenberg Email: luke@grey-rock.com |
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With a required copy to (which copy shall not
constitute notice): |
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Kirkland & Ellis LLP 4550 Travis Street Dallas, TX 75205 Attention: Thomas K. Laughlin, P.C. E-mail: thomas.laughlin@kirkland.com |
Any notice given in accordance with this Agreement shall be deemed to have been given only when delivered to the addressee in
person, or by courier, during normal business hours on a Business Day (or if delivered or transmitted after normal business hours on a Business Day or on a day other than a Business Day, then on the next Business Day), or upon actual receipt by the
addressee during normal business hours on a Business Day after such notice has either been delivered to an overnight courier or deposited in the United States Mail, as the case may be (or if delivered after normal business hours on a Business Day or
on a day other than a Business Day, then on the next Business Day). Service Provider or Company may change the address to which such communications are to be addressed by giving written notice to the other Party in the manner provided in this
Section 6.2.
6.3 Governing Law. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY, OR DISPUTE ARISING
UNDER OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE RIGHTS, DUTIES, AND RELATIONSHIP OF THE PARTIES HERETO AND THERETO, SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW RULE OR PRINCIPLE THAT MIGHT REFER CONSTRUCTION OF PROVISIONS TO THE LAWS OF ANOTHER JURISDICTION.
6.4 Consent to Jurisdiction. EACH PARTY IRREVOCABLY CONSENTS AND AGREES THAT ANY ACTION, PROCEEDING, OR OTHER LITIGATION BY OR
AGAINST ANY OTHER PARTY OR PARTIES WITH RESPECT TO ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE BROUGHT AND TRIED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS
LOCATED IN DALLAS, TEXAS, AND ANY SUCH LEGAL ACTION OR PROCEEDING MAY BE REMOVED TO THE AFORESAID COURTS. BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY ACCEPTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE
EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. EACH PARTY HEREBY IRREVOCABLY WAIVES (A) ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE WITH RESPECT ANY SUCH ACTION, PROCEEDING, OR LITIGATION ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY BROUGHT IN THE AFORESAID COURTS, AND (B) ANY RIGHT TO STAY OR DISMISS ANY SUCH ACTION, PROCEEDING, OR LITIGATION BROUGHT BEFORE THE AFORESAID COURTS ON THE BASIS OF FORUM NON-CONVENIENS.
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6.5 Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
EACH PARTY HEREBY WAIVES ITS RIGHTS TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF
ANY TYPE BROUGHT BY A PARTY AGAINST THE OTHER PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIM, OR OTHERWISE. EACH PARTY HEREBY AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING
THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION 6.5 AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY
OR ENFORCE ABILITY OF THIS AGREEMENT, OR ANY PROVISION OF THIS AGREEMENT. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS, OR MODIFICATIONS TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES THAT THE FOREGOING WAIVER CONSTITUTES
A MATERIAL CONSIDERATION FOR THE OTHER PARTY EXECUTING THIS AGREEMENT.
6.6 Waiver; Rights Cumulative. Any of the terms,
covenants, representations, warranties or conditions of this Agreement may be waived only by a written instrument executed by or on behalf of the Party waiving compliance. No course of dealing on the part of Service Provider and Company, or their
respective officers, employees, agents or representatives or any failure by Service Provider and Company to exercise any of its rights under this Agreement shall operate as a waiver thereof or affect in any way the right of such Person at a later
time to enforce the performance of such provision. No waiver by Service Provider and Company of any condition or any breach of any term, covenant, representation or warranty contained in this Agreement, in any one or more instances, shall be deemed
to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of any breach of any other term, covenant, representation or warranty. The rights of Service Provider and Company under this
Agreement shall be cumulative, and the exercise or partial exercise of any such right shall not preclude the exercise of any other right.
6.7 Entire Agreement. This Agreement (including the annexes and exhibits attached hereto) constitutes the complete and exclusive
statement of agreement between, and supersedes all prior written and oral agreements or statements by and between, the Parties with respect to the subject matter of this Agreement. No representation, promise, inducement, statement or intention,
condition or warranty has been made by or on behalf of such Party that is not set forth in this Agreement or the documents referred to in this Agreement.
6.8 Amendment. Subject to Section 2.13(c), this Agreement may not be amended or modified except by a
written instrument specifically referring to this Agreement and executed by all of the Parties.
6.9 Parties in Interest.
Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed or implied, is intended to confer on any Person other than Company and Service Provider and their respective successors and permitted assigns,
or the Company Indemnified Parties and Service Provider Indemnified Parties (but only to the extent set out in Section 5.1 and Section 5.2, respectively), any rights, remedies, obligations or
liabilities under or by reason of this Agreement. Notwithstanding the foregoing, only a Party and its respective successors and permitted assigns will have the right to enforce the provisions of this Agreement on its own behalf or on behalf of any
Company Indemnified Party or Service Provider Indemnified Party (but shall not be obligated to do so).
6.10 Successors and
Permitted Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns.
6.11 Assignment. Neither Party may assign, delegate or transfer (by merger, operation of Law or otherwise) its respective rights
or delegate its respective obligations under this Agreement without the express prior written consent of the other Party. Notwithstanding the foregoing, Service Provider may assign its rights and delegate its
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obligations under this Agreement, in whole or in part, to an Affiliate without the prior written consent of Company. Any such permitted assignment shall not relieve Service Provider of its
obligations under this Agreement. Any purported assignment, delegation, or transfer in contravention of this Section 6.11 shall be void and unenforceable. The foregoing provisions of this
Section 6.11 are not intended to prohibit or restrict Service Provider from engaging subcontractors or Affiliates to perform some or all of the Services in accordance with this Agreement but Service Provider shall remain
fully responsible and liable for performance of any such Services as if such subcontracted activities had been performed directly by Service Provider.
6.12 Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Party shall execute
and deliver all such future instruments and take such other further action as may be reasonably necessary or appropriate to carry out the provisions of this Agreement and the intention of the Parties as expressed in this Agreement.
6.13 Severability. If any term or provision of this Agreement is determined to be invalid, illegal, or incapable of being
enforced by any rule of Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect. Upon a determination that any term or provision is invalid, illegal, or incapable of being enforced,
the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest
extent possible.
6.14 No Recourse. For the avoidance of doubt, the provisions of this Agreement shall not give rise to any
right of recourse against any current or former stockholder, member, partner, owner, director, manager, officer, employee, agent or representative of Service Provider or of Company.
6.15 Interpretation. All references in this Agreement to Articles, Sections, subsections and other subdivisions refer to the
corresponding Articles, Sections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections and other subdivisions of this Agreement are
for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language of this Agreement. The words this Agreement, herein, hereby, hereunder and
hereof, and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or other subdivision unless expressly so limited. The words this Article, this
Section, and this subsection, and words of similar import, refer only to the Article, Section or subsection of this Agreement in which such words occur. The word including (in its various forms) means including
without limitation. All references to $ or dollars shall be deemed references to United States dollars. Each accounting term not defined in this Agreement will have the meaning given to it under GAAP. Pronouns in
masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined in this Agreement) in the singular form shall be construed to include the plural and vice versa,
unless the context otherwise requires. References to any Law or agreement shall mean such Law or agreement as it may be amended from time to time.
6.16 Proprietary Information. The Parties agree that the Proprietary Information listed on Exhibit D attached hereto as
being Proprietary Information of Company or Service Provider, as the case may be, shall be owned or deemed owned by such Party for all purposes. Subject to the foregoing, the Parties acknowledge that all Proprietary Information provided or created
by Service Provider in rendering the Services (or rendering Services in respect of the Assets prior to the Effective Date) is and shall be the sole and exclusive property of Company.
6.17 Confidentiality. Except as specifically provided in this Agreement, the Parties agree that any and all information that is
not otherwise publicly available (Confidential Information) communicated by one Party or its employees or representatives (the Disclosing Party) to the other Party or its employees or
representatives (the Receiving Party), whether disclosed before or after the Effective Date, (a) shall be treated as confidential, proprietary, and trade secret information of Disclosing Party, (b) shall be held
in strict confidence by the Receiving Party, (c) shall be used only for purposes of this Agreement by the Receiving Party, and (d) that no
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Confidential Information, including the provisions of this Agreement and the Proprietary Information, shall be disclosed by the Receiving Party, its Affiliates, Subsidiaries or contractors, and
each of their respective directors, managers, officers, employees, consultants, agents, or representatives (Representatives), without the prior written consent of the Receiving Party. The Receiving Party shall limit access
to the Disclosing Partys Confidential Information to only those of its Representatives that are bound by obligations that are substantially similar to those contained in this Section 6.17. The Receiving Party shall
safeguard Confidential Information with at least the same degree of care (which shall always be at least a reasonable amount of care) that it uses to safeguard its own confidential, proprietary, and trade secret information of a similar nature. This
Section 6.17 shall not apply to information (i) which is in the public domain (other than through its unauthorized disclosure by Receiving Party or its Representatives), (ii) which the Receiving Party legitimately had
in its possession prior to receiving it from the Disclosing Party, (iii) which the Receiving Party legitimately obtained from a Third Party who rightfully acquired such information, or (iv) which the Receiving Party independently developed
without reference to the information received from the Disclosing Party. If the Receiving Party must disclose any Confidential Information pursuant to applicable Law or regulator or by operation of Law, the Receiving Party may disclose only such
minimum Confidential Information as is legally required following the Receiving Party providing reasonable advance notice to the Disclosing Party of such requirement and a reasonable opportunity to object to such disclosure at the Disclosing
Partys sole expense. In any event, the Receiving Party shall be fully liable for any breach of this Agreement by its Representatives and agrees, at its sole expense, to take all reasonable measures to restrain its Representatives from any
prohibited or unauthorized disclosure or use of the Disclosing Partys Confidential Information. This Section 6.17 shall survive the termination of this Agreement for a period of two (2) years. Each Party
acknowledges that the unauthorized disclosure or use of Confidential Information could cause irreparable harm and significant injury, the precise measure of which would be difficult to ascertain. Accordingly, each Party will be entitled to seek
specific performance and injunctive or other equitable relief, without bond, as a remedy for any such breach or threatened breach by the other Party, in addition to all other rights and remedies that Company may have. Notwithstanding anything
contained in this Section 6.17 to the contrary, information constituting Confidential Information of Company shall be treated in accordance with clauses (a)-(d) above regardless of whether such information was in the
possession or control of Service Provider prior to the Effective Date, except to the extent otherwise provided in Exhibit F attached hereto.
6.18 Preparation of this Agreement. The Parties have read this Agreement and have voluntarily executed this Agreement. Each
Party has had substantial input into the drafting and preparation of this Agreement and has had the opportunity to exercise business discretion in relation to the negotiation of the details of this Agreement. This Agreement is the result of arms-length negotiations from equal bargaining positions. This Agreement shall not be construed against either Party, and no consideration shall be given or presumption made on the basis of who drafted this
Agreement or any particular provision of this Agreement or who supplied the form of Agreement.
6.19 Counterparts. This
Agreement may be executed by each Party in any number of counterparts, and each such counterpart of this Agreement shall be deemed to be an original instrument, and all of such counterparts shall constitute for all purposes one and the same
agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission or other electronic imaging means (including by .pdf) shall be effective as delivery of a manually executed counterpart of this Agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly
authorized representatives as of the date and year first above written.
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SERVICE PROVIDER: |
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GREY ROCK ADMINISTRATION, LLC |
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By: |
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Name: Griffin Perry Title:
Manager |
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COMPANY: |
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GRANITE RIDGE RESOURCES, INC. |
By: |
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Name:
Title: |
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Executing this Agreement solely for purposes of Section 3.8:
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GR FUND IV: |
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GREY ROCK ENERGY FUND IV-A, LP |
BY: GREY ROCK ENERGY PARTNERS GP IV-A, L.P., its general partner |
By: GREP GP IV Holdings, LLC, its general partner |
By: Grey Rock Energy Partners GP IV, L.P., its sole member |
By: GREP GP IV, LLC, its general partner |
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By: |
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Name: Griffin Andrew Perry |
Title: Manager |
Signature Page
to Management Services Agreement
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GREY ROCK ENERGY FUND IV-B, LP |
BY: GREY ROCK ENERGY PARTNERS GP IV-B, L.P., its general partner |
By: GREP GP IV Holdings, LLC, its general partner |
By: Grey Rock Energy Partners GP IV, L.P., its sole member |
By: GREP GP IV, LLC, its general partner |
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By: |
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Name: |
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Griffin Andrew Perry |
Title: |
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Manager |
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GREY ROCK ENERGY FUND IV-B HOLDINGS, LP |
BY: GREY ROCK ENERGY PARTNERS GP IV-B, L.P., its general partner |
By: GREP GP IV Holdings, LLC, its general partner |
By: Grey Rock Energy Partners GP IV, L.P., its sole member |
By: GREP GP IV, LLC, its general partner |
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By: |
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Name: |
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Griffin Andrew Perry |
Title: |
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Manager |
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ANNEX A
DEFINITIONS
40 Act is defined in Section 2.11(d).
Accounting Quarter means, with respect to each calendar quarter in which a Quarterly Statement is delivered under
Section 3.2, the calendar quarter that immediately precedes the calendar quarter in which such Quarterly Statement is to be delivered under Section 3.2.
Affiliate means, with respect to any Person, any other Person that, directly or indirectly, through one or more
intermediaries, controls, is controlled by or is under common control with, such Person. The term control and its derivatives with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the ownership of voting securities or partnership or other ownership interests, by contract or otherwise. Notwithstanding the foregoing, for purposes of this Agreement, neither
Company nor any of its Subsidiaries shall be an Affiliate of Service Provider or any of its Affiliates, and neither Service Provider nor any of its Affiliates shall be an Affiliate of Company or any of its Subsidiaries.
Agreed Rate means the United States prime rate as published in the Money Rates section of The Wall
Street Journal, plus 300 basis points.
Agreement is defined in the preamble.
Asset Taxes means ad valorem, property, excise, severance, production, sales, use and similar taxes
based upon the operation or ownership of the Assets or the production of Hydrocarbons or the receipt of proceeds therefrom, but excluding, for the avoidance of doubt, (x) any income, capital gain, franchise and similar taxes and (y) any
transfer, sales, use and similar taxes incurred or imposed with respect to the transfer of any of the Assets.
Assets means (a) the Oil and Gas Leases (as defined in the BCA) and Oil and Gas Properties (as defined in the
BCA) and (b) any additional oil, gas and other Hydrocarbon assets and/or other assets and properties acquired by Company or any of its Subsidiaries.
Audit Period is defined in Section 3.5(a).
Bankruptcy means, with respect to any Person: (a) the filing by such Person of a voluntary petition seeking
liquidation, reorganization, arrangement or readjustment, in any form, of its debts under the United States Bankruptcy Code (or corresponding provisions of future Laws) or any other insolvency Law, or a Persons filing an answer consenting to
or acquiescing in any such petition; (b) the making by such Person of any assignment for the benefit of its creditors or the admission by a Person of its inability to pay its debts as they mature; or (c) the expiration of 120 days after
the filing of an involuntary petition under the United States Bankruptcy Code (or corresponding provisions of future Laws) seeking an application for the appointment of a receiver for the assets of such Person, or an involuntary petition seeking
liquidation, reorganization, arrangement or readjustment of its debts under any other insolvency Law, unless the same shall have been vacated, set aside or stayed within such 120-day period.
BCA is defined in the Recitals.
Burdens means royalties, overriding royalties, production payments, carried interests, net profits interests,
reversionary interests, back-in interests and other burdens upon, measured by or payable out of production.
24
Business Day means a day other than a Saturday,
Sunday or a day on which commercial banks in Dallas, Texas are authorized or required by applicable Law to be closed for business.
Change of Control means, (a) with respect to Service Provider, any direct or
indirect change of control of Service Provider (whether through merger, sale of shares or other equity interests, or otherwise), resulting in a direct or indirect change of least 50% or more of the combined voting power of Service Providers
then outstanding securities (or other ownership interests), through a single transaction or series of related transactions, from one or more transferors to one or more transferees; and (b) with respect to Company a Change of Control
shall be deemed to have occurred if, after the Effective Date, (i) the beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the Exchange
Act)) of securities representing more than 50% of the combined voting power of Company is acquired by any person as defined in sections 13(d) and 14(d) of the Exchange Act (other than Company, any subsidiary of Company, or
any trustee or other fiduciary holding securities under an employee benefit plan of Company), (ii) the merger or consolidation of Company with or into another corporation where the shareholders of Company, immediately prior to the consolidation or
merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate
50% or more of the combined voting power of the securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any) in substantially the same proportion as their ownership of
Company immediately prior to such merger or consolidation, or (iii) the sale or other disposition of all or substantially all of Companys assets to an entity, other than a sale or disposition by Company of all or substantially all of
Companys assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned directly or indirectly by shareholders of Company, immediately prior to the sale or disposition, in substantially the same
proportion as their ownership of Company immediately prior to such sale or disposition. Notwithstanding any provision to the contrary in this Agreement, a Change of Control shall not be deemed to have occurred if any securities of a
Person or any or all of its assets are transferred or distributed to any of its Affiliates, Subsidiaries, parents, stockholders, members or other interest holders.
Company is defined in the preamble.
Company Common Stock means the common stock of Company, par value $0.0001 per share.
Company Group means Company and its Subsidiaries.
Company Group Costs is defined in Section 3.3.
Company Indemnified Parties means Company and its Affiliates and its and their
contractors and subcontractors (other than Service Provider), and its and their employees, officers, directors, shareholders, partners, owners, members, managers, agents and representatives.
Company Records and Data means (i) all records, books, accounts,
files, and other information in any way relating to the Assets, including all such records, books, accounts and files maintained in computer-sensible form, whether on magnetic tape, disks, or other storage media, together with the computer software
and programs required to enter, delete, read, manipulate, revise, append, transfer, communicate, and/or print data therein, and including all title and contract files, legal files, well files, accounting records, billings, invoices, statements,
receipts, logs, tank tables, daily gauge and run tickets, logs, seismological sections, correspondence, interpretations, reserve reports and other reports, and other data, information, and instruments in any way relating to the Assets; and
(ii) all data and information contained in any of the records, books, accounts, files, and/or materials described above.
Confidential Information is defined in Section 6.17.
25
Contract means any written or oral: contract; agreement; agreement
regarding indebtedness; indenture; debenture; note, bond or loan; collective bargaining agreement; mortgage; license agreement; farmin or farmout agreement; participation, exploration or development agreement; crude oil, condensate or gas purchase
and sale, gathering, processing, transportation or marketing agreement; operating agreement; balancing agreement; unitization agreement; facilities or equipment lease; production handling agreement; or other similar contract, but in each case
specifically excluding, however, any Lease, right-of-way, permit or other instrument (other than acquisition or similar sales or purchase agreements) creating,
evidencing or assigning any interest in any Asset that constitutes real property or any other property related to or used or held for use in connection with the ownership or operation of any Asset.
Designated Employees means the employees of Service Provider who provide Services to the Company Group and includes
any replacements of any Designated Employees made in accordance with Section.
Disclosing Party is defined in
Section 6.17.
Early Termination means any termination of this Agreement (a) by
Company pursuant to Section 4.2(a) or 4.2(b)(i) (x) prior to the end of the Initial Term or (y) if terminated during a Renewal Term, if less than ninety (90) days written notice is given by Company or
(b) by Service Provider pursuant to Section 4.2(e).
Effective Date is defined in
the preamble.
Excluded Services is defined in Section 2.2(c).
Force Majeure Event means any event not reasonably within the control of the Party claiming the force majeure,
including the following to the extent such events are not reasonably within the control of the Party claiming the force majeure: a failure of performance by any Third Party, act of God, act of the public enemy, war, blockage, public riot, act of
terrorism, act of nature, explosion, politically motivated or otherwise widespread strikes, suspensions, interruptions, work slow-downs or labor disruptions, governmental action (including changes in Laws or policies with the effect of Law or, in
each case, the enforcement thereof), governmental delay or restraint (including with respect to the issuance of permits) and epidemics or pandemics (and the government response to such epidemics or pandemics).
GAAP means United States generally accepted accounting principles.
Governmental Authority means any federal, state, local, municipal, tribal or other government; any
governmental, regulatory or administrative agency, commission, body or other authority exercising or entitled to exercise any administrative, executive, judicial, legislative, regulatory or taxing authority or power; and any court or governmental
tribunal, including any tribal authority having or asserting jurisdiction.
GR Fund IV is defined in the
preamble.
Hydrocarbons means oil, gas, condensate and other gaseous and liquid hydrocarbons or any combination
thereof.
Independent Director means a member of Companys board of directors who is
independent in accordance with the rules of the applicable National Securities Exchange and otherwise disinterested with respect to the specific matter and has no direct or indirect material relationship with Service Provider and its
Affiliates, including that would interfere with the exercise of independent judgment by such director, as determined by the Independent Directors.
Initial Term is defined in Section 4.1.
26
Investment Committees means (i) with respect to Company, the
individuals designated below Companys name on Exhibit E attached hereto, as the same may be updated by Company in its sole discretion, and (ii) with respect to GR Fund IV, the individuals designated below GR Fund IVs
name on Exhibit E attached hereto, as the same may be updated by GR Fund IV in its sole discretion.
Investment Opportunity means any potential direct or indirect acquisition of, or investment in, any operated or non-operated oil, gas or other Hydrocarbon assets in North America (including any oil and gas leases or interests and mineral fee interests, royalty interests, overriding royalty interests, net profits interests,
wells, or any other interests in Hydrocarbons, or options to acquire the same (whether through option agreements, farmout agreements, participation agreement, purchase agreements or other agreements) in, under, covering or that may be produced and
saved from, lands located in North America), but expressly excluding any gathering systems or other midstream or downstream assets.
Key Person Event means not less than two (2) of the Key Persons is no longer devoting the primary portion of
their business time to Service Provider or any of its Affiliates, which, for purposes of this definition, shall expressly include, without limitation, GR Fund IV, any Subsequent GR Funds and any other private funds or other investment vehicles
(whether or not any such private funds or investment vehicles has as its investment objective the acquisition of oil and gas assets) to which Service Provider or any of its Affiliates provides management or administrative services.
Key Persons means such persons identified on Schedule A.
Laws means any applicable constitution, decree, resolution, law, statute, act, ordinance, rule, directive, order,
treaty, code or regulation and any injunction or final non-appealable judgment or any interpretation of the foregoing, as enacted, issued or promulgated by any Governmental Authority.
Leases means all oil and gas and/or other Hydrocarbon leases, subleases and other leases, fee mineral interests,
royalty interests, overriding royalty interests, net profits interests, carried interests, reversionary interests, or other similar interests owned by the Company Group, together with any and all other right, title and interest of the Company Group
in and to the leasehold estates and other interests created thereby, and all other rights therein and the lands covered thereby or pooled or unitized therewith, subject to the terms, conditions, covenants and obligations set forth in such leases or
interests, and all other interests of the Company Group of any kind or character in such leases (including, for the avoidance of doubt the Oil and Gas Leases as defined in the BCA).
Liabilities means any and all (a) claims, including those for property damage, pollution (including response
costs, remediation costs, environmental damage and damages to natural resources), bodily injury, personal injury, illness, disease, maintenance, cure, loss of parental or spousal consortium, wrongful death, loss of support, death, and wrongful
termination of employment, and (b) damages, liabilities, losses, demands, liens, encumbrances, fines, penalties, causes of action of any kind (including actions in rem or in personam), obligations, costs, judgments, interest and awards
(including payment of attorneys fees and costs of litigation and investigation costs) and amounts, of any kind or character, (in each case) whether arising in connection with judicial proceedings, administrative proceedings or otherwise.
Malfeasance means: insofar and only insofar as any of the following either (1) has resulted in or would
reasonably be expected to result in material damage or harm to Company as a direct result thereof, or (2) would prevent or materially hinder Service Providers ability to perform the Services under this Agreement: (i) with respect to
Service Provider, any act or omission by it or its Affiliates or its or their officers, directors, partners, members, managers, employees or personnel that constitutes actual fraud (not constructive or negligent fraud), willful misconduct, or gross
negligence and (ii) with respect to any Designated Employee, (A) commission by such Designated Employee of theft, embezzlement, or any other act of material dishonesty relating to the Company Group, (B) the criminal indictment or
conviction of any Designated Employee of, or if a Designated
27
Employee pleads guilty or nolo contendere to, or commits, a felony or any lesser crime having as its predicate element actual fraud or misappropriation relating to the Company Group, or
(C) except to the extent such receipt, handling or disbursement of Company Groups funds has been approved or consented to by Company, Company Group, or Companys chief executive officer or chief financial officer, the failure to take
a reasonable and high degree of care and security in connection with exercising or supervising, on behalf of Service Provider, Service Providers responsibilities under this Agreement relating to receipt, handling or disbursement of Company
Groups funds.
Material Acquisition means an acquisition (whether direct or indirect) of Assets by any
member of the Company Group of the type that would require disclosure by Company under Item 2.01 of Form 8-K.
National Securities Exchange means any national securities exchange or nationally recognized automated quotation
system on which the shares of the Company Common Stock are listed, traded, exchanged or quoted.
Party and
Parties are defined in the preamble.
Person means any individual, firm, corporation,
partnership, limited liability company, joint venture, association, trust, unincorporated organization, Governmental Authority or any other entity.
Privileged Materials is defined in Section 2.14.
Proprietary Information means any patent, copyright and other intellectual property rights in the methodologies,
processes, models, strategic plans and other information about the disclosing Partys business, industry, products and services, practices, plans, specifications, operation methods, pricing, costs, techniques, manuals, know-how and other intellectual property, in written, oral or other tangible form, provided by one Party to another Party or its Representative.
Quarterly Services Fee is defined in Section 3.1.
Quarterly Statement is defined in Section 3.2(a).
Receiving Party is defined in Section 6.17.
Reimbursable Costs is defined in Section 3.1.
Remainder Offer is defined in Section 3.8(b)(i).
Remaining Services Fee means the amount of any unpaid Service Fees applicable to the remainder of the Term (which,
for the avoidance of doubt, will include the following Renewal Term in the event of an Early Termination under subpart (a)(x) of such definition) as of the date of the termination of this Agreement, calculated as the product obtained by multiplying
the amount calculated in subpart (i) below by the amount calculated in subpart (ii) below:
(i) the quotient obtained by
dividing (A) $10,000,000, by (B) 365,
multiplied by
(ii) the number of calendar days between (and counting) (A) the Termination Effective Date and (B) to (and counting) April 30,
2028 (or if applicable, the later date that is the last day of the applicable Renewal Term).
28
As examples, (A) if the Termination Effective Date relating to an Early Termination is
December 16, 2026, then the Remaining Services Fee would be $13,753,424.70 (i.e., $10,000,000/365, or $27,397.26 multiplied by 502 calendar days), and the amount to be paid by Company under Section 4.5 would be $6,876,712.33; and
(B) if the Termination Effective Date relating to an Early Termination Fee is December 16, 2025, then the Remaining Services Fee would be $23,753,424.62 (i.e., $10,000,000/365, or $27,397.26 multiplied by 867 calendar days), and the amount
to be paid by Company under Section 4.5 would be $10,000,000.
Renewal Term is defined in
Section 4.1.
Representatives is defined in Section 6.17.
SEC means the United States Securities and Exchange Commission.
Sellers is defined in the Recitals.
Service Provider is defined in the preamble.
Service Provider Indemnified Parties means Service Provider and its
Affiliates and its and their contractors and subcontractors, and its and their employees, officers, directors, shareholders, partners, owners, members, managers, agents and representatives.
Service Provider Standards is defined in Section 2.11(a).
Services is defined in Section 2.2(a).
Services Fee is defined in Section 3.1.
Shared Investment Allocation Percentages means, (i) with respect to Company, seventy-five percent (75%), and
(ii) with respect to GR Fund IV, twenty-five percent (25%).
Shared Investment Election Notice is defined
in Section 3.8(b)(i).
Shared Investment Notice is defined in
Section 3.8(b)(i).
Shared Investment Opportunity means an Investment Opportunity that
is sourced by Service Provider, Company, or any of their respective Affiliates or that GR Fund IV or any Subsequent GR Fund otherwise desires to participate in.
Shared Investment Period is defined in Section 3.8(d).
Subsequent GR Fund is defined in Section 3.8(g).
Subsidiary means, with respect to any Person, (a) a corporation of which more than 50% of the voting power of
shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned, directly or indirectly, at the date of determination, by such Person, by one or more
Subsidiaries of such Person or a combination thereof, (b) a partnership (whether general or limited) in which such Person or a Subsidiary of such Person is, at the date of determination, a general or limited partner of such partnership, but
only if more than 50% of the partnership interests of such partnership (considering all of the partnership interests of the partnership as a single class) is owned, directly or indirectly, at the date of determination, by such Person, by one or more
Subsidiaries of such Person, or a combination thereof, or (c) any other Person (other than a corporation or a partnership) in which such Person, one or more Subsidiaries of such Person, or a combination thereof, directly or indirectly, at the
date of determination, has (i) at least a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body of such Person (without regard to the occurrence of any
contingency).
29
Technology Threshold means $267,000.
Term is defined in Section 4.1.
Termination Effective Date means the date on which this Agreement terminates in
accordance with Section 4.1 or Section 4.2.
Termination
Notice is defined in Section 4.2(a).
Third Party
means a Person other than Service Provider and its Affiliates and any Person in the Company Group.
Transition
Services Period is defined in Section 4.4.
30
Exhibit A
SERVICES
Services shall include general management, administrative and operating services and include, collectively, the
Management Services and the Assets Services. At all times, Service Providers provision of the Services will be subject to the terms of this Agreement.
The Management Services include, but are not limited to, the following:
1. General. Service Provider will (a) execute and carry out any lawful decisions or courses of action with respect to the Services
that have been approved by Company in writing, (b) maintain Company Records and Data for accounting, tax, regulatory, SEC reporting, compliance reporting requirements under any Contract, and for such other matters as are generally necessary for
the conduct of the business of Company as owner of the Assets, (c) assist and support Company in general planning, investment and budgeting activities, and (d) coordinate and manage Companys applicable reporting requirements for
regulatory, tax, environmental or local compliance purposes.
2. Overhead Services. Service Provider will provide all general and
administrative overhead services required for Company to conduct its business and operations including with respect to owning and maintaining the Assets, participating as a non-operating working interest owner
in operations and as an overriding royalty interest owner with respect to the Assets as applicable.
3. Management. Service
Provider will provide services in respect of the general management of the business of the Company Group, including, (a) services necessary to satisfy Companys contractual obligations and obligations under applicable Law,
(b) assisting Company and the Chief Financial Officer of Company with managing and overseeing the services of third party service providers including third party accounting and engineering firms, and (c) services necessary to
(i) administer, perform and comply with all covenants contained in the Leases and Contracts relating to the Assets, and (ii) enforce or cause Company to enforce (or assist or cause Company to assist in enforcing) Companys rights
against counterparties under any applicable Leases or Contracts, including enforcing any such rights in respect of a breach of representations, warranties and/or obligations, in each case, as may be appropriate in the reasonable discretion of
Service Provider in connection with the performance of the Services and under the applicable Leases and Contracts or as reasonably directed by Company, and administer, perform and comply with any and all other acts and responsibilities delegated to
Service Provider under this Agreement, in each case in accordance with the Service Provider Standards.
4. Tax, Financial and
Accounting Services. Service Provider will, under the supervision of the Chief Executive Officer and Chief Financial Officer of Company, (a) administer the tax, financial, treasury, risk management (including commodity hedging), internal
audit and accounting affairs of Company (including performing processing, administration of joint interest billings and lease operating expenditures, record keeping, administration of accounts and other routine service functions) and maintenance of
appropriate computer services to perform such functions; (b) maintain the tax, financial and accounting records of Company; (c) supervise and oversee financial and tax reporting (including preparation and distribution of financial
statements, notices and reports (including reports to Governmental Authorities and Contract counterparties)) relating to the business of the Company Group and the Assets; (d) prepare all reports reasonably requested by the executive officers of
Company for the board of directors of Company; (e) assisting Company with communications, on Companys behalf, with the holders of any of Companys equity or debt securities as required to satisfy the reporting and other requirements
of any Governmental Authorities or trading markets and to maintain effective relations with such holders; and (f) perform such other tax, financial and accounting services for Company as Company may reasonably request.
5. Maintenance of Company Records and Data. Service Provider shall maintain on behalf of the Company Group all Company Records and
Data. All Company Records and Data maintained in electronic form shall be logically separate from all electronic records and data of Service Provider and its Affiliates.
31
6. Third Party Services. Service Provider will (a) engage and manage outside
legal, accounting and tax services for Company including, at Companys expense, engaging professionals to provide the Company Group with legal, accounting or tax counseling or recordkeeping services in relation to the business of the Company
Group, and at Companys expense and subject to Section 2.2(c) of this Agreement, initiating, maintaining, investigating, participating, defending, and settling any claims, actions or proceedings to which any member of
the Company Group is a party or which involve the business of the Company Group; (b) engage and manage engineering, operations and other technical consulting services as are required in connection with the business of the Company Group;
(c) provide (or cause to be provided) information technology services that are necessary for the Company Group to perform and otherwise complete its business activities, including services for (i) management and maintenance of computer
networks and databases, technology systems, phone networks and plans, (ii) the development and implementation of plans and standards relating to information technology and procurement, (iii) the development and implementation of security
policies and systems for the computer databases and technology systems of the Company Group, and (iv) the procurement and acquisition of any other information technology services requested by Company; and (d) engage, manage and oversee
contract landmen, brokers and title attorneys to evaluate, determine, and if necessary, clear title to lands associated with the wells and acreage comprising the Assets.
7. Acquisition, Financing and Business Development Activities. Service Provider will support and undertake certain acquisition,
financing, hedging and marketing and business development activities on behalf of the Company Group, including (a) with the approval of Company, pursuing, structuring, negotiating, and acquiring investments in additional Assets;
(b) assisting Company in developing criteria for financing that is specifically tailored to Companys investment objectives; (c) advising Company with respect to obtaining appropriate financing for Companys investments;
(d) attending and participating in oil and gas conferences, expos, seminars and other A&D-focused activities, in each case, such activities to be similar in scope with those provided by Service
Provider prior to the Effective Date.
8. Sale Preparation; Marketing Efforts. At Companys request, Service Provider will
take such actions to prepare (and arrange for) all or any portion of the Assets to be sold or otherwise disposed of and otherwise manage and administer the sale or divestiture of any Asset(s), in each case as required or permitted under the Leases
and applicable Contracts.
9. Contract Administration. Negotiate, administer and terminate Leases and Contracts, by and on behalf
of Company, in the ordinary course of business. All such Leases and Contracts will be executed by Company or another member of the Company Group.
The Asset Services include, but are not limited to, the following:
1. Land Services. Service Provider shall provide all necessary land related, lease, division order and land administration services
with respect to the Assets owned by the Company Group in the normal course of business, including the following (in each case, in the normal course of business):
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(a) |
review, analyze, respond to and perform all tasks related to the analysis of, and election to participate in,
any well workover, recompletion, well-stimulation re-frac, or similar operations on the Assets; |
|
(b) |
administer, maintain and update all land records, Contracts and databases related to the Assets;
|
|
(c) |
administer, maintain and update all Leases, operating agreements, and other Contracts related to the Assets;
|
|
(d) |
administer, maintain and update all accounts, reports, databases and records associated with compulsory pooled
interests related to the Assets; |
|
(e) |
verify and process all material internal and external division orders and transfer orders;
|
|
(f) |
interface with operators and other non-operators who jointly own the
Assets; |
32
|
(g) |
maintain all material land, Contract, division of interest, Lease files, and other files relating to the land
administration functions; and |
|
(h) |
pay and discharge, on behalf of Company Group and as a Company Group Cost, any member of Company Groups
share of all expenses incurred under operating agreements, arrange for the timely and proper payment of Asset Taxes to any Governmental Authorities, make timely payment to royalty owners and third party working interest owners, and pay and
discharge, on behalf of Company Group and as a Company Group Cost, all other liabilities related to the Assets. |
2.
Information. Service Provider will maintain the following data and reports received by Service Provider or any member of the Company Group from the applicable operator with respect to the Assets:
|
(a) |
copies of all well logs and surveys furnished by the operator(s) of the Assets (to the extent provided to the
Company Group or to the extent newly drilled); |
|
(b) |
regular drilling, workover or similar operations reports furnished by the operator(s) of the Assets;
|
|
(c) |
copies of all plugging and abandonment reports; |
|
(d) |
files and well performance reports, including reservoir studies and reserve estimates; and
|
|
(e) |
Lease documents, Contracts, title instruments and title files. |
3. Maintenance of Asset Records. Service Provider shall maintain, separately and in accordance with GAAP, on behalf of the Company
Group, as Company Records and Data, complete and accurate books of account and financial records reflecting the results of operations of the Company Group relating to the Assets, including (i) complete and accurate accounts and records of all
Company Group Costs and all other expenses, costs, and liabilities accrued or incurred by or on behalf of Company, including all Asset Taxes and Burdens paid on Hydrocarbons in connection with the Assets, and (ii) complete and accurate accounts
and records of all revenues accrued, invoiced, and/or received by Company in connection with the Assets. Service Provider shall, at the request of the Company Group, carry out or cause to be carried out an annual Asset-level audit of such books and
records and shall assist Company and its representatives in connection with the preparation by Company of the Company Group audited financial statements.
33
Exhibit 99.1
FOR IMMEDIATE RELEASE
Grey Rock Investment Partners and Executive Network Partnering Corporation Announce
Business Combination to Form Publicly Traded Granite Ridge Resources
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Formation of Granite Ridge creates a scaled, non-operated oil and gas
exploration and production company with an unlevered balance sheet and immediate free cash flow generation |
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Assets include a diversified portfolio of production and top-tier
acreage across the Permian and other prolific US basins in partnership with proven operators |
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Pro forma enterprise value of Granite Ridge estimated at approximately $1.3 billion
underpinned by an expected initial 3.5%4.6% regular dividend yield, depending on redemptions, and an attractive entry valuation multiple for investors |
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Estimated 2022 net production of 20.5 thousand barrels of oil equivalent per day
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2022 estimated EBITDA of approximately $425
million1 and strong free cash flow of more than $240 million2 |
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Fortress balance sheet with net leverage expected to be below 0.0x at the end of second quarter
2022 |
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Management team, sponsor economics and governance are highly aligned with public stockholders
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Scaled platform poised to consolidate the fragmented non-operated
market |
DALLAS and BOSTON May 16, 2022 Grey Rock Investment Partners (Grey Rock), a
Dallas-based investment firm, and Executive Network Partnering Corporation (ENPC) (NYSE: ENPC), a special purpose acquisition entity, announced today that they have entered into a definitive agreement to complete a $1.3 billion
business combination resulting in the formation of publicly traded Granite Ridge Resources, Inc. (Granite Ridge). Subject to approval by the ENPC stockholders and customary regulatory requirements, Granite Ridge intends to be listed on
the NYSE under the ticker symbol GRNT upon closing, which is expected to occur later this year. Granite Ridge will be led by chief executive officer Luke Brandenberg and chief financial officer Tyler Farquharson.
1
Leadership Perspectives
We see a tremendous market opportunity driven by the ever-increasing global demand for traditional energy commodities, said Griffin Perry, Co-Founder of Grey Rock. In creating Granite Ridge, we have the unique opportunity to build a new company anchored by a premiere, scaled, non-operated oil and gas
platform diversified across five of the most prolific basins in the United States. Matt Miller, Co-Founder of Grey Rock added, We are excited to partner with ENPC to enter the public markets and
deliver on our commitment to create healthy, risk-adjusted returns in underserved areas of the oil and gas market, while creating long-term value for Granite Ridges stockholders.
This transaction with Grey Rock reflects our philosophy and commitment to matching accomplished, proven executives and great assets, with the proper
capital structure to maximize results and value creation, said Paul Ryan, Chairman of ENPC and former Speaker of the U.S. House of Representatives. As hydrocarbons continue to play an important role in the global energy mix, we are
confident that Granite Ridge, led by a world-class team with deep operational, technical, and financial expertise, is a compelling opportunity for investors looking to participate in the energy space.
I look forward to leading Granite Ridge as we enter the public market and seize the opportunities presented by todays energy environment,
said Luke Brandenberg, future Granite Ridge chief executive officer. As demonstrated by consistent success across multiple hydrocarbon price cycles and a fortress balance sheet, Grey Rock is unique among its peer group. Our team at
Granite Ridge will maintain Grey Rocks strategic, adaptable approach as we focus on non-operated working interest and joint ventures, partner with experienced operators in the most prolific basins,
leverage real-time data and analytics, and build a diversified asset base that generates attractive returns and substantial value for our partners.
Transaction Details
In connection with this transaction,
Grey Rock will contribute oil and gas assets currently held in its Fund I, Fund II, and Fund III portfolios to Granite Ridge in exchange for equity. Grey Rock will not receive any cash proceeds as part of this transaction and will roll all of its
equity into the pro forma company. Assuming no redemptions paid from ENPC cash in trust, gross proceeds of approximately $414 million held in the trust account will be transferred to Granite Ridge in connection with the transaction for growth
capital purposes, including future acquisitions.
Members of the Grey Rock team will continue to help manage the assets post-transaction through a
long-term services agreement, providing technical, legal, commercial, acquisition and divestment, and back-office support. The seasoned team brings significant oil and gas experience across multiple basins, having generated strong returns through
various cycles.
Granite Ridge and Grey Rock have agreed that during the term of the services agreement, Granite Ridge and any additional oil and gas-focused funds managed by Grey Rock shall have the opportunity to jointly participate in investment opportunities for upstream oil and gas assets, with 75% of any future transactions allocated to Granite Ridge
and 25% of any future transactions allocated to oil and gas funds managed by Grey Rock.
The transaction was unanimously approved by the board of ENPC and
remains subject to the approval of ENPC stockholders and the satisfaction or waiver of other customary conditions. Upon closing, Granite Ridge will maintain a seven-person board, which will include three independent directors as well as a committee
dedicated to strong ESG (environment, social and governance) practices.
Please see the investor presentation for more detail.
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Advisors
Evercore is acting as exclusive financial and capital markets advisor to Grey Rock and Stephens Inc. is acting as financial advisor to ENPC.
Holland & Knight LLP is acting as legal counsel to Grey Rock and Kirkland & Ellis LLP is acting as legal counsel to ENPC.
Presentation Information
https://www.enpc.co/news/presentations
About Grey Rock
Investment Partners
Grey Rock Investment Partners is a Dallas-based private equity firm with more than $525 million of committed capital under
management and interests in more than 2,500 wells in core areas of the Midland, Delaware, Bakken, Eagle Ford, DJ, and Haynesville plays. With a focus on lower and mid-market
non-operated working interests, Grey Rock builds positions with low breakeven costs to provide investors with attractive risk-adjusted returns. Grey Rock was founded and is led by three managing directors:
Matt Miller, Griffin Perry and Kirk Lazarine. For more information, visit www.grey-rock.com
About Executive Network Partnering Corporation
Executive Network Partnering Corporation (NYSE: ENPC) was formed as a partnership among Paul Ryan, as Chairman, who served as the 54th Speaker of the
U.S. House of Representatives and currently serves as a Partner at Solamere Capital; Alex Dunn, as CEO, who has served in various senior operating roles at several businesses where he helped grow shareholder value, most recently as President of
Vivint SmartHome (NYSE: VVNT); and Solamere Capital, a private equity firm anchored by its network of leading business executives, including former chief executive officers of S&P 500 companies. ENPC was established for the purpose of
identifying a company to partner with in order to effectuate a merger, share exchange, asset acquisition, share purchase, reorganization or similar partnering transaction with one or more businesses. For more information, visit
https://www.enpc.co/
Forward-Looking Statements
This news release includes certain statements that may constitute forward-looking statements for purposes of the federal securities laws.
Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words anticipate,
believe, continue, could, estimate, expect, intends, may, might, plan, possible, potential, predict,
project, should, would and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include,
for example, statements about Grey Rocks, ENPCs and Granite Ridges ability to effectuate the proposed business combination discussed in this news release; the benefits of the proposed business combination; the future financial
performance of Granite Ridge following the transactions; changes in Grey Rocks or Granite Ridges strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of
management. These forward-looking statements are based on information available as of the date of this news release, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly,
forward-looking statements should not be relied upon as representing Grey Rocks, ENPCs or Granite Ridges views as of any subsequent date, and none of Grey Rock, ENPC or Granite Ridge undertakes any obligation to update
forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. You should not place undue
reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, Grey Rocks and Granite Ridges actual results or performance may be materially different from those expressed or implied
by these forward-looking statements. Some factors that could cause actual results to differ include: (i) the timing to complete the proposed business combination; (ii) the occurrence of any event, change or other circumstances that could
give rise to the termination of the definitive agreements relating to the proposed business
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combination; (iii) the outcome of any legal proceedings that may be instituted against ENPC, Grey Rock, Granite Ridge or others following announcement of the proposed business combination;
(iv) the inability to complete the proposed business combination due to the failure to obtain the approval of ENPC stockholders; (v) Granite Ridges success in retaining or recruiting, or changes required in, its officers, key
employees or directors following the proposed business combination; (vi) Granite Ridges ability to obtain the listing of its common stock and warrants on NYSE following the proposed business combination; (vii) the risk that the
proposed business combination disrupts current plans and operations of Grey Rock as a result of the announcement and consummation of the proposed business combination; (viii) the ability to recognize the anticipated benefits of the proposed
business combination; (ix) unexpected costs related to the proposed business combination; (x) the amount of any redemptions by public stockholders of ENPC being greater than expected; (xi) the management and board composition of
Granite Ridge following the proposed business combination; (xii) limited liquidity and trading of Granite Ridges securities; (xiii) the use of proceeds not held in ENPCs trust account or available from interest income on the
trust account balance; (xiv) geopolitical risk and changes in applicable laws or regulations; (xv) the possibility that Grey Rock, ENPC or Granite Ridge may be adversely affected by other economic, business, and/or competitive factors;
(xvi) operational risk; (xvii) the possibility that the COVID-19 pandemic, or another major disease, disrupts Grey Rocks business; (xviii) litigation and regulatory enforcement risks,
including the diversion of management time and attention and the additional costs and demands on Grey Rocks resources; and (xix) the risks that the consummation of the proposed business combination is substantially delayed or does not
occur.
No Offer or Solicitation
This communication
relates to a proposed business combination between Grey Rock and ENPC. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Important Information for Investors and Stockholders and Where to Find It
In connection with the proposed business combination between Grey Rock and ENPC, Granite Ridge and ENPC intend to file a registration statement on Form S-4 (as may be amended from time to time, the Registration Statement) that includes a preliminary proxy statement/prospectus of ENPC and a preliminary prospectus of Granite Ridge, and after the
Registration Statement is declared effective, ENPC will mail a definitive proxy statement/prospectus relating to the proposed business combination to ENPCs stockholders. The Registration Statement, including the proxy statement/prospectus
contained therein, when declared effective by the Securities and Exchange Commission (SEC), will contain important information about the proposed business combination and the other matters to be voted upon at a meeting of
ENPCs stockholders to be held to approve the proposed business combination (and related matters). This communication does not contain all the information that should be considered concerning the proposed business combination and other matters
and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. ENPC and Granite Ridge may also file other documents with the SEC regarding the proposed business combination. ENPC
stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the
proposed business combination, as these materials will contain important information about ENPC, Granite Ridge, Grey Rock and the proposed business combination.
When available, the definitive proxy statement/prospectus and other relevant materials for the proposed business combination will be mailed to ENPC
stockholders as of a record date to be established for voting on the proposed business combination. Stockholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other
documents filed or that will be filed with the SEC, free of charge, by ENPC and Granite Ridge through the website maintained by the SEC at www.sec.gov, or by directing a request to ENPC, 137 Newbury Street, 17th
Floor, Boston, Massachusetts 02116.
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Participants in the Solicitation
ENPC, Granite Ridge, Grey Rock and their respective directors, officers and related persons may be deemed participants in the solicitation of proxies of ENPC
stockholders in connection with the proposed business combination. ENPC stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of ENPC, and a description of their
interests in ENPC is contained in ENPCs final prospectus related to its initial public offering, dated September 15, 2020 and in ENPCs subsequent filings with the SEC. Information regarding the persons who may,
under SEC rules, be deemed participants in the solicitation of proxies to ENPC stockholders in connection with the proposed business combination and other matters to be voted upon at the ENPC shareholder meeting will be set forth in the
Registration Statement for the proposed business combination when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed business combination will be included in the
Registration Statement that Granite Ridge and ENPC intend to file with the SEC. You may obtain free copies of these documents as described in the preceding paragraph.
Contacts:
Investor Contact: Emmie
Watts ew@enpc.co 801.400.3077
Media Contact: Emmie Watts ew@enpc.co 801.400.3077
1. Based on NYMEX strip pricing as of 5/11/22
2. Free cash flow
(FCF) defined as operating cash flow less net capex and based on NYMEX strip pricing as of 5/11/22
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Granite Ridge Resources Investor
Presentation | MAY 2022 Exhibit 99.2
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Disclaimer FORWARD-LOOKING STATEMENTS
The information in this presentation and the oral statements made in connection therewith include “forward-looking statement” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”),
and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this presentation, regarding certain funds managed by Grey Rock Energy Management, LLC (“Grey
Rock”), Executive Network Partnering Corporation (“ENPC”) (either as currently organized or as it may be reorganized into Granite Ridge Resources, Inc. (“Granite Ridge”) in connection with the transactions contemplated
in this presentation), ENPC’s proposed business combination with Grey Rock, Grey Rock’s or ENPC’s ability to consummate the transaction, the benefits of the transaction and Granite Ridge’s, Grey Rock’s or ENPC’s
future financial performance following the business combination as well as strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward-looking
statements. When used in this presentation, including any oral statements made in connection therewith, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,”
“intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements
contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events.
Except as otherwise required by applicable law, Grey Rock disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this
presentation. Grey Rock cautions you that these forward-looking statements are subject to all the risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Grey Rock, incident to the development,
production, gathering and sale of oil and natural gas. These risks include but are not limited to, commodity price volatility, low prices for oil and/or natural gas, global economic and geopolitical conditions, inflation, increased operating costs,
lack of availability of drilling and production equipment, supplies services and qualified personnel, processing volumes and pipeline throughput, and certificates related to new technologies, geographical concentration of operations, environmental
risks, weather risks, security risks, drilling and other operating risks (including those of Grey Rock’s third-party operators), regulatory changes, the uncertainty inherent in estimating oil and natural gas reserves and in projecting future
rates of production, reductions in cash flow, lack of access to capital, Grey Rock’s, ENPC’s or Granite Ridge’s ability to satisfy future cash obligations, restrictions in existing or future debt agreements, the timing of
development expenditures, managing growth and integration of acquisitions, failure to realize expected value creation from property acquisitions, the defects and limited control over non-operated properties. Should one or more of the risks or
uncertainties described in this presentation and the oral statements made in connection therewith occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking
statements. Additional information concerning these and other factors that may impact ENPC’s operations can be found in its periodic filings with the Securities and Exchange Commission (the “SEC”), including its Annual Report on
Form 10-K for the fiscal year ended December 31, 2021. ENPC’s SEC filings are available publicly on the SEC’s website at www.sec.gov. NO OFFER OR SOLICITATION This presentation does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. PARTICIPANTS IN THE SOLICITATION Grey Rock, ENPC, Granite Ridge and their
respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of ENPC in connection with the proposed business combination. Information about the directors and executive officers of
ENPC is set forth in Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 30, 2022. Additional information regarding the interests of those participants and other persons who may be deemed participants
in the transaction may be obtained by reading the proxy statement/prospectus regarding the proposed business combination when it becomes available. Free copies of this document may be obtained as described in the following paragraph.
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Disclaimer IMPORTANT INFORMATION FOR
INVESTORS AND SHAREHOLDERS In connection with the proposed business combination, Granite Ridge intends to file with the SEC a Registration Statement on Form S-4 that will include a proxy statement of ENPC, and a prospectus of Granite Ridge, which
are jointly referred to as the proxy statement/prospectus, as well as other relevant documents concerning the proposed transaction. SHAREHOLDERS OF ENPC ARE URGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC, INCLUDING THE PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED BUSINESS COMBINATION AND RELATED MATTERS. The final proxy statement/prospectus will be mailed to ENPC’s shareholders. Investors and security holders will be able to obtain the documents, and any other documents ENPC or Granite Ridge
has filed with the SEC, free of charge at the SEC’s website, www.sec.gov. In addition, documents filed with the SEC by ENPC and Granite Ridge will be available free of charge by writing ENPC at 137 Newbury Street, 7th Floor, Boston, MA 02116,
Attention: Investor Relations. RESERVE INFORMATION Reserve engineering is a process of estimating underground accumulations of hydrocarbons that cannot be measured in an exact way. The accuracy of any reserve estimate depends on the quality of
available data, the interpretation of such data, and price and cost assumptions made by reserve engineers. In addition, the results of drilling testing and production activities may justify revisions of estimates that were made previously. If
significant, such revisions could impact Grey Rock’s strategy and change the schedule of any further production and development drilling. Accordingly, reserve estimates may differ significantly from the quantities of oil and natural gas that
are ultimately recovered. Estimated Ultimate Recoveries, or “EURs,” refer to estimates of the sum of total gross remaining proved reserves per well as of a given date and cumulative production prior to such given date for developed
wells. These quantities do not necessarily constitute or represent reserves as defined by the SEC and are not intended to be representative of all anticipated future well results. This presentation contains volumes and PV-10 values of our proved
reserves and unproved reserves. The SEC strictly prohibits companies from aggregating proved, probable and possible reserves in filings with the SEC due to the different levels of certainty associated with each reserve category. The SEC also
prohibits companies from including resources that are not proved, probable or possible reserves in filings with the SEC. Investors should be cautioned that estimates of volumes and PV-10 values of resources other than proved reserves are inherently
more uncertain than comparable measures for proved reserves. Further, because estimated proved reserves and unproved resources have not been adjusted for risk due to this uncertainty of recovery, their summation may be of limited use. USE OF
PROJECTIONS This presentation contains projections for Grey Rock, including with respect to its EBITDA, net debt to EBITDA ratio, capital expenditures, free cash flow and net revenues as well as its production volumes. Grey Rock’s independent
auditors have not audited, reviewed, compiled or performed any procedures with respect to the projects for the purpose of their inclusion in this presentation, and accordingly, have not expressed an opinion or provided any other form of assurance
with respect thereto for the purpose of this presentation. These projection are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. In this presentation, certain of the above-mentioned
projected information has been repeated (in each case, with an indication that the information is subject to the qualifications presented herein).
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Disclaimer USE OF NON-GAAP FINANCIAL
MEASURES This presentation includes certain financial measures that are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These measures include (i) EBITDA, (ii) net debt, (iii) free cash flow and
(iv) PV-10. These non- GAAP financial measures are not measures of financial performance prepared or presented in accordance with GAAP and may exclude items that are significant in understanding and assessing our financial results. Therefore, these
measures should not be considered in isolation, and users of any such information should not place undue reliance thereon. The computations of EBITDA and free cash flow may not be comparable to other similarly titled measures of other companies.
EBITDA should not be considered as an alternative to, or more meaningful than, net income as determined in accordance with GAAP or as an indicator of operating performance. Certain items excluded from EBITDA are significant components in
understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are components of EBITDA. Grey Rock’s
presentation of EBITDA should not be construed as an inference that its results will be unaffected by unusual or non-recurring terms. In addition, free cash flow does not represent the residual cash flow available for discretionary expenditures.
Grey Rock believes that free cash flow is useful to investors as a measure of the ability of the business to generate cash. This presentation contains PV-10, a supplemental financial measure not presented in accordance with GAAP. PV-10 reflects the
present value of estimated future net revenues to be generated from the production of proved reserves, determined in accordance with the rules and regulations of the SEC, without giving effect to non-property related expenses, discounted at 10% per
year before income taxes. GAAP does not prescribe any corresponding measure for PV-10 as of an interim date or on any basis other than SEC prices. INDUSTRY AND MARKET DATA Although all information and opinions expressed in this presentation,
including market data and other statistical information (including estimates and projections relating to addressable markets), were obtained from sources believed to be reliable and are included in good faith, none of Grey Rock, Granite Ridge or
ENPC has independently verified the information and makes no representation or warranty, express or implied, as to its accuracy or completeness. Some data is also based on the good faith estimates of Grey Rock or ENPC, which are derived from their
review of internal sources as well as the independent sources described above. This presentation contains preliminary information only, is subject to change at any time and, is not, and should not be assumed to be, complete or to constitute all the
information necessary to adequately make an informed decision. TRADEMARKS AND TRADE NAMES Grey Rock, Granite Ridge and ENPC own or have rights to various logos, trademarks, service marks and trade names that they use in connection with the operation
of their respective businesses. This presentation also contains logos, service marks, tradenames other trademarks of third parties, which are the property of their respective owners, and is not intended to, and does not imply a relationship with
Grey Rock, Granite Ridge, or ENPC, or an endorsement or sponsorship by Grey Rock, Granite Ridge, or ENPC. Solely for convenience, we refer to our trademarks in this presentation without the ® or the ™ or symbols, but such references are
not intended to indicate that Grey Rock, Granite Ridge, or ENPC will not fully assert under applicable law our trademark rights. Other logos, service marks, trademarks and trade names referred to in this presentation, if any, are the property of
their respective owners, although for presentational convenience we may not use the ® or the ™ symbols to identify such trademarks.
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Based on NYMEX strip pricing as of
5/11/22 Free cash flow (FCF) defined as operating cash flow less net capex Depending on redemptions Key Investment Highlights Premiere non-operated oil & gas company diversified across 5 leading basins with ~$425 million1 of 2022E EBITDA Strong
2022E free cash flow2 of ~$240 million Conservative balance sheet with net leverage expected to remain below 0.0x by the end of 2Q’22 01 02 03 Attractive valuation underpinned by an expected 3.5% – 4.6% dividend yield3 and entry multiple
(3.1x EV / 2022E EBITDA) Management team and sponsor highly aligned with public shareholders Scaled platform poised to consolidate the fragmented non-operated market 04 05 06 1
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Transaction Summary ($ in millions,
except per share values) Transaction creates a scaled, publicly-traded, non-operated upstream platform with an unlevered balance sheet and immediate free cash flow generation Note: Capitalization table assumes no redemptions from SPAC investors.
Excludes impact of 10.35mm public warrants Net of transaction expenses and assumes pre transaction net cash of $26.0mm as of 5/1/22 Assumes NYMEX Strip Pricing as of 5/11/22 Does not reflect the requirement pursuant to the ENPC certificate of
incorporation and Business Combination Agreement that ENPC have net tangible assets (as defined in accordance with Rule 3a51-1(g)(1) of the Exchange Act (or any successor rule)) of at least $5,000,001 upon the redemption of Class A common stock by
holders of ENPC Class A common stock VALUATION TEV of ~$1.3 billion, which represents an attractive entry multiple of ~3.1x EV / 2022E EBITDA Dividend yield range of 3.5% – 4.6% depending on redemptions Consideration and Ownership Grey Rock to
contribute assets to ENPC and Granite Ridge in exchange for equity Grey Rock is focused on long term sustainable value creation and will not receive any secondary proceeds Primary proceeds will be used for growth capital purposes, including future
acquisitions and asset development Grey Rock will provide M&A, technical and back-office support to Granite Ridge such that public investors will benefit from Grey Rock’s oil and gas expertise going forward Granite Ridge will benefit from
Grey Rock’s extensive business development network through its option to acquire 75% of future Grey Rock transactions on a “heads-up” basis Given FCF generation, Granite Ridge will not be reliant on external sources of capital
(cash in trust or PIPE) for this transaction 2 3
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Based on NYMEX strip pricing as of
5/11/22 Depending on redemptions Includes operating expense, cash G&A, administrative fee, net interest expense and production taxes pro forma for the business combination Sustainable free cash flow generation with commitment to return capital
to shareholders 20.5 MBoed 2022E Net Production ~$425 MM1 2022E EBITDA ~$240 MM1 2022E Free Cash Flow < 0.0x1 2Q’22 Net Debt / 2022E EBITDA $11.12/Boe3 All-in LTM Cash Cost 3.5% – 4.6%2 Expected Dividend Yield Successfully Executing
Strategy RETURN OF CAPITAL Financial Strength Aggregation Best-in-Class Processes STRATEGIC PRIORITIES… Fortress balance sheet allows for a disciplined investment focus on full cycle returns Target core basins with lowest costs and partner
with experienced operators Repeatable, low-cost business model leveraging real-time data and analytics …Driven by Top Tier Assets 3
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Scaled, Diversified Asset Base with
High Quality Operators Internal reserves with 4/1/22 effective date and NYMEX strip pricing as of 5/11/22 Internal reserves 4/22 estimated production 4/1/21 to present Defined as gross AFE and DUC As of 5/6/22 Excludes shallow zone acreage High
Quality Operating Partners Eagle Ford 16% of PV-101 Current net production: 2.7 MBoed2 LTM Spuds3: 19 # of Wells in Process4: 5 Net acreage5: 6,582 PV-10: $252MM1 Haynesville 9% of PV-101 Current net production: 3.2 MBoed2 LTM Spuds3: 5 # of Wells
in Process4: 0 Net acreage5: 2,2986 PV-10: $138MM1 DJ 7% of PV-101 Current net production: 1.5 MBoed2 LTM Spuds3: 78 # of Wells in Process4: 162 Net acreage5: 1,475 PV-10: $115MM1 Bakken 10% of PV-101 Current net production: 2.6 MBoed2 LTM Spuds3:
29 # of Wells in Process4: 24 Net acreage5: 15,150 PV-10: $163MM1 Permian 58% of PV-101 Current net production: 7.0 MBoed2 LTM Spuds3: 51 # of Wells in Process4: 105 Net acreage5: 7,231 PV-10: $933MM1 4 DVN COP EOG Endeavor MRO ROCC Rosewood
SilverHill XOM OAS WLL Slawson CRK SWN EXCO CVX CIVI PDCE
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Granite Ridge’s deep bench of
attractive inventory is resilient across hydrocarbon prices High Return and Durable Inventory Across Portfolio Source: Internal reserves utilizing $80.00/Bbl WTI and $4.00/MMBtu HHUB and $60.00/Bbl WTI and $3.50/MMBtu HHUB Includes AFE and
Undeveloped inventory 1 Single Well IRRs at $80 WTI Single Well IRRs at $60 WTI 1 + + 5
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Financial Projections Note: EV /
EBITDA based on $1,320mm enterprise value Development plan based on 4/1/22 effective date Based on NYMEX strip pricing as of 5/11/22 Based on 30-day average Bloomberg consensus pricing as of 5/11/22 Assumes WTI price of $90.00/Bbl and HHUB price of
$4.50/MMBtu beyond Q1 2022 Includes Q1 2022 price of $94.45/Bbl and $4.62/MMBtu based on historical pricing Total and net debt figures (inclusive of working capital) as of 5/1/22 Projections Overview Development Plan at Strip1: Gross wells added to
Production: 286 Gross DUCs: Permian: 50 Eagle Ford: 3 Bakken: 8 DJ: 128 Gross AFEs: Permian: 48 Eagle Ford: 2 Bakken: 9 DJ: 2 Gross Undeveloped: Permian: 9 Eagle Ford: 7 Bakken: 14 DJ: 6 2022E Guidance: EBITDA at Strip Pricing: $432MM EBITDA at
$90/Bbl Flat Pricing: $364MM Daily Production: 20.5 MBoed Projected Capex: $161MM Business plan expected to generate significant free cash flow from day one and operate from a net cash position from the closing of the Business Combination Clear
visibility to 2022 operating plan with 98% of production coming from existing and in-progress wells 6
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Sustainable Return of Capital
Framework Source: Management estimates utilizing internal reserves Note: Assumes dividend beginning 4Q22 Future dividends are subject to approval by the Granite Ridge board of directors Flat $45/Bbl case assumes gas price of $2.75/MMBtu, flat
$55/Bbl case assumes gas price of $3.00/MMBtu and flat $100/Bbl case assumes gas price of $6.00/MMBtu Disciplined Business Principles Pay Base Dividend Anticipated to pay $60mm annual fixed dividend1 Maintain Strong Balance Sheet Sustain leverage
< 1.0x (net debt to LTM EBITDA), currently 0.0x Prioritize Highest Return Opportunities for FCF Ground Game Growth Opportunistic bolt-on acquisitions and joint venture development opportunities Consolidation Opportunities Value-accretive M&A
opportunities Dividend Growth Increase return of capital to shareholders Available for Additional High Return Opportunities Sensitivity Analysis: Cumulative FCF Through 2023 ($ in millions) 1 2 3 Base Dividend Ground Game Growth Excess FCF 2 2 2
Dividend Structure Provides Strong Cash Returns with Upside Growth Potential 7
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Unlevered 2022E Free Cash Flow Yield
at Various Prices Resilient Cash Flows Provide Strong Yields Source: Internal reserves, public filings, Bloomberg and FactSet as of 5/11/22 Note: Peer group includes CDEV, DEC-GB, ESTE, HPK, LPI, NOG, OAS / WLL, REPX, ROCC and SBOW Based on NYMEX
strip pricing as of 5/11/22 Based on 30-day average Bloomberg consensus pricing as of 5/11/22 Assumes WTI price of $90/Bbl and HHUB price of $4.50/MMBtu beyond Q1 2022 Annualized latest quarterly dividend UFCF / enterprise value; unlevered free cash
flow defined as (cash flow from operations - capex) + interest expense - (interest expense * effective tax rate capped at 21%); adjusted for announced transactions Dividend yield depending on redemptions; future dividends are subject to approval by
the Granite Ridge board of directors Committed Current Base + Variable Dividend Framework4 1 2 3 5 1,6 8 Base Dividend Yield Variable Dividend Yield Dividend Yield Range Dependent on Redemptions
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Attractive Entry Point Valuation
Relative to Peers Source: Public filings, FactSet as of 5/11/22 and management estimates utilizing NYMEX strip pricing as of 5/11/22 Note: Peer group includes CDEV, DEC-GB, ESTE, HPK, LPI, NOG, OAS / WLL, REPX, ROCC and SBOW; adjusted for announced
transactions Includes lease operating expense including workovers, GP&T, cash G&A, administrative fee, net interest expense and ad valorem and production taxes Represents the 1Q ’21 to 1Q ’22 period for CDEV, ESTE, LPI, NOG, OAS
/ WLL, REPX, ROCC and SBOW and FY 2021 for DEC-GB, Grey Rock and HPK Does not include costs associated with running the public entity Granite Ridge Net Debt excludes cash from SPAC UFCF / enterprise value; unlevered free cash flow defined as (cash
flow from operations - capex) + interest expense - (interest expense * effective tax rate capped at 21%) Assumes $1.32Bn Granite Ridge Enterprise Value 2022E UFCF Yield5 6 9 EV / 2022E EBITDA 6 Net Debt / 2022E EBITDA LTM Cost Structure1,2 ($ / Boe)
3 4 NM
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Unmatched Value in Non-Operated
Space Source: Public Filings, FactSet as of 5/11/22, Grey Rock management estimates utilizing 5/11/22 NYMEX strip pricing Represents 2021 exit production; NOG’s 1Q22 production basin split was 64% Bakken, 20% Permian and 16% Marcellus
Represents production growth from 4Q21 to 4Q22; NOG’s 4Q22 estimated production from FactSet as of 5/11/22 Current net debt / 2022E EBITDA; Grey Rock as of 5/1/22 assuming pre-SPAC net cash balance of $26mm Granite Ridge dividend yield
dependent on redemptions; future dividends are subject to approval by the Granite Ridge board of directors Based on 2022E; unlevered free cash flow defined as (cash flow from operations - capex) + interest expense - (interest expense * effective tax
rate capped at 21%); NOG estimates from FactSet as of 5/11 Based on LTM and includes operating expense, cash G&A, administrative fee, interest expense and production taxes; Represents 4Q21 for Grey Rock and 1Q22 for NOG Granite Ridge compares
favorably to primary public non-op peer Production Basin Split1 Projected Production Growth2 62% 19% Net Leverage3 < 0.0x 1.1x Current Dividend Yield4 3.5% – 4.6% 2.9% EV / ’22E EBITDA 3.1x 3.4x UFCF Yield5 19% 18% Cost Structure6
$11.12 / Boe $16.52 / Boe 10 NOG
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Strong Fundamentals at an Attractive
Entry Point Source: Company filings, FactSet as of 5/11/22 Note: US independents include APA, AR, BRY, CDEV, CHK, CIVI, CLR, CNX, COP, CPE, CRC, CRGY, CRK, CTRA, DEC-GB, DEN, DVN, EOG, EQT, ESTE, FANG, GPOR, HES, HPK, KOS, LPI, MGY, MRO, MTDR, MUR,
NOG, OAS / WLL, OVV, OXY, PDCE, PXD, REPX, ROCC, RRC, SBOW, SM, SWN, TALO, WLL, and WTI. Median and count figures do not include Granite Ridge. 2022E leverage defined as current net debt / 2022E EBITDA. FCF defined as CFFO less capital expenditures
Includes current base and variable dividend Based on NYMEX strip pricing as of 5/11/22 45 3.6X 3.1x 28 3.6X 3.1x 24 3.5X 3.1x 9 4.1X 3.1x US Independents < 1.0x 2022E Leverage $10.00 FCF ($ / Boe) > 3.0% Dividend Yield1 Number of companies
Median EV / ‘22E EBITDA Granite Ridge Implied EV / ’22E EBITDA2 11 NOG
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Public Investors Will Continue to
Benefit from Grey Rock’s Oil and Gas Expertise Going Forward Management Services Agreement (“MSA”) governed by terms through April 30, 2028, with a fixed annual fee Corporate / Back-Office Support Legal Land Accounting / Finance
Engineering Business Development Services Deal Sourcing Basin / Operator / Scale Screens Detailed Engineering / Finance Due Diligence Final Negotiations Corporate Strategy Capital Allocation Financial Structure Management Team Chief Executive
Officer Chief Financial Officer Responsibility / Corporate Function Entity 12
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Shareholder-Aligned Management Team
and Board Luke Brandenberg CEO Co-Chairman Co-Chairman Director Director Independent Director Independent Director Independent Director Technical P P Financial P P P P P P P Energy P P P P P P P Industry Diversity P P P P P P P Emily Fuquay Head of
Legal Eric Holley Head of Accounting / Finance Adam Griffin Head of Land / Business Development EXPERIENCE Ryan Riggelson Head of Engineering Matt Miller Michele Everard Griffin Perry Thad Darden Kirk Lazarine Amanda Coussens John McCartney Seasoned
leadership and MSA team of 19 that has generated strong returns through cycles Brings significant oil & gas experience across various basins in the lower 48, operations supported through Grey Rock MSA Executive compensation structured to align
with shareholder interests MANAGEMENT TEAM Senior MSA Employees Tyler Farquharson CFO BOARD OF DIRECTORS Board contributes extensive and diverse experience spanning several decades Dedicated ESG, Conflicts, Compensation and Audit committees, 3
independent directors Note: Represents management team and Board of Granite Ridge that will be in place at closing 13 Grey Rock Grey Rock Grey Rock Grey Rock
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Deal Funnel Rigorous Deal Sourcing
Process To Find Compelling “Ground Game” Transactions 2021 – 2022 YTD | Mixed Measures Granite Ridge will benefit from sharing deals with Grey Rock’s private equity platform Final Negotiations Detailed Engineering / Finance
DD Initial Screen On Basin, Size, Operator Deal Sourcing Business Development 02 03 04 05 01 Employ a boots-on-the-ground and all-hands-on -deck approach to deal sourcing Average of ~7 deals reviewed on a weekly basis Very selective: closed ~5% of
transactions reviewed Permian accounts for ~65% of deal flow Engineering, finance and land department collaboration paired with powerful, integrated data analytics results in holistic, systematic deal evaluation 14
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Organic Growth Augmented by Ground
Game By Grey Rock Fund I, II and III 2022 figure represents acquisitions of $4mm and expected drilling and completion capital expenditures of $161mm Executing on ground game acquisitions with near-term D&C opportunities Grey Rock’s
aggressive ground game consistently aggregates smaller non-op transactions Grey Rock and Granite Ridge have relationships with operators who account for greater than 60% of US horizontal activity Partnerships across basins and hydrocarbon mix
Capital Deployed ($MM)1 Operator Relationships Benefits of Non-Operated Model Select from a wide range of basins, operators and hydrocarbon mixes to optimize portfolio Highly scalable due to low-cost structure and corporate G&A 2 15
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Commitment to Strong ESG Stewardship
Source: Company filings / websites Granite Ridge demonstrates explicit board-level oversight of ESG, will maintain a formal ESG policy and plans to publicly track ESG targets over time through Annual ESG Reports Grey Rock considers operators’
ESG standards to ensure it partners with proven and responsible stewards. Majority of production attributable to blue-chip operators implementing industry-leading ESG reporting frameworks We expect our experienced operating partners to have robust
health and safety programs in place and to minimize adverse impacts on the environment and nearby communities We believe it’s important to invest in the communities where we live and work. We’ve donated to local charities supporting
causes including domestic violence victim support, early childhood education, veteran support programs, disaster relief and cancer patient support and research We ensure that our business practices fully comply with all applicable regulations by
implementing rigorous reporting, compliance and risk management policies and procedures Dedicated ESG Section of Website Explicit Board-Level Oversight of ESG Formal ESG Policy / Principles Standalone Annual ESG Report Discloses ESG-Related Targets
and Tracks Metrics Over Time Alignment with Select ESG Reporting Framework GRI, SASB, TCFD, UN, SDGs SASB SASB CDP, SASB, TCFD, UN, SDGs SASB, TCFD ENVIRONMENTAL SOCIAL GOVERNANCE 16 COP OAS PDCE DVN EOG
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Based on NYMEX strip pricing as of
5/11/22 Free cash flow (FCF) defined as operating cash flow less net capex Depending on redemptions Key Investment Highlights Premiere non-operated oil & gas company diversified across 5 leading basins with ~$425 million1 of 2022E EBITDA Strong
2022E free cash flow2 of ~$240 million Conservative balance sheet with net leverage expected to remain below 0.0x by the end of 2Q’22 01 02 03 Attractive valuation underpinned by an expected 3.5% – 4.6% dividend yield3 and entry multiple
(3.1x EV / 2022E EBITDA) Management team and sponsor highly aligned with public shareholders Scaled platform poised to consolidate the fragmented non-operated market 04 05 06 17
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APPENDIX
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Granite Ridge Reserves Internal
Reserves estimate utilizing NYMEX Strip Pricing as of 5/11/22. Oil: 2022E: $99.49/Bbl; 2023E: $88.48/Bbl; 2024E: $80.07/Bbl; 2025E: $74.21/Bbl; 2026E: $70.29/Bbl; Thereafter: $70.29/Bbl; Gas: 2022E: $6.83/Mcf; 2023E: $5.35/Mcf; 2024E: $4.23/Mcf;
2025E: $4.03/Mcf; 2026E: $4.09/Mcf; Thereafter: $4.09/Mcf Net Reserves by Hydrocarbon Net Reserves by Category PV-10 by Category ~77 MMBoe ~77 MMBoe ~$1,601 Million Interim 4/1/22 Reserves1: PV-10 by Region ~$1,601 Million Proved PV-10 by Operator
18 EOG Rosewood Henry Resources DVN EXCO
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Sources and Uses Note: Assumes no
redemptions from SPAC investors Excludes interest earned in the trust. SPAC cash amount subject to change depending on the actual interest earned Assumes sponsors retain 0.867mm promote shares at close, remaining promote shares and performance
shares to be forfeited (subject to certain exceptions) Except as required under ENPC’s governing charter’ Subject to early release if the stock trades above $12.00 post merger consummation, 20 out of 30 trading days ($ in millions,
except per share values) No Minimum Cash Condition to Close3 Grey Rock Pre-Money Equity Value of $1,300 866,875 SPAC Promote Shares Cash to be Used for Growth Capital Purposes, Including Future Acquisition Opportunities 180 Day Grey Rock Lock-Up4 No
Sponsor Lock-Up 19
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Traditional SPAC Comparison vs. ENPC
Note: Traditional SPAC represents a $414mm SPAC, similar sized SPAC as ENPC for comparison Sponsor promote under traditional SPAC calculated assuming sponsor retains 20% of outstanding shares of the SPAC on an as-converted basis Assumes sponsor
warrants purchased at $1.50 per warrant for the risk capital invested by the SPAC sponsor Sponsor warrants valued using Black-Scholes methodology assuming 5-year term, 40 vol, 0% dividend yield, 0.25% borrowing cost Risk capital calculated assuming
upfront underwriting spread of 2.0% of SPAC size plus $2 million invested for additional expenses and working capital 28 20
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Ownership Analysis Across Redemption
Levels Note: Assumes $10.00 share price at merger close. Excludes impact of 10.35 million public warrants. Values may not add to totals due to rounding. Certain SPAC Sponsor loans will be repaid at closing Does not reflect the requirement pursuant
to the ENPC certificate of incorporation and Business Combination Agreement that ENPC have net tangible assets (as defined in accordance with Rule 3a51-1(g)(1) of the Exchange Act (or any successor rule)) of at least $5,000,001 upon the redemption
of Class A common stock by holders of ENPC Class A common stock Assumes $60 million of dividends 21 1 1
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Illustrative Fully Diluted Share
Count Note: Assumes zero redemptions from SPAC shareholders. Values may not add to totals due to rounding Assumes treasury share method for SPAC public warrants 10.35 million SPAC investors warrants issued as part of the ENPC IPO with strike price
of $11.50 and redemption price of $18.00 28 Additional 371,518 shares to be released to sponsor if on the 90th calendar day post merger close, 20 trading-day trailing VWAP is less than $10.00, subject to a floor of $7.00 Aligned Interest ($ in
millions, except per share values) 22
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Summary of Hedges Note: Represents
hedges for June 2022 onward Weighted average floor / ceiling Short put price Oil Hedges Gas Hedges Overview of Oil and Gas Hedges 1 1 2 1 1 2 23
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28 Historical Financials and
Non-GAAP Reconciliation Reconciliation of Historical Quarterly Financial to EBITDA ($ in thousands) 24 Note: Represents aggregate of Grey Rock Fund I, II and III prior to pro forma adjustments for ENPC
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Corporate contacts Investor
Relations Name: Emmie Watts Email: ew@enpc.co
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