CONTRIBUTION AND DISTRIBUTION AGREEMENT

▇▇▇▇▇▇▇ Resources Operating Holdings, LLC, a Delaware limited liability company (“Midstream HoldCo”);

▇▇▇▇▇▇▇ Resources, LLC, a Delaware limited liability company (“▇▇▇▇▇▇▇ Resources”);

▇▇▇▇▇▇▇ Minerals Holdings, LLC, a Delaware limited liability company (“▇▇▇▇▇▇▇ LLC”)

▇▇▇▇▇▇▇ Equity Holdings, LLC, a Delaware limited liability company (“▇▇▇▇▇▇▇ Equity Holdings”);

▇▇▇▇▇▇▇ Resources Operating, LLC, a Texas limited liability company (“▇▇▇▇▇▇▇ Operating”);

Warburg Pincus Private Equity (E&P) XI (▇▇▇▇▇▇▇), LLC, a Delaware limited liability company (“▇▇▇▇▇▇▇ Private Equity”);

Warburg Pincus Energy (E&P) (▇▇▇▇▇▇▇), LLC, a Delaware limited liability company (the “WPE Main ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇”);

WP Energy Partners (E&P) (▇▇▇▇▇▇▇), LLC, a Delaware limited liability company (the “WPE FAF ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇”);

Warburg Pincus XI (E&P) Partners-B (▇▇▇▇▇▇▇), LLC, a Delaware limited liability company (the “WP XI Professionals ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇”);

Warburg ▇▇▇▇▇▇ Energy (E&P) Partners-B (▇▇▇▇▇▇▇), LLC, a Delaware limited liability company (the “WPE Professionals ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇”, and together with ▇▇▇▇▇▇▇ Private Equity, WPE Main ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, WPE FAF ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and WP XI Professional ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the “WP Fund and Professionals Blockers”);

Warburg Pincus Private Equity (E&P) XI-A (▇▇▇▇▇▇▇), LLC, a Delaware limited liability company (“Warburg XI-A”);

Warburg Pincus XI (E&P) Partners-A (▇▇▇▇▇▇▇), LLC, a Delaware limited liability company (“Warburg XI Partners-A”);

Warburg Pincus Energy (E&P)-A (▇▇▇▇▇▇▇), LLC, a Delaware limited liability company (“Warburg-A”);

Warburg Pincus Energy (E&P) Partners-A (▇▇▇▇▇▇▇), LLC, a Delaware limited liability company (“Warburg Partners-A”);

▇▇ ▇▇▇▇▇▇▇ Holdings, L.P., a Delaware limited partnership (“▇▇ ▇▇▇▇▇▇▇ Holdings”);

WP Energy ▇▇▇▇▇▇▇ Holdings, L.P., a Delaware limited partnership (“WP Energy ▇▇▇▇▇▇▇ Holdings”);

WP Energy Partners ▇▇▇▇▇▇▇ Holdings, L.P., a Delaware limited partnership (“WP Energy Partners ▇▇▇▇▇▇▇ Holdings”);

Yorktown Energy Partners, IX, L.P., a Delaware limited partnership (“Yorktown IX”);

Yorktown Energy Partners, X, L.P., a Delaware limited partnership (“Yorktown X”);

Yorktown Energy Partners, XI, L.P., a Delaware limited partnership (“Yorktown XI”);

YT ▇▇▇▇▇▇▇ Co Investment Partners, LP, a Delaware limited partnership (“YT ▇▇▇▇▇▇▇ Co”);

Pine Brook BXP Intermediate, L.P., a Delaware limited partnership (“Pine Brook BXP”);

Pine Brook BXP II Intermediate, L.P., a Delaware limited partnership (“Pine Brook BXP II”);

Pine Brook PB Intermediate, L.P., a Delaware limited partnership (“Pine Brook PD”);

Certain members of ▇▇▇▇▇▇▇ Equity Holdings as set forth on the signature pages hereto (in addition to those members set forth above);

Warburg Pincus Private Equity (E&P) XI (Midstream), Inc., a Delaware corporation (“Midstream Private Equity”);

Warburg Pincus Energy (E&P) (Midstream), Inc., a Delaware corporation (the “WPE Main Midstream Blocker”);

WP Energy Partners (E&P) (Midstream), Inc., a Delaware corporation (the “WPE FAF Midstream Blocker”);

Warburg Pincus XI (E&P) Partners-B (Midstream), Inc., a Delaware corporation (the “WP XI Professionals Midstream Blocker”);

Warburg Pincus Energy (E&P) Partners-B (Midstream), Inc., a Delaware corporation (the “WPE Professionals Midstream Blocker”, and together with Midstream Private Equity, WPE Main Midstream Blocker, WPE FAF Midstream Blocker and WP XI Professional Midstream Blocker, the “WP Midstream Blockers”);

▇▇▇▇▇▇▇ Parent Holdings, L.P., a Delaware limited partnership (“▇▇▇▇▇▇▇ Parent”);

▇▇▇▇▇▇▇ Minerals, Inc., a Delaware corporation (“▇▇▇▇▇▇▇ Minerals, Inc.”);

▇▇ ▇▇▇▇▇▇▇ Holdings II, L.P., a Delaware limited partnership (“WP XI Splitter”);

WP Energy ▇▇▇▇▇▇▇ Holdings II, L.P., a Delaware limited partnership (“WP Energy Splitter”);

WP Energy Partners ▇▇▇▇▇▇▇ Holdings II, L.P., a Delaware limited partnership (“WP Energy Partners Splitter”, and together with WP XI Splitter and WP Energy Splitter, the “WP Splitters”);

Warburg Pincus XI (E&P) Partners-B, L.P., a Delaware limited partnership (“WP XI Partners”); and

Warburg Pincus Energy (E&P) Partners-B, L.P., a Delaware limited partnership (“WP Energy Partners”).

Contributions and Distributions.

▇▇▇▇▇▇▇ Resources hereby contributes, assigns, transfers, conveys and delivers to Midstream HoldCo ▇▇▇▇▇▇▇ Resources’ right, title and interest in and to all of the membership interests in ▇▇▇▇▇▇▇ Operating (such membership interests being transferred, the “Transferred Operating Membership Interests”), free and clear of all Liens, other than (x) generally applicable restrictions on transfer that may be imposed by state or federal securities laws or (y) any transfer restrictions contained in the organizational documents of ▇▇▇▇▇▇▇ Operating, which, in the case of this clause (y), do not prevent or inhibit the transactions contemplated by this Agreement, in exchange for the Units (the “▇▇▇▇▇▇▇ Operating Contribution”).

Midstream HoldCo hereby accepts the contribution of the Transferred Operating Membership Interests from ▇▇▇▇▇▇▇ Resources pursuant to the ▇▇▇▇▇▇▇ Operating Contribution and agrees to be subject to all rights and obligations with respect to the Transferred Operating Membership Interests and ▇▇▇▇▇▇▇ Resources hereby accepts the Units in exchange for the Transferred Operating Membership Interests and agrees to be subject to all rights and obligations with respect to the Units.

Immediately following the ▇▇▇▇▇▇▇ Operating Contribution, ▇▇▇▇▇▇▇ Resources hereby distributes, assigns, transfers, conveys and delivers to ▇▇▇▇▇▇▇ LLC ▇▇▇▇▇▇▇ Resources’ right, title and interest in and to all of the Units (such Units, the “Transferred Midstream Units”), free and clear of all Liens, other than (x) generally applicable restrictions on transfer that may be imposed by state or federal securities laws or (y) any transfer restrictions contained in the organizational documents of Midstream HoldCo, which, in the case of this clause (y), do not prevent or inhibit the transactions contemplated by this Agreement (the “▇▇▇▇▇▇▇ Resources Midstream Distribution”).

▇▇▇▇▇▇▇ LLC hereby accepts the distribution of the Transferred Midstream Units from ▇▇▇▇▇▇▇ Resources pursuant to the ▇▇▇▇▇▇▇ Resources Midstream Distribution and agrees to be subject to all rights and obligations with respect to the Transferred Midstream Units.

Immediately following the ▇▇▇▇▇▇▇ Resources Midstream Distribution, ▇▇▇▇▇▇▇ LLC hereby distributes, assigns, transfers, conveys and delivers to ▇▇▇▇▇▇▇ Equity Holdings ▇▇▇▇▇▇▇ LLC’s right, title and interest in and to all of the Transferred Midstream Units, free and clear of all Liens, other than (x) generally applicable restrictions on transfer that may be imposed by state or federal securities laws or (y) any transfer restrictions contained in the organizational documents of Midstream HoldCo, which, in the case of this clause (y), do not prevent or inhibit the transactions contemplated by this Agreement (the “▇▇▇▇▇▇▇ LLC Midstream Distribution”).

▇▇▇▇▇▇▇ Equity Holdings hereby accepts the distribution of the Transferred Midstream Units from ▇▇▇▇▇▇▇ LLC pursuant to the ▇▇▇▇▇▇▇ LLC Midstream Distribution and agrees to be subject to all rights and obligations with respect to the Transferred Midstream Units.

▇▇▇▇▇▇▇ Equity Holdings hereby distributes, assigns, transfers, conveys and delivers to each holder of BEH Upstream Units in accordance with Schedule I and pursuant to the ▇▇▇▇▇▇▇ Equity Holdings LLC Agreement, in full satisfaction of the holders of such BEH Upstream Units’ rights to distributions pursuant to Section 6.1 and, to the extent related to distributions of Tier II Upstream Available Cash (as defined in the ▇▇▇▇▇▇▇ Equity Holdings LLC Agreement), Section 6.3 of the ▇▇▇▇▇▇▇ Equity Holdings LLC Agreement and, in the case of a holder of BEH Upstream Incentive Units, in complete redemption of such BEH Upstream Incentive Units, ▇▇▇▇▇▇▇ Equity Holdings’ right, title and interest in and to all of the Transferred Midstream Units, free and clear of all Liens, other than (x) generally applicable restrictions on transfer that may be imposed by state or federal securities laws or (y) any transfer restrictions contained in the organizational documents of Midstream HoldCo, which, in the case of this clause (y), do not prevent or inhibit the transactions contemplated by this Agreement (the “▇▇▇▇▇▇▇ Equity Holdings Midstream Distribution”).

Each holder of BEH Upstream Units hereby (w) accepts the distribution of the Transferred Midstream Units to be distributed to such holder as set forth on Schedule I from ▇▇▇▇▇▇▇ Equity Holdings pursuant to the ▇▇▇▇▇▇▇ Equity Holdings Midstream Distribution, (x) agrees to be subject to all rights and obligations with respect to the Transferred Midstream Units received by such holder pursuant to ▇▇▇▇▇▇▇ Equity Holdings Midstream Distribution, (y) acknowledges that the Transferred Midstream Units received by such member pursuant to the ▇▇▇▇▇▇▇ Equity Holdings Midstream Distribution satisfies in full such member’s rights to distributions pursuant to Section 6.1 and, to the extent related to distributions of Tier II Upstream Available Cash (as defined in the ▇▇▇▇▇▇▇ Equity Holdings LLC Agreement), Section 6.3 of the ▇▇▇▇▇▇▇ Equity Holdings LLC Agreement and (z) in the case of a holder of BEH Upstream Incentive Units, acknowledges that the Transferred Midstream Units received by such member pursuant to the ▇▇▇▇▇▇▇ Equity Holdings Midstream Distribution is in complete redemption of such BEH Upstream Incentive Units.

Immediately following the ▇▇▇▇▇▇▇ Equity Holdings Midstream Distribution, the WP Fund and Professionals Blockers hereby distribute, assign, transfer, convey and deliver to ▇▇▇▇▇▇▇ Minerals, Inc. the WP Fund and Professionals Blockers’ right, title and interest in and to all of the Transferred Midstream Units that were transferred to the WP Fund and Professionals Blockers in the ▇▇▇▇▇▇▇ Equity Holdings Midstream Distribution, free and clear of all Liens, other than (x) generally applicable restrictions on transfer that may be imposed by state or federal securities laws or (y) any transfer restrictions contained in the organizational documents of Midstream HoldCo, which, in the case of this clause (y), do not prevent or inhibit the transactions contemplated by this Agreement (the “▇▇▇▇▇▇▇ Minerals, Inc. Midstream Distribution”).

▇▇▇▇▇▇▇ Minerals, Inc. hereby accepts the distribution of the applicable Transferred Midstream Units from WP Fund and Professionals Blockers pursuant to the ▇▇▇▇▇▇▇ Minerals, Inc. Midstream Distribution and agrees to be subject to all rights and obligations with respect to such Transferred Midstream Units.

Immediately following the ▇▇▇▇▇▇▇ Minerals, Inc. Midstream Distribution, ▇▇▇▇▇▇▇ Minerals, Inc., hereby contributes, assigns, transfers, conveys and delivers to each of the WP Midstream Blockers in accordance with Schedule II ▇▇▇▇▇▇▇ Minerals, Inc.’s right, title and interest in and to the Transferred Midstream Units, free and clear of all Liens, other than (x) generally applicable restrictions on transfer that may be imposed by state or federal securities laws or (y) any transfer restrictions contained in the organizational documents of Midstream HoldCo, which, in the case of this clause (y), do not prevent or inhibit the transactions contemplated by this Agreement, in exchange for the Midstream Blocker Stock (the “Midstream Blocker Contribution”).

The WP Midstream Blockers hereby accept the contribution of the Transferred Midstream Units from ▇▇▇▇▇▇▇ Minerals, Inc. pursuant to the Midstream Blocker Contribution and agree to be subject to all rights and obligations with respect to the Transferred Midstream Units and ▇▇▇▇▇▇▇ Minerals, Inc. hereby accepts the Midstream Blocker Stock in exchange for the Transferred Midstream Units and agrees to be subject to all rights and obligations with respect to the Midstream Blocker Stock.

Immediately following the Midstream Blocker Contribution, ▇▇▇▇▇▇▇ Minerals, Inc. hereby distributes, assigns, transfers, conveys and delivers to ▇▇▇▇▇▇▇ Parent ▇▇▇▇▇▇▇ Minerals, Inc.’s right, title and interest in and to all of the Midstream Blocker Stock that was transferred to ▇▇▇▇▇▇▇ Minerals, Inc. in the Midstream Blocker Contribution, free and clear of all Liens, other than (x) generally applicable restrictions on transfer that may be imposed by state or federal securities laws or (y) any transfer restrictions contained in the organizational documents of the WP Midstream Blockers, which, in the case of this clause (y), do not prevent or inhibit the transactions contemplated by this Agreement (the “▇▇▇▇▇▇▇ Parent Midstream Distribution”).

▇▇▇▇▇▇▇ Parent hereby accepts the distribution of the Midstream Blocker Stock from ▇▇▇▇▇▇▇ Minerals, Inc. pursuant to the ▇▇▇▇▇▇▇ Parent Midstream Distribution and agrees to be subject to all rights and obligations with respect to such Midstream Blocker Stock.

Immediately following the ▇▇▇▇▇▇▇ Parent Midstream Distribution, ▇▇▇▇▇▇▇ Parent hereby distributes, assigns, transfers, conveys and delivers to each of the WP Splitters, WP XI Partners and WP Energy Partners, in accordance with Schedule III and the ▇▇▇▇▇▇▇ Parent LP Agreement, ▇▇▇▇▇▇▇ Parent’s right, title and interest in and to all of the Midstream Blocker Stock, free and clear of all Liens, other than (x) generally applicable restrictions on transfer that may be imposed by state or federal securities laws or (y) any transfer restrictions contained in the organizational documents of the WP Midstream Blockers, which, in the case of this clause (y), do not prevent or inhibit the transactions contemplated by this Agreement (the “Midstream Blocker Stock Distribution”).

Each of the WP Splitters, WP XI Partners and WP Energy Partners hereby accepts the distribution of the Midstream Blocker Stock to be distributed to it from ▇▇▇▇▇▇▇ Parent pursuant to the Midstream Blocker Stock Distribution and agrees to be subject to all rights and obligations with respect to the Midstream Blocker Stock received by it pursuant to Midstream Blocker Stock Distribution.

Tax Treatment. The Parties intend that, for applicable U.S. federal income and applicable state and local tax purposes, unless otherwise required by applicable law, (i) each of the ▇▇▇▇▇▇▇ Operating Contribution, the ▇▇▇▇▇▇▇ Resources Midstream Distribution, and the ▇▇▇▇▇▇▇ LLC Midstream Distribution is disregarded and (ii) the ▇▇▇▇▇▇▇ Equity Holdings Midstream Distribution is treated as an “assets-over” partnership division as described in Treasury Regulations Section 1.708-1(d)(3)(i)(A), in which ▇▇▇▇▇▇▇ Equity Holdings is the “divided partnership” and Midstream HoldCo is the “recipient partnership.”

LLC Agreement Amendments. Each of the undersigned, in his, her or its capacity as a member of ▇▇▇▇▇▇▇ Equity Holdings and/or Midstream HoldCo, as applicable, consents to the amendment of the ▇▇▇▇▇▇▇ Equity Holdings LLC Agreement and/or the A&R LLC Agreement, as applicable, in each case, to the extent necessary to effect the foregoing transactions, including the ▇▇▇▇▇▇▇ Equity Holdings Midstream Distributions and redemptions of BEH Upstream Incentive Units and each of the transfers of the Transferred Midstream Units, and the ▇▇▇▇▇▇▇ Equity Holdings LLC Agreement and/or the A&R LLC Agreement, as applicable, is by this Agreement automatically amended to such extent without any further action required on the part of, in the case of ▇▇▇▇▇▇▇ Equity Holdings, any member of ▇▇▇▇▇▇▇ Equity Holdings or the Board of Directors of ▇▇▇▇▇▇▇ Equity Holdings (such approval having been previously given by virtue of the approval of this Agreement) or, in the case of Midstream HoldCo, any member of Midstream HoldCo or the Board of Directors of Midstream HoldCo.

Certain Defined Terms.

“BEH Upstream Units” means the following classes of Units of ▇▇▇▇▇▇▇ Equity Holdings (each as defined in the ▇▇▇▇▇▇▇ Equity Holdings LLC Agreement): (i) Series A Units, (ii) Series U-1 Units, (iii) Series U-2 Units, (iv) Series U-3 Units, (v) Series U-4 Units, (vi) Series A-Z Units, (vii) Series Z-1 Units, (viii) Series Z-2 Units, (ix) Series Z-3 Units and (x) Series Z-4 Units.

“BEH Upstream Incentive Units” means the following classes of Units of ▇▇▇▇▇▇▇ Equity Holdings (each as defined in the ▇▇▇▇▇▇▇ Equity Holdings LLC agreement): (i) Series U-1 Units, (ii) Series U-2 Units, (iii) Series U-3 Units and (iv) Series U-4 Units.

“Lien” means any lien, pledge, condemnation award, claim, restriction, charge, preferential purchase right, security interest, mortgage or encumbrance of any nature whatsoever, including as a statutory landlord lien.

For the avoidance of doubt, terms defined in the singular have the corresponding meanings in the plural and vice versa.

General Provisions.

Binding Effect. This Agreement will be binding upon, and will inure to the benefit of, the Parties and their respective successors, permitted assigns and legal representatives.

Applicable Law; Consent to Jurisdiction.

This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware without regard to principles of conflict of laws.

The Parties hereby irrevocably submit to the exclusive jurisdiction of the Delaware Chancery Courts located in Wilmington, Delaware, or, if such court shall not have jurisdiction, any federal court of the United States or other Delaware state court located in Wilmington, Delaware, and appropriate appellate courts therefrom, over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby (except as otherwise expressly provided in any other agreement), and each party hereby irrevocably agrees that all claims in respect of such dispute may be heard and determined in such courts. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby brought in such courts or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. This consent to jurisdiction is being given solely for purposes of this Agreement and is not intended to, and shall not, confer consent to jurisdiction with respect to any other dispute in which a Party may become involved.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.

Amendment or Modification. This Agreement may not be amended, modified or supplemented except by an instrument in writing signed by all of the Parties.

Further Assurances. From time to time after the date hereof, and without any further consideration, the Parties agree to, and to cause their affiliates to, execute and deliver such additional instruments and documents, and do all such other acts and things, all in accordance with applicable laws, as may be reasonably necessary to give effect to the transaction contemplated by this Agreement.

Severability. If any provision of this Agreement or the application thereof to any person or circumstances is for any reason and to any extent invalid or unenforceable, the remainder of this Agreement and the application of such provision to the other persons or circumstances will not be affected thereby, but rather are to be enforced to the greatest extent permitted by law.

Entire Agreement. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements, expressions of interest and undertakings, both written and oral, among the Parties or between any of them, with respect to the subject matter hereof and thereof.

Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all Parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument. Execution and delivery of this Agreement by exchange of facsimile or other electronically transmitted counterparts bearing the signature of a Party shall be equally as effective as delivery of a manually executed counterpart by such Party.

Name Change. Within 15 days of the Effective Date, ▇▇▇▇▇▇▇ Minerals, Inc. will change the name of each member of the WP Fund & Professionals Blockers such that “Warburg Pincus” and any deviation or derivative thereof, including, but not limited to “Warburg Pincus” and “WP”, will no longer be included in any such member’s name.