Common use of Designees Clause in Contracts

Designees. (a) The Company and the Stockholders shall take all Necessary Action to cause the Board to consist of nine members and to cause one of such members to consist of the nominee designated by the Stockholders hereunder (the “Stockholder Director”); provided, that the Nominating and Governance Committee of the Board (the “Nominating and Governance Committee”) may choose not to nominate a Stockholder Director if it determines such person is not a suitable candidate for membership on the Board or if the election of such candidate to the Board would result in the Board failing to comply with any rule or regulation of the Commission or any national securities exchange on which the Company’s Common Stock is listed or admitted to trading, and if the Nominating and Governance Committee so chooses not to nominate a Stockholder Director, then the Stockholders may designate a replacement director nominee until a Stockholder Director that is a suitable candidate, as determined by the Nominating and Governance Committee, is nominated. The Nominating and Governance Committee shall take all Necessary Action to ensure that the Stockholders are able to designate a member to the Board pursuant to this Section 2.1(a). The designation rights in this Section 2.1(a) shall be separate and in addition to any rights to designate, appoint or elect a member of the Board pursuant to the Certificate of Designation (the “Certificate of Designation”) for the Company’s Special Voting Preferred Stock (the “Preferred Stock”). A nominee shall not be eligible to serve as a Stockholder Director if such nominee is prohibited from serving as a director pursuant to any applicable law (including, without limitation, the Securities and Exchange Act of 1934, as amended, and the ▇▇▇▇▇▇▇ Antitrust Act of 1914, as amended) or rule or regulation of the Commission or any national securities exchange on which the Company’s Common Stock is listed or admitted to trading (the “Qualification Requirement”). For the avoidance of doubt, the number of Stockholder Directors serving on the Board at any given time shall never exceed one. (b) Subject to the other provisions of this Section 2.1, the Stockholder Director designated by the Stockholders and elected as a member of the Board shall serve as the Stockholder Director until the expiration of his or her term of office, and in such case the Stockholders may designate a successor Stockholder Director in accordance with Section 2.1(a) hereof upon prompt written notice to the Company; provided, that the Stockholders must provide the Company with a reasonable opportunity for the Board and the Nominating and Governance Committee thereof to determine compliance with the provisions of Section 2.1(a) hereof. (c) In the event that the Stockholder Director fails to satisfy the Qualification Requirement, the Stockholders agree promptly upon (and in any event within five Business Days following) receipt of a written request from the Company (a “Resignation Notice”), to cause the Stockholder Director who at any given time is disqualified from serving on the Board pursuant to this Section 2.1(c), to resign from the Board and any applicable committee thereof effective immediately or to cause such Stockholder Director to be removed from the Board in accordance with Section 2.1(d). (d) In the event of the resignation, death or removal (for cause or otherwise) of any Stockholder Director from the Board, the Stockholders shall have the right for the ensuing 90 days, or such longer period as agreed to by the Board, subject to the other provisions of this Section 2.1, to designate a successor Stockholder Director to the Board to fill the resulting vacancy on the Board (and any applicable committee thereof). In the event that the Stockholders fail to designate a director to fill the resulting vacancy on the Board in accordance with the time periods set forth in the preceding sentence, the Board, upon recommendation from the Nominating and Governance Committee, shall have the right to retain the resulting vacancy on the Board or designate an individual recommended by the Nominating and Governance Committee to fill such vacancy, in each case until the Stockholders designate a successor Stockholder Director to the Board to fill the resulting vacancy on the Board (and any applicable committee thereof). In the event that such vacancy has been filled by the Board, the Company shall take Necessary Action to cause the individual designated by the Board to fill the resulting vacancy to resign from the Board, and the Stockholders shall have the right to designate a successor Stockholder Director to fill the vacancy resulting from such resignation in accordance with the first sentence of this Section 2.1(d).

Designees. (a) The Company So long as the Monarch Entities and their Affiliates collectively Beneficially Own: (i) Common Stock representing 60% or more of the Stockholders Monarch Entities’ Post-IPO Shares, the Monarch Entities shall take all Necessary Action have the right to cause nominate two individuals for election to the Board; (ii) Common Stock representing 20% or more (but less than 60%) of the Monarch Entities’ Post-IPO Shares, the Monarch Entities shall have the right to nominate one individual for election to the Board; and (iii) Common Stock representing 20% or more of the Monarch Entities’ Post-IPO Shares, the Board to consist of nine members and to cause one of such members to consist shall include on each committee of the nominee Board one such elected member of the Board nominated by the Monarch Entities as designated by the Stockholders hereunder Monarch Entities to serve on such committee (subject to any independence requirement imposed by law or by the “Stockholder Director”); provided, that the Nominating and Governance Committee rules of the Board (the “Nominating and Governance Committee”) may choose not to nominate a Stockholder Director if it determines such person is not a suitable candidate for membership on the Board or if the election of such candidate to the Board would result in the Board failing to comply with any rule or regulation of the Commission or any national securities exchange on which the Company’s Common Stock is may be listed or admitted to trading, and if traded). (b) In the Nominating and Governance Committee so chooses not to nominate a Stockholder Director, then event that any designee of the Stockholders may designate a replacement director nominee until a Stockholder Director that is a suitable candidate, as determined by the Nominating and Governance Committee, is nominated. The Nominating and Governance Committee shall take all Necessary Action to ensure that the Stockholders are able to designate a member to the Board pursuant to Monarch Entities under this Section 2.1(a). The designation rights in this Section 2.1(a) 2.1 shall be separate and in addition for any reason cease to any rights to designate, appoint or elect serve as a member of the Board pursuant to during his term of office (such former Board member, a “Former Director”), the Certificate resulting vacancy on the Board and on any committee of Designation the Board shall be filled by an individual designated by the Monarch Entities (the a “Certificate of DesignationReplacement Director”) for so long as the Company’s Special Voting Preferred Stock (Monarch Entities have the “Preferred Stock”). A nominee shall not be eligible right to serve as a Stockholder Director if nominate such nominee is prohibited from serving as a director pursuant to this Section 2.1. (c) The Company hereby agrees, subject to Section 2.1(a), to (i) include each of the director nominees to which the Monarch Entities are entitled on each slate of nominees for election to the Board proposed by the Company and/or the Board (or any applicable law committee thereof) and (ii) recommend the election of the director nominees to which the Monarch Entities are entitled to the stockholders of the Company. Without limiting the foregoing, the Company shall, as promptly as reasonably practicable, use commercially reasonably efforts to take all necessary and desirable actions within its control (including, without limitation, the Securities and Exchange Act of 1934, as amended, and the ▇▇▇▇▇▇▇ Antitrust Act of 1914, as amended) or rule or regulation calling special meetings of the Commission or any national securities exchange on which Board and/or the Company’s Common Stock is listed or admitted to trading (the “Qualification Requirement”). For the avoidance of doubt, the number of Stockholder Directors serving on the Board at any given time shall never exceed one. (bstockholders) Subject to the other provisions of this Section 2.1, the Stockholder Director designated by the Stockholders and elected as a member of the Board shall serve as the Stockholder Director until the expiration of his or her term of office, and in such case the Stockholders may designate a successor Stockholder Director in accordance with Section 2.1(a) hereof upon prompt written notice to the Company; provided, that the Stockholders must provide the Company with a reasonable opportunity for the Board and the Nominating and Governance Committee thereof to determine compliance with the provisions of Section 2.1(a) hereof. (c) In the event that the Stockholder Director fails to satisfy the Qualification Requirement, the Stockholders agree promptly upon (and in any event within five Business Days following) receipt of a written request from the Company (a “Resignation Notice”), to cause the Stockholder Director who at any given time is disqualified from serving on election, removal and replacement of the Board designees of the Monarch Entities pursuant to this Section 2.1(c), to resign from the Board and any applicable committee thereof effective immediately or to cause such Stockholder Director to be removed from the Board in accordance with Section 2.1(d)2.1. (d) In the event of the resignation, death or removal (for cause or otherwise) of any Stockholder Director from the Board, the Stockholders shall have the right for the ensuing 90 days, or such longer period as agreed to by the Board, subject to the other provisions of this Section 2.1, to designate a successor Stockholder Director to the Board to fill the resulting vacancy on the Board (and any applicable committee thereof). In the event that the Stockholders fail to designate a director to fill the resulting vacancy on the Board in accordance with the time periods set forth in the preceding sentence, the Board, upon recommendation from the Nominating and Governance Committee, shall have the right to retain the resulting vacancy on the Board or designate an individual recommended by the Nominating and Governance Committee to fill such vacancy, in each case until the Stockholders designate a successor Stockholder Director to the Board to fill the resulting vacancy on the Board (and any applicable committee thereof). In the event that such vacancy has been filled by the Board, the Company shall take Necessary Action to cause the individual designated by the Board to fill the resulting vacancy to resign from the Board, and the Stockholders shall have the right to designate a successor Stockholder Director to fill the vacancy resulting from such resignation in accordance with the first sentence of this Section 2.1(d).

Designees. (a) The Company and the Principal Stockholders shall take all Necessary Action to cause the Board to consist of nine include members as follows: (i) If the Principal Stockholders and to cause one of such members to consist their respective Affiliates collectively Beneficially Own at least 50% of the outstanding shares of Common Stock, up to three nominees designated by WildHorse Holdings and up to three nominees designated by Esquisto Holdings (each, an “Appointing Principal Stockholder” and collectively, the “Appointing Principal Stockholders”); (ii) If the Principal Stockholders and their respective Affiliates collectively Beneficially Own less than 50% but at least 35% of the outstanding shares of Common Stock, two nominees designated by WildHorse Holdings and two nominees designated by Esquisto Holdings; (iii) If the Principal Stockholders and their respective Affiliates collectively Beneficially Own less than 35% but at least 15% of the outstanding shares of Common Stock, one nominee designated by WildHorse Holdings, one nominee designated by Esquisto Holdings and one nominee designated by a mutual agreement between the Appointing Principal Stockholders; and (iv) If the Principal Stockholders hereunder (the “Stockholder Director”); provided, that the Nominating and Governance Committee their respective Affiliates collectively Beneficially Own less than 15% but at least 5% of the Board (outstanding shares of Common Stock, one nominee designated by WildHorse Holdings and one designated by Esquisto Holdings. If the “Nominating Principal Stockholders and Governance Committee”) may choose not to nominate a Stockholder Director if it determines such person is not a suitable candidate for membership on the Board or if the election of such candidate to the Board would result in the Board failing to comply with any rule or regulation their respective Affiliates collectively Beneficially Own less than 5% of the Commission or any national securities exchange on which outstanding shares of Common Stock, the Company’s Common Stock is listed or admitted to trading, and if the Nominating and Governance Committee so chooses Appointing Principal Stockholders shall not to nominate a Stockholder Director, then the Stockholders may designate a replacement director nominee until a Stockholder Director that is a suitable candidate, as determined by the Nominating and Governance Committee, is nominated. The Nominating and Governance Committee shall take all Necessary Action to ensure that the Stockholders are able be entitled to designate a member to the Board pursuant to this Section 2.1(a). The designation rights in this Section 2.1(a) shall be separate and in addition to any rights to designate, appoint or elect a member of the Board pursuant to the Certificate of Designation (the “Certificate of Designation”) for the Company’s Special Voting Preferred Stock (the “Preferred Stock”). A nominee shall not be eligible to serve as a Stockholder Director if such nominee is prohibited from serving as a director pursuant to any applicable law (including, without limitation, the Securities and Exchange Act of 1934, as amended, and the ▇▇▇▇▇▇▇ Antitrust Act of 1914, as amended) or rule or regulation of the Commission or any national securities exchange on which the Company’s Common Stock is listed or admitted to trading (the “Qualification Requirement”)nominee. For the avoidance of doubt, the number rights granted to the Appointing Principal Stockholders to designate members of Stockholder Directors serving on the Board are additive to, and not intended to limit in any way, the rights that the Principal Stockholders or any of their respective Affiliates may have to nominate, elect or remove directors under the Company’s certificate of incorporation, bylaws or the Delaware General Corporation Law. The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), that taking all necessary corporate action to effectuate the above shall include (A) including the persons designated pursuant to this Section 2.1(a) in the slate of nominees recommended by the Board for election at any given time shall never exceed onemeeting of stockholders called for the purpose of electing directors, (B) nominating and recommending each such individual to be elected as a director as provided herein, and (C) soliciting proxies or consents in favor thereof. The Company is entitled to identify such individual as a WildHorse Holdings Director or Esquisto Holdings Director, as applicable, pursuant to this Agreement. (b) Subject to At any time the other provisions members of this Section 2.1the Board are allocated among separate classes of directors, (i) the Stockholder Director directors designated by the Principal Stockholders pursuant to this Section 2.1 (the “Principal Stockholder Directors”) shall be in different classes of directors to the extent practicable and elected as a member of (ii) the Board Appointing Principal Stockholders (acting by mutual agreement) shall serve as be permitted to designate the class or classes to which each Principal Stockholder Director until the expiration of his or her term of office, and in such case the Stockholders may designate a successor Stockholder Director in accordance with Section 2.1(a) hereof upon prompt written notice to the Company; provided, that the Stockholders must provide the Company with a reasonable opportunity for the Board and the Nominating and Governance Committee thereof to determine compliance with the provisions of Section 2.1(a) hereofshall be allocated. (c) In So long as the event that Principal Stockholders and their respective Affiliates collectively Beneficially Own 15% or more of the Stockholder Director fails to satisfy the Qualification Requirementoutstanding shares of Common Stock, the Appointing Principal Stockholders agree promptly upon (and in any event within five Business Days following) receipt of a written request from by mutual agreement between them will have the Company (a “Resignation Notice”), right to cause the Board to include at least one Principal Stockholder Director who at any given time is disqualified from serving on each committee of the Board pursuant as designated by the Appointing Principal Stockholders (subject to this Section 2.1(c), to resign from any independence requirement imposed by applicable law or by the Board and applicable rules of any applicable committee thereof effective immediately national securities exchange on which the Common Stock may be listed or to cause such Stockholder Director to be removed from the Board in accordance with Section 2.1(dtraded). (d) In the event of the resignation, death or removal (for cause or otherwise) of any So long as an Appointing Principal Stockholder Director from the Board, the Stockholders shall have the right for the ensuing 90 days, or such longer period as agreed to by the Board, subject to the other provisions of this Section 2.1, is entitled to designate a successor one or more nominees pursuant to Section 2.1(a), such Appointing Principal Stockholder Director to the Board to fill the resulting vacancy on the Board (and any applicable committee thereof). In the event that the Stockholders fail to designate a director to fill the resulting vacancy on the Board in accordance with the time periods set forth in the preceding sentence, the Board, upon recommendation from the Nominating and Governance Committee, shall have the right to retain remove any Principal Stockholder Director (with or without cause) appointed by such Principal Stockholder, from time to time and at any time, from the resulting vacancy on Board, exercisable upon written notice to the Board or designate an individual recommended Company, and the Company shall take all Necessary Action to cause such removal; provided that the agreement of both Appointing Principal Stockholders shall be required to remove a Principal Stockholder Director appointed by the Nominating and Governance Committee mutual agreement of the Appointing Principal Stockholders pursuant to fill such vacancy, in each case until the Stockholders designate a successor Stockholder Director to the Board to fill the resulting vacancy on the Board Section 2.1(a)(ii) (and any applicable committee thereof). e) In the event that a vacancy is created on the Board at any time by the death, disability, resignation or removal (whether by the Appointing Principal Stockholders or otherwise in accordance with the Company’s certificate of incorporation and bylaws, as either may be amended or restated from time to time) of a Principal Stockholder Director, the Appointing Principal Stockholder entitled to appoint such Principal Stockholder Director shall be entitled to designate an individual to fill the vacancy so long as the total number of persons that will serve on the Board as designees of such Appointing Principal Stockholder immediately following the filling of such vacancy has been filled will not exceed the total number of persons such Appointing Principal Stockholder is entitled to designate pursuant to Section 2.1(a) on the date of such replacement designation; provided that the consent of both Appointing Principal Stockholders shall be required to designate the individual to fill any vacancy resulting from the death, disability, resignation or removal of the Principal Stockholder Director appointed by the Board, mutual agreement of the Appointing Principal Stockholders pursuant to Section 2.1(a)(ii). The Company and the Principal Stockholders shall take all Necessary Action to cause the individual designated by the Board such replacement designee to fill the resulting vacancy to resign from become a member of the Board, and the Stockholders shall have the right to designate a successor Stockholder Director to fill the vacancy resulting from such resignation in accordance with the first sentence of this Section 2.1(d).

Designees. (a) B▇▇▇▇▇▇ Designees. (i) For so long as the Principal Stockholders and any Affiliates of the Principal Stockholders collectively Beneficially Own greater than 50% of the outstanding shares of Common Stock, the B▇▇▇▇▇▇ Representative shall have the right, but not the obligation, to determine the size of the Board and designate all members of the Board, including the right to designate such number of individuals to be included in the slate of directors to be nominated by the Board for election by the stockholders of the Company. (ii) After the Principal Stockholders and any Affiliates of the Principal Stockholders collectively no longer Beneficially Own greater than 50% of the outstanding shares of Common Stock, the B▇▇▇▇▇▇ Representative shall have the right, but not the obligation, to designate the following number of members of the Board, including the right to designate such number of individuals to be included in the slate of directors to be nominated by the Board for election by the stockholders of the Company such that, after such election, the Board will include the number of directors set forth below: (A) four (4) directors, so long as the Principal Stockholders and any Affiliates of the Principal Stockholders collectively Beneficially Own at least 35% of the outstanding shares of Common Stock; (B) three (3) directors, so long as the Principal Stockholders and any Affiliates of the Principal Stockholders collectively Beneficially Own at least 25% but no greater than 35% of the outstanding shares of Common Stock; (C) two (2) directors, so long as the Principal Stockholders and any Affiliates of the Principal Stockholders collectively Beneficially Own at least 10% but no greater than 25% of the outstanding shares of Common Stock; and (D) one (1) director, so long as the Principal Stockholders and any Affiliates of the Principal Stockholders collectively Beneficially Own at least 5% but no greater than 10% of the outstanding shares of Common Stock. If the Principal Stockholders and any Affiliates of the Principal Stockholders collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, the B▇▇▇▇▇▇ Representative shall not have any right pursuant to this Agreement to designate any individuals to the Board. (iii) Notwithstanding anything in Section 2.1(a)(ii) to the contrary, if the authorized size of the Board is increased or decreased at any time to constitute other than nine (9) directors, the number of directors that the B▇▇▇▇▇▇ Representative is entitled to designate to the Board pursuant to Section 2.1(a)(ii) shall be proportionately increased or decreased, respectively, rounded to the nearest whole number. In the event that the Company’s Certificate of Incorporation provides for a classified Board, then proper provision shall be made such that the individuals designated to the Board by the B▇▇▇▇▇▇ Representative are distributed as evenly as possible among the classes of directors. (iv) The Company agrees, to the fullest extent permitted by applicable law, to take all Necessary Action to effectuate the above, and not to take any action that would be reasonably expected to result in any of the above not becoming effectuated, including by: (A) including the persons designated pursuant to this Section 2.1 in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors; (B) nominating and recommending each such individual to be elected as a director as provided herein; (C) soliciting proxies or consents in favor thereof; (D) filling vacancies of the Board with individuals designated by the B▇▇▇▇▇▇ Representative; (E) if necessary, expanding the size of the Board and filling any resulting vacancies with individuals designated by the B▇▇▇▇▇▇ Representative; and (F) causing any director resignation or similar policy of the Company to not be applicable to the B▇▇▇▇▇▇ Directors. The Company is entitled to identify each such individual nominated pursuant to this Section 2.1(a) as a B▇▇▇▇▇▇ Director pursuant to this Agreement. In order to facilitate the Company’s performance of its obligations under this Section 2.1(a)(iv), the B▇▇▇▇▇▇ Representative agrees to provide to the Company, as reasonably requested by the Company, such information about any applicable designees of the B▇▇▇▇▇▇ Representative to ensure compliance with the Exchange Act, and other applicable securities laws and to enable the Board to make any determinations as to whether such designee is independent under the Exchange Act or other applicable securities laws or under the rules of the principal exchange on which the Common Stock is then listed. (b) In the event that the B▇▇▇▇▇▇ Representative has designated to the Board fewer than the total number of individuals it is entitled to designate pursuant to Section 2.1(a), the B▇▇▇▇▇▇ Representative shall have the right, at any time, to designate such additional individuals to which it is entitled, in which case the Company and the directors shall take all Necessary Action, to the fullest extent permitted by applicable law, to (i) enable the B▇▇▇▇▇▇ Representative to designate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board or otherwise, and (ii) designate each such additional individual nominated by the B▇▇▇▇▇▇ Representative to fill such newly-created vacancies or to fill any other existing vacancies. (c) So long as the B▇▇▇▇▇▇ Representative is entitled to designate one or more nominees pursuant to Section 2.1(a), the B▇▇▇▇▇▇ Representative shall have the right to request the removal of any B▇▇▇▇▇▇ Director (with or without cause) designated by it, from time to time and at any time, from the Board, exercisable upon written notice to the Company, and the Company and the Principal Stockholders shall, and the Principal Stockholders shall cause any of their Affiliates to, take all Necessary Action to cause such removal. (d) For so long as the B▇▇▇▇▇▇ Representative is entitled to designate any members of the Board pursuant to Section 2.1(a), the Company shall take all Necessary Action to cause the Board to consist of nine members and to cause one of such members to consist each of the nominee designated by the Stockholders hereunder (the “Stockholder Director”); providedAudit Committee, that Compensation Committee and the Nominating and Governance Committee of the Board (the “Nominating and Governance Committee”) may choose not to nominate a Stockholder Director if it determines such person is not a suitable candidate for include in its membership on the Board or if the election of such candidate to the Board would result in the Board failing to comply with any rule or regulation of the Commission or any national securities exchange on which the Company’s Common Stock is listed or admitted to trading, and if the Nominating and Governance Committee so chooses not to nominate a Stockholder Director, then the Stockholders may designate a replacement director nominee until a Stockholder Director that is a suitable candidate, as determined by the Nominating and Governance Committee, is nominated. The Nominating and Governance Committee shall take all Necessary Action to ensure that the Stockholders are able to designate a member to the Board pursuant to this Section 2.1(a). The designation rights in this Section 2.1(a) shall be separate and in addition to any rights to designate, appoint or elect a member of the Board pursuant to the Certificate of Designation (the “Certificate of Designation”) for the Company’s Special Voting Preferred Stock (the “Preferred Stock”). A nominee shall not be eligible to serve as a Stockholder Director if such nominee is prohibited from serving as a director pursuant to any applicable law (including, without limitation, the Securities and Exchange Act of 1934, as amended, and the ▇at least one B▇▇▇▇▇▇ Antitrust Act Director, except to the extent that such membership would violate applicable securities laws or stock exchange or stock market rules. (e) Nothing in this Section 2.1 shall be deemed to require that any party hereto, or any Affiliate thereof, act or be in violation of 1914any applicable provision of law, as amended) regulation, legal duty or requirement or stock exchange or stock market rule or regulation of the Commission or any national securities exchange on upon which the Company’s Common Stock is listed or admitted to trading (the “Qualification Requirement”). For the avoidance of doubt, the number of Stockholder Directors serving on the Board at any given time shall never exceed onefor trading. (b) Subject to the other provisions of this Section 2.1, the Stockholder Director designated by the Stockholders and elected as a member of the Board shall serve as the Stockholder Director until the expiration of his or her term of office, and in such case the Stockholders may designate a successor Stockholder Director in accordance with Section 2.1(a) hereof upon prompt written notice to the Company; provided, that the Stockholders must provide the Company with a reasonable opportunity for the Board and the Nominating and Governance Committee thereof to determine compliance with the provisions of Section 2.1(a) hereof. (c) In the event that the Stockholder Director fails to satisfy the Qualification Requirement, the Stockholders agree promptly upon (and in any event within five Business Days following) receipt of a written request from the Company (a “Resignation Notice”), to cause the Stockholder Director who at any given time is disqualified from serving on the Board pursuant to this Section 2.1(c), to resign from the Board and any applicable committee thereof effective immediately or to cause such Stockholder Director to be removed from the Board in accordance with Section 2.1(d). (d) In the event of the resignation, death or removal (for cause or otherwise) of any Stockholder Director from the Board, the Stockholders shall have the right for the ensuing 90 days, or such longer period as agreed to by the Board, subject to the other provisions of this Section 2.1, to designate a successor Stockholder Director to the Board to fill the resulting vacancy on the Board (and any applicable committee thereof). In the event that the Stockholders fail to designate a director to fill the resulting vacancy on the Board in accordance with the time periods set forth in the preceding sentence, the Board, upon recommendation from the Nominating and Governance Committee, shall have the right to retain the resulting vacancy on the Board or designate an individual recommended by the Nominating and Governance Committee to fill such vacancy, in each case until the Stockholders designate a successor Stockholder Director to the Board to fill the resulting vacancy on the Board (and any applicable committee thereof). In the event that such vacancy has been filled by the Board, the Company shall take Necessary Action to cause the individual designated by the Board to fill the resulting vacancy to resign from the Board, and the Stockholders shall have the right to designate a successor Stockholder Director to fill the vacancy resulting from such resignation in accordance with the first sentence of this Section 2.1(d).

Designees. (a) The Company and the Principal Stockholders shall take all Necessary Action to cause the Board to consist of nine members and to cause one of such members to consist of the nominee designated as follows: (i) Three nominees shall be designated by the Stockholders hereunder Rice Energy Holdings LLC (the “Stockholder Rice Holdco Directors”); provided, that (A) the number of nominees designated by Rice Energy Holdings LLC shall be reduced to two directors at such time as Rice Energy Holdings LLC and its Affiliates (the “Rice Holdco Entities”) collectively Beneficially Own less than 15% and greater than or equal to 5% of the outstanding shares of Common Stock, at which point one Rice Holdco Director shall tender his resignation to the Board, and (B) Rice Energy Holdings LLC shall no longer be entitled to designate a nominee at such time as the Rice Holdco Entities collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, at which point the Rice Holdco Directors shall tender their resignations to the Board. At any given time, and provided that the directors are allocated among separate classes, the Rice Holdco Directors shall be in different classes of directors; (ii) Two nominees shall be designated by NGP Rice Holdings, LLC (the “NGP Directors”); provided, that (A) the number of nominees designated by NGP Rice Holdings, LLC shall be reduced to one director at such time as NGP Rice Holdings, LLC and its Affiliates (the “NGP Entities”) collectively Beneficially Own less than 15% and greater than or equal to 5% of the outstanding shares of Common Stock at which point one NGP Holdco Director shall tender his resignation to the Board, and (B) that NGP Rice Holdings, LLC shall no longer be entitled to designate a nominee at such time as the NGP Entities collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, at which point the NGP Director shall tender his resignation to the Board; and (iii) One nominee shall be designated by Alpha Natural Resources, Inc. (the “ANR Director”); provided, that Alpha Natural Resources, Inc. shall no longer be entitled to designate a nominee at such time as Alpha Natural Resources, Inc. and its Affiliates (the Nominating “ANR Entities”) collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, at which point the ANR Director shall tender his resignation to the Board; provided, further, however, that if immediately following the consummation of the IPO, the ANR Entities collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, Alpha Natural Resources, Inc. shall nevertheless be entitled to designate one ANR Director until the earliest to occur of (x) the first anniversary of the IPO and Governance Committee (y) the date on which the ANR Entities have divested more than 75% of the Alpha Shares (as defined in the Transaction Agreement). In any event, the ANR Director must be either (i) the Chief Executive Officer of Alpha Natural Resources, Inc. at the time of the designation of such ANR Director or (ii) a member of senior management (with a title of Senior Vice President or greater) of Alpha Natural Resources, Inc. that is reasonably satisfactory to the Company. (b) So long as the Rice Holdco Entities collectively Beneficially Own 15% or more of the outstanding shares of Common Stock, the Board shall include at least one Rice Holdco Director on each committee of the Board as designated by Rice Energy Holdings LLC (subject to any independence requirement imposed by law or by the “Nominating and Governance Committee”) may choose not to nominate a Stockholder Director if it determines such person is not a suitable candidate for membership on the Board or if the election rules of such candidate to the Board would result in the Board failing to comply with any rule or regulation of the Commission or any national securities exchange on which the Company’s Common Stock is may be listed or admitted to trading, and if the Nominating and Governance Committee so chooses not to nominate traded). (c) So long as a Stockholder Director, then the Stockholders may designate a replacement director nominee until a Stockholder Director that Sponsor is a suitable candidate, as determined by the Nominating and Governance Committee, is nominated. The Nominating and Governance Committee shall take all Necessary Action to ensure that the Stockholders are able entitled to designate a member to the Board nominee pursuant to this Section 2.1(a). The designation rights in this Section 2.1(a) , the Sponsor shall be separate and in addition have the right to any rights to designate, appoint or elect a member of the Board pursuant to the Certificate of Designation (the “Certificate of Designation”) for the Company’s Special Voting Preferred Stock (the “Preferred Stock”). A nominee shall not be eligible to serve as a Stockholder Director if remove such nominee is prohibited (with or without cause), from serving as a director pursuant time to any applicable law (including, without limitation, the Securities time and Exchange Act of 1934, as amended, and the ▇▇▇▇▇▇▇ Antitrust Act of 1914, as amended) or rule or regulation of the Commission or any national securities exchange on which the Company’s Common Stock is listed or admitted to trading (the “Qualification Requirement”). For the avoidance of doubt, the number of Stockholder Directors serving on the Board at any given time shall never exceed one. (b) Subject to time, from the other provisions of this Section 2.1Board, the Stockholder Director designated by the Stockholders and elected as a member of the Board shall serve as the Stockholder Director until the expiration of his or her term of office, and in such case the Stockholders may designate a successor Stockholder Director in accordance with Section 2.1(a) hereof exercisable upon prompt written notice to the Company. Should a director designated by a Sponsor be removed for any reason, whether by such Sponsor or otherwise in accordance with the Company’s certificate of incorporation and bylaws, as either may be amended or restated from time to time, the Sponsor shall be entitled to designate an individual to fill the vacancy created by such removal so long as the Sponsor is entitled to designate a nominee pursuant to Section 2.1(a) on the date of such replacement designation; provided, that the Stockholders ANR Director must provide meet the Company with a reasonable opportunity for the Board and the Nominating and Governance Committee thereof to determine compliance with the provisions requirements of Section 2.1(a) hereof2.1(a)(iii). (cd) Each Principal Stockholder hereby agrees to vote, in respect of the Board, such Principal Stockholder’s shares of Common Stock and Equity Securities for any nominee designated by a Sponsor so long as the Sponsor is entitled to designate such nominee pursuant to Section 2.1(a). In the event that the Stockholder Director fails a Sponsor wishes to satisfy the Qualification Requirement, the Stockholders agree promptly upon (and in any event within five Business Days following) receipt of a written request from the Company (a “Resignation Notice”), remove its designee to cause the Stockholder Director who at any given time is disqualified from serving on the Board pursuant to this Section 2.1(c), to resign from the Board and any applicable committee thereof effective immediately or to cause such Stockholder Director to be removed from the Board in accordance with Section 2.1(d2.1(c), each Principal Stockholder hereby agrees to vote, in respect of the Board, its shares of Common Stock or Equity Securities for the removal of such designee from the Board. (de) In connection with the event of the resignation, death or removal (for cause or otherwise) required resignation of any Stockholder Director from the Board, the Stockholders shall have the right for the ensuing 90 days, or such longer period as agreed director appointed by a Sponsor pursuant to by the Board, subject to the other provisions of this Section 2.1, such director may tender his resignation in advance of the date on which such resignation is required pursuant to designate a successor Stockholder Director to this Section 2.1 and the Board to fill the resulting vacancy on the Board (and any applicable committee thereof). In the event that the Stockholders fail to designate a director to fill the resulting vacancy on the Board in accordance with the time periods set forth in the preceding sentence, the Board, upon recommendation from the Nominating and Governance Committee, shall have the right to retain the resulting vacancy decline to accept such resignation, in which case such director shall continue to serve on the Board or designate an individual recommended by the Nominating and Governance Committee to fill such vacancy, in each case until the Stockholders designate earlier of his subsequent resignation, death or removal. Notwithstanding the foregoing, any director appointed by a successor Stockholder Director Sponsor may elect to the Board to fill the resulting vacancy on the Board (and any applicable committee thereof). In the event that such vacancy has been filled by the Board, the Company shall take Necessary Action to cause the individual designated by the Board to fill the resulting vacancy to resign from the Board, and the Stockholders shall have the right to designate a successor Stockholder Director to fill the vacancy resulting from such his resignation in accordance with the first sentence of this Section 2.1(d)be effective immediately upon tender.

Designees. (a) The Company and the Principal Stockholders shall take all Necessary Action necessary corporate action, to cause the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to include in the slate of nominees to be recommended by the Board for election as director at each applicable annual or special meeting of stockholders at which directors are to consist of nine members be elected the following individuals: (i) if Kimmeridge and to cause one of such members to consist its Affiliates collectively Beneficially Own at least 20% of the outstanding shares of Common Stock, two nominees designated by Kimmeridge; (ii) if Kimmeridge and its Affiliates collectively Beneficially Own less than 20% but at least 10% of the outstanding shares of Common Stock, one nominee designated by Kimmeridge; (iii) if Rock Ridge and its Affiliates collectively Beneficially Own at least 10% of the outstanding shares of Common Stock, one nominee designated by Rock Ridge (the “Rock Ridge Director”); and (iv) if the Source Stockholders and their Affiliates collectively Beneficially Own at least 10% of the outstanding shares of Common Stock, one nominee designated by the Source Stockholders hereunder (the “Stockholder Source Director”); provided, that . If the Nominating applicable Principal Stockholder and Governance Committee its Affiliates collectively Beneficially Own less than the applicable percentage of the Board (the “Nominating and Governance Committee”) may choose not to nominate a Stockholder Director if it determines such person is not a suitable candidate for membership on the Board or if the election outstanding shares of such candidate to the Board would result in the Board failing to comply with any rule or regulation of the Commission or any national securities exchange on which the Company’s Common Stock is listed or admitted to trading, and if the Nominating and Governance Committee so chooses not to nominate a Stockholder Director, then the Stockholders may designate a replacement director nominee until a Stockholder Director that is a suitable candidate, as determined by the Nominating and Governance Committee, is nominated. The Nominating and Governance Committee shall take all Necessary Action to ensure that the Stockholders are able to designate a member to the Board pursuant to set forth in this Section 2.1(a). The designation rights in this Section 2.1(a) shall be separate and in addition to any rights to designate, appoint or elect a member of the Board pursuant to the Certificate of Designation (the “Certificate of Designation”) for the Company’s Special Voting Preferred Stock (the “Preferred Stock”). A nominee such Principal Stockholder shall not be eligible entitled to serve as designate a Stockholder Director if such nominee is prohibited from serving as a director pursuant to any applicable law (including, without limitation, the Securities and Exchange Act of 1934, as amended, and the ▇▇▇▇▇▇▇ Antitrust Act of 1914, as amended) or rule or regulation of the Commission or any national securities exchange on which the Company’s Common Stock is listed or admitted to trading (the “Qualification Requirement”)nominee. For the avoidance of doubt, the number rights granted to the Principal Stockholders to designate nominees are additive to, and not intended to limit in any way, the rights that the Principal Stockholders or any of Stockholder Directors serving on their respective Affiliates may have to nominate, elect or remove directors under the Company’s certificate of incorporation, bylaws or the Delaware General Corporation Law. The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), that taking all necessary corporate action to effectuate the above shall include (A) including the Persons designated pursuant to this Section 2.1(a) in the slate of nominees recommended by the Board for election at any given time shall never exceed onemeeting of stockholders called for the purpose of electing directors, (B) nominating and recommending each such individual to be elected as a director as provided herein, and (C) soliciting proxies or consents in favor thereof. The Company is entitled to identify such individual as a Kimmeridge Director (as defined below), a Rock Ridge Director or a Source Director, as applicable, pursuant to this Agreement. (b) Subject to At any time the other provisions of this Section 2.1, the Stockholder Director designated by the Stockholders and elected as a member members of the Board are allocated among separate classes of directors, (i) the directors designated by Kimmeridge (the “Kimmeridge Directors”), if there is more than one Kimmeridge Director at such time, shall serve be in different classes of directors to the extent practicable and (ii) Kimmeridge shall be permitted to designate the class or classes to which each Kimmeridge Director shall be allocated. (c) So long as a Principal Stockholder is entitled to designate one or more nominees pursuant to Section 2.1(a), such Principal Stockholder shall have the right to remove any Principal Stockholder Director until (with or without cause) appointed by such Principal Stockholder, from time to time and at any time, from the expiration of his or her term of officeBoard, and in such case the Stockholders may designate a successor Stockholder Director in accordance with Section 2.1(a) hereof exercisable upon prompt written notice to the Company; provided, that the Stockholders must provide and the Company shall take all necessary corporate action, to the fullest extent permitted by applicable law (including with a reasonable opportunity for the Board and the Nominating and Governance Committee thereof respect to determine compliance with the provisions of Section 2.1(a) hereof. (c) In the event that the Stockholder Director fails to satisfy the Qualification Requirement, the Stockholders agree promptly upon (and in any event within five Business Days following) receipt of a written request from the Company (a “Resignation Notice”applicable fiduciary duties under Delaware law), to cause the Stockholder Director who at any given time is disqualified from serving on the Board pursuant to this Section 2.1(c), to resign from the Board and any applicable committee thereof effective immediately or to cause such Stockholder Director to be removed from the Board in accordance with Section 2.1(d)removal. (d) In the event of that a vacancy is created on the resignationBoard at any time by the death, death disability, resignation or removal (for cause whether by a Principal Stockholder or otherwise) of any Stockholder Director from the Board, the Stockholders shall have the right for the ensuing 90 days, or such longer period as agreed to by the Board, subject to the other provisions of this Section 2.1, to designate a successor Stockholder Director to the Board to fill the resulting vacancy on the Board (and any applicable committee thereof). In the event that the Stockholders fail to designate a director to fill the resulting vacancy on the Board otherwise in accordance with the Company’s certificate of incorporation and bylaws, as either may be amended or restated from time periods set forth in the preceding sentenceto time) of a Principal Stockholder Director, the Board, upon recommendation from the Nominating and Governance Committee, Principal Stockholder entitled to appoint such Principal Stockholder Director shall have the right be entitled to retain the resulting vacancy on the Board or designate an individual recommended by the Nominating and Governance Committee to fill such vacancy, in each case until the Stockholders designate a successor Stockholder Director to the Board to fill the resulting vacancy on the Board (and any applicable committee thereof). In the event that such vacancy has been filled by the Board, the Company shall take Necessary Action to cause the individual designated by the Board to fill the resulting vacancy to resign from the Board, and the Stockholders shall have the right to designate a successor Stockholder Director to fill the vacancy resulting from so long as the total number of Persons that will serve on the Board as designees of such resignation in accordance Principal Stockholder immediately following the filling of such vacancy will not exceed the total number of Persons that such Principal Stockholder is entitled to designate pursuant to Section 2.1(a) on the date of such replacement designation. The Company and the Principal Stockholders shall take all necessary corporate action, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to cause such replacement designee to become a member of the first sentence of this Board. This Section 2.1(d)) shall create an obligation between the Company and such Principal Stockholder and is not intended to constitute a voting agreement between Principal Stockholders, nor is such provision intended to create a “group” under Section 13(d) of the Securities Exchange Act of 1934, as amended.

Designees. (a) The Company and the Principal Stockholders shall take all Necessary Action necessary corporate action, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to cause the Board to consist of nine include members as follows: (i) If the Principal Stockholders and to cause one of such members to consist their respective Affiliates collectively Beneficially Own at least 35% of the outstanding shares of Common Stock, three nominees designated by Centennial HoldCo; (ii) If the Principal Stockholders and their respective Affiliates collectively Beneficially Own less than 35% but at least 15% of the outstanding shares of Common Stock, two nominees designated by Centennial HoldCo; and (iii) If the Principal Stockholders and their respective Affiliates collectively Beneficially Own less than 15% but at least 5% of the outstanding shares of Common Stock, one nominee designated by Centennial HoldCo. If the Principal Stockholders hereunder (the “Stockholder Director”); provided, that the Nominating and Governance Committee their respective Affiliates collectively Beneficially Own less than 5% of the Board (the “Nominating and Governance Committee”) may choose outstanding shares of Common Stock, Centennial HoldCo shall not to nominate a Stockholder Director if it determines such person is not a suitable candidate for membership on the Board or if the election of such candidate to the Board would result in the Board failing to comply with any rule or regulation of the Commission or any national securities exchange on which the Company’s Common Stock is listed or admitted to trading, and if the Nominating and Governance Committee so chooses not to nominate a Stockholder Director, then the Stockholders may designate a replacement director nominee until a Stockholder Director that is a suitable candidate, as determined by the Nominating and Governance Committee, is nominated. The Nominating and Governance Committee shall take all Necessary Action to ensure that the Stockholders are able be entitled to designate a member to the Board pursuant to this Section 2.1(a). The designation rights in this Section 2.1(a) shall be separate and in addition to any rights to designate, appoint or elect a member of the Board pursuant to the Certificate of Designation (the “Certificate of Designation”) for the Company’s Special Voting Preferred Stock (the “Preferred Stock”). A nominee shall not be eligible to serve as a Stockholder Director if such nominee is prohibited from serving as a director pursuant to any applicable law (including, without limitation, the Securities and Exchange Act of 1934, as amended, and the ▇▇▇▇▇▇▇ Antitrust Act of 1914, as amended) or rule or regulation of the Commission or any national securities exchange on which the Company’s Common Stock is listed or admitted to trading (the “Qualification Requirement”)nominee. For the avoidance of doubt, the number rights granted to the Principal Stockholders to designate members of Stockholder Directors serving the Board are additive to, and not intended to limit in any way, the rights that the Principal Stockholders or any of their respective Affiliates may have to nominate, elect or remove directors under the Company’s certificate of incorporation, bylaws or the Delaware General Corporation Law. The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), that taking all necessary corporate action to effectuate the above shall include (A) including the persons designated pursuant to this Section 2.2(a) in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors, (B) nominating and recommending each such individual to be elected as a director as provided herein, and (C) soliciting proxies or consents in favor thereof. The Company is entitled to identify such individual as a Centennial HoldCo Director pursuant to this Agreement. (b) At any given time the members of the Board are allocated among separate classes, the directors designated by Centennial HoldCo (the “Centennial HoldCo Directors”) shall be in different classes of directors. (c) So long as the Principal Stockholders and their respective Affiliates collectively Beneficially Own 15% or more of the outstanding shares of Common Stock, Centennial HoldCo will have the right to cause the Board to include at least one Centennial HoldCo Director on each committee of the Board as designated by Centennial HoldCo (subject to any independence requirement imposed by applicable law or by the applicable rules of any national securities exchange on which the Common Stock may be listed or traded). (d) So long as Centennial HoldCo is entitled to designate one or more nominees pursuant to Section 2.2(a), Centennial HoldCo shall have the right to remove a Centennial HoldCo Director (with or without cause), from time to time and at any time, from the Board, exercisable upon written notice to the Company, and the Company shall take all necessary corporate action, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to cause such removal. (e) In the event that a vacancy is created on the Board at any given time by the death, disability, resignation or removal (whether by Centennial HoldCo or otherwise in accordance with the Company’s certificate of incorporation and bylaws, as either may be amended or restated from time to time) of a Centennial HoldCo Director, Centennial HoldCo shall never be entitled to designate an individual to fill the vacancy so long as the total number of persons that will serve on the Board as designees of Centennial HoldCo following the filling of such vacancy will not exceed one. (bthe total number of persons Centennial HoldCo is entitled to designate pursuant to Section 2.2(a) Subject on the date of such replacement designation. The Company and the Principal Stockholders shall take all necessary corporate action, to the other provisions of this Section 2.1fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), the Stockholder Director designated by the Stockholders and elected as to cause such replacement designee to become a member of the Board shall serve as the Stockholder Director until the expiration of his or her term of office, and in such case the Stockholders may designate a successor Stockholder Director in accordance with Section 2.1(a) hereof upon prompt written notice to the Company; provided, that the Stockholders must provide the Company with a reasonable opportunity for the Board and the Nominating and Governance Committee thereof to determine compliance with the provisions of Section 2.1(a) hereofBoard. (cf) In the event that the Stockholder Director fails to satisfy the Qualification Requirement, the Stockholders agree promptly upon (and in any event within five Business Days following) receipt number of a written request from the Company (a “Resignation Notice”), to cause the Stockholder Director who at any given time is disqualified from serving on members of the Board pursuant to this Section 2.1(c), to resign from the Board and any applicable committee thereof effective immediately or to cause such Stockholder Director to be removed from the Board in accordance with Section 2.1(d). (d) In the event of the resignation, death or removal (for cause or otherwise) of any Stockholder Director from the Board, the Stockholders shall have the right for the ensuing 90 days, or such longer period as agreed to by the Board, subject to the other provisions of this Section 2.1, to designate a successor Stockholder Director to the Board to fill the resulting vacancy on the Board (and any applicable committee thereof). In the event that the Stockholders fail to designate a director to fill the resulting vacancy on the Board in accordance with the time periods set forth in the preceding sentence, the Board, upon recommendation from the Nominating and Governance Committee, shall have the right to retain the resulting vacancy on the Board or designate an individual recommended by the Nominating and Governance Committee to fill such vacancy, in each case until the Stockholders designate a successor Stockholder Director to the Board to fill the resulting vacancy on the Board (and any applicable committee thereof). In the event that such vacancy Centennial HoldCo has been filled by the Board, the Company shall take Necessary Action to cause the individual designated by the Board to fill the resulting vacancy to resign from the Board, and the Stockholders shall have the right to designate a successor Stockholder pursuant to Section 2.2(a) shall be less than the current number of sitting Centennial HoldCo Directors, any such excess sitting Centennial HoldCo Director shall tender his or her resignation to fill the vacancy resulting from such resignation in accordance with the first sentence of this Section 2.1(d)Board within 90 days thereafter.

Designees. (a) The Company and the Stockholders parties hereto shall take all Necessary Action to cause the Board to consist of nine include members and to cause one of such members to consist as follows: (i) During any time that the EnCap Group Beneficially Owns at least 50% of the nominee designated by outstanding Shares, a majority the Stockholders hereunder (the “Stockholder Director”); provided, that the Nominating and Governance Committee directors of the Board shall be EnCap Directors; (ii) During any time that the “Nominating and Governance Committee”) may choose not to nominate a Stockholder Director if it determines such person is not a suitable candidate for membership on EnCap Group Beneficially Owns less than 50% but at least 35% of the outstanding Shares, four of the directors of the Board or if shall be EnCap Directors; (iii) During any time that the election EnCap Group Beneficially Owns less than 35% but at least 20% of such candidate to the outstanding Shares, three of the directors of the Board would result in shall be EnCap Directors; (iv) During any time that the EnCap Group Beneficially Owns less than 20% but at least 10% of the outstanding Shares, two of the directors of the Board failing to comply with shall be EnCap Directors; (v) During any rule or regulation time that the EnCap Group Beneficially Owns less than 10% but at least 5% of the Commission or outstanding Shares, one of the directors of the Board shall be an EnCap Director; and (vi) During any national securities exchange on which the Company’s Common Stock is listed or admitted to trading, and if the Nominating and Governance Committee so chooses not to nominate a Stockholder Director, then the Stockholders may designate a replacement director nominee until a Stockholder Director that is a suitable candidate, as determined by the Nominating and Governance Committee, is nominated. The Nominating and Governance Committee shall take all Necessary Action to ensure time that the Stockholders are able EnCap Group Beneficially Owns less than 5% of the outstanding Shares, the EnCap Funds shall not be entitled to designate a member to the Board pursuant to nominee under this Section 2.1(a). The designation rights in this Section 2.1(aAgreement. (b) shall be separate and in addition to any rights to designate, appoint or elect a member of the Board pursuant to the Certificate of Designation (the “Certificate of Designation”) for the Company’s Special Voting Preferred Stock (the “Preferred Stock”). A nominee shall not be eligible to serve as a Stockholder Director if such nominee is prohibited from serving as a director pursuant to any applicable law (including, without limitation, the Securities and Exchange Act of 1934, as amended, and the ▇▇▇▇▇▇▇ Antitrust Act of 1914, as amended) or rule or regulation of the Commission or any national securities exchange on which the Company’s Common Stock is listed or admitted to trading (the “Qualification Requirement”). For the avoidance of doubt, the number rights granted to the EnCap Funds to designate members of Stockholder Directors serving on the Board at are additive to, and not intended to limit in any given time shall never exceed one. (b) Subject to the other provisions of this Section 2.1way, the Stockholder Director designated by the Stockholders and elected as a rights that any member of the Board shall serve as the Stockholder Director until the expiration of his EnCap Group may have to nominate, elect or her term of office, and in such case the Stockholders may designate a successor Stockholder Director in accordance with Section 2.1(a) hereof upon prompt written notice to remove directors under the Company; provided, that ’s Operating Agreement or the Stockholders must provide the Delaware Limited Liability Company with a reasonable opportunity for the Board and the Nominating and Governance Committee thereof to determine compliance with the provisions of Section 2.1(a) hereofAct. (c) In The Company agrees, to the event that the Stockholder Director fails fullest extent permitted by applicable law (including with respect to satisfy the Qualification Requirement, the Stockholders agree promptly upon (and in any event within five Business Days following) receipt of a written request from the Company (a “Resignation Notice”applicable fiduciary duties under Delaware law), that taking all Necessary Action to cause effectuate the Stockholder Director who at any given time is disqualified from serving on above shall include (A) including the Board persons designated pursuant to this Section 2.1(c), to resign from 2.1 in the slate of nominees recommended by the Board for election at any meeting of shareholders called for the purpose of electing directors, (B) nominating and any applicable committee thereof effective immediately or to cause recommending each such Stockholder Director individual to be removed from the Board elected as a director as provided herein and (C) soliciting proxies or consents in accordance with Section 2.1(d)favor thereof. The Company is entitled to identify such individual(s) as an EnCap Director pursuant to this Agreement. (d) In the event that the EnCap Funds have nominated fewer than the total number of the resignation, death or removal (for cause or otherwise) of any Stockholder Director from the Boarddesignees it is entitled to nominate pursuant to Section 2.1(a), the Stockholders EnCap Funds shall have the right for right, at any time, to nominate such additional designees to which it is entitled, in which case the ensuing 90 daysCompany and the directors shall take all Necessary Action, to the fullest extent permitted by applicable law, to (x) enable the EnCap Funds to nominate and effect the election or appointment of such longer period as agreed to additional individuals, whether by increasing the size of the Board or otherwise, and (y) designate each such additional individual nominated by the BoardEnCap Funds to fill such newly-created vacancies or to fill any other existing vacancies. (e) At any time the members of the Board are allocated among separate classes of directors, subject the EnCap Directors shall be in different classes of directors to the other provisions of this Section 2.1, extent practicable and the EnCap Funds shall be permitted to designate a successor Stockholder the class or classes to which each EnCap Director to the Board to fill the resulting vacancy on the Board shall be allocated. (and any applicable committee thereof). In the event that the Stockholders fail to designate a director to fill the resulting vacancy on the Board in accordance with the time periods set forth in the preceding sentence, the Board, upon recommendation from the Nominating and Governance Committee, f) The EnCap Funds shall have the right to retain remove any EnCap Director (with or without cause), from time to time and at any time, from the resulting vacancy on the Board or designate an individual recommended by the Nominating and Governance Committee to fill such vacancyBoard, in each case until the Stockholders designate a successor Stockholder Director exercisable upon written notice to the Board Company, and the Company shall take all Necessary Action to fill cause such removal, to the resulting vacancy on extent permitted by applicable law. (g) So long as the Board (and any applicable committee thereof). In EnCap Group Beneficially Owns at least 25% of the event that such vacancy has been filled by the Boardoutstanding Shares, the Company shall take all Necessary Action to cause the individual designated by any committee of the Board to fill include in its membership at least one EnCap Director (as selected by the resulting EnCap Funds), except to the extent that such membership would violate applicable securities laws or stock exchange or stock market rules. (h) Nothing in this Section 2.1 shall be deemed to require that any party hereto, or any Affiliate thereof, act or be in violation of any applicable provision of law, regulation, legal duty or requirement or stock exchange or stock market rule of any national securities exchange upon which the Class A Shares are admitted to trading. (i) In the event that a vacancy is created on the Board at any time by the death, disability, resignation or removal (whether by the EnCap Funds or otherwise in accordance with the Company’s Operating Agreement, as may be amended or restated from time to resign from time) of an EnCap Director, the Board, and the Stockholders EnCap Funds shall have the right be entitled to designate a successor Stockholder Director an individual to fill the vacancy resulting from so long as the total number of persons that will serve on the Board as EnCap Directors immediately following the filling of such resignation in accordance with vacancy will not exceed the first sentence total number of persons that the EnCap Funds are entitled to designate pursuant to this Section 2.1(d)2.1 on the date of such replacement designation. The parties hereto shall take all Necessary Action to cause such replacement EnCap Director to become a member of the Board. (j) In the event the size of the Board is increased to more than 12 directors, the number of EnCap Directors permitted to be included on the Board pursuant to Section 2.1(a)(ii) through (v) following such increase shall be increased by one additional EnCap Director.