Common use of Offering; Use of Offering Proceeds and Post-Closing Steps Clause in Contracts

Offering; Use of Offering Proceeds and Post-Closing Steps. Following the completion of the transactions contemplated by Section 1.5, at the Initial Offering Closing and immediately thereafter the following steps will occur in the following order: (a) ▇▇▇▇▇▇▇ Inc. will distribute to ▇▇▇▇▇▇▇ Parent a number of shares of Class A Common Stock in the form of a stock dividend such that ▇▇▇▇▇▇▇ Parent shall receive a number of shares of Class A Common Stock equivalent to the number of ▇▇▇▇▇▇▇ LLC Units distributed to ▇▇▇▇▇▇▇ Inc. and its subsidiaries pursuant to Section 1.5 other than in respect of Pre-IPO Units. (b) ▇▇▇▇▇▇▇ Inc. will issue shares of its Class A Common Stock to the Underwriters in the manner and for the consideration set forth in the Underwriting Agreement. (c) ▇▇▇▇▇▇▇ Inc. will contribute all of the net proceeds received by it in the Offering and an aggregate number of shares of Class B Common Stock, par value $0.01 per share (the “Class B Common Stock”), equal to the number of ▇▇▇▇▇▇▇ LLC Units outstanding (excluding any ▇▇▇▇▇▇▇ LLC Units held by ▇▇▇▇▇▇▇ Inc. and its subsidiaries) to WPE Main ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and WPE Main ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will contribute such net proceeds and shares of Class B Common Stock to ▇▇▇▇▇▇▇ LLC. If the underwriters exercise the Underwriters’ Option, in whole or in part (whether at the Initial Offering Closing or thereafter), the amount of the net proceeds received pursuant to the exercise of the Option will also be contributed to ▇▇▇▇▇▇▇ LLC as described in the previous sentence. (d) In exchange for the contributions described in Section 1.6(c), ▇▇▇▇▇▇▇ LLC will issue to WPE Main ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ an aggregate number of ▇▇▇▇▇▇▇ LLC Units equal to the number of shares of Class A Common Stock issued to the public pursuant to the Offering. If the underwriters exercise the Underwriters’ Option, an additional amount of ▇▇▇▇▇▇▇ LLC Units equal to the number of shares of Class A Common Stock issued pursuant to the Underwriters’ Option will be issued to WPE Main ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇. (e) ▇▇▇▇▇▇▇ LLC will distribute the shares of Class B Common Stock received from WPE Main ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the transactions described in Section 1.6(c) to its members (other than ▇▇▇▇▇▇▇ Inc. and its subsidiaries) so that each such member shall receive a number of shares of Class B Common Stock equal to the number of ▇▇▇▇▇▇▇ LLC Units held by such member. (f) ▇▇▇▇▇▇▇ LLC will further contribute all or a portion of the net proceeds of the Offering received in Section 1.6(c) to ▇▇▇▇▇▇▇ Resources, which in turn will contribute such amount received from ▇▇▇▇▇▇▇ LLC to ▇▇▇▇▇▇▇ Minerals in order for ▇▇▇▇▇▇▇ Minerals to repay the outstanding borrowings under the term loan portion of its credit facility as described in the section of the Registration Statement titled “Use of Proceeds.”

Offering; Use of Offering Proceeds and Post-Closing Steps. Following the completion of the transactions contemplated by Section 1.51.4, at the Initial Offering Closing and immediately thereafter the following steps will occur in the following order: (a) ▇▇▇▇▇▇▇ Inc. will distribute to ▇▇▇▇▇▇▇ Parent a number of shares of Class A Common Stock in the form of a stock dividend such that ▇▇▇▇▇▇▇ Parent shall receive a number of shares of Class A Common Stock equivalent to the number of ▇▇▇▇▇▇▇ LLC Units distributed to ▇▇▇▇▇▇▇ Inc. and its subsidiaries pursuant to Section 1.5 other than 1.4. 1 Note to Draft: Equals the number of ▇▇▇▇▇▇▇ LLC Units set forth in respect of Pre-IPO UnitsSection 1.3. (b) ▇▇▇▇▇▇▇ Inc. will issue shares of its Class A Common Stock to the Underwriters in the manner and for the consideration set forth in the Underwriting Agreement. (c) ▇▇▇▇▇▇▇ Inc. will contribute all of the net proceeds received by it in the Offering and an aggregate number of [●] shares of Class B Common Stock, par value $0.01 per share (the “Class B Common Stock”), equal to the number of ▇▇▇▇▇▇▇ LLC Units outstanding (excluding any ▇▇▇▇▇▇▇ LLC Units held by ▇▇▇▇▇▇▇ Inc. and its subsidiaries) to WPE Main ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and WPE Main ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will contribute such net proceeds and shares of Class B Common Stock to ▇▇▇▇▇▇▇ LLC. If the underwriters exercise the Underwriters’ Option, in whole or in part (whether at the Initial Offering Closing or thereafter), the amount of the net proceeds received pursuant to the exercise of the Option will also be contributed to ▇▇▇▇▇▇▇ LLC as described in the previous sentence. (d) In exchange for the contributions described in Section 1.6(c1.5(c), ▇▇▇▇▇▇▇ LLC will issue to WPE Main ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ an aggregate number of ▇▇▇▇▇▇▇ LLC Units equal to the number of shares of Class A Common Stock issued to the public pursuant to the Offering. If the underwriters exercise the Underwriters’ Option, an additional amount of ▇▇▇▇▇▇▇ LLC Units equal to the number of shares of Class A Common Stock issued pursuant to the Underwriters’ Option will be issued to WPE Main ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇. (e) ▇▇▇▇▇▇▇ LLC will distribute the shares of Class B Common Stock received from WPE Main ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc. pursuant to the transactions described in Section 1.6(c1.5(c) to its members (other than ▇▇▇▇▇▇▇ Inc. and its subsidiaries) so that each such member shall receive a number of shares of Class B Common Stock equal to the number of ▇▇▇▇▇▇▇ LLC Units held by such member. (f) ▇▇▇▇▇▇▇ LLC will further contribute all or a portion $[●] of the net proceeds of the Offering received in Section 1.6(c1.5(c) to ▇▇▇▇▇▇▇ Resources, which in turn will contribute such amount received from ▇▇▇▇▇▇▇ LLC to ▇▇▇▇▇▇▇ Minerals in order for ▇▇▇▇▇▇▇ Minerals to repay the outstanding borrowings under the its term loan portion of its credit facility as described in the section of the Registration Statement titled “Use of Proceedsfacility.”