S-1/A

As filed with the Securities and Exchange Commission on December 1, 2022.

Registration No. 333-268279

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Bounty Minerals, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1311	88-2900183
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification Number)

777 Main Street, Suite 3400

Fort Worth, Texas 76102

(817) 332-2700

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Tracie Palmer

Chief Executive Officer and President

777 Main Street, Suite 3400

Fort Worth, Texas 76102

(817) 332-2700

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Sean T. Wheeler, P.C. Debbie P. Yee, P.C. Anne G. Peetz Kirkland & Ellis LLP 609 Main Street, Suite 4700 Houston, Texas 77002 (713) 836-3600 Douglas E. McWilliams Thomas G. Zentner III
Vinson & Elkins L.L.P.
845 Texas Avenue, Suite 4700
Houston, Texas 77002
(713) 758-2222

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☑	Smaller reporting company	☐
		Emerging growth company	☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED DECEMBER 1, 2022

            Shares

Bounty Minerals, Inc.

Class A Common Stock

This is the initial public offering of our Class A common stock. We are selling                shares of Class A common stock.

Prior to this offering, there has been no public market for our Class A common stock. The initial public offering price of the Class A common stock is expected to be between $        and $        per share. We have applied to list our Class A common stock on the New York Stock Exchange (“NYSE”) under the symbol “BNTY.”

To the extent that the underwriters sell more than                shares of Class A common stock, the underwriters have the option to purchase, exercisable within 30 days from the date of this prospectus, up to an additional                shares from us at the public offering price less underwriting discounts and commissions.

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, we have elected to take advantage of certain reduced public company reporting requirements for this prospectus and future filings. See “Risk Factors” and “Summary—Emerging Growth Company.”

We have two classes of common stock: Class A common stock and Class B common stock. Upon completion of this offering and the related reorganization, holders of shares of our Class A common stock and Class B common stock will be entitled to one vote for each share of Class A common stock and Class B common stock, respectively, held of record on all matters on which stockholders are entitled to vote generally. See “Description of Capital Stock.” Upon consummation of this offering, our Existing Owners (as defined herein), will hold 100% of the shares of Class B common stock that will entitle them to         % of the combined voting power of our common stock (or         % if the underwriters exercise their option to purchase additional shares of Class A common stock in full). This offering is being conducted through what is commonly referred to as an “Up-C” structure. The Up-C structure provides the Existing Owners with the tax advantage of continuing to own interests in a pass-through structure and provides potential future tax benefits for us and the Existing Owners when they ultimately exchange their Bounty LLC Units (as defined herein) (together with its shares of Class B common stock) for shares of Class A common stock. See “Corporate Reorganization.”

Investing in our Class A common stock involves risks. See “Risk Factors” on page 31.

	Price to Public	Underwriting Discounts and Commissions (1)	Proceeds to Issuer
Per Share	$	$	$
Total	$	$	$

(1) See “Underwriting” for additional information regarding underwriting compensation.

Delivery of the shares of Class A common stock will be made on or about                    , 2022.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

RAYMOND JAMES STIFEL

STEPHENS INC.

The date of this prospectus is                    , 2022.

TABLE OF CONTENTS

	Page
SUMMARY		1
RISK FACTORS		31
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		66
USE OF PROCEEDS		68
DIVIDEND POLICY		69
CAPITALIZATION		70
DILUTION		72
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		74
BUSINESS		93
MANAGEMENT		125
EXECUTIVE COMPENSATION		130
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		136
CORPORATE REORGANIZATION		138
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		142
DESCRIPTION OF CAPITAL STOCK		145
SHARES ELIGIBLE FOR FUTURE SALE		151
CERTAIN ERISA CONSIDERATIONS		153
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS		156
UNDERWRITING		161
LEGAL MATTERS		169
EXPERTS		169
WHERE YOU CAN FIND MORE INFORMATION		169
INDEX TO FINANCIAL STATEMENTS		F-1
ANNEX A — GLOSSARY OF OIL AND NATURAL GAS TERMS		A-1

You should rely only on the information contained in this prospectus and any free writing prospectus prepared by us or on our behalf or the information to which we have referred you. Neither we nor the underwriters have authorized anyone to provide you with information different from that contained in this prospectus and any free writing prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the underwriters are offering to sell shares of Class A common stock and seeking offers to buy shares of Class A common stock only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the Class A common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. See “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

Through and including                , 2023 (25 days after the date of this prospectus), all dealers effecting transactions in our Class A common stock, whether or not participating in this offering,

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may be required to deliver a prospectus. This requirement is in addition to the dealers’ obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

Organizational Structure

This offering is being conducted through what is commonly referred to as an “Up-C” structure. Following this offering and the reorganization transactions described in “Summary—Corporate Reorganization,” Bounty Minerals, Inc. (“Bounty Minerals”) will be a holding company whose sole material asset will consist of a                 % interest in Bounty Minerals Holdings LLC (“Bounty LLC”). Bounty LLC will continue to wholly own all of our operating assets. After the consummation of the transactions contemplated by this prospectus, Bounty Minerals will be the sole managing member of Bounty LLC and will be responsible for all operational, management and administrative decisions relating to Bounty LLC’s business. See “Summary—Corporate Reorganization” and “Corporate Reorganization” for more information on this structure.

Industry and Market Data

The market data and certain other statistical information used throughout this prospectus are based on independent industry publications, government publications and other published independent sources. These sources include reports entitled: Natural Gas Weekly Update, dated May 2022 (the “May 2022 EIA Update”), Natural Gas Weekly Update, dated March 2022 (the “March 2022 EIA Update”), the Annual Energy Outlook 2022, dated March 2022 (the “2022 AEO”), Today in Energy, dated December 2017 (the “2017 EIA Statistics”), Today in Energy, dated April 2022 (the “2022 EIA Statistics”), U.S. Liquefaction Capacity, dated June 2022 (the “EIA Liquefaction Report”), U.S. Crude Oil and Natural Gas Proved Reserves, Year-end 2020, dated January 2022 (the “EIA Reserves Report”), by the Energy Information Administration (the “EIA”), a report entitled 2022 Annual Report by the International Group of Liquified Natural Gas Importers, dated November 2021 (the “GIIGNL Annual Report”), a report entitled Climate Change Indicators, dated August 2022 (the “EPA Emissions Report”), by the Environmental Protection Agency (“EPA”), an article entitled “Appalachia Still has some growth potential with record-high capital efficiency” by Rystad Energy, dated April 2021 (the “Rystad Report”), and Encyclopedia Britannica and a report entitled S&P Commodity Insights, dated June 2022 (the “S&P IRR Report”), by S&P Global Platts Analytics. Although we believe these third-party sources are reliable as of their respective dates, neither we nor the underwriters have independently verified the accuracy or completeness of this information. Some data is also based on our good faith estimates. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in these publications.

Trademarks and Trade Names

We own or have rights to various trademarks, service marks and trade names that we use in connection with the operation of our business. This prospectus may also contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names or products in this prospectus is not intended to, and does not imply, a relationship with us or an endorsement or sponsorship by or of us. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may appear without the TM, SM or ^® symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, service marks and trade names.

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SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before investing in our Class A common stock. You should read the entire prospectus carefully, including the historical financial statements and the notes to those financial statements, before investing in our Class A common stock. The information presented in this prospectus assumes, unless otherwise indicated, (i) an initial public offering price of $             per share (the midpoint of the price range set forth on the cover of this prospectus), (ii) that the underwriters’ option to purchase additional shares of Class A common stock is not exercised and (iii) that no shares are purchased under the Directed Share Program (as defined below). You should read “Risk Factors” for information about important risks that you should consider before buying our Class A common stock.

Bounty Minerals, Inc., the issuer in this offering (together with its wholly owned subsidiaries, “Bounty Minerals”), is a holding company formed to own an interest in, and act as the sole managing member of, Bounty Minerals Holdings LLC (“Bounty LLC”). Upon the consummation of this offering, Bounty Minerals’ sole material asset will be the Bounty LLC Units (as defined below) purchased from Bounty LLC with the net proceeds from this offering. Bounty Minerals will operate and control all of the business and affairs of Bounty LLC and, through Bounty LLC and its subsidiaries, conduct our business. Accordingly, our historical financial statements are those of Bounty LLC, which we refer to herein as our “predecessor.”

Unless indicated otherwise or the context otherwise requires, references in this prospectus to the “Company,” “us,” “we” or “our” (i) for periods prior to completion of this offering, refer to the assets and operations (including reserves, production and acreage) of Bounty LLC, and (ii) for periods after completion of this offering, refer to the assets and operations (including reserves, production and acreage) of Bounty Minerals and its subsidiaries, including Bounty LLC and its subsidiaries. This prospectus includes certain terms commonly used in the oil and natural gas industry, which are defined elsewhere in this prospectus in the “Glossary of Oil and Natural Gas Terms” contained in Annex A to this prospectus.

The estimates of our proved, probable and possible reserves as of June 30, 2022 and December 31, 2021 and 2020 have been prepared by Cawley, Gillespie & Associates, Inc. (“CG&A”), our independent reserve engineers. Summaries of CG&A’s reports are included as exhibits to the registration statement of which this prospectus forms a part.

Our Company

We own, acquire and manage mineral interests in the Appalachian Basin with the objective of growing cash flow from our existing portfolio for distribution to stockholders. Our initial target area was guided by a strong technical team that identified the areas of the basin we believe have the highest potential economics, enabling us to acquire our current holdings of approximately 65,000 net mineral acres. Our focus has been on acquiring primarily non-producing minerals in developing shale plays, which has allowed us to deliver significant organic production and cash flow growth as operators have increasingly developed the core of the basin. We expect this to continue as only 17% of our existing portfolio by identified net proved, probable and possible (“3P”) locations have been developed as of June 30, 2022, which does not include the additional resource potential in our stacked pay areas. Our assets are exclusively mineral interests, which entitle us to the right to receive a share of recurring revenues from production without being

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subject to development capital requirements, operating expenses, or maintenance capital requirements. Mineral ownership results in higher cash flow margins than any other portion of the energy sector by providing exposure to commodity prices and minimizing operating expense while limiting exposure to service and development cost inflation.

We are a natural gas-focused minerals company. For the nine months ended September 30, 2022, the production from our mineral acreage position was substantially all natural gas and NGLs, with total production associated with our mineral interests totaling 12.0 Bcfe, comprised of 76% natural gas, 20% NGLs and 4% oil. For the three months ended September 30, 2022, total production associated with our mineral interests was 4.3 Bcfe, comprised of 78% natural gas, 19% NGLs and 3% oil. We plan to accomplish our objectives of growing cash flow and paying quarterly dividends by utilizing cash flow from the current and continued development of our acreage. We intend to further grow our acreage position by selectively targeting additional accretive acquisitions using the same technical, land and legal rigor our team has historically applied to acquisition opportunities.

Our History

Our team has a long history of buying mineral interests in top-tier prospective acreage throughout the United States. We were formed in 2012 with the objective of acquiring primarily non-producing mineral interests in the Appalachian Basin. We believe our team has a demonstrated and proven competitive advantage to technically identify, source, evaluate, negotiate, acquire and manage mineral and royalty interests in high quality areas of the Appalachian Basin. We acquired all of our approximately 65,000 net mineral acres through more than 1,200 transactions covering three states and 30 counties. The substantial majority of our acreage is subject to a lease, and of that leased acreage, we have had the opportunity to directly negotiate leases on over 22,000 net mineral acres, generating over $104 million of lease bonus income from our inception to September 30, 2022. The members of our executive team, including our Executive Chairman, have an average of 30 years of oil and gas experience, including prior leadership experience in the management of, and value creation within, minerals, upstream and midstream assets. We utilize geology and engineering consultants with an average of over 43 years of experience in the Appalachian Basin, with extensive subsurface expertise including vertical well logs and performance analysis, to help us identify and evaluate potential acquisition opportunities. We believe we have earned a positive reputation for building relationships through our negotiations with mineral owners, evaluating and analyzing title, navigating legal complexities and consistently and efficiently closing deals. Over the last five years, we have also actively engaged with the legislatures of Pennsylvania, West Virginia and Ohio to advocate for the passage of laws to both protect mineral owners and promote development. This process has allowed us to develop mutually beneficial relationships with operators and land owners, which are key to our continued success.

Our experience and expertise has enabled us to aggregate a considerable inventory of non-producing acreage ahead of development activity. In 2017, our primary allocation of capital shifted from acquisition and resource capture to returning capital to our stockholders. While our capital allocation strategy shifted, our production grew by over 33% on a Mcfe basis from 2019 to 2021, demonstrating our ability to grow production without the need for additional significant

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capital investment in acquisitions due to our inventory remaining largely ahead of development activity. The graphic below compares our net acres acquired by year to our total net production over time:

In addition to our production growth, our royalty revenue has increased substantially since 2019. We generated $25.7 million in royalty revenue in the fourth quarter of 2021 compared to $12.4 million in the fourth quarter of 2019, representing an increase of more than 107%.

Our Focus on the Appalachian Basin

We target the Southwestern portion of the Appalachian Basin in the tri-state area covering Ohio, West Virginia and Southwestern Pennsylvania, focusing on the highly-attractive, dry gas and liquids-rich portions of the play with stacked pay potential in three separate zones that provide favorable economics. While dry gas is the predominant resource in the Marcellus, Utica and Upper Devonian Shales, each of the Marcellus and the Utica shales have liquids-rich reserves located in the western portion of the play with dry gas reserves in the eastern portion. The geologic characteristics of the Appalachian Basin are mature and well-understood and we believe the continuous nature of the hydrocarbons in our targeted area of the basin provide for more consistent and a higher probability of development of our acreage. We have achieved organic production growth and increased cash flow by following emerging well results and targeting undeveloped areas with the best underlying geology where we expect operators will continue development activity and complete new wells to offset declines and grow production. The Southwestern portion of the Appalachian Basin, where we primarily target and own minerals, has grown from approximately 1,700 horizontal producing wells in 2012 to more than 10,600 horizontal producing wells as of September 30, 2022.

Our production growth has significantly outpaced the broader Appalachian Basin. Per the May 2022 EIA Update, dry natural gas production from the shale formations of Appalachia has been growing since 2006, with production in the region reaching 33.6 Bcf/d in December 2021. Since 2019, the production growth of the Appalachian Basin as a whole has averaged a 3% compound annual growth rate (“CAGR”) according to the May 2022 EIA Update, while increased development of our portfolio over the same period has resulted in organic gas production growth at a materially higher 10% CAGR. The graphic below compares our dry gas production growth from 2019 to 2021 to the dry gas production growth of the Appalachian Basin as a whole during the same period.

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Bounty vs. Appalachia Dry Gas Production Growth

As of June 30, 2022, CG&A estimated only 17% of our existing portfolio by identified net 3P locations was currently developed. The graphic below compares our annual production (Mcfe/d) to the percentage of our acreage that was developed from 2013 to 2021:

Total Annual Production vs % Developed by Year

Our focus on Appalachia is also unique among public mineral companies, who either have limited or no exposure to the Appalachian Basin. As such, we believe we offer a unique opportunity to public investors looking to participate in the growth of the largest and most economic natural gas basin in the United States.

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Future Development

Our minerals are leased to some of the top operators in Southwest Appalachia, who have significant inventory of future locations and DUCs, as well as a substantial portion of current active rigs in the basin. In the preceding two years, 79% of our acreage has been within five miles of an active rig, and 61% of our mineral acreage was within three miles of an active rig. For the nine months ended September 30, 2022, there were a total of 495 completions within counties in which we own mineral interests, of which 28% were located on our acreage. As of September 30, 2022, 37% of current active rigs in Southwest Appalachia were developing units on our acreage position. This increased activity on our acreage and proximity to rig activity further demonstrates the likelihood of future development and the potential for continued development. According to Enverus production data, as of November 17, 2022, 32 of the top 100 wells in Southwest Appalachia were on our acreage, and our mineral position was operated by all of the top ten operators in our portion of the basin, based on 2021 gross operated production. These operators make up approximately 78% of our total leased acreage position and, since 2020, have completed approximately 84% of the total wells within the counties in which we own mineral interests. Five of our top operators are companies whose capital budgets are deployed solely in Appalachia.

As operators continue to develop the substantial leased inventory of horizontal drilling locations on our acreage, we expect this development activity to support our production and cash flow from the undeveloped mineral acreage in our portfolio. We divide our horizontal well inventory into six categories based on the development stage of the well or prospective well: (i) producing wells (“PDP”), (ii) completed wells on which we are awaiting receipt of revenue from operators (“producing awaiting revenues” or “PARs”), (iii) drilled but uncompleted wells (“DUCs”), (iv) prospective wells that have been granted drilling permits (“permitted wells”), (v) additional drilling locations inside current Bounty drilling spacing units (“DSUs”), and (vi) additional drilling locations in DSUs that we anticipate will be formed in the future based on our assumptions described below. PARs, DUCs and permitted wells, which we collectively refer to as our “activity wells,” provide near-term visibility on production activity in areas where we own interests, as we have historically found that activity wells are likely to be converted into producing wells under a short time horizon. We refer to additional drilling locations inside current Bounty DSUs and additional drilling locations on DSUs that we anticipate will be formed in the future, as our “additional locations.”

The table below reflects our current gross and net horizontal producing wells, activity wells and additional locations as of June 30, 2022 across our DSU acreage by state and play, consistent with our 3P reserve report prepared by CG&A.

	Activity Wells								Additional Locations
State	PDP		PARs(1)		DUCs		Permitted Wells		LOCs Inside Existing Unit		Remaining LOCs		Total
Ohio		494		18		33		17		95		835		1,492
Pennsylvania		253		6		27		24		39		675		1,024
West Virginia		505		42		36		81		106		1,901		2,671
Total Gross Location Count		1,252		66		96		122		240		3,411		5,187
Total Net Location Count(2)		11.04		0.50		0.81		1.81		2.40		48.12		64.68

(1) PARs are completed wells on which we are awaiting receipt of revenue from operators. Producing wells that are temporarily shut-in due to nearby operational activity are included in the PAR category. On average, Bounty receives first payment on production three months after first production with the first revenue payment normally covering several months of production.

(2) Reflects the assumed number of locations in which we would own a 100% net revenue interest determined by multiplying our total gross locations included in our DSU acreage by our anticipated average net revenue interest across our DSU acreage.

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	Activity Wells								Additional Locations
Play Name	PDP		PARs(1)		DUCs		Permitted Wells		LOCs Inside Existing Unit		Remaining LOCs		Total
Marcellus		725		40		56		84		124		1,856		2,885
Utica Point Pleasant		516		26		40		38		112		1,250		1,982
Upper Devonian		11		—		—		—		4		305		320
Total Gross Location Count		1,252		66		96		122		240		3,411		5,187
Total Net Location Count(2)		11.04		0.50		0.81		1.81		2.40		48.12		64.68

(1) PARs are completed wells on which we are awaiting receipt of revenue from operators. Producing wells that are temporarily shut-in due to nearby operational activity are included in the PAR category. On average, Bounty receives first payment on production three months after first production with the first revenue payment normally covering several months of production.

(2) Reflects the assumed number of locations in which we would own a 100% net revenue interest determined by multiplying our total gross locations included in our DSU acreage by our anticipated average net revenue interest across our DSU acreage.

Our net mineral acreage is typically incorporated into larger DSUs, which are areas designated as a unit by agreement, field spacing rules, unit designation, or otherwise combined with other acreage pursuant to an administrative permit or order. We estimate and refer to this combined acreage, whether or not formally designated as a drilling spacing unit, as “DSU acreage” and to any DSU acreage in which we are entitled to participate or expect to be entitled to participate as a result of our mineral interests as our “DSU acres.” As of June 30, 2022, we had approximately 1,131,827 gross DSU acres. When our acreage is incorporated into a DSU acreage position, we participate in production from such acreage with our net revenue interest diluted on a proportional basis due to the incorporation of additional acreage in the DSU. Our additional locations represent locations on our DSU acreage that we have identified based on CG&A’s analysis of proved horizons and on publicly available information regarding existing operator spacing and development plans. In order to identify our additional locations, we undertake a four-step analysis to make determinations with respect to likely development programs, prospective zones, prospective well density per zone and, ultimately, the number of additional locations that exist on our DSU acreage. First, we analyze our acreage on a tract-by-tract basis, based upon what we believe to be the most likely development scenario for that tract. This is based on our review of offset or surrounding well geometry and/or well geometry that directly intersects our individual tracts. Second, each tract is assigned prospective zones based on a variety of factors, including geologic data, offset well results and industry activity. Third, we perform a prospective well density per zone analysis, which requires evaluation of (i) what we believe to be the most likely well spacing assumptions based on industry disclosure, third-party research and other publicly available data and (ii) offset activity data from producing wells, permitted wells and DUCs. Finally, for each prospective zone, we determine the number of producing wells, DUCs and permitted wells currently in existence and then assign additional locations to that tract based on our well spacing assumptions.

When we analyze and incorporate spacing assumptions, our methodology centers around several assumptions including inter-lateral well spacing, lateral length, unit setbacks, wellbore orientation and assumed DSU acreage. We generally estimate our DSU acreage based upon the drainage pattern each wellbore meeting the above spacing assumptions can withstand due to existing development within the area, and not to exceed a 1,280-acre threshold. Our current average DSU acreage for additional locations based on this framework is 770 acres. Our additional locations assume (i) in the Utica Formation, a 1,000 foot inter-lateral spacing and (ii) in the Marcellus and Upper Devonian Formations, a 750 foot inter-lateral spacing.

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Our additional horizontal well inventory contains a range of lateral lengths, the substantial majority of which are from 10,500 feet to 11,500 feet. The lateral length assumptions used for our additional locations in our inventory is based on historical activity in the area around each location. Operators have continued to drill longer lateral wells that are expected to yield higher economics. As such, our assumptions about lateral lengths may change in the future in-line with these developments which may contribute to decreases in horizontal locations. Additionally, it may be possible, through further down spacing and targeting of additional zones, to increase horizontal locations.

We believe there are significant opportunities to continue acquiring non-producing mineral acreage in the Appalachian Basin. We also anticipate that continued improvement in drilling and completion techniques may expand the economic viability of new core areas. The historical production, pricing, and differential data from our acreage on over 1,250 gross PDP wells and 11.04 net PDP wells in our current portfolio provides valuable information within each of our type curve areas for future acquisition economics and provides visibility to production and cash flow growth opportunities. With the help of CG&A, we have developed 17 individual type curves within our core areas that we use to evaluate potential acquisitions. In addition to our technical knowledge, over ten years of experience in the Appalachian Basin has given us the ability to leverage our familiarity of the regulatory environment, and unique title nuances to identify and evaluate opportunities that will supplement our organic development. We intend to capitalize on our reputation and relationships with landowners and operators to access distinct acquisition opportunities.

Key Operators

Our portfolio of assets provides exposure to a diverse group of top-tier producers, many of which operate solely in Appalachia and are able to deploy all of their capital within the basin. At current activity levels, the top operators in our portfolio have over a decade of premium inventory, which we believe will continue to drive future cash flow in the basin. As of September 30, 2022, these active operators were operating 26 rigs of the 38 total active rigs (68%) in Southwest Appalachia. The graphics below show our operator breakdown by controlled leased acreage as well as the rig count of Southwest Appalachia operators as of September 30, 2022.

Bounty Operator Exposure by Acreage

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Operators across Southwest Appalachia have continued to increase productivity per well by increasing lateral lengths and implementing more effective completion techniques, which directly benefit our mineral interests. These technical enhancements drive down well breakeven costs, which increase the number of economic drilling locations underlying our acreage and in the Appalachian Basin as a whole. Lower breakeven costs allow for continued development in low price environments. For example, production in Southwest Appalachia stayed relatively consistent during the low commodity price environment in 2020. Each additional hydrocarbon recovered increases our cash flow, and we realize the benefit of these improvements without incurring any related capital expense. Furthermore, additional economic locations within the Appalachian Basin contribute to greater potential acquisition targets.

Due to certain enhanced pricing provisions in our leases that we have opportunistically negotiated, covering over 22,000 net mineral acres, we also benefit from the strategies that some of our top operators employ to capitalize on higher commodity prices. In particular, given that United States exports for LNG will grow at a 4.6% CAGR from 2020 through 2040 according to the 2022 AEO, several of our top producers, including Antero Resources Corporation, Range Resources Corporation, Southwestern Energy Company and EQT Corporation, have either begun or announced an intention to market natural gas directly to LNG facilities to realize premium pricing relative to Henry Hub. Under a substantial majority of our negotiated leases, our pricing provisions provide that our proceeds will be based on a percentage of the gross price of the first sale of the commodity to a non-affiliate of the operator, as opposed to the industry standard percentage of the current in-basin spot price, which for 2021 averaged approximately $0.62 below the Henry Hub spot price, whereas Bounty’s average differential was approximately $0.16 below Henry Hub spot price. According to the “EIA Liquefaction Report,” the United States is currently a leading exporter of LNG, with more than 80 MTPA of liquefaction capacity, or approximately 18% of global liquefaction capacity per the GIIGNL Annual Report. We believe that the increased global demand for LNG from a multitude of different regions for a myriad of uses will encourage the continued development of the Appalachian Basin, which is comprised of the most economic shale plays as of June 2022, and contains 50% of the United States’ remaining, recoverable shale gas reserves per the EIA Reserves Report.

We expect our current and future mineral acreage to be developed by our operators, who we believe will continue to deploy the most modern drilling and completion technologies, have access to capital and continually negotiate contracts that improve pricing.

Our Mineral Interests

As of September 30, 2022, our high quality portfolio solely consisted of mineral interests and we intend to continue to primarily acquire mineral interests. We believe that mineral interests have the highest and best value for our stockholders and provide the best long-term results, as they represent a perpetual right to the economic value of minerals produced from the land. Mineral interests are real property interests and grant ownership of the natural gas, NGLs and crude oil underlying a tract of land and the rights to explore for, drill for and produce natural gas, NGLs and crude oil on that land or to lease those exploration and development rights to a third party. When we lease those rights, usually for a one to five-year term, we typically receive an upfront cash payment, known as a lease bonus, and we retain a mineral royalty, which entitles us to a percentage of production or revenue from production free of lease operating expenses. A lessee can extend the lease beyond the initial lease term with continuous drilling, production or other operating activities or through negotiated contractual lease extension options. When production and drilling cease, the lease terminates, allowing us to lease the exploration and development rights to another party and receive another lease bonus.

Bounty’s focus on non-producing mineral acreage has created the opportunity for us to acquire a significant amount of acreage initially not subject to a lease. As a result, Bounty has had the opportunity to directly negotiate leases with operators to secure favorable terms that enhance pricing, minimize

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post-production expenses, and encourage more rapid development of our minerals. Of our approximately 65,000 net mineral acres, we have negotiated leases directly with operators on over 22,000 net mineral acres and generated over $104 million of lease bonus from inception to September 30, 2022. Historically, this income has been reinvested to acquire additional minerals. We have also been able to modify existing leases on almost 700 net mineral acres prior to production being established. Amendments to existing leases allow Bounty the opportunity to negotiate some of these same advantageous lease terms. Since inception, we have been able to enhance margins by raising the average royalty rate in our portfolio by 13.6% through negotiating new leases and amending current leases on approximately one-third of our total acreage. In addition, as of September 30, 2022, we had approximately 15,800 core net mineral acres that are not currently subject to a lease. As operators continue to establish and complete new DSUs through leasing within the core of Southwest Appalachia, we believe this provides us with the ability to continue to generate revenue both through the potential for initial lease bonus payments and enhanced royalty rate and pricing provisions, as demonstrated through the over 2,500 acres leased during the first nine months of 2022 generating approximately $8 million in new lease bonus income.

We generate a substantial portion of our revenues and cash flows from our mineral interests when natural gas, NGLs and oil are produced from our acreage and sold by the applicable operators and other working interest owners. Our royalty revenue generated from these mineral and royalty interests was approximately $83.2 million for the nine months ended September 30, 2022 and $69.2 million for the year ended December 31, 2021. Approximately 91% of royalty revenue during the nine months ended September 30, 2022 was derived from the sale of natural gas and NGLs.

Unlike traditional oil and gas operators who must acquire large contiguous blocks of acreage to drill horizontal wells, targeting mineral ownership gives us the flexibility to acquire smaller blocks of acreage throughout the most economic areas of Southwest Appalachia. As a mineral interest owner, we make the initial investment to capture these interests but do not incur any development capital or lease operating expense associated with the development and extraction of the minerals. This insulates much of our company from service and material cost inflation, unlike operating companies, midstream companies and refineries. Additionally, ownership of mineral interests provides exposure to commodity prices, including natural gas, NGLs and oil. In order to maintain this uncapped exposure for our investors, we do not currently employ any commodity hedges. Our G&A has been consistently low relative to our revenues representing approximately 8% of revenue for the twelve months ended December 31, 2021. As our production has increased, our G&A continues to decline on a cost per unit of production basis as evidenced in the chart below.

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These advantages and minimized cost structure result in higher cash margins and free cash flow, allowing us to allocate a higher percentage of revenue to both distributions and re-investment opportunities compared to traditional exploration and production companies.

Mineral Ownership Summary

Currently, our mineral interests are entirely in the Appalachian Basin, which we believe is one of the premier unconventional natural gas producing regions in the United States. According to Enverus production data, as of November 17, 2022, 32 of the top 100 wells in Southwest Appalachia were on our acreage, and our mineral position was operated by all of the top ten operators in our portion of the basin, based on 2021 gross operated production. Our mineral acreage position is located in the most active states in Appalachia based on number of active horizontal wells. The table below summarizes our current mineral assets by state as of September 30, 2022.

	Leased Acreage		Unleased Acreage		Grand Total
Ohio		16,548		8,234
Pennsylvania		10,402		2,954
West Virginia		21,798		4,589
Total		48,748		15,777		64,525

As set forth above, as of September 30, 2022, our interests covered approximately 65,000 net mineral acres, which the substantial majority have been leased to exploration and production (“E&P”) operators and other working interest owners with us retaining an average 16.2% royalty. Typically, within the mineral and royalty industry, owners standardize ownership of net royalty acres (“NRAs”) to a 12.5%, or a 1/8th, royalty interest, representing the number of equivalent acres earning a 12.5% royalty. When adjusted to a 1/8th royalty, our mineral interests represent approximately 63,200 NRAs, or approximately 7,900 NRAs on an actual or 100% basis. The table below sets forth our weighted average royalty, as well as the NRAs adjusted to a 1/8th royalty and on an actual or 100% basis, for our leased acreage.

	Net Mineral Acres		Weighted Average Royalty			NRAs (1/8 Basis)(1)(3)		NRAs (Actual or 100% Basis)(2)(3)
Leased Acreage
Ohio		16,548		16.1	%		21,267		2,658
Pennsylvania		10,402		15.3	%		12,715		1,589
West Virginia		21,798		16.7	%		29,209		3,651
Leased Acreage Total		48,748		16.2	%		63,191		7,898

(1) Standardized to a 1/8th Royalty (The hypothetical number of acres in which an owner owns a standardized 12.5%, or 1/8th, royalty interest based on the actual number of net mineral acres in which such owner has an interest and the average royalty interest such owner has in such net mineral acres. For example, an owner who has a 25%, or 1/4th, royalty interest in 100 net mineral acres would hypothetically own 200 NRAs on a 1/8th basis (100 multiplied by 25% divided by 12.5%)).

(2) Standardized to a 100% Royalty (The actual number of acres in which an owner owns a standardized 100% royalty interest based on the actual number of net mineral acres in which such owner has an interest and the average royalty interest such owner has in such net mineral acres. For example, an owner who has a 25%, or 1/4th, royalty interest in 100 net mineral acres would own 25 NRAs on an actual or 100% basis (100 multiplied by 25%)).

(3) May not sum or recalculate due to rounding.

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Strategies

Our primary objective is to create stockholder value and maximize stockholder returns. We intend to accomplish these goals by executing the following strategies:

• Utilizing the continued development of our portfolio to increase cash returns to stockholders while maintaining a conservative capital structure. Following this offering and subject to the determination of our Board of Directors, we initially expect to return capital to our stockholders through quarterly dividends. We expect Bounty LLC to initially pay quarterly distributions to us and the Existing Owners equal to 100% of (i) cash available for distribution and (ii) cash from lease bonus income, and that we, in turn, will pay quarterly dividends equal to the amount received from Bounty LLC net of cash taxes. See “Dividend Policy” for more information on the factors that could impact our expectations for our quarterly dividends and the factors our Board of Directors will consider in determining the frequency and amounts of dividends that we expect to pay. Only 17% of our existing portfolio by identified net 3P locations is currently developed, which does not include the additional resource potential underlying our minerals, made up of the Utica and Upper Devonian shales that lie above and below the Marcellus in stacked pay areas of our portfolio. As such, we believe that we have a significant amount of continued development built into our current portfolio and that such development will enable us to increase cash returns to stockholders over time. Further, because we have no debt, we believe that we will be able to continue to grow cash returns while also maintaining a conservative capital structure.

• Actively managing our mineral acreage to capitalize on its continued development. We intend to maximize the revenues generated from our current portfolio of mineral interests by utilizing our team’s experience in the Appalachian Basin. For example, because we diligently review operator activity and payments, we are able to ensure that our operators are in compliance with their lease obligations and that the payments are timely, accurately disbursed and commensurate with our royalty percentage. Additionally, we have a history of directly negotiating new leases or amending current leases with favorable terms that enhance pricing, minimize post-production expenses and encourage our operators to more rapidly develop our minerals.

• Providing exposure to commodity prices with protection from service and material cost inflation. As a mineral interest owner, we do not incur any development or lease operating expense associated with the development and extraction of the minerals. This insulates much of our company from service cost inflation unlike operating companies, midstream companies and refiners. Additionally, our business provides uncapped exposure to commodity prices as we do not currently have any commodity hedges in place. These advantages result in higher cash margins and free cash flow as a percentage of revenue, allowing us to allocate a higher percentage of our revenue to both distributions and re-investment opportunities as compared to traditional exploration and production companies.

• Targeting accretive non-producing acreage in the core economic areas of the Appalachian Basin. While additional production and cash flow in our portfolio is initially expected to be generated from our already captured position in Southwest Appalachia, we intend to continue focusing our acquisition efforts in areas with the greatest economic and development potential. With over a decade of future drilling locations indicated by the top operators in the Appalachian Basin, we believe there are significant opportunities to target non-producing acreage. We plan to focus our acquisition efforts in these areas by

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continuing to follow technical results. The historical production, pricing and differential data provided to us on over 1,250 PDP wells in our current portfolio provides additional guidance within each of our type curve areas for future acquisition opportunities. We intend to primarily acquire mineral interests, and not target ORRIs or non-operated working interests. We believe mineral interests provide the highest and best value for our stockholders and the best long-term results, as they represent a perpetual right to the economic value of minerals produced from the land.

Strengths

We believe that the following competitive strengths will allow us to successfully execute our business strategies and to achieve our primary business objectives:

• Natural gas is the preferred hydrocarbon to facilitate the energy transition, and the top operators on our mineral acreage have strong commitment to ESG. Natural gas is a clean-burning energy source with emissions far below that of oil and coal, two competing carbon-based energy sources. Per the EPA Emissions Report, the increasing use of natural gas in lieu of coal and oil has been partly responsible for the decline in United States greenhouse gas emissions from electricity generation since 1990. Methane also serves as a reliable secondary fuel that can supplement weather dependent clean energy sources, such as wind and solar power, to ensure electric grid reliability. The top operators on our acreage position have all made public commitments to environmental stewardship and to produce natural gas in a safer and cleaner manner than overseas competitors. Per the Rystad Report, Appalachia had the lowest scope 1 carbon dioxide (“CO2”) emissions of all United States onshore basins in 2020. Of the public operators on our acreage, all have incorporated an environmental, social and governance (“ESG”) metric into their management compensation structure, which we believe further incentivizes ethical development. With all of our acreage situated in the most economic area of the Appalachian Basin, we are primed to benefit as carbon pressures mount and transition to cleaner fuels accelerates.

• Our undeveloped acreage provides exposure to natural gas demand growth. Natural gas is vital to the world economy and is used as a source of energy for electric power generation, a transport fuel and as a chemical feedstock, among a multitude of other uses. The 2022 AEO forecasts United States natural gas consumption to grow from 30.24 Tcf in 2021 to 34.01 Tcf by 2050. Adding to the growing domestic consumption of natural gas, LNG exports set a record high in 2021, averaging 9.7 Bcf/d and a 50% growth rate from 2020, according to the March 2022 EIA Update. The growing demand for natural gas will require an increasing number of wells drilled in Appalachia as the basin contains 50% of the United States’ remaining, recoverable shale gas reserves per the EIA Reserves Report. Appalachia continues to have superior drilling economics relative to other gas resource plays within the United States, as evidenced by the increase in active rigs in the basin over prior years. Our acreage is in the top producing areas within Appalachia with only 17% of our acreage by identified net 3P locations currently developed and in receipt of revenue. Natural gas and natural gas liquids comprised 96% of our current production and 98% of our 3P reserves as of June 30, 2022. We expect future growth in natural gas demand will support the continued growth of our cash flows and distributions.

• Our acreage is concentrated in the premier natural gas basin in the United States with exposure to multiple pay zones. Appalachia is one of the premier natural gas regions in the world with over 33.6 Bcf/d of natural gas production as of December 2021, representing more than one-third of total United States dry gas production per the May 2022 EIA

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Update. There are currently three primary prospective pay zones in Southwest Appalachia, the Marcellus, Utica and Upper Devonian formations. Although the Marcellus and Utica formations are the most recent shale discoveries, the development of the Appalachian Basin over the past several years has significantly reduced the risk associated with the core areas of each play. The Southwestern portion of the Appalachian Basin, where our acreage is concentrated, is known for being predominantly dry gas; however, there is also exposure to liquids-rich natural gas and oil in both the Marcellus and Utica formations. Targeting acreage in the more liquids-rich areas of the Appalachian Basin in addition to the dry gas areas has allowed us to capitalize on commodity price fluctuations that drive operator economics and development plans.

• Portfolio of high-quality operators developing our position. As of September 30, 2022, we owned approximately 65,000 net mineral acres and had an interest in greater than 1,250 wells across 610 DSUs in the core of Appalachia. Our mineral acreage is situated within all of the top ten producing counties in Southwest Appalachia based on total gross 2021 production. At current activity levels, the top operators in our portfolio have over a decade of premium inventory left, which we believe will drive future cash flow. Our premier operators, including Antero Resources Corporation, Ascent Resources Utica Holdings, LLC, CNX Resources Corporation, EQT Corporation, Gulfport Energy Corporation, Range Resources Corporation and Southwestern Energy Company, have continued to increase productivity per well by increasing lateral lengths and implementing more effective completion techniques. These technical enhancements directly benefit our mineral interests, as each additional hydrocarbon recovered increases our cash flow. Most importantly, we realize the benefit of these improvements without any of the capital expense. Furthermore, the enhancement in drilling efficiency further benefits us by increasing the number of economic drilling locations underlying our acreage and the Appalachian Basin as a whole. We expect our mineral acreage to be converted from undeveloped to producing by our operators who deploy the most modern drilling and completion technologies, have access to capital and are environmentally focused.

• Experienced and proven management team. The members of our executive team, including our Executive Chairman, have an average of 30 years of oil and gas experience, including prior leadership experience in the management of, and value creation within, minerals, upstream and midstream assets. As a result, the executive team has significant breadth and experience in understanding and driving value creation through all stages of oil and gas asset life-cycle maturation. Our team has a long history of buying mineral interests in high-quality prospective acreage throughout the United States, most notably in Appalachia with the acquisition of approximately 65,000 net mineral acres through more than 1,200 transactions. We believe we have a demonstrated and proven competitive advantage in our ability to technically identify, source, evaluate, negotiate, acquire and manage mineral and royalty interests in high-quality acreage positions.

Corporate Reorganization

Bounty Minerals was incorporated as a Delaware corporation in June 2022. Our management and our other investors (collectively, the “Existing Owners”) own all of the membership interests in Bounty LLC.

Following this offering and the reorganization transactions described below (our “corporate reorganization”), Bounty Minerals will be a holding company whose sole material asset will

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consist of a         % interest in Bounty LLC. Bounty LLC will continue to wholly own all of our operating assets. After the consummation of the transactions contemplated by this prospectus, Bounty Minerals will be the sole managing member of Bounty LLC and will be responsible for all operational, management and administrative decisions relating to Bounty LLC’s business.

In connection with this offering,

• all of the outstanding membership interests in Bounty LLC will be converted into a single class of common units in Bounty LLC, which we refer to in this prospectus as “Bounty LLC Units” (the “LLC unit conversion”);

• Bounty Minerals will issue              shares of Class A common stock to purchasers in this offering in exchange for the proceeds of this offering;

• each Existing Owner will receive a number of shares of Class B common stock equal to the number of Bounty LLC Units held by such Existing Owner, following this offering;

• Bounty Minerals will contribute, directly or indirectly, the net proceeds of this offering to Bounty LLC in exchange for an additional number of Bounty LLC Units such that Bounty Minerals holds, directly or indirectly, a total number of Bounty LLC Units equal to the number of shares of Class A common stock outstanding following this offering; and

• Bounty LLC intends to use a portion of the net proceeds to purchase                 Bounty LLC Units, together with an equal number of shares of Class B common stock, from certain owners of Bounty LLC Units.

After giving effect to these transactions and this offering and assuming the underwriters’ option to purchase additional shares is not exercised:

• the Existing Owners will own all of our Class B common stock, representing         % total voting power of our capital stock;

• investors in this offering will own                  shares of our Class A common stock, or 100% of our Class A common stock, representing         % total voting power of our capital stock;

• Bounty Minerals will own an approximate         % interest in Bounty LLC; and

• the Existing Owners will own an approximate         % interest in Bounty LLC.

If the underwriters’ option to purchase additional shares is exercised in full:

• the Existing Owners will own all of our Class B common stock, representing         % total voting power of our capital stock;

• investors in this offering will own                  shares of our Class A common stock, or 100% of our Class A common stock, representing         % total voting power of our capital stock;

• Bounty Minerals will own an approximate         % interest in Bounty LLC; and

• the Existing Owners will own an approximate         % interest in Bounty LLC.

Each share of Class B common stock has no economic rights but entitles its holder to one vote on all matters to be voted on by stockholders generally. Holders of Class A common stock and Class B common stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law or by our amended and restated certificate of incorporation. We do not intend to list our Class B common stock on any exchange.

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Following this offering, under the Amended and Restated Limited Liability Company Agreement of Bounty LLC (the “Bounty LLC Agreement”), each Existing Owner will, subject to certain limitations, have the right (the “Redemption Right”) to cause Bounty LLC to acquire all or a portion of its Bounty LLC Units for, at Bounty LLC’s election, (i) shares of our Class A common stock at a redemption ratio of one share of Class A common stock for each Bounty LLC Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions or (ii) an equivalent amount of cash. Alternatively, upon the exercise of the Redemption Right, we (instead of Bounty LLC) will have the right (the “Call Right”) to, for administrative convenience, acquire each tendered Bounty LLC Unit directly from the redeeming Existing Owner for, at our election, (x) one share of Class A common stock or (y) an equivalent amount of cash. Our decision to make a cash payment upon an Existing Owner’s redemption election will be made by our independent directors (within the meaning of the NYSE listing rules and Section 10A-3 of the Securities Act of 1933, as amended (the “Securities Act”)). Such independent directors will determine whether to issue shares of Class A common stock or cash based on facts in existence at the time of the decision, which we expect would include the relative value of the Class A common stock (including trading prices for the Class A common stock at the time), the cash purchase price, the availability of other sources of liquidity (such as an issuance of preferred stock) to acquire the Bounty LLC Units and alternative uses for such cash.

In connection with any redemption of Bounty LLC Units pursuant to the Redemption Right or acquisition pursuant to our Call Right, the corresponding number of shares of Class B common stock will be cancelled. See “Certain Relationships and Related Party Transactions—Bounty LLC Agreement.” The Existing Owners will have the right, under certain circumstances, to cause us to register the offer and resale of their shares of Class A common stock. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”

The following diagram indicates our corporate structure immediately preceding this offering and the transactions related thereto:

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The following diagram indicates our simplified ownership structure immediately following this offering and the transactions related thereto (assuming that the underwriters’ option to purchase additional shares is not exercised):

(1) Our Existing Owners will own, in the aggregate, approximately 100% of our Class B common stock and approximately     % of the Bounty LLC Units.

We have granted the underwriters a 30-day option to purchase up to an aggregate of                  additional shares of Class A common stock. Any net proceeds received from the exercise of this option will be contributed to Bounty LLC in exchange for additional Bounty LLC Units, and Bounty LLC intends to use such net proceeds to purchase Bounty LLC Units, together with an

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equal number of shares of Class B common stock, from certain owners of Bounty LLC Units and to fund future acquisitions of mineral interests.

Emerging Growth Company

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). For as long as we are an emerging growth company, unlike other public companies that do not meet those qualifications, we are not required to:

• provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of SOX;

• provide more than two years of audited financial statements and related management’s discussion and analysis of financial condition and results of operations in a registration statement on Form S-1;

• comply with any new requirements adopted by PCAOB requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer;

• provide certain disclosure regarding executive compensation required of larger public companies or hold stockholder advisory votes on executive compensation required by the Dodd-Frank Act; or

• obtain stockholder approval of any golden parachute payments not previously approved.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. This permits an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of this extended transition period and, as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for private companies.

We will cease to be an “emerging growth company” upon the earliest of: (i) when we have $1.07 billion or more in annual revenues; (ii) when we issue more than $1.0 billion of non-convertible debt over a three-year period; (iii) the last day of the fiscal year following the fifth anniversary of our initial public offering; or (iv) when we have qualified as a “large accelerated filer,” which refers to when we (w) will have an aggregate worldwide market value of voting and non-voting shares of common equity securities held by our non-affiliates of $700 million or more, as of the last business day of our most recently completed second fiscal quarter, (x) have been subject to the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for a period of at least 12 calendar months, (y) have filed at least one annual report pursuant to Section 13(a) or 15(d) of the Exchange Act, and (z) will no longer be eligible to use the requirements for “smaller reporting companies,” as defined in the Exchange Act, for our annual and quarterly reports.

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Principal Executive Offices

Our principal executive offices are located at 777 Main Street, Suite 3400, Fort Worth, Texas 76102, and our telephone number at that address is (817) 332-2700.

Our website address is www.bountyminerals.com. We expect to make our periodic reports and other information filed with or furnished to the SEC available free of charge through our website as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. Information on our website or any other website is not incorporated by reference into, and does not constitute a part of, this prospectus.

Risk Factors

An investment in our Class A common stock involves risks. You should carefully consider the following considerations, the risks described in “Risk Factors” and the other information in this prospectus, before deciding whether to invest in our Class A common stock. In particular, the following considerations may offset our competitive strengths or have a negative effect on our strategy or operating activities, which could cause a decrease in the price of our Class A common stock and a loss of all or part of your investment.

Risks Related to Our Business

• A substantial majority of our revenues from the natural gas, NGLs and oil producing activities of our operators are derived from royalty payments that are based on the price at which natural gas, NGLs and oil produced from the acreage underlying our interests are sold. Prices of natural gas, NGLs and oil are volatile due to factors beyond our control. A substantial or extended decline in commodity prices may adversely affect our business, financial condition, results of operations and cash flows.

• All of our properties are located in the Appalachian Basin, making us vulnerable to risks associated with operating in a single geographic area.

• If any operators of our properties suspend our right to receive royalty payments due to title or other issues, our business, financial condition, results of operations and cash flows may be adversely affected.

• We depend on various unaffiliated operators for all of the exploration, development and production on the properties underlying our mineral interests. A significant portion of our revenue is derived from royalty payments made by these operators. A reduction in the expected number of wells to be drilled on our acreage by these operators or the failure of our operators to adequately and efficiently develop and operate the wells on our acreage could have an adverse effect on our results of operations and cash flows.

• Our operators’ identified potential drilling locations are susceptible to uncertainties that could materially alter the occurrence or timing of their drilling.

• We rely on our operators, third parties and government databases for information regarding our assets and, to the extent that information is incorrect, incomplete or lost, our financial and operational information and projections may be incorrect.

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• We rely on a small number of key individuals whose absence or loss could adversely affect our business.

Risks Related to Our Industry

• If commodity prices decrease to a level such that our future undiscounted cash flows from our properties are less than their carrying value, we may be required to take write-downs of the carrying values of our properties.

• The marketability of natural gas, NGLs and oil production is dependent upon transportation, pipelines and refining facilities, which neither we nor many of our operators control. Any limitation in the availability of those facilities could interfere with our operators’ ability to market our operators’ production and could harm our business.

• Drilling for and producing natural gas, NGLs and oil are high-risk activities with many uncertainties that may materially adversely affect our business, financial condition, results of operations and cash flows.

• Conservation measures, technological advances, increased attention to ESG matters and prolonged negative investor sentiment toward natural gas and oil focused companies could materially reduce demand for natural gas, NGLs and oil, availability of capital and adversely affect our results of operations and the trading market for shares of our Class A common stock.

Risks Related to Environmental and Regulatory Matters

• Natural gas, NGLs and oil operations are subject to various governmental laws and regulations. Compliance with these laws and regulations can be burdensome and expensive for our operators, and failure to comply could result in our operators incurring significant liabilities, either of which may impact our operators’ willingness to develop our interests.

• Federal and state legislative and regulatory initiatives relating to hydraulic fracturing could cause our operators to incur increased costs, additional operating restrictions or delays and fewer potential drilling locations.

• Legislation or regulatory initiatives intended to address seismic activity could restrict our operators’ drilling and production activities, as well as our operators’ ability to dispose of produced water gathered from such activities, which could have a material adverse effect on their future business, which in turn could have a material adverse effect on our business.

Risks Related to this Offering and Our Class A Common Stock

• We are a holding company. Our sole material asset after completion of this offering will be our equity interest in Bounty LLC and we are accordingly dependent upon distributions from Bounty LLC to pay taxes, cover our corporate and other overhead expenses and pay any dividends on our Class A common stock.

• We will incur increased costs as a result of operating as a public company, including the cost of compliance with securities laws, and our management will be required to devote substantial time to compliance efforts.

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• We will limit the liability of, and indemnify, our directors and officers.

• For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies.

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The Offering

Issuer Bounty Minerals, Inc.

Class A common stock offered by us             shares (or             shares, if the underwriters exercise in full their option to purchase additional shares).

Option to purchase additional shares We have granted the underwriters a 30-day option to purchase up to an aggregate of                 additional shares of our Class A common stock to the extent the underwriters sell more than             shares of Class A common stock in this offering.

Class A common stock outstanding immediately after this offering             shares (or             shares if the underwriters exercise in full their option to purchase additional shares).

Class B common stock outstanding immediately after this offering             shares (             shares if the underwriters’ option to purchase additional shares is exercised in full) or one share for each Bounty LLC Unit held by the Existing Owners immediately following this offering. Class B shares are non-economic. In connection with any redemption of Bounty LLC Units pursuant to the Redemption Right or acquisition pursuant to our Call Right, the corresponding number of shares of Class B common stock will be cancelled.

Voting power of Class A common stock after giving effect to this offering         % (or         % if the underwriters’ option to purchase additional shares is exercised in full).

Voting power of Class B common stock after giving effect to this offering         % (or         % if the underwriters’ option to purchase additional shares is exercised in full). Upon completion of this offering, the Existing Owners will initially own         shares of Class B common stock, representing approximately         % of the voting power of the Company.

Voting rights Each share of our Class A common stock entitles its holder to one vote on all matters to be voted on by stockholders generally. Each share of our Class B common stock entitles its holder to one vote on all matters to be voted on by stockholders generally. Holders of our Class A common stock and Class B common stock vote together as a single class on all matters presented to our stockholders for their vote or

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approval, except as otherwise required by applicable law or by our amended and restated certificate of incorporation. See “Description of Capital Stock.”

Use of proceeds We expect to receive approximately $         million of net proceeds, based upon the assumed initial public offering price of $         per share (the midpoint of the price range set forth on the cover page of this prospectus), after deducting underwriting discounts and estimated offering expenses payable by us. Each $1.00 increase (decrease) in the public offering price would increase (decrease) our net proceeds by approximately $         million.

We intend to contribute all of the net proceeds from this offering to Bounty LLC in exchange for Bounty LLC Units. Bounty LLC intends to use approximately $         of the net proceeds from this offering to fund future acquisitions of mineral interests and approximately $         of the net proceeds from this offering to purchase          Bounty LLC Units, together with an equal number of shares of Class B common stock, from certain owners of Bounty LLC Units (the “Exchanging Members”) (at a purchase price per unit and share of Class B common stock based on the midpoint of the estimated price range set forth on the cover page of this prospectus, net of underwriting discounts and commissions); however, it currently does not have any specific acquisitions planned. Please read “Use of Proceeds.”

If the underwriters exercise their option to purchase additional shares of Class A common stock in full, the additional net proceeds to us will be approximately $         million (based on an assumed initial offering price of $         per share, the midpoint of the price range set forth on the cover page of this prospectus), after deducting underwriting discounts. We intend to contribute all of the net proceeds to Bounty LLC in exchange for an additional number of Bounty LLC Units equal to the number of shares of Class A Common Stock issued pursuant to the underwriters’ option. Bounty LLC intends to use approximately $         million of net proceeds to fund future acquisitions of mineral interests and approximately $         million of the net proceeds from our sale of additional shares to purchase Bounty LLC Units, together with an equal number of shares of Class B common stock, from the Exchanging Members (at a purchase price per unit and share of Class B common stock, based on the midpoint of the estimated price range set forth on the cover page of this prospectus, net of underwriting discounts and commissions). Please read “Use of Proceeds.”

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Dividend policy We expect to pay quarterly dividends on our Class A common stock in amounts determined from time to time by our board of directors. However, the declaration and payment of any dividends will be at the sole discretion of our board of directors, which may change our dividend policy at any time. Our payment of dividends may vary from quarter to quarter, may be significantly reduced or may be eliminated entirely. Future dividend levels will depend on the earnings of our subsidiaries, including Bounty LLC, their financial condition, cash requirements, regulatory restrictions, any restrictions in financing agreements and other factors deemed relevant by the board. Please read “Dividend Policy.”

Redemption rights of Existing Owners Under the Bounty LLC Agreement, each Existing Owner will, subject to certain limitations, have the right, pursuant to the Redemption Right, to cause Bounty LLC to acquire all or a portion of its Bounty LLC Units for, at Bounty LLC’s election, (i) shares of our Class A common stock at a redemption ratio of one share of Class A common stock for each Bounty LLC Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or (ii) an equivalent amount of cash. Alternatively, upon the exercise of the Redemption Right, we (instead of Bounty LLC) will have the right, pursuant to the Call Right, to acquire each tendered Bounty LLC Unit directly from the redeeming Existing Owner for, at our election, (x) one share of Class A common stock or (y) an equivalent amount of cash. Our decision to cause Bounty LLC to make a cash payment or to effect a direct exchange upon an Existing Owner’s redemption election will be made by our independent directors (within the meaning of the NYSE listing rules and Section 10A-3 of the Securities Act). In connection with any redemption of Bounty LLC Units pursuant to the Redemption Right or acquisition pursuant our Call Right, the corresponding number of shares of Class B common stock will be cancelled. See “Certain Relationships and Related Party Transactions—Bounty LLC Agreement.”

Directed share program The underwriters have reserved for sale at the initial public offering price up to 5% of the Class A common stock being offered by this prospectus for sale to our employees, executive officers, directors, business associates and related persons who have expressed an interest in purchasing Class A common stock in this offering. We do not know if these persons will choose to purchase all or any portion of these reserved shares, but any purchases they do make will reduce the number of shares available to the general public.

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The sales of shares pursuant to the directed share program will be made by Raymond James & Associates, Inc., an underwriter of this offering. Please read “Underwriting.”

Listing and trading symbol We have applied to list our Class A common stock on the NYSE under the symbol “BNTY.”

Risk factors You should carefully read and consider the information set forth under the heading “Risk Factors” and all other information set forth in this prospectus before deciding to invest in our Class A common stock.

Unless indicated otherwise, information regarding outstanding shares of our Class A common stock does not include (i) shares of Class A common stock reserved for issuance pursuant to our LTIP (as defined in “Executive Compensation—Long-Term Incentive Plan”) or (ii) the grants of equity awards to certain of our directors, officers and employees upon consummation of this offering (as described in “Executive Compensation”).

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Summary Historical and Pro Forma Financial Data

Bounty Minerals was formed in June 2022 and has limited historical financial operating results. The following table shows summary historical consolidated financial data, for the periods and as of the dates indicated, of our accounting predecessor, Bounty LLC, and summary pro forma financial data for Bounty Minerals. The summary historical consolidated financial data of our predecessor as of and for the nine months ended September 30, 2022 and 2021 and the years ended December 31, 2021 and 2020 were derived from the unaudited and audited historical consolidated financial statements of our predecessor included elsewhere in this prospectus.

The summary unaudited pro forma statement of operations and balance sheet data as of and for the nine months ended September 30, 2022 has been prepared to give pro forma effect to (i) our corporate reorganization and (ii) this offering and the application of the net proceeds therefrom as if each had been completed on January 1, 2021, in the case of the statement of operations data, and on September 30, 2022, in the case of the balance sheet data. The summary unaudited pro forma statement of operations for the year ended December 31, 2021, has been prepared to give pro forma effect to (i) our corporate reorganization and (ii) this offering and the application of the net proceeds therefrom as if each had been completed on January 1, 2021. This information is subject to and gives effect to the assumptions and adjustments described in the notes accompanying the unaudited pro forma financial statements included elsewhere in this prospectus. The summary unaudited pro forma financial data is presented for informational purposes only, should not be considered indicative of actual results of operations that would have been achieved had such transactions been consummated on the dates indicated and does not purport to be indicative of statements of financial position or results of operations as of any future date or for any future period.

For a detailed discussion of the summary historical financial data contained in the following table, please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The following table should also be read in conjunction with “Use of Proceeds” and the historical financial statements of Bounty LLC and the pro forma financial statements of Bounty Minerals included elsewhere in this prospectus. Among other things, the historical and pro forma financial statements include more detailed information regarding the basis of presentation for the information in the following table.

	Predecessor Historical								Bounty Minerals Pro Forma
	Nine Months Ended September 30,				Year Ended December 31,				Nine Months Ended September 30,	Year Ended December 31,
	2022		2021		2021		2020		2022	2021
	(unaudited)								(unaudited)
	(In thousands, except per share data)
Statement of Operations Data:
Revenue:
Oil and gas royalty	$	83,227	$	43,547	$	69,218	$	26,606	$	$
Lease bonus		20,471		3,800		5,215		3,024
Total revenue		103,698		47,347		74,433		29,630
Expense:
Royalty deductions (1)		6,851		6,027		8,637		4,987
County and other taxes		332		356		411		326
Acquisition and land costs		3		1,670		1,686		274
Depletion and depreciation		9,295		11,200		12,788		11,692

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	Predecessor Historical									Bounty Minerals Pro Forma
	Nine Months Ended September 30,				Year Ended December 31,					Nine Months Ended September 30,	Year Ended December 31,
	2022		2021		2021		2020			2022	2021
	(unaudited)									(unaudited)
	(In thousands, except per share data)
Share-based compensation		—		—		—		—
General and administrative		6,454		4,558		5,915		6,532
Loss on sale of minerals		4,072		—		—		—
Total expense		27,008		23,813		29,436		23,811
Income from operations	$	76,691	$	23,534	$	44,996	$	5,819		$	$
Other income (expense):
Other income		1,136		1		2		175
Interest expense		—		—		—		(57	)
Total other income, net		1,136		1		2		117
Net income before income tax expense	$	77,826	$	23,535	$	44,998	$	5,936		$	$
Income tax expense		—		—		—		—
Net Income	$	77,826	$	23,535	$	44,998	$	5,936		$	$
Non-controlling interest
Net income attributable to Class A common stockholders
Net income per share attributable to Class A common stockholders:
Basic
Diluted
Weighted-average number of shares:
Basic
Diluted
Other Financial Data:
Adjusted EBITDA (2)	$	90,060	$	34,876	$	57,926	$	17,511		$	$
Adjusted EBITDA ex lease bonus (2)		69,590		32,500		54,135		14,487
Cash available for distribution(2)		69,590		32,500		54,135		14,430
Balance Sheet Data:
Cash and cash equivalents	$	27,123	$	20,037	$	13,556	$	10,262		$	$
Total assets		470,371		466,394		462,308		458,078
Total liabilities		3,908		2,639		2,090		358
Total liabilities and members’ equity	$	470,371	$	466,394	$	462,308	$	458,078		$	$

(1) Royalty deductions include the Company’s share of expenses for transportation, gathering, compression, processing and severance taxes.

(2) Please read “—Non-GAAP Financial Measures” below for the definitions of Adjusted EBITDA, Adjusted EBITDA ex lease bonus and cash available for distribution and a reconciliation of Adjusted EBITDA, Adjusted EBITDA ex lease bonus and cash available for distribution to our most directly comparable financial measure, calculated and presented in accordance with generally accepted accounting principles in the United States (“GAAP”).

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Non-GAAP Financial Measures

Adjusted EBITDA, Adjusted EBITDA ex lease bonus and cash available for distribution are non-GAAP supplemental financial measures used by our management and by external users of our financial statements such as investors, research analysts and others to assess the financial performance of our assets and their ability to sustain dividends over the long term without regard to financing methods, capital structure or historical cost basis.

We and Bounty LLC define Adjusted EBITDA as net income (loss) before interest expense, taxes and depreciation, depletion and amortization, less other income, gain or loss on sale of oil and gas properties, stock-based compensation expense and adjusted for certain other non-cash items. We and Bounty LLC define Adjusted EBITDA ex lease bonus as Adjusted EBITDA further adjusted to eliminate the impacts of lease bonus revenue we receive due to the unpredictability of timing and magnitude of the revenue. We and Bounty LLC define cash available for distribution as Adjusted EBITDA ex lease bonus less interest expense and cash taxes.

Adjusted EBITDA, Adjusted EBITDA ex lease bonus and cash available for distribution do not represent and should not be considered alternatives to, or more meaningful than, net income, income from operations, cash flows from operating activities or any other measure of financial performance presented in accordance with GAAP as measures of our financial performance. Adjusted EBITDA, Adjusted EBITDA ex lease bonus and cash available for distribution have important limitations as analytical tools because they exclude some but not all items that affect net income, the most directly comparable GAAP financial measure. Our and Bounty LLC’s computation of Adjusted EBITDA, Adjusted EBITDA ex lease bonus and cash available for distribution may differ from computations of similarly titled measures of other companies.

The following table presents a reconciliation of Adjusted EBITDA, Adjusted EBITDA ex lease bonus and cash available for distribution to the most directly comparable GAAP financial measure for the periods indicated.

	Predecessor Historical								Bounty Minerals Pro Forma
	Nine Months Ended September 30,				Year Ended December 31,				Nine Months Ended September 30,	Year Ended December 31,
	2022		2021		2021		2020		2022	2021
									(unaudited)
	(in thousands)
Reconciliation of Adjusted EBITDA, Adjusted EBITDA ex lease bonus and cash available for distribution to net income:
Net income	$	77,826	$	23,535	$	44,998	$	5,936	$	$
Add:
Interest expense		—		—		—		57
Taxes		—		—		—		—
Depreciation and depletion		9,295		11,200		12,788		11,692
Loss on sale of oil and gas properties		4,072		—		—		—
Other non-cash items (1)		2		142		142		—

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	Predecessor Historical								Bounty Minerals Pro Forma
	Nine Months Ended September 30,				Year Ended December 31,				Nine Months Ended September 30,	Year Ended December 31,
	2022		2021		2021		2020		2022	2021
									(unaudited)
	(in thousands)
Less:
Other income, net		1,136		1		2		175
Gain on sale of oil and gas properties		—		—		—		—
Stock-based compensation expense		—		—		—		—
Adjusted EBITDA	$	90,060	$	34,876	$	57,926	$	17,511	$	$
Less:
Cash lease bonus		20,471		2,377		3,791		3,024
Adjusted EBITDA ex lease bonus	$	69,590	$	32,500	$	54,135	$	14,487	$	$
Less:
Interest expense		—		—		—		57
Cash Taxes		—		—		—		—
Cash available for distribution	$	69,590	$	32,500	$	54,135	$	14,430	$	$

(1) Includes a contingent liability for title disputes and the non-cash portion of lease bonus income paid as mineral interests in 2021. See Note 4—Acquisitions to our consolidated financial statements for the years ended December 31, 2021 and 2020 included elsewhere in this prospectus. Includes non-cash rent expense in 2022.

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Summary Reserve Data

The following table sets forth estimates of our net proved, probable and possible natural gas, NGLs and oil reserves as of June 30, 2022 and December 31, 2021 based on reserve reports prepared by CG&A. The reserve reports were prepared in accordance with the rules and regulations of the SEC. You should refer to “Risk Factors,” “Business—Natural Gas, NGLs and Oil Data—Proved, Probable and Possible Reserves,” “Business—Natural Gas, NGLs and Oil Production Prices and Costs—Production and Price History,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and notes thereto included herein in evaluating the material presented below. The following table provides our estimated proved, probable and possible reserves as of June 30, 2022 and December 31, 2021 using the provisions of the SEC rule regarding reserve estimation regarding a historical twelve-month pricing average applied prospectively.

	June 30, 2022 (1)		December 31, 2021 (2)
Estimated proved developed reserves:
Natural gas (MMcf)		81,833		81,961
NGLs (MBbls)		3,960		3,875
Oil (MBbls)		441		490
Total (MMcfe) (3)		108,238		108,151
Estimated proved undeveloped reserves:
Natural gas (MMcf)		67,831		71,786
NGLs (MBbls)		3,006		1,894
Oil (MBbls)		364		374
Total (MMcfe) (3)		88,050		85,394
Estimated proved reserves:
Natural gas (MMcf)		149,665		153,746
NGLs (MBbls)		6,966		5,769
Oil (MBbls)		805		863
Total (MMcfe) (3)		196,288		193,538
Estimated probable reserves (4):
Natural gas (MMcf)		413,699		390,431
NGLs (MBbls)		14,282		14,417
Oil (MBbls)		2,394		2,209
Total (MMcfe) (3)		513,757		490,187
Estimated possible reserves (4):
Natural gas (MMcf)		224,989		242,490
NGLs (MBbls)		5,791		6,379
Oil (MBbls)		731		706
Total (MMcfe) (3)		264,122		285,000
Natural Gas and Oil Prices:
Natural gas—Henry Hub spot price per MMBtu	$	5.13	$	3.598
Oil—WTI posted price per Bbl	$	85.78	$	66.56

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(1) Our estimated net proved, probable and possible reserves were determined using average first-day-of-the-month prices for the prior 12 months in accordance with SEC guidance. For gas volumes, the average Henry Hub spot price of $5.134 per MMBtu as of June 30, 2022 was adjusted for local basis differential, treating cost, transportation, gas shrinkage and gas heating value (BTU content). For NGLs and oil volumes, the average West Texas Intermediate posted price of $85.78 per barrel as of June 30, 2022 was adjusted for local basis differential, treating cost, transportation and/or crude quality and gravity corrections. All economic factors were held constant throughout the lives of the properties in accordance with SEC guidelines. The average adjusted product prices weighted by production over the remaining lives of the proved properties were $4.685 per Mcf of gas, $35.58 per barrel of NGLs and $77.00 per barrel of oil as of June 30, 2022.

(2) Our estimated net proved, probable and possible reserves were determined using average first-day-of-the-month prices for the prior 12 months in accordance with SEC guidance. For gas volumes, the average Henry Hub spot price of $3.598 per MMBtu as of December 31, 2021 was adjusted for local basis differential, treating cost, transportation, gas shrinkage and gas heating value (BTU content). For NGLs and oil volumes, the average West Texas Intermediate posted price of $66.56 per barrel as of December 31, 2021 was adjusted for local basis differential, treating cost, transportation and/or crude quality and gravity corrections. All economic factors were held constant throughout the lives of the properties in accordance with SEC guidelines. The average adjusted product prices weighted by production over the remaining lives of the proved properties were $2.71 per Mcf of gas, $23.84 per barrel of NGLs and $55.19 per barrel of oil as of December 31, 2021.

(3) We present our total production on an Mcfe basis, calculated at the rate of one barrel per six Mcf based upon the relative energy content. This is an energy content correlation and does not reflect the price or value relationship between oil and natural gas.

(4) All of our estimated probable and possible reserves are classified as undeveloped. Please see “Business—Natural Gas, NGLs and Oil Data—Proved, Probable and Possible Reserves—Estimation of Possible Reserves” for a description of the uncertainties associated with, and the inherently imprecise nature of, our estimated probable and possible reserves.

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RISK FACTORS

Investing in our Class A common stock involves risks. You should carefully consider the information in this prospectus, including the matters addressed under “Cautionary Statement Regarding Forward-Looking Statements,” and the following risks before making an investment decision. The trading price of our Class A common stock could decline due to any of these risks, and you may lose all or part of your investment.

Risks Related to Our Business

A substantial majority of our revenues are derived from royalty payments that are based on the price at which natural gas, NGLs and oil produced from the acreage underlying our interests are sold. Prices of natural gas, NGLs and oil are volatile due to factors beyond our control. A substantial or extended decline in commodity prices may adversely affect our business, financial condition, results of operations and cash flows.

Our revenues, operating results, cash available for distribution and the carrying value of our mineral interests depend significantly upon the prevailing prices for natural gas, NGLs and oil. Historically, natural gas, NGLs and oil prices and their applicable basis differentials have been volatile and are subject to fluctuations in response to changes in supply and demand, market uncertainty and a variety of additional factors that are beyond our control, including:

• general market conditions, including fluctuations in commodity prices and macroeconomic trends;

• the domestic and worldwide supply of and demand for natural gas, NGLs and oil;

• the level of prices and market expectations about future prices of natural gas, NGLs and oil;

• the level of global natural gas, NGLs and oil exploration and production;

• the cost of exploring for, developing, producing and delivering natural gas, NGLs and oil;

• the price and quantity of foreign imports and U.S. exports of natural gas, NGLs and oil;

• the level of U.S. domestic production;

• changes in U.S. energy policy;

• political and economic conditions in natural gas, NGLs and oil producing regions, including the Middle East, Africa, South America and Russia;

• global or national health concerns, including the outbreak of an illness pandemic (like COVID-19), which may reduce demand for natural gas, NGLs and oil due to reduced global or national economic activity;

• the ability of members of the Organization of Petroleum Exporting Countries and other oil exporting nations to agree to and maintain price and production controls;

• the ability of Iran and Russia to increase the export of oil and natural gas upon the relaxation of international sanctions;

• speculative trading in natural gas, NGLs and oil derivative contracts;

• the level of consumer product demand;

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• weather conditions and other natural disasters, such as flooding and winter storms, the frequency and impact of which could be increased by the effects of climate change;

• risks associated with operating drilling rights;

• technological advances affecting energy consumption, energy storage and energy supply;

• domestic and foreign governmental regulations and taxes;

• the continued threat of terrorism and the impact of military and other action, including the military conflict in Ukraine and economic sanctions such as those imposed by the U.S. on oil and natural gas exports from Iran and Russia;

• the proximity, cost, availability and capacity of natural gas, NGLs and oil pipelines and other transportation facilities;

• the price and availability of alternative fuels; and

• overall domestic and global economic conditions.

These factors and the volatility of the energy markets make it extremely difficult to predict future natural gas, NGLs and oil price movements with any certainty. For example, during the past five years, the Henry Hub spot market price for natural gas has ranged from a low of $1.33 per MMBtu in September 2020 to a high of $23.86 per MMBtu in February 2021. In addition, the market price for natural gas historically fluctuates between producing basins relative to NYMEX Henry Hub. Because our production and reserves predominantly consist of natural gas (approximately 76% of our production for the nine months ended September 30, 2022, and 81% of our 3P reserves as of June 30, 2022), changes in natural gas prices have significantly greater impact on our financial results than oil prices. NGLs are made up of ethane, propane, isobutane, normal butane and natural gasoline, all of which have different uses and different pricing characteristics, which adds further volatility to the pricing of NGLs.

Any substantial decline in the price of natural gas, NGLs and oil or prolonged period of low commodity prices will materially adversely affect our business, financial condition, results of operations and cash flows. In addition, natural gas, NGLs and oil prices may reduce the amount of natural gas, NGLs and oil that can be produced economically by our operators, which may reduce our operators’ willingness to develop our properties. This may result in our having to make substantial downward adjustments to our estimated proved, probable and possible reserves, which could negatively impact our ability to fund our operations. If this occurs or if production estimates change or exploration or development results deteriorate, the successful efforts method of accounting principles may require us to write down, as a non-cash charge to earnings, the carrying value of our natural gas and oil properties. Our operators could also determine during periods of low commodity prices to shut in or curtail production from wells on our properties. In addition, they could determine during periods of low commodity prices to plug and abandon marginal wells that otherwise may have been allowed to continue to produce for a longer period under conditions of higher prices. Specifically, they may abandon any well if they reasonably believe that the well can no longer produce natural gas, NGLs or oil in commercially paying quantities. We may choose to use various derivative instruments in the future in connection with anticipated natural gas, NGLs and oil sales to minimize the impact of commodity price fluctuations. However, we cannot hedge the entire exposure of our operations from commodity price volatility. To the extent we do not hedge against commodity price volatility, or our hedges are not effective, our results of operations and financial position may be diminished.

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All of our properties are located in the Appalachian Basin, making us vulnerable to risks associated with operating in a single geographic area.

All of our properties are located in the Appalachian Basin in West Virginia, Pennsylvania and Ohio. As a result of this concentration, we may be disproportionately exposed to the impact of regional supply and demand factors, delays or interruptions of production from wells in this area caused by, and costs associated with, governmental regulation, political activities, processing or transportation capacity constraints, availability of equipment, facilities, personnel or services market limitations, natural disasters, adverse weather conditions, including water shortages or drought related conditions, plant closures for scheduled maintenance or interruption of the processing or transportation of natural gas, NGLs and oil. In addition, the effect of fluctuations on supply and demand may become more pronounced within specific geographic natural gas producing areas such as the Appalachian Basin, which may cause these conditions to occur with greater frequency or magnify the effects of these conditions. Due to the concentrated nature of our portfolio of properties, a number of our properties could experience any of the same conditions at the same time, resulting in a relatively greater impact on our results of operations than they might have on other companies that have a more diversified portfolio of properties. Such delays or interruptions could have a material adverse effect on our financial condition and results of operations.

If any operators of our properties suspend our right to receive royalty payments due to title or other issues, our business, financial condition, results of operations and cash flows may be adversely affected.

We depend in part on acquisitions to grow our reserves, production and cash generated from operations. In connection with these acquisitions, record title to mineral interests are conveyed to us or our subsidiaries by asset assignment, and we or our subsidiaries become the record owner of these interests. Upon such a change in ownership of mineral interests, and at regular intervals pursuant to routine audit procedures at each of our operators otherwise at its discretion, the operator of the underlying property has the right to investigate and verify the title and ownership of mineral interests with respect to the properties it operates. If any title or ownership issues are not resolved to its reasonable satisfaction in accordance with customary industry standards, the operator may suspend payment of the related royalty. If an operator of our properties is not satisfied with the documentation we provide to validate our ownership, it may place our royalty payment in suspense until such issues are resolved, at which time we would receive in full the payments that would have been made during the suspension period, without interest. Certain of our operators impose significant documentation requirements for title transfer and may keep royalty payments in suspense for significant periods of time. During the time that an operator puts our assets in pay suspense, we would not receive the applicable mineral or royalty payment owed to us from sales of the underlying natural gas, NGLs or oil related to such mineral interest.

Title to the properties in which we have an interest may be impaired by title defects.

We are not required to, and under certain circumstances we may elect not to, incur the expense of retaining lawyers to examine the title to our royalty and mineral interests. In such cases, we would rely upon the judgment of oil and gas lease brokers or landmen who perform the fieldwork in examining records in the appropriate governmental office before acquiring a specific royalty or mineral interest. Leases in the Appalachian Basin, and particularly leases involving oil and gas properties, are particularly vulnerable to title deficiencies due to the long history of land ownership in the area, resulting in extensive and complex chains of title. The existence of a material title deficiency can render an interest worthless and can materially adversely affect our business results of operations, financial condition and cash flows. No assurance can be given that we will not suffer a monetary loss from title defects or title failure.

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We may experience delays in the payment of royalties and be unable to replace operators that do not make required royalty payments.

We may experience delays in receiving royalty payments from our operators, including as a result of delayed division orders received by our operators. A failure on the part of the operators to make royalty payments typically gives us the right to terminate the lease, repossess the property and enforce payment obligations under the lease. If we repossessed any of our properties, we would seek a replacement operator. However, we might not be able to find a replacement operator and, if we did, we might not be able to enter into a new lease on favorable terms within a reasonable period of time.

We depend on various unaffiliated operators for all of the exploration, development and production on the properties underlying our mineral interests. A significant amount of our revenue is derived from royalty payments and lease bonus payments made by these operators. A reduction in the expected number of wells to be drilled on our acreage by these operators or the failure of our operators to adequately and efficiently develop and operate the wells on our acreage could have an adverse effect on our results of operations and cash flows.

Our assets consist of mineral interests. Because we depend on third-party operators for all of the exploration, development and production on our properties, we have little to no control over the operations related to our properties. For example, we cannot control whether an operator chooses to develop a property or the success of drilling and development activities of the properties which depend on a number of factors under the control of a third-party operator, including such operator’s determinations with respect to, among other things, the nature and timing of drilling and operational activities, the timing and amount of capital expenditures and the selection of suitable technology. When we evaluate acquisition opportunities and the likelihood of the successful and complete development of our properties, we consider which companies we expect to operate our properties. Historically, many of our properties have been operated by active, well-capitalized operators that have expressed their intent to execute multi-year development programs. There is no guarantee, however, that such operators will become or remain the operators on our properties or that their development plans will not change. For the nine months ended September 30, 2022, we received revenue from more than 88 operators, four of which accounted for more than 50% of such revenues. The failure of our operators to adequately or efficiently perform operations or an operator’s failure to act in ways that are in our best interests could reduce production and revenues. In particular, partly in response to the significant decrease in prices for gas in 2020, many of our operators substantially reduced their planned development activities and capital expenditures in late 2020 and early 2021. The number of new wells drilled in many of our focus areas decreased in early 2021, and such slower development pace may occur again in the future. Additionally, certain investors of many oil and gas operators have requested operators adopt initiatives to return capital to investors, which could also reduce the capital available to our operators for investment in exploration, development and production activities. Our operators may further reduce capital expenditures devoted to exploration, development and production on our properties in the future, which could negatively impact revenues we receive.

If production on our acreage interests decreases due to decreased development activities, as a result of a low commodity price environment, limited availability of development capital, an increase in the capital costs required for drilling activities by our operators, production-related difficulties or otherwise, our results of operations may be adversely affected. Our operators are often not obligated to undertake any development activities other than those required to maintain their leases on our acreage. In the absence of a specific contractual obligation, any development and production activities will be subject to their reasonable discretion (subject to certain implied obligations to develop imposed by the laws of some states). Our operators could determine to drill

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and complete fewer wells on our acreage than is currently expected. The success and timing of drilling and development activities on our properties, and whether the operators elect to drill any additional wells on our acreage, depends on a number of factors that are largely outside of our control, including:

• the capital costs required for drilling activities by our operators, which could be significantly more than anticipated;

• the ability of our operators to access capital;

• prevailing commodity prices;

• the availability of suitable drilling equipment, production and transportation infrastructure and qualified operating personnel;

• the availability of storage for hydrocarbons,

• the operators’ expertise, operating efficiency and financial resources;

• approval of other participants in drilling wells;

• the operators’ expected return on investment in wells drilled on our acreage as compared to opportunities in other areas;

• the selection of technology;

• the selection of counterparties for the marketing and sale of production; and

• the rate of production of the reserves.

The operators may elect not to undertake development activities, or may undertake these activities in an unanticipated fashion, which may result in significant fluctuations in our results of operations and cash flows. Sustained reductions in production by the operators on our properties may also adversely affect our results of operations and cash flows. Additionally, if an operator were to experience financial difficulty, the operator might not be able to pay its royalty payments or continue its operations, which could have a material adverse impact on our cash flows.

Any acquisitions of additional mineral and royalty interests that we complete will be subject to substantial risks.

Even if we make acquisitions that we believe will increase our cash generated from operations, these acquisitions may nevertheless result in a decrease in our cash flows. Any acquisition involves potential risks, including, among other things:

• the validity of our assumptions about estimated proved, probable and possible reserves, future production and volume and timing of future production, prices, revenues, capital expenditures, the operating expenses and costs our operators would incur to develop the minerals;

• a decrease in our liquidity by using a significant portion of our cash generated from operations or incurring debt to finance acquisitions;

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• a significant increase in our interest expense or financial leverage if we incur debt to finance acquisitions;

• the assumption of unknown liabilities, losses or costs for which we are not indemnified or for which any indemnity we receive is inadequate;

• mistaken assumptions about the overall cost of equity or debt;

• our inability to obtain satisfactory title to the assets we acquire;

• an inability to hire, train or retain qualified personnel to manage and operate our growing business and assets; and

• the occurrence of other significant changes, such as impairment of natural gas and oil properties, goodwill or other intangible assets, asset devaluation or restructuring charges.

Our operators’ identified potential drilling locations are susceptible to uncertainties that could materially alter the occurrence or timing of their drilling.

The ability of our operators to drill and develop identified potential drilling locations depends on a number of uncertainties, including the availability of capital, construction of and limitations on access to infrastructure, inclement weather, regulatory changes and approvals, natural gas, NGLs and oil prices, costs, drilling results and the availability of water. Further, our operators’ identified potential drilling locations are in various stages of evaluation, ranging from locations that are ready to drill to locations that will require substantial additional interpretation. The use of technologies and the study of producing fields in the same area will not enable our operators to know conclusively prior to drilling whether natural gas, NGLs or oil will be present or, if present, whether natural gas, NGLs or oil will be present in sufficient quantities to be economically viable. Even if sufficient amounts of natural gas or oil exist, our operators may damage the potentially productive hydrocarbon-bearing formation or experience mechanical difficulties while drilling or completing the well, possibly resulting in a reduction in production from the well or abandonment of the well. If our operators drill additional wells that they identify as dry holes in current and future drilling locations, their drilling success rate may decline and materially harm their business as well as ours.

There is no guarantee that the conclusions our operators draw from available data from the wells on our acreage, more fully explored locations or producing fields will be applicable to their drilling locations. Further, initial production rates reported by our or other operators in the areas in which our reserves are located may not be indicative of future or long-term production rates. Additionally, actual production from wells may be less than expected. Because of these uncertainties, we do not know if the potential drilling locations our operators have identified will ever be drilled or if our operators will be able to produce natural gas, NGLs or oil from these or any other potential drilling locations. As such, the actual drilling activities of our operators may materially differ from those presently identified, which could adversely affect our business, results of operation and cash flows.

Finally, the potential drilling locations we have identified are based on the geologic and other data available to us and our interpretation of such data. As a result, our operators may have reached different conclusions about the potential drilling locations on our properties, and our operators control the ultimate decision as to where and when a well is drilled.

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We rely on our operators, third parties and government databases for information regarding our assets and, to the extent that information is incorrect, incomplete or lost, our financial and operational information and projections may be incorrect.

As an owner of mineral interests, we rely on the operators of our properties to notify us of information regarding production on our properties in a timely and complete manner, as well as the accuracy of information obtained from third parties and government databases. We use this information to evaluate our operations and cash flows, as well as to predict our expected production and possible future locations. To the extent we do not timely receive this information or the information is incomplete or incorrect, our results may be incorrect and our ability to project potential growth may be materially adversely affected. Furthermore, to the extent we have to update any publicly disclosed results or projections made in reliance on this incorrect or incomplete information, investors could lose confidence in our reported financial information, which would likely have a negative effect on the trading price of our Class A common stock. If any of such third-party or government databases or systems were to fail for any reason, including as a result of a cyber-attack, possible consequences include loss of communication links and inability to automatically process commercial transactions or engage in similar automated or computerized business activities. Any of the foregoing consequences could material adversely affect our business.

Acquisitions and our operators’ development of our leases will require substantial capital, and we and our operators may be unable to obtain needed capital or financing on satisfactory terms or at all.

The natural gas and oil industry is capital intensive. We make and may continue to make substantial capital expenditures in connection with the acquisition of mineral and royalty interests. To date, we have financed capital expenditures with funding from capital contributions and cash generated by operations.

In the future, we may need capital in excess of the amounts we retain in our business. Furthermore, we cannot assure you that we will be able to access other external capital on terms favorable to us or at all. For example, our ability to secure financing in the capital markets on terms favorable to us may be adversely impacted. Additionally, our ability to secure financing or access the capital markets could be adversely affected if financial institutions and institutional lenders elect not to provide funding for fossil fuel energy companies in connection with the adoption of sustainable lending initiatives or are required to adopt policies that have the effect of reducing the funding available to the fossil fuel sector. If we are unable to fund our capital requirements, we may be unable to complete acquisitions, take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on our results of operation and free cash flow.

Most of our operators are also dependent on the availability of external debt, equity financing sources and operating cash flows to maintain their drilling programs. If those financing sources are not available to the operators on favorable terms or at all, then we expect the development of our properties to be adversely affected. If the development of our properties is adversely affected, then revenues from our mineral interests may decline.

Our reserves may not ultimately be developed or produced by the operators of our properties or may take longer to develop than anticipated.

As of June 30, 2022, only 108,238 MMcfe of our total estimated reserves were proved developed reserves. The remaining 88,050 MMcfe, 513,757 MMcfe and 264,122 MMcfe of our total estimated reserves were PUDs, probable undeveloped reserves and possible undeveloped reserves,

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respectively, and may not be ultimately developed or produced by the operators of our properties. Recovery of undeveloped reserves requires significant capital expenditures and successful drilling operations by the operators of our properties. The reserve data included in the reserve report of our independent petroleum engineer assume that substantial capital expenditures by the operators of our properties are required to develop such reserves. We use publicly available information to assess the estimated costs of development of these reserves and the scheduled development plans of our operators. We cannot be certain that the estimated costs of the development of these reserves are accurate, that our operators will develop the properties underlying our royalties as scheduled or that the results of such development will be as estimated. The development of such reserves may take longer as a result of a variety of factors, including, for example, unexpected drilling conditions, lack of proximity to and shortage of capacity of transportation facilities, equipment failures or accidents and shortages or delays in the availability of drilling rigs, equipment, personnel and services and compliance with governmental requirements, and may require higher levels of capital expenditures from the operators than we anticipate. Delays in the development of our reserves, increases in costs to drill and develop such reserves or decreases or continued volatility in commodity prices will reduce the future net revenues of our estimated undeveloped reserves and may result in some projects becoming uneconomical for the operators of our properties. In addition, delays in the development of reserves could force us to reclassify certain of our proved reserves as undeveloped reserves.

SEC rules could limit our ability to book additional proved undeveloped reserves in the future.

SEC rules require that, subject to limited exceptions, proved undeveloped reserves may only be booked if they relate to wells scheduled to be drilled within five years after the date of booking. This requirement has limited and may continue to limit our ability to book additional proved undeveloped reserves as our operators pursue their drilling programs. Moreover, we may be required to write-down our proved undeveloped reserves if those wells are not drilled within the required five-year timeframe. Furthermore, we make our determinations about their estimated drilling schedules from any development provisions in the relevant lease agreement and the historical drilling activity, rig locations, production data and permit trends, as well as investor presentations and other public statements of the operators of our properties. Although we believe that our approach in making such determinations is conservative, the accuracy of any such determination is inherently uncertain and subject to a number of assumptions and factors outside of our control. A reduction in the expected number of wells to be drilled on our acreage by our operators or the failure of our operators to adequately and efficiently develop and operate our acreage could have an adverse effect on our results of operations. In particular, partly in response to the significant decrease in prices for oil in 2020, many of our operators substantially reduced their development activities and capital expenditures in 2021. The number of new wells drilled in many of our focus areas decreased in 2021, and such slower development pace may occur again in the future. Any significant variance between our estimates and the actual drilling schedules of our operators may require us to write-down our proved undeveloped reserves.

The widespread outbreak of an illness, pandemic (like COVID-19) or any other public health crisis may have material adverse effects on our business, financial position, results of operations and/or cash flows.

We face risks related to the outbreak of illness, pandemics and public health crises, including the COVID-19 pandemic. The effects of the COVID-19 pandemic, including travel bans, prohibitions on group events and gatherings, shutdowns of certain businesses, curfews, shelter-in-place orders and recommendations to practice social distancing in addition to other actions taken by both businesses and governments, resulted in a significant and swift reduction in international and U.S. economic activity.

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Since the beginning of 2021, the distribution of COVID-19 vaccines progressed and many government-imposed restrictions were relaxed or rescinded. However, we continue to monitor the effects of the pandemic on our operations. As a result of the ongoing COVID-19 pandemic, our operations, and those of our operators, have and may continue to experience delays or disruptions and temporary suspensions of operations. In addition, our results of operations and financial condition have been and may continue to be adversely affected by the ongoing COVID-19 pandemic.

The extent to which our operating and financial results are affected by COVID-19 will depend on various factors and consequences beyond our control, such as the emergence of more contagious and harmful variants of the COVID-19 virus, the duration and scope of the pandemic, additional actions by businesses and governments in response to the pandemic, and the speed and effectiveness of responses to combat the virus. COVID-19, and the volatile regional and global economic conditions stemming from the pandemic, could also aggravate the other risk factors that we identify herein. While the effects of the COVID-19 pandemic have lessened recently in the United States, we cannot predict the duration or future effects of the pandemic, or more contagious and harmful variants of the COVID-19 virus, and such effects may materially adversely affect our results of operations and financial condition in a manner that is not currently known to us or that we do not currently consider to present significant risks to our operations.

Inflation could adversely impact our operators’ ability to control costs, including their operating expenses and capital costs.

Although inflation in the United States has been relatively low in recent years, it rose significantly beginning in the second half of 2021. This is primarily believed to be the result of the economic impact from global armed conflict and the COVID-19 pandemic, including the effects of global supply chain disruptions, strong economic recovery and associated widespread demands for goods and government stimulus packages, among other factors. Global, industry-wide supply chain disruptions caused by the armed conflict involving Russia and Ukraine and the COVID-19 pandemic have resulted in shortages in labor, materials and services. Such shortages have resulted in inflationary cost increases for labor, materials and services and could continue to cause costs to increase as well as scarcity of certain products and raw materials. To the extent elevated inflation remains, our operators may experience further cost increases for their labor and operations, including oilfield services and equipment. An increase in natural gas and oil prices may cause the costs of materials and services to rise. We cannot predict any future trends in the rate of inflation and a significant increase in inflation, to the extent our operators are unable to recover higher costs through higher commodity prices and revenues or otherwise mitigate the impact of such costs on their business, would negatively impact our operators’ business, financial condition and results of operations.

We do not currently have in place, nor do we plan to enter into in the near future, hedging arrangements with respect to the natural gas, NGLs and oil production from our properties, and we will be exposed to the impact of decreases in the price of natural gas, NGLs and oil.

We do not currently have in place, nor do plan to enter into, hedging arrangements to establish, in advance, a price for the sale of the natural gas, NGLs and oil produced from our properties. As a result, although we may realize the benefit of any short-term increase in the price of natural gas, NGLs and oil, we will not be protected against decreases in the price or prolonged periods of low commodity prices, which, in combination with substantially all of our properties being located solely in the Appalachian Basin, could materially adversely affect our business, results of operation and cash available for distribution. If we enter into hedging arrangements in the future, it may limit our ability to realize the benefit of rising prices and may result in hedging losses.

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Our estimated reserves are based on many assumptions that may turn out to be inaccurate. Any material inaccuracies in these reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves.

It is not possible to measure underground accumulation of natural gas, NGLs or oil in an exact way. Natural gas, NGLs and oil reserve engineering is not an exact science and requires subjective estimates of underground accumulations of natural gas, NGLs and oil and assumptions concerning future natural gas, NGLs and oil prices, production levels, ultimate recoveries and operating and development costs. As a result, estimated quantities of proved, probable and possible reserves, projections of future production rates and the timing of development expenditures may turn out to be incorrect. Estimates of our proved, probable and possible reserves and related valuations as of June 30, 2022, December 31, 2021 and 2020 were prepared by CG&A. CG&A, an independent petroleum engineering firm, conducted a detailed review of all of our properties for the period covered by its reserve report using information provided by us. Over time, we may make material changes to reserve estimates taking into account the results of actual drilling, testing and production and changes in prices. In estimating our reserves, we and our reserve engineers make certain assumptions that may prove to be incorrect, including assumptions regarding future oil and natural gas prices, production levels and operating and development costs. In addition, certain assumptions regarding future natural gas, NGLs and oil prices, production levels and operating and development costs may prove incorrect. A substantial portion of our reserve estimates are made without the benefit of a lengthy production history, which are less reliable than estimates based on a lengthy production history. Any significant variance from these assumptions to actual figures could greatly affect our estimates of reserves, the economically recoverable quantities of oil and natural gas attributable to any particular group of properties, the classifications of reserves based on risk of recovery and future cash generated from operations. Numerous changes over time to the assumptions on which our reserve estimates are based, as described above, often result in the actual quantities of natural gas, NGLs and oil that are ultimately recovered being different from our reserve estimates. Estimates of probable and possible reserves are inherently imprecise. Due to a variety of factors, probable and possible undeveloped reserves are less likely to be recovered then proved undeveloped reserves.

Furthermore, the present value of future net cash flows from our proved reserves is not necessarily the same as the current market value of our estimated reserves. In accordance with rules established by the SEC and the Financial Accounting Standards Board, we base the estimated discounted future net cash flows from our proved reserves on the twelve-month average oil and gas index prices, calculated as the unweighted arithmetic average for the first-day-of-the-month price for each month, and costs in effect on the date of the estimate, holding the prices and costs constant throughout the life of the properties. Actual future prices and costs may differ materially from those used in the present value estimate, and future net present value estimates using then current prices and costs may be significantly less than the current estimate. In addition, the 10% discount factor we use when calculating discounted future net cash flows may not be the most appropriate discount factor based on interest rates in effect from time to time and risks associated with us or the natural gas and oil industry in general.

We rely on a small number of key individuals whose absence or loss could adversely affect our business.

Many key responsibilities within our business have been assigned to a small number of individuals. We rely on members of our executive management team for their knowledge of natural gas and oil industry, relationships within the industry and experience in identifying, evaluating and completing acquisitions, especially in the Appalachian Basin. The loss of their services, and the inability to recruit or retain key personnel, could adversely affect our business. In

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particular, the loss of the services of one or more members of our executive team could disrupt our business. Further, we do not maintain “key person” life insurance policies on any of our executive team or other key personnel. As a result, we are not insured against any losses resulting from the death of these key individuals.

In addition, the success of our operations will depend, in part, on our ability to identify, attract, develop and retain experienced personnel. There is competition within our industry for experienced technical personnel and certain other professionals, which could increase the costs associated with identifying, attracting and retaining such personnel. Other companies may be able to offer better compensation packages to attract and retain qualified personnel than we are able to offer. If we cannot identify, attract, develop and retain our technical and professional personnel or attract additional experienced technical and professional personnel, our ability to compete in our industry could be harmed.

We utilize a small number of consultants to assist in the review and evaluation of our properties and potential acquisitions, and assist in our preparation of internal reserve estimates.

In connection with the operation of our business, we contract and engage a small number of consultants to assist with the review and evaluation of our properties, as well as potential properties pursuant to our acquisition strategy, and assist in our preparation of internal reserve estimates. In accordance with their duties, such consultants have access to publicly available data such as (i) historical operating data and estimates, including production volumes, marketing of products, operating and capital expenditures, environmental and other liabilities, effects of regulatory changes and the number of producing wells and acreage, (ii) geological data relating to reserves, as well as related projections regarding production, operating expenses and capital expenses used in connection with the preparation of the reserve report and (iii) forward-looking information and estimates relating to production and drilling plans. While we request material information from our consultants to conduct our operations, we do not control the preparation of this information and rely on our consultants to provide accurate and timely information. If we were to lose the services of any one of these consultants, we may be unable to replace them with other providers in a timely manner or on favorable terms, which could increase our costs, interrupt or delay our operations, and adversely affect our results of operations and financial position.

Our future success depends on replacing reserves through acquisitions and the exploration and development activities of our operators.

Producing natural gas and oil wells, and associated NGLs, are characterized by declining production rates that vary depending upon reservoir characteristics and other factors. Our natural gas, NGLs and oil reserves and our operators’ production thereof and our cash flows are highly dependent on the successful development and exploitation of our current reserves and our ability to successfully acquire additional reserves that are economically recoverable. Moreover, the production decline rates of our properties may be significantly higher than currently estimated if the wells on our properties do not produce as expected. We may also not be able to find, acquire or develop additional reserves to replace the current and future production of our properties at economically acceptable terms. Aside from acquisitions, we have little to no control over the exploration and development of our properties. Furthermore, acquiring natural gas, NGLs and oil properties requires us to assess reservoir and infrastructure characteristics, including recoverable reserves, development and operating costs and potential environmental and other liabilities. Such assessments are inexact and inherently uncertain. In connection with the assessments, we perform a review of the subject properties and facilities, including through third-party inspections, but such a review will not necessarily reveal all existing or potential problems and through such

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review we may not physically inspect every well or pipeline. If we are not able to adequately replace or grow our natural gas, NGLs and oil reserves, our business, financial condition and results of operations would be adversely affected.

Acreage must be drilled before lease expiration, generally within one to five years, in order to hold the acreage by production. Our operators’ failure to drill sufficient wells to hold acreage may result in the deferral of prospective drilling opportunities.

Leases on natural gas and oil properties typically have a term of one to five years, after which they expire unless, prior to expiration, production is established within the spacing units covering the undeveloped acres. In addition, even if production or drilling is established during such primary term, if production or drilling ceases on the leased property, the lease typically terminates, subject to certain exceptions.

Any reduction in our operators’ drilling programs, either through a reduction in capital expenditures or the unavailability of drilling rigs, could result in the expiration of existing leases. If the lease governing any of our mineral interests expires or terminates, all mineral rights revert back to us and we will have to seek new lessees to explore and develop such mineral interests and we may be unable to do so on as favorable terms or in a timely manner, which could materially and adversely affect the growth of our financial condition, results of operations and cash flows.

Operating hazards and uninsured risks may result in substantial losses to our operators, and any losses could adversely affect our results of operations and cash flows.

The operations of our operators will be subject to all of the hazards and operating risks associated with drilling for and production of natural gas, NGLs and oil, including the risk of fire, explosions, blowouts, surface cratering, uncontrollable flows of natural gas, NGLs and oil, and formation water, pipe or pipeline failures, abnormally pressured formations, casing collapses and environmental hazards such as NGLs and oil spills, natural gas leaks and ruptures or discharges of toxic gases. In addition, their operations will be subject to risks associated with hydraulic fracturing, including any mishandling, surface spillage or potential underground migration of fracturing fluids, including chemical additives. The occurrence of any of these events could result in substantial losses to our operators due to injury or loss of life, severe damage to or destruction of property, natural resources and equipment, pollution or other environmental damage, clean-up responsibilities, regulatory investigations and penalties, suspension of operations and repairs required to resume operations.

We and our operators are subject to cybersecurity attacks. A cyber incident could occur and result in information theft, data corruption, operational disruption and/or financial loss.

The oil and gas industry has become increasingly dependent on digital technologies to conduct certain processing activities. At the same time, cyber incidents, including deliberate attacks or unintentional events, have increased. The United States government has issued public warnings that indicate that energy assets might be specific targets of cybersecurity threats. For example, on April 29, 2021, Colonial Pipeline Co. suffered a cyber incident that resulted in fuel shortages across the east coast of the United States. We regularly enter into transactions directly with individual mineral and royalty interest owners, who may have less sophisticated electronic systems or networks and may be more vulnerable to cyber-attacks. Our technologies, systems and networks, and those of our operators, may become the target of cyber-attacks or information security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of proprietary and other information, or other disruption of business operations. In addition, certain cyber incidents, such as surveillance, may remain undetected for an extended period. Our systems for protecting against cybersecurity risks may not be sufficient. In addition,

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our efforts to monitor, mitigate and manage these evolving risks may result in increased capital and operating costs, but there can be no assurance that such efforts will be sufficient to prevent attacks or breaches from occurring. As cyber incidents continue to evolve, we may be required to expend additional resources to continue to modify or enhance our protective measures or to investigate and remediate any vulnerability to cyber incidents.

A terrorist attack or armed conflict could harm our business.

Terrorist activities, anti-terrorist activities and other armed conflicts involving the United States or other countries (including the armed conflict between Russia and Ukraine) may adversely affect the United States and global economies and could prevent us from meeting our financial and other obligations. If any of these events occur, the resulting political instability and societal disruption could reduce overall demand for natural gas, NGLs and oil, potentially putting downward pressure on demand for our operators’ services and causing a reduction in our revenues. Natural gas, NGLs and oil related facilities, including those of our operators, could be direct targets of terrorist attacks, and, if infrastructure integral to our operators is destroyed or damaged, they may experience a significant disruption in their operations. Any such disruption could materially adversely affect our financial condition, results of operations and cash flows. Costs for insurance and other security may increase as a result of these threats, and some insurance coverage may become more difficult to obtain, if available at all.

We may be involved in legal proceedings that could result in substantial liabilities.

Like many minerals companies, we may from time to time be involved in various legal and other proceedings, including without limitation title, royalty or contractual disputes, regulatory compliance matters and personal injury or property damage matters, in the ordinary course of our business. Such legal proceedings are inherently uncertain and their results cannot be predicted. Regardless of the outcome, such proceedings could have an adverse impact on us because of legal costs, diversion of management and other personnel and other factors. In addition, it is possible that a resolution of one or more such proceedings could result in liability, penalties or sanctions, as well as judgments, consent decrees or orders requiring a change in our business practices, which could materially and adversely affect our business, operating results and financial condition. Accruals for such liability, penalties or sanctions may be insufficient. Judgments and estimates to determine accruals or range of losses related to legal and other proceedings could change from one period to the next, and such changes could be material.

Risks Related to Our Industry

If commodity prices decrease to a level such that our future undiscounted cash flows from our properties are less than their carrying value, we may be required to take write-downs of the carrying values of our properties.

Accounting rules require that we periodically review the carrying value of our properties for possible impairment. Based on specific market factors and circumstances at the time of prospective impairment reviews, production data, economics and other factors, and the continuing evaluation of development plans, we may be required to write down the carrying value of our properties. The Company evaluates the carrying amount of its proved natural gas, NGLs and oil properties for impairment whenever events or changes in circumstances indicate that a property’s carrying amount may not be recoverable. If the carrying amount exceeds the estimated undiscounted future cash flows the Company would estimate the fair value of its properties and record an impairment charge for any excess of the carrying amount of the properties over the estimated fair value of the properties. Factors used to estimate fair value may include estimates of

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proved reserves, future commodity prices, future production estimates and a commensurate discount rate. Because estimated undiscounted future cash flows have exceeded the carrying value of the Company’s proved properties to date, it has not been necessary for the Company to estimate the fair value of its properties under GAAP for successful efforts accounting. As a result, the Company has not recorded any impairment expenses associated with its proved properties. The Company did not record any impairment during the nine months ended September 30, 2022, or for the year ended December 31, 2021. The risk that we will be required to recognize impairments of our natural gas, NGLs and oil properties increases during periods of low commodity prices. In addition, impairments would occur if we were to experience sufficient downward adjustments to our estimated proved reserves or the present value of estimated future net revenues. An impairment recognized in one period may not be reversed in a subsequent period. We may incur impairment charges in the future, which could materially adversely affect our results of operations for the periods in which such charges are taken.

The unavailability, high cost or shortages of rigs, equipment, raw materials, supplies or personnel may restrict or result in increased costs for our operators related to developing and operating our properties.

The natural gas and oil industry is cyclical, which can result in shortages of drilling rigs, equipment, raw materials (particularly water and sand and other proppants), supplies and personnel. When shortages occur, the costs and delivery times of rigs, equipment and supplies increase and demand for, and wage rates of, qualified drilling rig crews also rise with increases in demand. We cannot predict whether these conditions will exist in the future and, if so, what their timing and duration will be. In accordance with customary industry practice, our operators rely on independent third-party service providers to provide many of the services and equipment necessary to drill new wells. If our operators are unable to secure a sufficient number of drilling rigs at reasonable costs, our financial condition and results of operations could suffer. In addition, they may not have long-term contracts securing the use of their rigs. Shortages of drilling rigs, equipment, raw materials, supplies, personnel, trucking services, tubulars, hydraulic fracturing and completion services and production equipment could delay or restrict our operators’ exploration and development operations, which in turn could have a material adverse effect on our financial condition, results of operations and cash flows.

The marketability of natural gas, NGLs and oil production is dependent upon transportation, pipelines and refining facilities, which neither we nor many of our operators control. Any limitation in the availability of those facilities could interfere with our operators’ ability to market our operators’ production and could harm our business.

The marketability of our operators’ production depends in part on the availability, proximity and capacity of pipelines, tanker trucks and other transportation methods, and processing and refining facilities owned by third parties. Neither we nor the majority of our operators control these third-party transportation facilities and our operators’ access to them may be limited or denied. Insufficient production from the wells on our acreage or a significant disruption in the availability of third-party transportation facilities or other production facilities could adversely impact our operators’ ability to deliver, to market or produce natural gas, NGLs and oil and thereby cause a significant interruption in our operators’ operations. If they are unable, for any sustained period, to implement acceptable delivery or transportation arrangements or encounter production related difficulties, they may be required to shut in or curtail production. In addition, the amount of natural gas, NGLs or oil that can be produced and sold is subject to curtailment in certain other circumstances outside of our or our operators’ control, such as pipeline interruptions due to scheduled and unscheduled maintenance, excessive pressure, physical damage or lack of available capacity on these systems, downstream processing facilities’ failure to accept unprocessed natural

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gas, tanker truck availability and extreme weather conditions. Also, production from our wells may be insufficient to support the construction of pipeline facilities, and the shipment of our operators’ natural gas, NGLs and oil on third-party pipelines may be curtailed or delayed if it does not meet the quality specifications of the pipeline owners. The curtailments arising from these and similar circumstances may last from a few days to several months. In many cases, we and our operators are provided only with limited, if any, notice as to when these circumstances will arise and their duration. Any significant curtailment in gathering system or transportation, processing or refining-facility capacity, or an inability to obtain favorable terms for delivery of the natural gas, NGLs and oil produced from our acreage, could reduce our operators’ ability to market the production from our properties and have a material adverse effect on our financial condition, results of operations and cash flows. Our operators’ access to transportation options and the prices our operators receive can also be affected by federal and state regulation—including regulation of natural gas, NGLs and oil production, transportation and pipeline safety—as well by general economic conditions and changes in supply and demand. In addition, the third parties on whom our operators rely for transportation services are subject to complex federal, state, tribal and local laws that could adversely affect the cost, manner or feasibility of conducting our business.

Drilling for and producing natural gas, NGLs and oil are high-risk activities with many uncertainties that may materially adversely affect our business, financial condition, results of operations and cash flows.

The drilling activities of the operators of our properties will be subject to many risks. For example, we will not be able to assure our stockholders that wells drilled by the operators of our properties will be productive. Drilling for natural gas, NGLs and oil often involves unprofitable efforts, not only from dry wells but also from wells that are productive but do not produce sufficient natural gas, NGLs or oil to return a profit at then realized prices after deducting drilling, operating and other costs. The seismic data and other technologies used do not provide conclusive knowledge prior to drilling a well that natural gas, NGLs or oil are present or that it can be produced economically. The costs of exploration, exploitation and development activities are subject to numerous uncertainties beyond our control and increases in those costs can adversely affect the economics of a project. Further, our operators’ drilling and producing operations may be curtailed, delayed, canceled or otherwise negatively impacted as a result of other factors, including:

• unusual or unexpected geological formations;

• loss of drilling fluid circulation;

• title problems;

• facility or equipment malfunctions;

• unexpected operational events;

• shortages or delivery delays of equipment and services;

• compliance with environmental and other governmental requirements; and

• adverse weather conditions.

Any of these risks can cause substantial losses, including personal injury or loss of life, damage to or destruction of property, natural resources and equipment, pollution, environmental contamination or loss of wells and other regulatory penalties. In the event that planned operations,

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including the drilling of development wells, are delayed or cancelled, or existing wells or development wells have lower than anticipated production due to one or more of the factors above or for any other reason, our financial condition, results of operations and cash flows may be materially adversely affected.

Competition in the natural gas and oil industry is intense, which may adversely affect our and our operators’ ability to succeed.

The natural gas and oil industry is intensely competitive, and the operators of our properties compete with other companies that may have greater resources. Many of these companies explore for and produce natural gas, NGLs and oil, carry on midstream and refining operations, and market petroleum and other products on a regional, national or worldwide basis. In addition, these companies may have a greater ability to continue exploration activities during periods of low natural gas, NGLs and oil market prices. Our operators’ larger competitors may be able to absorb the burden of present and future federal, state, local and other laws and regulations more easily than our operators can, which would adversely affect our operators’ competitive position. Our operators may have fewer financial and human resources than many companies in our operators’ industry and may be at a disadvantage in bidding for exploratory prospects and producing oil and natural gas properties. Furthermore, the natural gas and oil industry has experienced recent consolidation amongst some operators, which has resulted in certain instances of combined companies with larger resources. Such combined companies may compete against our operators or, in the case of consolidation amongst our operators, may choose to focus their operations on areas outside of our properties. In addition, our ability to acquire additional properties and to discover reserves in the future will be dependent upon our ability to evaluate and select suitable properties and to consummate transactions in a highly competitive environment.

A deterioration in general economic, business, political or industry conditions would materially adversely affect our results of operations, financial condition and cash flows.

Concerns over global economic conditions, energy costs, geopolitical issues, including the conflict between Russia and Ukraine, the impacts of the COVID-19 pandemic, inflation, the availability and cost of credit and slow economic growth in the United States have contributed to economic uncertainty and diminished expectations for the global economy. Additionally, acts of protest and civil unrest have caused economic and political disruption in the United States. Meanwhile, continued hostilities in Europe and the Middle East and the occurrence or threat of terrorist attacks in the United States or other countries could adversely affect the economies of the United States and other countries. Concerns about global economic growth have had a significant adverse impact on global financial markets and commodity prices. For example, an oversupply of natural gas, NGLs or oil due to reduced demand as a result of slower global economic growth could lead to a severe decline in worldwide natural gas, NGLs and oil prices. If the economic climate in the United States or abroad deteriorates, worldwide demand for petroleum products could further diminish, which could impact the price at which natural gas, NGLs and oil from our properties are sold, affect the ability of our operators, customers and suppliers to continue operations and ultimately materially adversely impact our results of operations, financial condition and cash flows.

Conservation measures, technological advances, increased attention to ESG matters and continued negative investor sentiment toward natural gas and oil focused companies could materially reduce demand for natural gas, NGLs and oil, availability of capital and adversely affect our results of operations and the trading market for shares of our Class A common stock.

Fuel conservation measures, alternative fuel requirements, increasing consumer demand for alternatives to natural gas, NGLs and oil, technological advances in fuel economy and energy-

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generation devices could reduce demand for natural gas, NGLs and oil. The impact of the changing demand for natural gas, NGLs and oil services and products may have a material adverse effect on our business, financial condition, results of operations and cash flows.

It is also possible that the concerns about the production and use of fossil fuels will reduce the number of investors willing to own shares of our Class A common stock, adversely affecting the market price of our Class A common stock. For example, certain segments of the investor community have developed negative sentiment towards investing in our industry. Recent equity returns in the sector versus other industry sectors have led to lower oil and gas representation in certain key equity market indices. In addition, some investors, including investment advisors and certain sovereign wealth, pension funds, university endowments and family foundations, have stated policies to reduce or eliminate their investments in the oil and natural gas sector based on their social and environmental considerations. Certain other stakeholders have pressured commercial and investment banks to stop financing oil and natural gas and related infrastructure projects. If this negative sentiment continues, it may reduce the availability of capital funding for potential development projects, which could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

Additionally, to the extent ESG matters negatively impact our or our operators’ reputation, we or our operators may not be able to compete as effectively to recruit or retain employees, which may adversely affect our or our operators’ operations. ESG matters may also impact our or our operators’ suppliers and customers, which may ultimately have adverse impacts on our or our operators’ operations.

Failure of imported or exported liquid natural gas to be a competitive source of energy for the United States or international markets could adversely affect our operators and could materially and adversely affect our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

Operations of LNG projects are dependent upon the ability of our operators to deliver LNG supplies from the United States, which is primarily dependent upon LNG being a competitive source of energy internationally. The success of our business plan is dependent, in part, on the extent to which LNG can, for significant periods and in significant volumes, be supplied from North America and delivered to international markets at a lower cost than the cost of alternative energy sources. Through the use of improved exploration technologies, additional sources of natural gas may be discovered outside the United States, which could increase the available supply of natural gas outside the United States and could result in natural gas in those markets being available at a lower cost than LNG exported to those markets. Additionally, insufficient receiving capacity, LNG tanker capacity or political instability in foreign countries that import natural gas may also impede the willingness or ability of LNG purchasers and merchants in such countries to export LNG from the United States. In the United States, due mainly to a historically abundant supply of natural gas and discoveries of substantial quantities of unconventional, or shale, natural gas, imported LNG has not developed into a significant energy source. In addition to natural gas, LNG also competes with other sources of energy, including coal, oil, nuclear, hydroelectric, wind and solar energy. Some of these sources of energy may be available at a lower cost than LNG in certain markets.

As a result of these and other factors, LNG may not be a competitive source of energy in the United States or internationally. The failure of LNG to be a competitive supply alternative to local natural gas, oil and other alternative energy sources in markets accessible to our operators could adversely affect the ability of our operators to deliver LNG from the United States or to the United States on a commercial basis. Any significant impediment to the ability to deliver LNG to or from

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the United States generally could have a material adverse effect on our operators and on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

Risks Related to Environmental and Regulatory Matters

Natural gas, NGLs and oil operations are subject to various governmental laws and regulations. Compliance with these laws and regulations can be burdensome and expensive for our operators, and failure to comply could result in our operators incurring significant liabilities, either of which may impact our operators’ willingness to develop our interests.

Our operators’ activities on the properties in which we hold interests are subject to various federal, state and local governmental regulations that may change from time to time in response to economic and political conditions. Matters subject to regulation include drilling operations, production and distribution activities, discharges or releases of pollutants or wastes, plugging and abandonment of wells, maintenance and decommissioning of other facilities, the spacing of wells, unitization and pooling of properties and taxation. From time to time, regulatory agencies have imposed price controls and limitations on production by restricting the rate of flow of natural gas and oil wells below actual production capacity to conserve supplies of natural gas, NGLs and oil.

In addition, the production, handling, storage and transportation of natural gas, NGLs and oil, as well as the remediation, emission and disposal of natural gas, NGLs and oil wastes, by-products thereof and other substances and materials produced or used in connection with natural gas, NGLs and oil operations are subject to regulation under federal, state and local laws and regulations primarily relating to protection of worker health and safety, natural resources and the environment. Failure to comply with these laws and regulations may result in the assessment of sanctions on our operators, including administrative, civil or criminal penalties, permit revocations, requirements for additional pollution controls and injunctions limiting or prohibiting some or all of our operators’ operations on our properties. Moreover, these laws and regulations have generally imposed increasingly strict requirements related to water use and disposal, air pollution control, species protection, and waste management, among other matters.

Laws and regulations governing exploration and production may also affect production levels. Our operators must comply with federal and state laws and regulations governing conservation matters, including, but not limited to:

• provisions related to the unitization or pooling of the natural gas and oil properties;

• the establishment of maximum rates of production from wells;

• the spacing of wells;

• the plugging and abandonment of wells; and

• the removal of related production equipment.

Additionally, federal and state regulatory authorities may expand or alter applicable pipeline-safety laws and regulations. For example, in November 2021, the Pipeline and Hazardous Materials Safety Administration issued a final rule significantly expanding reporting and safety requirements for operators of gas gathering pipelines, including previously unregulated pipelines. Compliance with such regulations may require increased capital costs for third-party natural gas, NGLs and oil transporters. These transporters may attempt to pass on such costs to our operators, which in turn could affect profitability on the properties in which we own mineral interests.

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Our operators must also comply with laws and regulations prohibiting fraud and market manipulations in energy markets. To the extent the operators of our properties are shippers on interstate pipelines, they must comply with the tariffs of those pipelines and with federal policies related to the use of interstate capacity.

Our operators may be required to make significant expenditures to comply with the governmental laws and regulations described above and may be subject to potential fines and penalties if they are found to have violated these laws and regulations. We believe the trend of more expansive and stricter environmental legislation and regulations will continue. Please read “Business—Regulation of Environmental and Occupational Safety and Health Matters” for a description of the laws and regulations that affect our operators and that may affect us. These and other potential regulations could increase the operating costs of our operators and delay production and may ultimately impact our operators’ ability and willingness to develop our properties.

Federal and state legislative and regulatory initiatives relating to hydraulic fracturing could cause our operators to incur increased costs, additional operating restrictions or delays and fewer potential drilling locations.

Our operators engage in hydraulic fracturing. Hydraulic fracturing is a common practice that is used to stimulate production of hydrocarbons from tight formations, including shales. The process involves the injection of water, sand and chemicals under pressure into formations to fracture the surrounding rock and stimulate production. Currently, hydraulic fracturing is generally exempt from regulation under the Underground Injection Control program of the U.S. Safe Drinking Water Act (“SDWA”) and is typically regulated by state oil and gas commissions or similar agencies.

However, several federal agencies have asserted regulatory authority over certain aspects of the process. For example, in June 2016, the EPA published an effluent limit guideline final rule prohibiting the discharge of wastewater from onshore unconventional oil and gas extraction facilities to publicly owned wastewater treatment plants. Also, from time to time, legislation has been introduced, but not enacted, in Congress to provide for federal regulation of hydraulic fracturing and to require disclosure of the chemicals used in the hydraulic fracturing process. This or other federal legislation related to hydraulic fracturing may be considered again in the future, though we cannot predict the extent of any such legislation at this time.

Moreover, some states and local governments have adopted, and other governmental entities are considering adopting, regulations that could impose more stringent permitting, disclosure and well-construction requirements on hydraulic fracturing operations, including states in which our properties are located. States could also elect to prohibit high volume hydraulic fracturing altogether. In addition to state laws, local land use restrictions, such as city ordinances, may restrict drilling in general and/or hydraulic fracturing in particular.

Increased regulation and attention given to the hydraulic fracturing process, including the disposal of produced water gathered from drilling and production activities, could lead to greater opposition to, and litigation concerning, natural gas, NGLs and oil production activities using hydraulic fracturing techniques in areas where we own mineral interests. Additional legislation or regulation could also lead to operational delays or increased operating costs for our operators in the production of natural gas, NGLs and oil, including from the development of shale plays, or could make it more difficult for our operators to perform hydraulic fracturing. The adoption of any federal, state or local laws or the implementation of regulations regarding hydraulic fracturing

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could potentially cause a decrease in our operators’ completion of new natural gas and oil wells on our properties and an associated decrease in the production attributable to our interests, which could have a material adverse effect on our business, financial condition and results of operations.

Legislation or regulatory initiatives intended to address seismic activity could restrict our operators’ drilling and production activities, as well as our operators’ ability to dispose of produced water gathered from such activities, which could have a material adverse effect on their future business, which in turn could have a material adverse effect on our business.

State and federal regulatory agencies have recently focused on a possible connection between hydraulic fracturing related activities, particularly the underground injection of wastewater into disposal wells, and the increased occurrence of seismic activity, and regulatory agencies at all levels are continuing to study the possible linkage between oil and gas activity and induced seismicity.

In addition, a number of lawsuits have been filed alleging that disposal well operations have caused damage to neighboring properties or otherwise violated state and federal rules regulating waste disposal. In response to these concerns, regulators in some states are seeking to impose additional requirements, including requirements in the permitting of produced water disposal wells or otherwise to assess the relationship between seismicity and the use of such wells. If the permittee or an applicant of a disposal well permit fails to demonstrate that the produced water or other fluids are confined to the disposal zone or if scientific data indicates such a disposal well is likely to be or determined to be contributing to seismic activity, then the agency may deny, modify, suspend or terminate the permit application or existing operating permit for that well. In some instances, regulators may also order that disposal wells be shut in.

Our operators will likely dispose of large volumes of produced water gathered from its drilling and production operations by injecting it into wells pursuant to permits issued by governmental authorities overseeing such disposal activities. While these permits will be issued pursuant to existing laws and regulations, these legal requirements are subject to change, which could result in the imposition of more stringent operating constraints or new monitoring and reporting requirements, owing to, among other things, concerns of the public or governmental authorities regarding such gathering or disposal activities. The adoption and implementation of any new laws or regulations that restrict our operators’ ability to use hydraulic fracturing or dispose of produced water gathered from drilling and production activities by limiting volumes, disposal rates, disposal well locations or otherwise, or requiring them to shut down disposal wells, could have a material adverse effect on our business, financial condition and results of operations.

Restrictions on the ability of our operators to obtain water may have an adverse effect on our financial condition, results of operations and cash flows.

Water is an essential component of natural gas, NGLs and oil production during both the drilling and hydraulic fracturing processes. Over the past several years, parts of the country have experienced extreme drought conditions. As a result of this severe drought, some local water districts have begun restricting the use of water subject to their jurisdiction for hydraulic fracturing to protect local water supply. Such conditions may be exacerbated by climate change. If our operators are unable to obtain water to use in their operations from local sources, or if our operators are unable to effectively utilize flowback water, they may be unable to economically drill for or produce natural gas, NGLs and oil from our properties, which could have an adverse effect on our financial condition, results of operations and cash flows.

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A series of risks arising out of the threat of climate change could result in increased operating costs, limit the areas in which natural gas, NGLs and oil production may occur, and reduce demand for the natural gas, NGLs, and oil that our operators produce.

The threat of climate change continues to attract considerable attention in the United States and abroad. As a result, numerous proposals have been made and could continue to be made at the international, national, regional and state levels of government to monitor and limit existing emissions greenhouse gases (“GHGs”) as well as to restrict or eliminate such future emissions. These efforts have included consideration of cap-and-trade programs, carbon taxes, GHG reporting and tracking programs and regulations that directly limit GHG emissions from certain sources.

In recent years, the U.S. Congress has considered legislation to reduce emissions of GHGs, including methane, a primary component of natural gas, and carbon dioxide, a byproduct of the burning of natural gas. It presently appears unlikely that comprehensive climate legislation will be passed by either house of Congress in the near future, although energy legislation and other regulatory initiatives have been proposed that are relevant to GHG emissions issues. For example, the Inflation Reduction Act of 2022 (the “IRA”), which appropriates significant federal funding for renewable energy initiatives and, for the first time ever, imposes a fee on GHG emission from certain facilities, was signed into law in August 2022. The emissions fee and funding provisions of the law could increase operating costs within the oil and gas industry and accelerate the transitions away from fossil fuels, which could in turn adversely affect our business and results of operations. Moreover, President Biden has highlighted addressing climate change as a priority of his administration and has issued several Executive Orders addressing climate change. In addition, following the U.S. Supreme Court finding that GHGs constitute a pollutant under the Clean Air Act (the “CAA”), the EPA has adopted regulations that, among other things, establish construction and operating permit reviews for GHG emissions from certain large stationary sources, require the monitoring and annual reporting of GHG emissions from certain petroleum and natural gas system sources in the United States, and together with the United States Department of Transportation (“DOT”), implement GHG emissions limits on vehicles manufactured for operation in the United States. The EPA has also proposed rules in November 2021 and November 2022 intended to reduce methane emissions from new and existing oil and gas sources.

In September 2020, the Trump Administration revised prior regulations to rescind certain methane standards and remove the transmission and storage segments from the source category for certain regulations. However, in September 2020, the EPA finalized two sets of amendments to the 2016 Subpart OOOOa New Source Performance Standards. The first, known as the “2020 Technical Rule,” reduced the 2016 rule’s fugitive emissions monitoring requirements and expanded exceptions to pneumatic pump requirements, among other changes. The second, known as the “2020 Policy Rule,” rescinded the methane-specific requirements for certain oil and natural gas sources in the production and processing segments. On January 20, 2021, President Biden issued an Executive Order directing the EPA to rescind the 2020 Technical Rule by September 2021 and consider revising the 2020 Policy Rule. On June 30, 2021, President Biden signed a resolution under the Congressional Review Act (“CRA”) passed by Congress that revoked the 2020 Policy Rule. The CRA resolution did not address the 2020 Technical Rule. On November 15, 2021, the EPA issued a proposed rule intended to reduce methane emissions from oil and gas sources. The proposed rule would make the existing regulations in Subpart OOOOa more stringent and create a Subpart OOOOb to expand reduction requirements for new, modified, and reconstructed oil and gas sources, including standards focusing on certain source types that have never been regulated under the CAA (including intermittent vent pneumatic controllers, associated gas, and liquids unloading facilities). In addition, the proposed rule would establish “Emissions Guidelines,” creating a Subpart OOOOc that would require states to develop plans to reduce methane emissions from existing sources that must be at least as effective as presumptive

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standards set by EPA. Under the proposed rule, states would have three years to develop their compliance plan for existing sources and the regulations for new sources would take effect immediately upon issuance of a final rule. On November 11, 2022, the EPA issued a proposed rule supplementing the November 2021 proposed rule. Among other things, the November 2022 supplemental proposed rule removes an emissions monitoring exemption for small wellhead-only sites and creates a new third-party monitoring program to flag large emissions events, referred to in the proposed rule as “super emitters”. The EPA is expected to issue a final rule by May 2023. We cannot predict the scope of any final methane regulatory requirements or the cost to comply with such requirements. However, given the long-term trend toward increasing regulation, future federal GHG regulations of the oil and gas industry remain a significant possibility.

At the state level, several states, including Pennsylvania, have proceeded with a number of state and regional efforts aimed at tracking and/or reducing GHG emissions by means of cap-and-trade programs that typically require major sources of GHG emissions, such as electric power plants, to acquire and surrender emission allowances in return for emitting those GHGs. In April 2022, Pennsylvania finalized regulations establishing a cap-and-trade program under its existing authority to regulate air emissions, enabling Pennsylvania to join the Regional Greenhouse Gas Initiative, a multi-state regional cap-and-trade program comprised of several Eastern U.S. states. As a result, our operators’ may experience increased operating costs if they are required to purchase emission allowances in connection with their operations.

At the international level, the United Nations-sponsored “Paris Agreement” requires member states to submit non-binding, individually-determined reduction goals known as “Nationally Determined Contributions” every five years after 2020. President Biden has recommitted the United States to the Paris Agreement and, in April 2021, announced a goal of reducing the United States’ emissions by 50-52% below 2005 levels by 2030. Additionally, at the 26th conference of parties (“COP26”), the United States and the European Union jointly announced the launch of a Global Methane Pledge, an initiative committing to a collective goal of reducing global methane emissions by at least 30% from 2020 levels by 2030, including “all feasible reductions” in the energy sector. COP26 concluded with the finalization of the Glasgow Climate Pact, which stated long-term global goals (including those in the Paris Agreement) to limit the increase in the global average temperature and emphasized reductions in GHG emissions. Various state and local governments have also publicly committed to furthering the goals of the Paris Agreement. Most recently, at the 27th conference of parties (“COP27”), President Biden announced the EPA’s supplemental proposed rule to reduce methane emissions from existing oil and gas sources (discussed above), and agreed, in conjunction with the European Union and a number of other partner countries, to develop standards for monitoring and reporting methane emissions to help create a market for low methane-intensity natural gas. The full impact of these actions, and any legislation or regulation promulgated to fulfill the United States’ commitments thereunder, is uncertain at this time, and it is unclear what additional initiatives may be adopted or implemented that may have adverse effects upon us and the operations of our operators.

Governmental, scientific, and public concern over the threat of climate change arising from GHG emissions has resulted in increasing political risks in the United States, including action taken by President Biden with respect to his climate change related pledges. On January 27, 2021, President Biden issued an Executive Order that calls for substantial action on climate change, including, among other things, the increased use of zero-emission vehicles by the federal government, the elimination of subsidies provided to the fossil fuel industry, and increased emphasis on climate-related risks across government agencies and economic sectors. The Biden Administration has also called for restrictions on leasing on federal land and the Department of Interior’s comprehensive review of the federal leasing program, which resulted in a reduction in the volume of onshore land held for lease and an increased royalty rate. Substantially all of our interests are located on private lands, but we cannot predict the full impact of these developments or whether the Biden Administration may pursue further restrictions. Other actions that could be

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pursued by the Biden Administration include the imposition of more restrictive requirements for the establishment of pipeline infrastructure or the permitting of LNG export facilities, as well as more restrictive GHG emission limitations for oil and gas facilities. Litigation risks are also increasing as a number of parties have sought to bring suit against various oil and natural gas companies in state or federal court, alleging among other things, that such companies created public nuisances by producing fuels that contributed to climate change or alleging that the companies have been aware of the adverse effects of climate change for some time but defrauded their investors or customers by failing to adequately disclose those impacts. Should we be targeted by any such litigation, we may incur liability, which, to the extent that societal pressures or political or other factors are involved, could be imposed without regard to causation or contribution to the asserted damage, or to other mitigating factors. An unfavorable ruling in any such case could significantly impact our operations and could have an adverse impact on our financial condition.

There are also increasing financial risks for fossil fuel producers as stockholders currently invested in fossil-fuel energy companies may elect in the future to shift some or all of their investments into non-fossil fuel related sectors. Institutional lenders who provide financing to fossil fuel energy companies also have become more attentive to sustainable lending practices and some of them may elect not to provide funding for fossil fuel energy companies. For example, at COP26, the Glasgow Financial Alliance for Net Zero (“GFANZ”) announced that commitments from over 450 firms across 45 countries had resulted in over $130 trillion in capital committed to net zero goals. The various sub-alliances of GFANZ generally require participants to set short-term, sector-specific targets to transition their financing, investing and/or underwriting activities to net zero emissions by 2050. There is also a risk that financial institutions will be required to adopt policies that have the effect of reducing the funding provided to the fossil fuel sector. In late 2020, the Federal Reserve announced that it had joined the Network for Greening the Financial System (“NGFS”), a consortium of financial regulators focused on addressing climate-related risks in the financial sector. Subsequently, in November 2021, the Federal Reserve issued a statement in support of the efforts of the NGFS to identify key issues and potential solutions for the climate-related challenges most relevant to central banks and supervisory authorities. Although we cannot predict the effects of these actions, such limitation of investments in and financing for fossil fuel energy companies could result in the restriction, delay or cancellation of drilling programs or development or production activities.

Additionally, on March 21, 2022, the SEC issued a proposed rule regarding the enhancement and standardization of mandatory climate-related disclosures for investors. The proposed rule would require registrants to include certain climate-related disclosures in their registration statements and periodic reports, including, but not limited to, information about the registrant’s governance of climate-related risks and relevant risk management processes; climate-related risks that are reasonably likely to have a material impact on the registrant’s business, results of operations, or financial condition and their actual and likely climate-related impacts on the registrant’s business strategy, model, and outlook; climate-related targets, goals and transition plan (if any); certain climate-related financial statement metrics in a note to their audited financial statements; Scope 1 and Scope 2 GHG emissions; and Scope 3 GHG emissions and intensity, if material or if the registrant has set a GHG emissions reduction target or goal that includes Scope 3 emissions. If the proposed rule is adopted in its current form, an attestation report from an independent GHG emissions attestation provider will be required to cover Scope 1 and 2 GHG emissions metrics for large accelerated and accelerated filers after the first disclosure year. Additionally, the proposed rule would provide a safe harbor for liability for Scope 3 GHG emissions disclosure and an exemption from the Scope 3 GHG emissions disclosure requirement for smaller reporting companies. According to the SEC’s Spring 2022 regulatory agenda, issued in June 2022, the proposed climate disclosure rule was scheduled to be finalized in October 2022 but has been delayed, in part due to a reopening of the comment period on October 7, 2022. Although

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the final form and substance of these requirements is not yet known and the ultimate scope and impact on our business is uncertain, compliance with the proposed rule, if finalized, may result in additional legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly, and place strain on our personnel, systems and resources.

The adoption and implementation of new or more stringent international, federal or state legislation, regulations or other regulatory initiatives that impose more stringent standards for GHG emissions from the oil and natural gas sector or otherwise restrict the areas in which this sector may produce oil and natural gas or generate GHG emissions could result in increased costs of compliance or costs of consuming, and thereby reduce demand for oil and natural gas, which could reduce the profitability of our interests. Additionally, political, litigation and financial risks may result in our oil and natural gas operators restricting or cancelling production activities, incurring liability for infrastructure damages as a result of climatic changes, or impairing their ability to continue to operate in an economic manner, which also could reduce the profitability of our interests. To date, any costs related to climate change regulation incurred by our operators has not had a material impact on production from our properties or otherwise materially and adversely affected our business. However, one or more of these developments could have a material adverse effect on our business, financial condition and results of operation.

Climate change may also result in various physical risks, such as the increased frequency or intensity of extreme weather events or changes in meteorological and hydrological patterns, that could adversely impact our operations, as well as those of our operators and their supply chains. Such physical risks may result in damage to operators’ facilities or otherwise adversely impact their operations, such as if they become subject to water use curtailments in response to drought, or demand for their products, such as to the extent warmer winters reduce the demand for energy for heating purposes, which may adversely impact the production or attractiveness of our interests. While extreme weather events have increased in frequency and severity in some areas where our properties are located, to date, such events have not had a material impact on production from our properties or otherwise materially and adversely affected our business.

Increased attention to ESG matters may impact our business or the business of our operators.

Increasing attention to climate change, societal expectations on companies to address climate change, investor and societal expectations regarding voluntary ESG disclosures, increasing mandatory ESG disclosures, and consumer demand for alternative forms of energy may result in increased costs, reduced demand for our operators’ products (and thus in our mineral interests), reduced profits, increased legislative and judicial scrutiny, investigations and litigation, and negative impacts on our stock price and access to capital markets. Increasing attention to climate change and environmental conservation, for example, may result in demand shifts for oil and natural gas products and additional governmental investigations and private litigation against us or our operators. To the extent that societal pressures or political or other factors are involved, it is possible that such liability could be imposed without regard to our causation of or contribution to the asserted damage, or to other mitigating factors. To date however, changes in social pressures and consumer demand related to increased attention to ESG and conservation matters have not had a material impact on production from our properties or otherwise materially and adversely affected our business. Voluntary disclosures regarding ESG matters, as well as any ESG disclosures mandated by law, could result in private litigation or government investigation or enforcement action regarding the sufficiency or validity of such disclosures. In addition, failure or a perception (whether or not valid) of failure to implement ESG strategies or achieve ESG goals or commitments, including any GHG reduction or neutralization goals or commitments, could result in private litigation and damage our reputation, cause our investors or consumers to lose confidence in our Company, and negatively impact our operations.

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In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters. Such ratings are used by some investors to inform their investment and voting decisions. Unfavorable ESG ratings and recent activism directed at shifting funding away from companies with energy-related assets could lead to increased negative investor sentiment toward us and our industry and to the diversion of investment to other industries, which could have a negative impact on our stock price and our or operators’ access to and costs of capital. Also, institutional lenders may, of their own accord, decide not to provide funding for fossil fuel energy companies based on climate change related concerns, which could affect our or our operators’ access to capital for potential growth projects.

Changes in tax laws and regulations could adversely impact our earnings and the cost, manner or feasibility of conducting our operations.

Members of Congress periodically introduce legislation to revise U.S. federal income tax laws which could have a material impact on us. The most significant potential tax law changes that could impact us include increases in the regular income tax rate, the repeal of expensing intangible drilling costs or percentage depletion, the repeal of like-kind exchange tax deferral rules on real property and further limited deductibility of interest expense, any of which could adversely impact our current and deferred federal and state income tax liabilities. The recently enacted IRA imposes a new minimum tax based on adjusted financial statement income and a new excise tax on stock repurchases, either of which could adversely impact our future federal tax liabilities. State and local taxing authorities in jurisdictions in which we operate or own assets may enact new taxes, such as the imposition of a severance tax on the extraction of natural resources in states in which we produce natural gas, NGLs and oil, or change the rates of existing taxes, which could adversely impact our earnings, cash flows and financial position.

Additional restrictions on drilling activities intended to protect certain species of wildlife may adversely affect our operators’ ability to conduct drilling activities.

In the United States, the Endangered Species Act (the “ESA”) restricts activities that may affect endangered or threatened species or their habitats. Similar protections are offered to migratory birds under the Migratory Bird Treaty Act (the “MBTA”). In August 2019, the United States Fish and Wildlife Services (“FWS”) and National Marine Fisheries Service (“NMFS”) issued three rules amending implementation of the ESA regulations revising, among other things, the process for listing species and designating critical habitat. A coalition of states challenged the three rules and the litigation was stayed after President Biden issued an Executive Order directing the agencies to review the rules. In addition, on December 18, 2020, the FWS amended its regulations governing critical habitat designations. In June and July 2022, FWS issued final rules rescinding the December 2020 and August 2019 rules respectively. To the extent species that are listed under the ESA or similar state laws, or are protected under the MBTA, live in the areas where our operators operate, our operators’ abilities to conduct or expand operations could be limited, or our operators could be forced to incur material additional costs. Moreover, our operators’ drilling activities may be delayed, restricted or precluded in protected habitat areas or during certain seasons, such as breeding and nesting seasons.

The designation of previously unidentified endangered or threatened species could cause our operators’ operations to become subject to operating restrictions or bans, and limit future development activity in affected areas. The FWS and similar state agencies may designate critical or suitable habitat areas that they believe are necessary for the survival of threatened or endangered species. Such a designation could materially restrict use of or access to federal, state and private lands, which may reduce the profitability of our interests to the extent they are associated with such designations.

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Risks Related to this Offering and Our Class A Common Stock

We are a holding company. Our sole material asset after completion of this offering will be our equity interest in Bounty LLC and we are accordingly dependent upon distributions from Bounty LLC to pay taxes, cover our corporate and other overhead expenses and pay any dividends on our Class A common stock.

We are a holding company and will have no material assets other than our equity interest in Bounty LLC. Please see “Corporate Reorganization.” We have no independent means of generating revenue. To the extent Bounty LLC has available cash, Bounty LLC is generally required to make pro rata cash distributions (which we refer to as “tax distributions”) to all its unitholders, including to us, in an amount sufficient to allow us to pay our U.S. federal, state, local and non-U.S. tax liabilities. We also expect Bounty LLC may make non-pro rata cash distributions periodically to enable us to cover our corporate and other overhead expenses. In addition, as the sole managing member of Bounty LLC, we intend to cause Bounty LLC to make pro rata cash distributions to all of its unitholders, including to us, in an amount sufficient to allow us to fund dividends to our stockholders, to the extent our board of directors declares such dividends. Therefore, although we expect to pay dividends on our Class A common stock, our ability to do so may be limited to the extent Bounty LLC and its subsidiaries are limited in their ability to make these and other distributions to us. To the extent that we need funds and Bounty LLC or its subsidiaries are restricted from making such distributions under applicable law or regulation or under the terms of their financing arrangements, or are otherwise unable to provide such funds, it could materially adversely affect our liquidity and financial condition. Further, although we expect that Bounty LLC will initially make distributions to us and the Existing Owners equal to 100% of (i) cash available for distribution and (ii) cash from lease bonus income, and that we, in turn, will pay quarterly dividends equal to the amount received from Bounty LLC net of cash taxes, the declaration and payment of any dividends are at the sole discretion of our board of directors and our board of directors may change our dividend policy at any time based on our cash flow needs, including, without limitation, to significantly reduce such quarterly dividends or even to eliminate dividends entirely. See “Dividend Policy” for more information.

If we fail to develop or maintain an effective system of internal controls over financial reporting, we may not be able to report our financial results accurately and timely or prevent fraud, which may result in material misstatements in our financial statements or failure to meet our periodic reporting obligations. As a result, current and potential stockholders could lose confidence in our financial reporting, which would harm our business and the trading price of our Class A common stock.

Prior to the completion of this offering, we were a private entity. We have not completed an assessment of the effectiveness of our internal controls over financial reporting, and our independent registered public accounting firm was not required to, and did not, conduct an audit of our internal controls over financial reporting as of December 31, 2021 or 2020. Our internal controls over financial reporting do not currently meet all the standards contemplated by Section 404 of the Sarbanes-Oxley Act. Accordingly, we cannot assure you that we have identified all, or that we will not in the future have additional, material weaknesses. If we are not able to implement the requirements of Section 404 in a timely manner or with adequate compliance at the time required, this may cause us to be unable to report on a timely basis and thereby subject us to adverse regulatory consequences, including sanctions by the SEC or violations of applicable stock exchange listing rules.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

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Effective internal controls are necessary for us to provide reliable financial reports, prevent fraud and operate successfully as a public company. If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results may be harmed. We cannot be certain that our efforts to develop and maintain our internal controls will be successful, that we will be able to maintain adequate controls over our financial processes and reporting in the future or that we will be able to comply with our obligations under Section 404 of the Sarbanes-Oxley Act. Any failure to develop or maintain effective internal controls, or difficulties encountered in implementing or improving our internal controls, could harm our operating results or cause us to fail to meet our reporting obligations. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which would likely have a negative effect on the trading price of our Class A common stock. Additional material weaknesses may be identified in the future. If we identify such issues or if we are unable to produce accurate and timely financial statements, the trading price of our Class A common stock may decline and we may be unable to maintain compliance with the NYSE listing standards.

We will incur increased costs as a result of operating as a public company, including the cost of compliance with securities laws, and our management will be required to devote substantial time to compliance efforts.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. Our management and other personnel will need to devote a substantial amount of time and financial resources to comply with obligations related to being a publicly traded corporation. We currently estimate that we will incur approximately $             million annually in additional operating expenses as a publicly traded corporation that we have not previously incurred, including costs associated with compliance under the Exchange Act, annual and quarterly reports to common stockholders, registrar and transfer agent fees, audit fees, incremental director and officer liability insurance costs and director and officer compensation.

In addition, we will be required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act as early as our annual report for the fiscal year ending December 31, 2023, Section 404 requires that we document and test our internal control over financial reporting and issue management’s assessment of our internal control over financial reporting. This section also requires that our independent registered public accounting firm opine on those internal controls upon becoming a large accelerated filer, as defined in the SEC rules, or otherwise ceasing to qualify as an emerging growth company under the JOBS Act. We are evaluating our existing controls over financial reporting and we will design enhanced processes and controls to the extent warranted based on our review. We cannot be certain at this time that we will be able to successfully complete the procedures, certification and attestation requirements of Section 404 or that we or our independent registered public accounting firm will not identify any additional material weaknesses in our internal control over financial reporting. If we fail to comply with the requirements of Section 404 or if we or our independent registered public accounting firm identify and report such material weaknesses, the accuracy and timeliness of the filing of our annual and quarterly reports may be materially adversely affected and could cause investors to lose confidence in our reported financial information, which could have a negative effect on the stock price of our Class A common stock. In addition, a material weakness in the effectiveness of our internal control over financial reporting could result in an increased chance of fraud and loss of customers, reduce our ability to obtain financing and require additional expenditures to comply with these requirements, each of which could have a material adverse effect on our business, results of operations and financial condition.

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There is no existing market for our Class A common stock, and a trading market that will provide you with adequate liquidity may not develop. The price of our Class A common stock may fluctuate significantly, and you could lose all or part of your investment.

Prior to this offering, there has been no public market for our Class A common stock. After this offering, there will be only             publicly traded shares of Class A common stock held by our public common stockholders (or                      shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock). We do not know the extent to which investor interest will lead to the development of an active trading market or how liquid that market might be. You may not be able to resell your Class A common stock at or above the initial public offering price. Additionally, the lack of liquidity may result in wide bid-ask spreads, contribute to significant fluctuations in the market price of the Class A common stock and limit the number of investors who are able to buy the Class A common stock.

The initial public offering price for the Class A common stock offered hereby will be determined by negotiations between us and the representative of the underwriters and may not be indicative of the market price of the Class A common stock that will prevail in the trading market. The market price of our Class A common stock may decline below the initial public offering price.

Our Existing Owners will initially have the ability to direct the voting of a majority of the voting power of our Class A common stock, and their interests may conflict with those of our other stockholders.

Holders of shares of our Class A common stock and Class B common stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law or our certificate of incorporation. Upon completion of this offering, our Existing Owners will beneficially own, in the aggregate, 100% of our Class B common stock, representing         % of our combined voting power (or approximately         % if the underwriters exercise in full their option to purchase additional shares of Class A common stock). As a result, our Existing Owners will initially be able to control matters requiring stockholder approval, including the election of directors, changes to our organizational documents and significant corporate transactions. This concentration of ownership makes it unlikely that any other holder or group of holders of our Class A common stock will be able to affect the way we are managed or the direction of our business. The interests of our Existing Owners with respect to matters potentially or actually involving or affecting us, such as future acquisitions, financings and other corporate opportunities and attempts to acquire us, may conflict with the interests of our other stockholders.

Given this concentrated ownership, our Existing Owners would have to approve any potential acquisition of us. In addition, certain of our directors and director nominees are currently employees of our Existing Owners or their affiliates. These directors’ duties as employees of our Existing Owners or their affiliates may conflict with their duties as our directors, and the resolution of these conflicts may not always be in our or your best interest. Finally, the existence of significant stockholders may have the effect of deterring hostile takeovers, delaying or preventing changes in control or changes in management or limiting the ability of our other stockholders to approve transactions that they may deem to be in the best interests of our company. Our Existing Owners’ concentration of stock ownership may also adversely affect the trading price of our Class A common stock to the extent investors perceive a disadvantage in owning stock of a company with significant stockholders.

Future sales of shares of our Class A common stock in the public market, or the perception that such sales may occur, could reduce our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us.

Subject to certain limitations and exceptions, following a period of 180 days after the date of this prospectus (the “Lock-Up Period”), our Existing Owners, who hold Bounty LLC Units, may

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require Bounty LLC to redeem their Bounty LLC Units for shares of Class A common stock (on a one-for-one basis, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions), and our Existing Owners may sell any of such shares of Class A common stock. Additionally, after the expiration or waiver of the lock-up provision contained in the underwriting agreement entered into in connection with this offering, we may sell additional shares of Class A common stock in subsequent public offerings or may issue additional shares of Class A common stock or convertible securities. After the completion of this offering, and assuming full exercise of the underwriters’ option to purchase additional shares, we will have outstanding         shares of Class A common stock and         shares of Class B common stock. This number includes         shares of Class A common stock that we are selling in this offering and         shares of Class A common stock that we may sell in this offering if the underwriters exercise their option to purchase additional shares in full, which shares may be resold immediately in the public market. Following the completion of this offering, and assuming full exercise of the underwriters’ option to purchase additional shares, our Existing Owners will own, in the aggregate,          shares of Class B common stock, representing approximately         % of our total outstanding shares, all of which are restricted from immediate resale under the federal securities laws and the Bounty LLC Agreement, but may be sold into the market following the Lock-Up Period.

Following the completion of this offering, the Existing Owners will be party to a registration rights agreement, which will, among other things, require us to, in certain circumstances, register          shares of Class A common stock that they may receive in exchange for their Bounty LLC Units (and a corresponding number of shares of Class B common stock). See “Certain Relationships and Related Party Transactions—Registration Rights Agreement.” In connection with this offering, we intend to file a registration statement with the SEC on Form S-8 providing for the registration of          shares of our Class A common stock issued or reserved for issuance under our equity incentive plan. Subject to the satisfaction of vesting conditions and the expiration of lock-up restrictions, shares registered under the registration statement on Form S-8 will be available for resale immediately in the public market without restriction.

We cannot predict the size of future issuances of our Class A common stock or securities convertible into Class A common stock or the effect, if any, that future issuances and sales of shares of our Class A common stock will have on the market price of our Class A common stock. Sales of substantial amounts of our Class A common stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of our Class A common stock.

Our Existing Owners and their affiliates are not limited in their ability to compete with us, and the corporate opportunity provisions in our amended and restated certificate of incorporation could enable our Existing Owners and their affiliates to benefit from corporate opportunities that might otherwise be available to us.

Our governing documents will provide that our Existing Owners and their affiliates (including portfolio investments of our Existing Owners and their affiliates) are not restricted from owning assets or engaging in businesses that compete directly or indirectly with us and that we renounce any interest or expectancy in any business opportunity that may be from time to time presented to our Existing Owners or their affiliates. In particular, subject to the limitations of applicable law, our amended and restated certificate of incorporation will, among other things:

• permit our Existing Owners and their affiliates and our directors to conduct business that competes with us and to make investments in any kind of property in which we may make investments; and

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• provide that if our Existing Owners or their affiliates or any director or officer of one of our affiliates, our Existing Owners or their affiliates who is also one of our directors becomes aware of a potential business opportunity, transaction or other matter, they will have no duty to communicate or offer that opportunity to us.

Our Existing Owners or their affiliates may become aware, from time to time, of certain business opportunities (such as acquisition opportunities) and may direct such opportunities to other businesses in which they have invested, in which case we may not become aware of or otherwise have the ability to pursue such opportunity. Further, such businesses may choose to compete with us for these opportunities, possibly causing these opportunities to not be available to us or causing them to be more expensive for us to pursue. In addition, our Existing Owners and their affiliates may dispose of natural gas and oil properties or other assets in the future, without any obligation to offer us the opportunity to purchase any of those assets. As a result, our renouncing our interest and expectancy in any business opportunity that may be from time to time presented to our Existing Owners and their affiliates could adversely impact our business or prospects if attractive business opportunities are procured by such parties for their own benefit rather than for ours. Please read “Description of Capital Stock—Corporate Opportunity.”

Our Existing Owners and their affiliates are established participants in the natural gas and oil industry and have resources greater than ours, which may make it more difficult for us to compete with our Existing Owners and their affiliates with respect to commercial activities as well as for potential acquisitions. We cannot assure you that any conflicts that may arise between us and our stockholders, on the one hand, and our Existing Owners and their affiliates, on the other hand, will be resolved in our favor. As a result, competition from our Existing Owners and their affiliates could adversely impact our results of operations.

A significant reduction by our Existing Owners of their ownership interests in us could adversely affect us.

We believe that our Existing Owners’ ownership interests in us provide them with an economic incentive to assist us to be successful. Upon the expiration of the lock-up restrictions on transfers or sales of or disposition or hedge of any share or any securities convertible into or exchangeable for shares of our capital stock following the completion of this offering, none of our Existing Owners will be subject to any obligation to maintain its ownership interest in us and may elect at any time thereafter to sell all or a substantial portion of or otherwise reduce its ownership interest in us. Furthermore, as described under “Corporate Reorganization,” our Existing Owners may distribute all or a portion of their ownership in us to their partners or members, as applicable. In the event our Existing Owners reduce their ownership interest in us, our Existing Owners and their affiliates may have less incentive to assist in our success and the individuals initially appointed to our board of directors by our Existing Owners may resign. Such actions could adversely affect our ability to successfully implement our business strategies, which could adversely affect our business, financial condition and results of operations.

Our amended and restated certificate of incorporation and amended and restated bylaws will contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our Class A common stock and could deprive our investors of the opportunity to receive a premium for their shares.

Our amended and restated certificate of incorporation will authorize our board of directors to issue preferred stock without stockholder approval in one or more series, designate the number of shares constituting any series, and fix the rights, preferences, privileges and restrictions thereof, including dividend rights, voting rights, rights and terms of redemption, redemption price or prices and liquidation preferences of such series. If our board of directors elects to issue preferred stock, it could be more difficult for a third party to acquire us. In addition, some provisions of our amended and restated certificate of incorporation and amended and restated bylaws could make it more difficult for a third party to acquire control of us, even if the change of control would be

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beneficial to our stockholders. Among other things, upon the completion of this offering, our amended and restated certificate of incorporation and amended and restated bylaws will:

• establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our stockholders;

• provide our board of directors the ability to authorize undesignated preferred stock. This ability makes it possible for our board of directors to issue, without stockholder approval, preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of us. These and other provisions may have the effect of deferring hostile takeovers or delaying changes in control or management of our company;

• provide that the authorized number of directors constituting our board of directors may be changed only by resolution of the board of directors;

• provide that all vacancies, including newly created directorships, shall, except as otherwise required by law or, if applicable, the rights of holders of a series of our preferred stock, be filled by the affirmative vote of a majority of our directors then in office, even if less than a quorum;

• provide that our bylaws can be amended by the board of directors;

• provide for our board of directors to be divided into three classes of directors, with each class as nearly equal in number as possible, serving staggered three-year terms, other than directors that may be elected by holders of our preferred stock, if any;

• provide that special meetings of our stockholders may only be called by our board of directors pursuant to a resolution adopted by the affirmative vote of a majority of the members of the board of directors serving at the time of such vote; and

• prohibit cumulative voting on all matters.

Our amended and restated certificate of incorporation will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.

Our amended and restated certificate of incorporation will provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporate Law (“DGCL”), our amended and restated certificate of incorporation or our amended and restated bylaws or (iv) any action asserting a claim against us that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. In the event the Delaware Court of Chancery lacks subject matter jurisdiction, then the sole and exclusive forum for such action or proceeding shall be the federal district court for the District of Delaware. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of, and to have consented to, the provisions of our amended and restated certificate

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of incorporation described in the preceding sentence. This provision would not apply to claims brought to enforce a duty or liability created by the Exchange Act, the Securities Act or any other claim for which the federal courts have exclusive jurisdiction. To the extent that any such claims may be based upon federal law claims, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. The choice of forum provision in our amended and restated certificate of incorporation may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and such persons. Alternatively, if a court were to find this provision unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.

We will limit the liability of, and indemnify, our directors and officers.

Although our directors and officers are accountable to us and must exercise good faith, good business judgement, and integrity in handling our affairs, our amended and restated certificate of incorporation and the indemnification agreements that we intend to enter into with all of our non-employee directors and officers will provide that our non-employee directors and officers will be indemnified to the fullest extent permitted under Delaware law. As a result, our stockholders may have fewer rights against our non-employee directors and officers than they would have absent such provisions in our proposed amended and restated certificate of incorporation and indemnification agreements, and a stockholder’s ability to seek and recover damages for a breach of fiduciary duties may be reduced or restricted. Delaware law allows indemnification of our non-employee directors and officer, if they (i) have acted in good faith, in a manner the non-employee director or officer reasonably believes to be in or not opposed to our best interests, and (ii) with respect to any criminal action or proceeding, if the non-employee director or officer had no reasonable cause to believe the conduct was unlawful.

Pursuant to our proposed amended and restated certificate of incorporation and indemnification agreements, each non-employee director and officer who is made a party to a legal proceeding because he or she is or was a non-employee director or officer, is indemnified by us from and against any and all liability, except that we may not indemnify a non-employee director or officer: (i) for any liability incurred in a proceeding in which such person is adjudged liable to us or is subjected to injunctive relief in favor of us; (ii) for acts or omissions that involve intentional misconduct or a knowing violation of law, fraud or gross negligence; (iii) for unlawful distributions; (iv) for any transaction for which such non-employee director or officer received a personal benefit or as otherwise prohibited by or as may be disallowed under Delaware law; or (v) with respect to any dispute or proceeding between us and such non-employee director or officer unless such indemnification has been approved by a disinterested majority of our board of directors or by a majority in interest of disinterested stockholders. We will be required to pay or reimburse attorney’s fees and expenses of a non-employee director or officer seeking indemnification as they are incurred, provided the non-employee director or officer executes an agreement to repay the amount to be paid or reimbursed if there is a final determination by a court of competent jurisdiction that such person is not entitled to indemnification.

Investors in this offering will experience immediate and substantial dilution of $        per share.

Based on an assumed initial public offering price of $         per share (the midpoint of the range set forth on the cover of this prospectus), purchasers of shares of our Class A common stock in this offering will experience an immediate and substantial dilution of $         per share in the as adjusted net tangible

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book value per share of Class A common stock from the initial public offering price, and our as adjusted net tangible book value as of                     , 2022 after giving effect to this offering would be $         per share. This dilution is due in large part to earlier investors having paid substantially less than the initial public offering price when they purchased their shares. See “Dilution.”

If Bounty LLC were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, we and Bounty LLC might be subject to potentially significant tax inefficiencies.

Section 7704 of the Code generally provides that a publicly traded partnership will be treated as a corporation for U.S. federal income tax purposes. A “publicly traded partnership” is a partnership, the interests of which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof. However, if 90% or more of a partnership’s gross income for every taxable year consists of “qualifying income,” the partnership may continue to be treated as a partnership for U.S. federal income tax purposes. Qualifying income generally includes income earned from passive ownership interests in oil and gas properties. There may be future changes to U.S. federal income tax laws or the Treasury Department’s interpretations of the qualifying income rules in a manner that could impact Bounty LLC’s ability to qualify as a partnership for federal income tax purposes. However, we believe that substantially all of Bounty LLC’s gross income will constitute qualifying income for purposes of Section 7704(d) and intend to operate such that Bounty LLC does not become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. In addition, the Bounty LLC Agreement will provide for limitations on the ability of Existing Owners to transfer their Bounty LLC Units and will provide us, as managing member of Bounty LLC, with the right to impose restrictions (in addition to those already in place) on the ability of Existing Owners to exchange their Bounty LLC Units pursuant to a Redemption Right to the extent we believe it is necessary to ensure that Bounty LLC will continue to be treated as a partnership for U.S. federal income tax purposes.

If Bounty LLC were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, significant tax inefficiencies might result for us and for Bounty LLC. In particular, Bounty LLC would pay U.S. federal income tax on its taxable income at the corporate tax rate, which is currently a maximum of 21%. Distributions to us would generally be taxed again as corporate distributions. Because a tax would be imposed on Bounty LLC as a corporation, the amount of cash distributions to us would be substantially reduced, which may cause a substantial reduction in the value of our Class A common stock.

If we were deemed to be an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

Under Sections 3(a)(1)(A) and (C) of the 1940 Act, a company generally will be deemed to be an “investment company” for purposes of the 1940 Act if it (i) is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities or (ii) is engaged, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We do not believe that we are an “investment company,” as such term is defined in either of those sections of the 1940 Act.

As the sole managing member of Bounty LLC, we will control and manage Bounty LLC. On that basis, we believe that our interest in Bounty LLC is not an “investment security” under the 1940 Act. Therefore, we have less than 40% of the value of our total assets (exclusive of U.S. government securities and cash items) in “investment securities.” However, if we were to lose the

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right to manage and control Bounty LLC, interests in Bounty LLC could be deemed to be “investment securities” under the 1940 Act.

We intend to conduct our operations so that we will not be deemed to be an investment company. However, if we were deemed to be an investment company, restrictions imposed by the 1940 Act, including limitations on our capital structure and our ability to transact with affiliates, could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

The underwriters of this offering may release parties subject to the lock-up restrictions entered into in connection with this offering, which could adversely affect the price of our Class A common stock.

We and all of our directors and executive officers have entered or will enter into lock-up agreements pursuant to which we and they will be subject to certain restrictions with respect to the sale or disposition or hedge of any shares or any securities convertible into or exchangeable for shares of our capital stock for a period of 180 days following the date of this prospectus. Additionally, pursuant to our amended and restated certificate of incorporation and the Bounty LLC Agreement, our Existing Owners will be subject to certain lock-up provisions pursuant to which they will be subject to certain restrictions with respect to the sale or disposition or hedge of any shares or any securities convertible into or exchangeable for shares of our capital stock for a period of 180 days following the date of this prospectus. Raymond James & Associates, Inc. at any time and without notice may release all or any portion of the shares or securities convertible into or exchangeable for shares of our capital stock subject to the foregoing lock-up restrictions. See “Underwriting” and “Description of Capital Stock—Lock-Up Provisions” for more information on these restrictions. If these restrictions are waived, then the Class A common stock, subject to compliance with the Securities Act or exceptions therefrom, will be available for sale into the public markets, which could cause the market price of our Class A common stock to decline and impair our ability to raise capital.

Our organizational structure confers certain benefits upon the Existing Owners that will not benefit the holders of our Class A common stock to the same extent as it will benefit the Existing Owners.

Our organizational structure confers certain benefits upon the Existing Owners that will not benefit the holders of our Class A common stock to the same extent as it will benefit the Existing Owners. We will be a holding company and will have no material assets other than our ownership of Bounty LLC Units. As a consequence, our ability to declare and pay dividends to the holders of our Class A common stock will be subject to the ability of Bounty LLC to provide distributions to us. If Bounty LLC makes such distributions, the Existing Owners will be entitled to receive equivalent distributions from Bounty LLC on a pro rata basis. However, because we must pay taxes, amounts ultimately distributed as dividends to holders of our Class A common stock are expected to be less on a per-share basis than the amounts distributed by Bounty LLC to our Existing Owners on a per-unit basis. This and other aspects of our organizational structure may adversely impact the future trading market for our Class A common stock.

We may issue preferred stock whose terms could adversely affect the voting power or value of our Class A common stock.

Our amended and restated certificate of incorporation will authorize our board of directors to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designations, preferences, limitations and relative rights, including preferences over

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our Class A common stock respecting dividends and distributions, as our board of directors may determine. The terms of one or more classes or series of our preferred stock could adversely impact the voting power or value of our Class A common stock. For example, we might grant holders of a class or series of our preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we might assign to holders of our preferred stock could affect the residual value of our Class A common stock.

For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies.

We are classified as an “emerging growth company” under the JOBS Act. For as long as we are an emerging growth company, which may be up to five full fiscal years, unlike other public companies, we will not be required to, among other things: (i) provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; (ii) comply with any new requirements adopted by the PCAOB requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer; (iii) provide certain disclosure regarding executive compensation required of larger public companies; or (iv) hold nonbinding advisory votes on executive compensation. We have also elected to use the extended transition period to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. Accordingly, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards. We will remain an emerging growth company for up to five years, although we will lose that status sooner if we have more than $1.07 billion of revenues in a fiscal year, have more than $700 million in market value of our Class A common stock held by non-affiliates, or issue more than $1 billion of non-convertible debt over a three-year period.

To the extent that we rely on any of the exemptions available to emerging growth companies, you will receive less information about our executive compensation and internal control over financial reporting than issuers that are not emerging growth companies. If some investors find our Class A common stock to be less attractive as a result, there may be a less active trading market for our Class A common stock and our stock price may be more volatile.

If securities or industry analysts do not publish research or reports or publish unfavorable research about our business, the price and trading volume of our Class A common stock could decline.

The trading market for our Class A common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. We do not currently have and may never obtain research coverage by securities and industry analysts. If no securities or industry analysts commence coverage of us, the trading price for our Class A common stock and other securities would be negatively affected. In the event we obtain securities or industry analyst coverage, if one or more of the analysts who covers us downgrades our securities, the price of our securities would likely decline. If one or more of these analysts ceases to cover us or fails to publish regular reports on us, interest in the purchase of our securities could decrease, which could cause the price of our Class A common stock and other securities and their trading volume to decline.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The information in this prospectus includes “forward-looking statements.” All statements, other than statements of historical fact, included in this prospectus regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this prospectus, the words “may,” “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions and the negative of such words and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Such statements may be influenced by factors that could cause actual outcomes and results to differ materially from those projected. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the heading “Risk Factors” included in this prospectus.

The following important factors, in addition to those discussed elsewhere in this prospectus, could affect the future results of the energy industry in general, and our company in particular, and could cause actual results to differ materially from those expressed in such forward-looking statements:

• our ability to execute on our business strategies;

• the effect of changes in commodity prices;

• the effects of political instability or armed conflict in natural gas, NGLs and oil producing regions, including, but not limited to, the conflict between Russia and Ukraine and the destabilizing effect such conflict has posed, and may continue to pose, for the European continent and the global natural gas and oil markets;

• the effects of changes in general market conditions, including fluctuations in commodity prices and macroeconomic conditions;

• the effects of global pandemics, including COVID-19, or any government response to such occurrence or threat;

• the level of production on our properties;

• risks associated with the drilling and operation of natural gas and oil wells;

• the availability or cost of rigs, equipment, raw materials, supplies, oilfield services, or personnel;

• legislative or regulatory actions pertaining to hydraulic fracturing, including restrictions on the use of water;

• the availability of pipeline capacity and transportation facilities;

• the effect of existing and future laws and regulatory actions;

• the impact of derivative instruments or lack thereof;

• conditions in the capital markets and our ability to obtain capital on favorable terms or at all;

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• the overall supply and demand for natural gas, NGLs and oil, and regional supply and demand factors, delays, or interruptions of production;

• competition from others in the energy industry;

• uncertainty in whether development projects will be pursued;

• uncertainty of estimates of natural gas, NGLs and oil reserves and production;

• the cost of developing the natural gas, NGLs and oil underlying our properties;

• our ability to replace our natural gas, NGLs and oil reserves;

• our ability to identify, complete and integrate acquisitions;

• title defects in the properties in which we invest;

• the cost of inflation;

• technological advances; and

• general economic, business or industry conditions.

Should one or more of the risks or uncertainties described in this prospectus occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this report are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved or occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

Reserve engineering is a process of estimating underground accumulations of oil and natural gas that cannot be measured in an exact way. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reserve engineers. In addition, the results of drilling, testing and production activities may justify revisions of estimates that were made previously. If significant, such revisions would change the schedule of any further production and development drilling. Accordingly, reserve estimates may differ significantly from the quantities of natural gas and oil that are ultimately recovered.

All forward-looking statements, expressed or implied, included in this prospectus are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.

Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this prospectus.

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USE OF PROCEEDS

We expect to receive approximately $         million of net proceeds (assuming the midpoint of the price range set forth on the cover of this prospectus) from the sale of the Class A common stock offered by us after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

We intend to contribute all of the net proceeds from this offering to Bounty LLC in exchange for Bounty LLC Units. Bounty LLC intends to use approximately $         million of the net proceeds from our sale of shares to fund future acquisitions of mineral interests and approximately $         million of the net proceeds to purchase Bounty LLC Units, together with an equal number of shares of Class B common stock, from the Exchanging Members (at a purchase price per unit and share of Class B common stock, based on the midpoint of the estimated price range set forth on the cover page of this prospectus, net of underwriting discounts and commissions); however, it currently does not have any specific acquisitions planned. A $1.00 increase or decrease in the assumed initial public offering price of $         per share would cause the net proceeds from this offering, after deducting the underwriting discounts and commissions and estimated offering expenses, received by us to increase or decrease, respectively, by approximately $         million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same. If the proceeds increase due to a higher initial public offering price, we would contribute the additional net proceeds to Bounty LLC and Bounty LLC intends to use such additional net proceeds retained by it after payment of amounts owing to our Existing Owners to purchase Bounty LLC Units and Class B common stock as described above to fund future acquisitions of mineral interests. If the proceeds decrease due to a lower initial public offering price, we will contribute fewer net proceeds to Bounty LLC and Bounty LLC will pay less to our Existing Owners to purchase their Bounty LLC units and Class B common stock as contemplated above and have fewer net proceeds to direct to acquisitions.

To the extent the underwriters’ option to purchase additional shares is exercised, we intend to contribute all of the net proceeds therefrom to Bounty LLC in exchange for an additional number of Bounty LLC Units equal to the number of shares of Class A common stock issued pursuant to the underwriters’ option. Bounty LLC intends to use approximately $         million of the net proceeds from our sale of additional shares to fund future acquisitions of mineral interests and approximately $         million of the net proceeds to purchase Bounty LLC Units, together with an equal number of shares of Class B common stock, from the Exchanging Members (at a purchase price per unit and share of Class B common stock, based on the midpoint of the estimated price range set forth on the cover page of this prospectus, net of underwriting discounts and commissions).

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DIVIDEND POLICY

Overview

We expect Bounty LLC to initially pay quarterly distributions to us and the Existing Owners equal to 100% of (i) cash available for distribution and (ii) cash from lease bonus income, and that we, in turn, will pay quarterly dividends equal to the amount received from Bounty LLC net of cash taxes. From time to time, we may aim to balance the return of capital to investors with the selective allocation of capital toward acquisitions that we believe will be accretive to stockholder value while preserving a strong balance sheet through varying commodity price environments. Accordingly, Bounty LLC may distribute less than 100% of its cash available for distribution, or decide to use only a portion or none of its cash from lease bonus income to pay dividends. See “Summary—Non-GAAP Financial Measures” for the definitions of Adjusted EBITDA, Adjusted EBITDA ex lease bonus and cash available for distribution used by us and Bounty LLC and a reconciliation of each of these measures to our most directly comparable GAAP financial measure.

While we expect to pay quarterly dividends in accordance with this financial philosophy, we have not adopted a formal written dividend policy to pay a fixed amount of cash regularly or to pay any particular amount based on the achievement of, or derivable from, any specific financial metrics, including cash available for distribution. Further, we are not contractually obligated to pay any dividends and do not have any required minimum quarterly dividend. Our payment of dividends may vary from quarter to quarter, may be significantly reduced or may be eliminated entirely. While we initially intend to pay quarterly dividends equal to 100% of the cash distributed to us from Bounty LLC net of cash taxes, the actual amount of any distributions from Bounty LLC, and therefore, the dividends we pay, may fluctuate depending on our cash flow needs, which may be impacted by potential acquisition opportunities and the availability of financing alternatives, the need to service any future indebtedness or other liquidity needs and general industry and business conditions, including the impact of commodity prices and the pace of the development of our properties by E&P companies. Given our reliance on third-party operators for all of the exploration, development and production on our properties and the impact of commodity prices on our results of operations and financial position, we cannot provide any assurance that we will pay dividends in the future. Our payment of dividends will be at the sole discretion of our board of directors, which may change our dividend philosophy at any time. Our board of directors will take into account:

• general economic and business conditions;

• our financial condition and operating results;

• our cash flows from operations and current and anticipated cash needs, including for acquisitions;

• legal, tax, regulatory and future contractual restrictions; and

• such other factors as our board of directors may deem relevant.

Our ability to declare and pay dividends to the holders of our Class A common stock will be subject to the ability of Bounty LLC to provide distributions to us due to our nature as a holding company that will have no material assets other than our ownership of membership interests in Bounty LLC. Currently there are no restrictions on Bounty LLC to distribute funds to us. If Bounty LLC makes such distributions, the Existing Owners will be entitled to receive equivalent distributions from Bounty LLC on a pro rata basis. However, because we must pay taxes, amounts ultimately paid as dividends to holders of our Class A common stock are expected to be less on a per share basis than the amounts distributed by Bounty to the Existing Owners on a per unit basis.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of September 30, 2022:

• on an actual basis for our predecessor; and

• on an as adjusted basis for Bounty Minerals to give effect to (i) the transactions described under “Corporate Reorganization,” (ii) the sale of shares of our Class A common stock in this offering at an assumed initial offering price of $     per share (which is the midpoint of the range set forth on the cover of this prospectus) and (iii) the application of the net proceeds from this offering as set forth under “Use of Proceeds.”

The information set forth in the table below is illustrative only and will be adjusted based on the actual initial public offering price and other final terms of this offering. This table should be read in conjunction with “Use of Proceeds” and the financial statements and accompanying notes included elsewhere in this prospectus.

	As of September 30, 2022 (1)
	Predecessor  Actual		Bounty Minerals As Adjusted (2)
	(in thousands, except number of shares and par value)
Cash and cash equivalents (3)	$	27,123	$
Total long-term debt		—		—
Members’ equity / stockholders’ equity:
Members’ equity		466,463
Class A common stock—0.01 par value; no shares authorized, issued or outstanding, actual;             shares authorized,             shares issued and outstanding, pro forma		—
Class B common stock—0.01 par value; no shares authorized, issued or outstanding, actual;             shares authorized,             shares issued and outstanding, pro forma		—
Additional paid-in capital		—
Retained earnings		—
Non-controlling interest (4)		—
Total member’s equity / stockholders’ equity	$	466,463	$
Total capitalization	$	466,463	$

(1) Bounty Minerals was incorporated in June 2022. The data in this table has been derived from the historical consolidated financial statements included in this prospectus which pertain to the assets, liabilities, revenues and expenses of our accounting predecessor, Bounty LLC.

(2) A $1.00 increase (decrease) in the assumed initial public offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) additional paid-in capital, total equity and total capitalization by approximately $         million, $         million and $         million, respectively, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, after deducting the estimated underwriting discounts and commissions payable by us. We may also increase or decrease the number of shares we are offering. An increase (decrease) of one million shares offered by us at an assumed offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) additional paid-in capital, total equity and total capitalization by approximately $        million,

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$        million and $        million, respectively, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

(3) As of September 30 2022, we had $27.1 million in cash and cash equivalents. As adjusted includes approximately $         of net proceeds that we intend to use for future acquisitions. See “Use of Proceeds.”

(4) The as adjusted basis column includes the Bounty LLC interests not owned by us, which represents        % of the Bounty LLC Units. The Existing Owners will hold a non-controlling economic interest in Bounty LLC. Bounty Minerals will hold        % of the economic interest in Bounty LLC.

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DILUTION

Purchasers of our Class A common stock in this offering will experience immediate and substantial dilution in the net tangible book value per share of our Class A common stock for accounting purposes. Our net tangible book value as of September 30, 2022, after giving pro forma effect to our corporate reorganization, was approximately $        million, or $        per share of Class A common stock. Pro forma net tangible book value per share is determined by dividing our pro forma tangible net worth (tangible assets less total liabilities) by the total number of outstanding shares of Class A common stock that will be outstanding immediately prior to the closing of this offering including giving effect to the corporate reorganization (assuming that 100% of our Class B common stock has been cancelled in connection with a redemption of Bounty LLC Units for Class A common stock). After giving effect to the sale of the shares in this offering and further assuming the receipt of the estimated net proceeds (after deducting estimated underwriting discounts and commissions and estimated offering expenses), our adjusted pro forma net tangible book value as of September 30, 2022 would have been approximately $        million, or $        per share. This represents an immediate increase in the net tangible book value of $        per share to our existing stockholders and an immediate dilution (i.e., the difference between the offering price and the adjusted pro forma net tangible book value after this offering) to new investors purchasing shares in this offering of $        per share. The following table illustrates the per share dilution to new investors purchasing shares in this offering (assuming that 100% of our Class B common stock has been cancelled in connection with a redemption of Bounty LLC Units for Class A common stock):

Initial public offering price per share
Pro forma net tangible book value per share as of September 30, 2022 (after giving effect to the corporate reorganization)	$
Increase per share attributable to new investors in the offering	$
As adjusted pro forma net tangible book value per share (after giving effect to the corporate reorganization and this offering)	$
Dilution in pro forma net tangible book value per share to new investors in this offering	$

A $1.00 increase (decrease) in the assumed initial public offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) our as adjusted pro forma net tangible book value per share after the offering by $        and increase (decrease) the dilution to new investors in this offering by $        per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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The following table summarizes, on an adjusted pro forma basis as of September 30, 2022, the total number of shares of Class A common stock owned by existing stockholders (assuming that 100% of our Class B common stock has been cancelled in connection with a redemption of Bounty LLC Units for Class A common stock) and to be owned by new investors, the total consideration paid, and the average price per share paid by our existing stockholders and to be paid by new investors in this offering at $        , calculated before deduction of estimated underwriting discounts and commissions.

	Shares Purchased			Total Consideration			Average Price Per Share
	Number	Percent		Amount	Percent
	(in thousands)
Existing stockholders			%	$		%	$
New investors			%	$		%	$
Total			%	$		%	$

The data in the table excludes            shares of Class A common stock initially reserved for issuance and unissued under our equity incentive plan.

If the underwriters’ option to purchase additional shares is exercised in full, the number of shares held by new investors will be increased to             , or approximately         % of the total number of shares of Class A common stock.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the “Summary—Summary Historical and Pro Forma Financial Data” and the accompanying financial statements and related notes included elsewhere in this prospectus. The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, market prices for natural gas, NGLs and oil, production volumes, estimates of proved, probable and possible reserves, capital expenditures, economic and competitive conditions, regulatory changes and other uncertainties, as well as those factors discussed below and elsewhere in this prospectus, particularly in “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements,” all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.

Unless otherwise indicated, the historical financial information in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” reflects only the historical financial results of our predecessor, Bounty LLC, and does not give effect to the transactions described in “Corporate Reorganization.”

Overview

We own, acquire and manage mineral interests in the Appalachian Basin with the objective of growing cash flow from our existing portfolio for distribution to stockholders. Our initial target area was guided by a strong technical team that identified the areas of the basin we believe have the highest potential economics, enabling us to acquire our current holdings of approximately 65,000 net mineral acres. Our focus has been on acquiring primarily non-producing minerals in developing shale plays, which has allowed us to deliver significant organic production and cash flow growth as operators have increasingly developed the core of the basin. We expect this to continue as only 17% of our existing portfolio by identified net 3P locations have been developed as of June 30, 2022, which does not include the additional resource potential in our stacked pay areas. Our assets are exclusively mineral interests, which entitle us to the right to receive a share of recurring revenues from production without being subject to development capital requirements, operating expenses, or maintenance capital requirements. Mineral ownership results in higher cash flow margins than any other portion of the energy sector by providing exposure to commodity prices and minimizing operating expense while limiting exposure to service and development cost inflation.

We are a natural gas-focused minerals company. For the nine months ended September 30, 2022, the production from our mineral acreage position was substantially all natural gas and NGLs, with total production associated with our mineral interests totaling 12.0 Bcfe, comprised of 76% natural gas, 20% NGLs and 4% oil. For the three months ended September 30, 2022, total production associated with our mineral interests was 4.3 Bcfe, comprised of 78% natural gas, 19% NGLs and 3% oil. We plan to accomplish our objectives of growing cash flow and paying quarterly dividends by utilizing cash flow from the current and continued development of our acreage. We intend to further grow our acreage position by selectively targeting additional accretive acquisitions using the same technical, land and legal rigor our team has historically applied to acquisition opportunities. Our revenue principally consists of royalties from natural gas, NGLs and

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oil producing activities and revenues from lease bonuses and extension payments. We are not a producer, and our natural gas, NGLs and oil revenue is derived from a fixed percentage of the natural gas, NGLs and oil produced by exploration and production operators from the acreage underlying our mineral interests, and in some instances net of post-production expenses and taxes.

Market Conditions and Operational Trends

Historically, natural gas, NGLs and oil prices have been volatile and may continue to be volatile in the future. During the past five years, the Henry Hub spot market price for natural gas has ranged from a low of $1.33 per MMBtu in September 2020 to a high of $23.86 per MMBtu in February 2021. The posted price for WTI has ranged from a low of negative ($36.98) per barrel in April 2020 to a high of $123.64 per barrel in March 2022. As of September 30, 2022, the posted price for oil was $79.91 per barrel and the Henry Hub spot market price of natural gas was $6.40 per MMBtu. Lower prices may not only decrease our revenues, but also potentially the amount of natural gas, NGLs and oil that our operators can produce economically. We expect this market will continue to be volatile in the future. We currently have no commodity price hedges in place or debt outstanding. Additionally, in 2020, the outbreak of COVID-19 caused a continuing disruption to the natural gas and oil industry and to our business by, among other things, contributing to a significant decrease in global crude oil demand and the price for oil. These events, combined with the macro-economic impact of the continued outbreak of the COVID-19 pandemic and declining availability of hydrocarbon storage, exacerbated the decline in commodity prices, including the historic, record low price of negative ($36.98) per barrel that occurred in April 2020. The decline in commodity prices adversely affected the revenues we received for our mineral interests in 2020. Although commodity prices were alleviated in 2021, market volatility has continued, and we expect it will continue for the foreseeable future.

Many E&P operators of our mineral interests announced reductions to their capital budgets for 2020 and beyond, which adversely affected the development pace of our properties during 2020 and the beginning of 2021. However, many operators have since resumed or increased drilling and completion activities compared to activity levels in 2020 in connection with the increase in commodity prices in late 2020 and 2021.

How We Evaluate Our Operations

We use a variety of operational and financial measures to assess our operations. Among the measures considered by management are the following:

• volumes of natural gas, NGLs and oil produced;

• number of rigs on our acreage, permits, DUCs, producing wells and PARs;

• commodity prices; and

• Adjusted EBITDA, Adjusted EBITDA ex lease bonus and cash available for distribution.

Volumes of Natural Gas, NGLs and Oil Produced

In order to track and assess the performance of our assets, we monitor and analyze our production volumes from the various resource plays that comprise our portfolio of properties. We also regularly compare projected volumes to actual reported volumes and investigate unexpected variances.

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Number of Rigs on our Acreage, Permits, DUCs, Producing Wells and PARs

In order to track and assess the performance of our assets, we monitor and analyze the number of rigs currently drilling our properties. We also constantly monitor the number of permits, DUCs, producing wells and PARs that are applicable to our mineral and royalty interests in an effort to evaluate near-term production from the various resource plays that comprise our asset base.

Commodity Prices

Commodity prices have historically been volatile and may continue to be volatile in the future. Lower prices may not only decrease our revenues, but also potentially the amount of natural gas, NGLs and oil that our operators can produce economically. The prices we receive for natural gas, NGLs and oil are determined by factors affecting global and regional supply and demand dynamics, such as economic and geopolitical conditions, production levels, availability of transportation, weather cycles and other factors. In addition, realized prices are influenced by product quality and proximity to consuming and refining markets. Any differences between realized prices and NYMEX prices are referred to as differentials. Substantially all of our production is derived from properties located in the Appalachian Basin of the United States.

Natural Gas. The NYMEX price quoted at Henry Hub is a widely used benchmark for the pricing of natural gas in the United States. The actual volumetric prices realized from the sale of natural gas differ from the quoted NYMEX price as a result of quality and location differentials.

Quality differentials result from the heating value of natural gas measured in Btus and the presence of impurities, such as hydrogen sulfide, carbon dioxide and nitrogen. Natural gas containing ethane and heavier hydrocarbons has a higher Btu value and will realize a higher volumetric price than natural gas that is predominantly methane, which has a lower Btu value. Natural gas with a higher concentration of impurities will realize a lower volumetric price due to the presence of the impurities in the natural gas when sold or the cost of treating the natural gas to meet pipeline quality specifications.

Natural gas, which currently has a limited global transportation system, is subject to price variances based on local supply and demand conditions and the cost to transport natural gas to end-user markets.

NGLs. NGLs pricing is generally tied to the price of oil, but varies based on differences in liquid components and location.

Oil. The substantial majority of our oil production is sold at prevailing market prices, which fluctuate in response to many factors that are outside of our control. NYMEX light sweet crude oil, commonly referred to as WTI, is the prevailing domestic oil-pricing index. The majority of our oil production is priced at the prevailing market price with the final realized price affected by both quality and location differentials.

The chemical composition of crude oil plays an important role in its refining and subsequent sale as petroleum products. As a result, variations in chemical composition relative to the benchmark crude oil, usually WTI, will result in price adjustments, which are often referred to as quality differentials. The characteristics that most significantly affect quality differentials include the density of the oil, as characterized by its API gravity, and the presence and concentration of impurities, such as sulfur.

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Location differentials generally result from transportation costs based on the produced oil’s proximity to consuming and refining markets and major trading points.

Hedging

We currently have no commodity price hedges, which results in full exposure to commodity prices. We may in the future enter into certain derivative instruments to partially mitigate the impact of commodity price volatility on our cash generated from operations. From time to time, such instruments may include variable-to-fixed-price swaps, fixed-price contracts, costless collars and other contractual arrangements. The impact of these derivative instruments could affect the amount of revenue we ultimately realize. We may employ contractual arrangements other than fixed-price swap contracts in the future to mitigate the impact of price fluctuations. If commodity prices decline in the future, any such hedging contracts may partially mitigate the effect of lower prices on our future revenue.

Adjusted EBITDA, Adjusted EBITDA Ex Lease Bonus and Cash Available for Distribution

Adjusted EBITDA, Adjusted EBITDA ex lease bonus and cash available for distribution are non-GAAP supplemental financial measures used by our management and by external users of our financial statements such as investors, research analysts and others to assess the financial performance of our assets and their ability to sustain dividends over the long term without regard to financing methods, capital structure or historical cost basis.

We and Bounty LLC define Adjusted EBITDA as net income (loss) before interest expense, depreciation, depletion and amortization and, less other income, gain or loss on sale of oil and gas properties, stock based compensation expense and adjusted for certain other non-cash items. We and Bounty LLC define Adjusted EBITDA ex lease bonus as Adjusted EBITDA further adjusted to add the non-cash portion of lease bonus income paid as mineral interests and to eliminate the impacts of lease bonus revenue we receive due to the unpredictability of timing and magnitude of the revenue. We and Bounty LLC define cash available for distribution as Adjusted EBITDA ex lease bonus less interest expense and cash taxes.

Adjusted EBITDA, Adjusted EBITDA ex lease bonus and cash available for distribution do not represent and should not be considered alternatives to, or more meaningful than, net income, income from operations, cash flows from operating activities or any other measure of financial performance presented in accordance with GAAP as measures of our financial performance. Adjusted EBITDA, Adjusted EBITDA ex lease bonus and cash available for distribution have important limitations as analytical tools because they exclude some but not all items that affect net income, the most directly comparable GAAP financial measure. Our and Bounty LLC’s computation of Adjusted EBITDA, Adjusted EBITDA ex lease bonus and cash available for distribution may differ from computations of similarly titled measures of other companies. For further discussion, please read “Summary—Summary Historical and Pro Forma Financial Data—Non-GAAP Financial Measures.”

Sources of Our Revenues

A significant portion of our revenues are derived from the mineral royalty payments we receive from our operators based on the sale of natural gas, NGLs and oil produced from our mineral interests. Royalty revenues may vary significantly from period to period as a result of changes in volumes of production sold by our operators, production mix and commodity prices. A portion of our revenue also comes from other royalty and lease bonus payments. Other royalty revenue is comprised of flat rate, shut-in and gas storage payments. Lease bonus revenue includes cash payments received at the beginning of a new lease and extension payments on current leases.

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The following table presents the breakdown of our revenues for the following periods:

	Nine Months Ended September 30,						Year Ended December 31,
	2022			2021			2021			2020
Revenue
Oil and gas royalty revenues
Natural gas sales		57.4	%		59.8	%		63.0	%		63.2	%
NGLs sales		16.0	%		23.2	%		22.1	%		14.5	%
Oil sales		6.9	%		8.8	%		7.8	%		12.0	%
Other royalty revenue		0.0	%		0.2	%		0.1	%		0.1	%
Total royalty revenue		80.3	%		92.0	%		93.0	%		89.8	%
Lease bonus revenue		19.7	%		8.0	%		7.0	%		10.2	%
Total revenue		100	%		100	%		100	%		100	%

Principle Components of Our Cost Structure

The following is a description of the principle components of our cost structure. However, as an owner of mineral interests, we are not obligated to fund drilling and completion capital expenditures to bring a horizontal well on line, lease operating expenses to produce our natural gas, NGLs and oil or the plugging and abandonment costs at the end of a well’s economic life. All of the aforementioned costs are borne entirely by the E&P operator that has leased our mineral interests.

Royalty Deductions

Royalty deductions consist of our share of expenses for transportation, gathering, compression, processing and severance and ad valorem taxes.

Transportation, Gathering, Compression and Processing Expenses

Transportation, gathering, compression and processing expenses include the costs to process and transport our production to applicable sales points. Generally, the terms of the lease governing the development of our properties define the operator’s ability to pass through these expenses to us by deducting a pro rata portion of such expenses from our production revenues.

Severance and Ad Valorem Taxes

Severance taxes are paid on produced natural gas, NGLs and oil based on either a percentage of revenues from production sold or the number of units of production sold at fixed rates established by federal, state or local taxing authorities. In general, the production taxes we pay correlate to changes in our natural gas, NGLs and oil revenues, which is driven by our production volumes and prices received for our natural gas, NGLs and oil. We are also subject to ad valorem taxes in the counties where our production is located. Ad valorem taxes are generally based on the state or local government’s appraisal of the value of our natural gas, NGLs and oil properties, which also trend with anticipated production, as well as natural gas, NGLs and oil prices. Rates, methods of calculating property values and timing of payments vary across the different counties in which we own mineral interests.

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Depreciation and Depletion

Depreciation and depletion is the systematic expensing of the capitalized costs incurred to acquire and develop oil and natural gas properties. We use the successful efforts cost method of accounting, and, as such, all costs associated with successful acquisitions are capitalized and reasonably aggregated and depleted based on a common geological structural feature. Costs associated with unsuccessful acquisitions are expensed. Depletion is the expense recorded based on the cost basis of our properties and the volume of hydrocarbons extracted during each respective period, calculated on a units-of-production basis. Estimates of proved reserves are a major component of our calculation of depletion. We adjust our depletion rates in the fourth quarter of each year based upon the year-end reserve report prepared by CG&A, unless circumstances indicate that there has been a significant change in reserves or costs.

General and Administrative

General and administrative (“G&A”) expenses are costs incurred for overhead, including payroll and benefits for our staff, costs of maintaining our headquarters, costs of managing our properties, audit and other fees for professional services and legal compliance. As a result of becoming a public company, we anticipate incurring incremental G&A expenses relating to expenses associated with SEC reporting requirements, including annual and quarterly reports to stockholders, tax return preparation and dividend expenses, Sarbanes-Oxley Act compliance expenses, expenses associated with listing on the NYSE, independent auditor fees, legal expenses and investor relations expenses. These incremental G&A expenses are not reflected in the historical financial statements of our predecessor included elsewhere in this prospectus.

County and Other Taxes

County and other taxes are primarily comprised of county taxes and commercial activity taxes.

Acquisition and Land Costs

Acquisition and land costs include costs associated with unsuccessful acquisitions and ongoing land and title maintenance costs on existing properties.

Interest Expense

We did not have any debt outstanding or interest payments during the nine months ended September 30, 2022 or the year ended December 31, 2021 and we do not currently have any debt outstanding. During the year ended December 31, 2020, we paid unused line fees per our credit agreement. We never drew on the facility and the credit agreement terminated on July 1, 2020. We reflected these unused line fee payments under our credit facility during the year ended December 31, 2020 in interest expense.

Factors Affecting the Comparability of Our Financial Results

Our future results of operations may not be comparable to the historical results of operations of our predecessor for the periods presented, primarily for the reasons described below.

Corporate Reorganization

The historical consolidated financial statements included in this prospectus are based on the financial statements of our accounting predecessor, Bounty LLC. As a result, the historical consolidated financial data may not give you an accurate indication of what our actual results

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would have been if the corporate reorganization had been completed at the beginning of the periods presented or of what our future results of operations are likely to be.

After giving effect to the corporate reorganization and this offering, Bounty Minerals will own an approximate        % interest in Bounty LLC (or        % if the underwriters exercise their option to purchase additional shares in full). In addition, Bounty Minerals will be the sole managing member of Bounty LLC and will be responsible for all operational, management and administrative decisions relating to Bounty LLC’s business.

The corporate reorganization that will be completed simultaneously with the closing of this offering provides a mechanism by which the Bounty LLC Units to be allocated among the Existing Owners, including the holders of incentive units, will be determined. As a result, the satisfaction of all conditions relating to the vesting of certain incentive units in Bounty LLC held by our management and certain employees and non-employees will be probable. Accordingly, we will recognize a charge for stock compensation expense of approximately $            million related to the estimated fair value of the incentive units at the time of grant, all of which will be non-cash. In addition, based on an assumed initial offering price of $            per share (which is the midpoint of the range set forth on the cover of this prospectus), over the next year as the vesting conditions of the unvested incentive units are satisfied we will recognize additional non-cash charges for stock compensation expense of approximately $            million.

Acquisitions

We plan to pursue potential accretive acquisitions of additional mineral interests. We believe we will be well positioned to acquire such assets and, should such opportunities arise, identifying and executing acquisitions will be a key part of our strategy. However, if we are unable to make acquisitions on economically acceptable terms, our future growth may be limited, and any acquisitions we may make may reduce, rather than increase, our cash flows and ability to pay dividends to our stockholders.

Debt and Interest Expense

Our predecessor has no debt outstanding. As a public company, we may finance a portion of our acquisitions or operations with borrowings under future credit facilities or other debt arrangements. As a result, any future borrowings will incur interest expense that is affected by both fluctuations in interest rates and our financing decisions.

Public Company Expenses

Following the closing of this offering, we anticipate incurring incremental general and administrative expenses as a result of operating as a publicly traded company, such as expenses associated with SEC reporting requirements, including annual and quarterly reports, Sarbanes-Oxley Act compliance expenses, expenses associated with listing our Class A common stock on the NYSE, independent auditor fees, independent reserve engineer fees, legal fees, investor relations expenses, registrar and transfer agent fees, director and officer insurance expenses and director and officer compensation expenses. These incremental general and administrative expenses are not reflected in the historical financial statements of our predecessor. Additionally, in anticipation of this offering, we have hired additional employees and consultants, including accounting, engineering and legal personnel, in order to prepare for the requirements of being a publicly traded company.

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Income Taxes

Bounty Minerals is subject to U.S. federal and state income taxes as a corporation. Our predecessor, Bounty LLC, is treated as a flow-through entity for U.S. federal income tax purposes, and as such, is generally not subject to U.S. federal income tax at the entity level. Rather, the tax liability with respect to its taxable income will be passed through to the members of Bounty LLC, including Bounty Minerals, following our corporate reorganization. Accordingly, the financial data attributable to Bounty LLC contains no provision for U.S. federal income taxes or income taxes in any state or locality (other than margin tax in the State of Texas). We estimate that Bounty Minerals would have been subject to U.S. federal, state and local taxes at a blended statutory rate of        % of 2020 pre-tax earnings and would be subject to a blended statutory rate of        % of 2021 pre-tax earnings. Based on blended statutory rates of        % and        % for 2020 and 2021, respectively, Bounty Minerals would have incurred pro forma income tax expense for the years ended December 31, 2020 and 2021 of approximately $            million and $            million, respectively.

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Results of Operations

Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021

The following table provides the components of our predecessor’s revenues and expenses for the periods indicated, as well as each period’s respective average prices and production volumes:

	Nine Months Ended September 30,
	2022		2021		Variance
	(dollars in thousands, except for realized prices)
Production
Natural gas (MMcf)		9,156		9,411		(255	)	(2.7	)%
NGLs (MBbls)		391		360		31		8.5	%
Oil (MBbls)		78		77		1		1.3	%
Equivalents (MMcfe)		11,966		12,031		(65	)	(0.5	)%
Equivalents per day (Mcfe/d)		43,832		44,071		(239	)	(0.5	)%
Revenues
Natural gas revenue	$	59,534	$	28,317	$	31,217		110.2	%
NGLs revenue		16,553		11,002		5,551		50.5	%
Oil revenue		7,118		4,137		2,981		72.1	%
Other royalty revenue		22		91		(69	)	(75.7	)%
Total royalty revenue		83,227		43,547		39,681		91.1	%
Lease bonus		20,471		3,800		16,671		438.7	%
Total revenue	$	103,698	$	47,347	$	56,351		119.0	%
Realized prices
Natural gas (/Mcf)	$	6.50	$	3.01	$	3.49		116.1	%
NGLs (/Bbl)		42.36		30.55		11.81		38.7	%
Oil (/Bbl)		91.76		54.00		37.76		69.9	%
Equivalents (/Mcfe)	$	6.95	$	3.61	$	3.34		92.5	%
Operating expenses
Royalty deductions	$	6,851	$	6,027	$	824		13.7	%
County and other taxes		332		356		(25	)	(6.9	)%
Acquisition and land costs		3		1,670		(1,668	)	(99.8	)%
Depreciation and depletion		9,295		11,200		(1,905	)	(17.0	)%
General and administrative		6,454		4,558		1,896		41.6	%
Loss on sale of minerals		4,072		—		4,072		100.0	%
Total expenses	$	27,008	$	23,813	$	3,195		13.4	%
Income from operations	$	76,691	$	23,534	$	53,156		225.9	%
Other income (expense)
Other income	$	1,136	$	1	$	1,135		113,126.5	%
Total other income (expense), net	$	1,136	$	1	$	1,135		113,126.5	%
Net income	$	77,826	$	23,535	$	54,291		230.7	%

Note: Individual variance amounts may not calculate due to rounding.

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Revenues

Total revenues for the nine months ended September 30, 2022 increased by 119%, or $56.4 million, compared to the nine months ended September 30, 2021. The increase was attributable to a $39.7 million increase in total royalty revenue during the period and a $16.7 million increase in lease bonus revenue. The increase in total royalty revenue was primarily the result of increased commodity prices. Realized commodity prices increased 93% resulting in an additional $40.0 million increase in total royalty revenue. A 0.5% decrease in production volumes to 43,832 Mcfe/d resulted in a corresponding decrease in revenue of $0.2 million. The decrease in production volumes was primarily attributable to multiple months of prior period revenue received for multiple wells in the third quarter of 2021.

Natural gas revenue for the nine months ended September 30, 2022 increased by 110%, or $31.2 million, compared to the nine months ended September 30, 2021. Natural gas production volumes decreased 3% to 33,539 Mcf/d resulting in a $0.8 million decrease in natural gas sales. The decrease in natural gas production was primarily attributable to multiple months of prior period revenue received for multiple wells in the third quarter of 2021. Realized natural gas prices increased by 116% to $6.50 per Mcf resulting in an increase in revenue of $32.0 million.

NGLs revenue for the nine months ended September 30, 2022 increased by 51%, or $5.6 million compared to the nine months ended September 30, 2021. NGLs production volumes increased by 9% to 1,431 Boe/d, resulting in a $0.9 million increase in NGLs sales, while realized NGLs prices increased by 39% to $42.36 per barrel, resulting in an additional increase in revenue of $4.6 million.

Oil revenue for the nine months ended September 30, 2022 increased by 72%, or $3.0 million, compared to the nine months ended September 30, 2021. Oil production volumes increased 1% to 284 Boe/d resulting in a $52 thousand increase in oil revenue, while realized oil prices increased 70% to $91.76 per barrel, resulting in an additional increase in revenue of $2.9 million.

Other royalty revenue for the nine months ended September 30, 2022 decreased by 76% or $69 thousand, compared to the nine months ended September 30, 2021. The decrease for the period was primarily attributable to a settlement payment for royalties received in 2021.

Lease bonus revenue for the nine months ended September 30, 2022 increased by 439%, or $16.7 million, compared to the nine months ended September 30, 2021. The increase was primarily attributable to an increase in leasing activity on our interests.

Other income

Other income includes interest income and a litigation settlement in 2022.

Operating and other expenses

Royalty deductions for the nine months ended September 30, 2022 increased by 14%, or $0.8 million, as compared to the nine months ended September 30, 2021, which was largely driven by the 9% increase in our NGL volumes resulting in increased processing expenses.

County and other taxes for the nine months ended September 30, 2022 decreased by 7%, or $25 thousand, as compared to the nine months ended September 30, 2021.

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Acquisition and land expenses for the nine months ended September 30, 2022 decreased by 100%, or $1.7 million, as compared to the nine months ended September 30, 2021, which was primarily due to a contingent loss in 2021 of previously acquired minerals as a result of title issues.

Depreciation and depletion expense for the nine months ended September 30, 2022 decreased by 17%, or $1.9 million, compared to the nine months ended September 30, 2021, which was primarily due to a decrease in depletion expense of $1.9 million. Slightly lower production volumes decreased our depletion expense by $51 thousand, and a lower depletion rate decreased our depletion expense by $1.9 million.

General and administrative expense for the nine months ended September 30, 2022 increased by 42%, or $1.9 million, compared to the nine months ended September 30, 2021 as a result of legal, audit and other costs associated with the offering.

The $4.1 million loss on the sale of minerals for the nine months ended September 30, 2022 related to the August 2022 sale of our Oklahoma properties.

Year Ended December 31, 2021 Compared to Year Ended December 31, 2020

The following table provides the components of our predecessor’s revenues and expenses for the periods indicated, as well as each period’s respective average prices and production volumes:

	Year Ended December 31,
	2021		2020		Variance
	(dollars in thousands, except for realized prices)
Production
Natural gas (MMcf)		13,587		11,087		2,500		22.6	%
NGLs (MBbls)		503		347		157		45.2	%
Oil (MBbls)		101		115		(14	)	(12.2	)%
Equivalents (MMcfe)		17,209		13,854		3,356		24.2	%
Equivalents per day (Mcfe/d)		47,149		37,852		9,297		24.6	%
Revenues
Natural gas revenue	$	46,856	$	18,723	$	28,133		150.3	%
NGLs revenue		16,483		4,284		12,199		284.8	%
Oil revenue		5,785		3,565		2,220		62.3	%
Other royalty revenue		93		34		59		173.5	%
Total royalty revenue		69,218		26,606		42,612		160.1	%
Lease bonus		5,215		3,024		2,191		72.5	%
Total revenue	$	74,433	$	29,630	$	44,803		151.2	%
Realized prices
Natural gas (/Mcf)	$	3.45	$	1.69	$	1.76		104.1	%
NGLs (/Bbl)		32.76		12.36		20.40		165.0	%
Oil (/Bbl)		57.48		31.08		26.40		84.9	%
Equivalents (/Mcfe)	$	4.02	$	1.92	$	2.10		109.4	%

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	Year Ended December 31,
	2021		2020			Variance
	(dollars in thousands, except for realized prices)
Operating expenses
Royalty deductions	$	8,637	$	4,987		$	3,650		73.2	%
County and other taxes		411		326			85		26.1	%
Acquisition and land costs		1,686		274			1,412		515.3	%
Depreciation and depletion		12,788		11,692			1,096		9.4	%
General and administrative		5,915		6,532			(617	)	(9.4	)%
Total expenses	$	29,436	$	23,811		$	5,626		23.6	%
Income from operations	$	44,996	$	5,819		$	39,117		673.3	%
Other income (expense)
Other income	$	2	$	175		$	(173	)	(98.9	)%
Interest expense, net		—		(57	)		57		100.0	%
Total other income (expense), net	$	2	$	117		$	(115	)	(98.3	)%
Net income	$	44,998	$	5,936		$	39,061		657.9	%

Note: Individual variance amounts may not calculate due to rounding.

Revenues

Total revenues for the twelve months ended December 31, 2021 increased by 151%, or $44.8 million, compared to the year ended December 31, 2020. The increase was attributable to a $42.6 million increase in total royalty revenue during the period and a $2.2 million increase in lease bonus revenue. The increase in total royalty revenue was primarily the result of increased commodity prices and increased drilling and completion activity on our mineral interests, which resulted in a 25% increase in production volumes to 47,149 Mcfe/d and a corresponding increase in revenue of $5.7 million. Realized commodity prices increased 109% resulting in an additional $36.8 million increase in total royalty revenue.

Natural gas revenue for the year ended December 31, 2021 increased by 150%, or $28.1 million, compared to the year ended December 31, 2020. Natural gas production volumes increased 23% to 37,225 Mcf/d resulting in a $4.2 million increase in natural gas sales. The increase in natural gas production volumes for the period was primarily attributable to increased drilling and completion activity on our properties in Pennsylvania and West Virginia. Realized natural gas prices increased by 104% to $3.45 per Mcf resulting in an additional increase in revenue of $23.9 million.

NGLs revenue for the year ended December 31, 2021 increased by 285%, or $12.2 million compared to the year ended December 31, 2020. NGLs production volumes increased by 45% to 1,378 Boe/d, resulting in a $1.9 million increase in NGLs sales, while realized NGLs prices increased by 165% to $32.76 per barrel, resulting in an additional increase in revenue of $10.3 million.

Oil revenue for the year ended December 31, 2021 increased by 62%, or $2.2 million, compared to the year ended December 31, 2020. Oil production volumes decreased 12% to 276 Boe/d resulting in a $0.4 million decrease in oil revenue. The decrease in oil production volumes for the period was primarily attributable to lower overall production from new wells in 2021

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compared to new well production in 2020. The decrease in oil production was offset by an increase in realized oil prices, which increased 85% to $57.48 per barrel, resulting in an additional increase in revenue of $2.7 million.

Other royalty revenue for the year ended December 31, 2021 increased by 173.5% or $59 thousand, compared to the year ended December 31, 2020. The increase for the period was primarily attributable to a settlement payment for royalties owed.

Lease bonus revenue for the year ended December 31, 2021 increased by 72%, or $2.2 million, compared to the year ended December 31, 2020. The increase was primarily attributable to an increase in leasing activity on our interests in Ohio and West Virginia.

Other income

Other income includes interest income and a litigation settlement in 2020.

Operating and other expenses

Royalty deductions for the year ended December 31, 2021 increased by 73%, or $3.7 million, as compared to the year ended December 31, 2020, which was largely driven by the 25% increase in our production volumes.

County and other taxes for the year ended December 31, 2021 increased by 26%, or $85 thousand, as compared to the year ended December 31, 2020, which was primarily due to higher county taxes associated with natural gas revenue as a result of higher natural gas production volumes and natural gas prices and due to Ohio commercial activity taxes associated with leasing activity.

Acquisition and land expenses for the year ended December 31, 2021 increased by 515%, or $1.4 million, as compared to the year ended December 31, 2020, which was primarily due to a contingent loss of previously acquired minerals as a result of title issues.

Depreciation and depletion expense for the year ended December 31, 2021 increased by 9%, or $1.1 million, compared to the year ended December 31, 2020, which was primarily due to an increase in depletion expense of $1.1 million. Higher production volumes increased our depletion expense by $2.7 million, and a lower depletion rate decreased our depletion expense by $1.6 million.

General and administrative expense for the year ended December 31, 2021 decreased by 9%, or $617 thousand, compared to the year ended December 31, 2020 as a result of lower professional fees and employee costs.

Interest and debt related expense for the year ended December 31, 2021 decreased $57 thousand compared to the year ended December 31, 2020 due to the expiration of the utilized credit agreement in 2020 and no additional debt incurred in the year ended December 31, 2021.

Capital Requirements and Sources of Liquidity

Historically, our primary sources of liquidity have been capital contributions from the Existing Owners and cash flows from operations. Following the completion of this offering, we expect our primary sources of liquidity to be the net proceeds retained from this offering, cash flows from operations, proceeds from any future issuances of debt or equity securities and, to the extent

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needed, borrowings under future credit facilities. We do not anticipate entering into any credit facilities in the near future. We expect our primary use of capital will be for the payment of dividends to our stockholders and for investing in our business, specifically the acquisition of additional mineral interests.

As a mineral interest owner, we incur the initial cost to acquire our interests, but thereafter do not incur any development capital expenditures or lease operating expenses, which are entirely borne by the operator. As a result, our only capital expenditures are related to our acquisition of additional mineral and royalty interests. The amount and allocation of future acquisition-related capital expenditures will depend upon a number of factors, including the number and size of acquisition opportunities, our cash flows from operations, investing and financing activities and our ability to assimilate acquisitions. For the nine months ended September 30, 2022 and 2021, we incurred approximately $0 and $0.3 million, respectively, for acquisition-related capital expenditures. For the years ended December 31, 2021 and 2020, we incurred approximately $0.3 million and $0.9 million, respectively, for acquisition-related capital expenditures. We periodically assess changes in current and projected cash flows, acquisition and divestiture activities and other factors to determine the effects on our liquidity. Based upon our current natural gas, NGLs and oil price expectations for the year ending December 31, 2022, and following the closing of this offering, we believe that our cash flow from operations and a portion of the proceeds from this offering will provide us with sufficient liquidity to execute our current strategy. However, our ability to generate cash is subject to a number of factors, many of which are beyond our control, including commodity prices, weather and general economic, financial, competitive, legislative, regulatory and other factors. If we require additional capital for acquisitions or other reasons, we may seek such capital through traditional reserve base borrowings, joint venture partnerships, asset sales, offerings of debt and equity securities or other means. If we are unable to obtain funds when needed or on acceptable terms, we may not be able to complete acquisitions that may be favorable to us.

As of September 30, 2022, we had no debt outstanding, as we did not renew or replace our previously utilized credit facility agreement when it expired in 2020. However, we may put in place a new credit facility in the future.

Working Capital

Our working capital, which we define as current assets minus current liabilities, was $49 million and $29 million as of September 30, 2022 and December 31, 2021, respectively. Our collection of receivables has historically been timely, and losses associated with uncollectible receivables have historically not been significant.

When new wells are turned to sales, our collection of receivables has lagged approximately three months from initial production as operators complete the division order process, at which point we are paid in arrears. Our cash and cash equivalents balance totaled $27.1 million and $13.6 million at September 30, 2022 and December 31, 2021, respectively. We expect that our cash flows from operations and the estimated net proceeds from this offering, as described under “Use of Proceeds,” will be sufficient to fund our working capital needs. We expect that the pace of our operators’ drilling of our undeveloped locations, production volumes, commodity prices and differentials to Henry Hub and WTI prices for our natural gas, NGLs and oil production will be the largest variables affecting our working capital.

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Cash Flows

The following table summarizes our cash flows for the periods:

	Nine Months Ended September 30,						Year Ended December 31,
	2022			2021			2021			2020
	(In thousands)
Net cash provided by operating activities	$	85,032		$	27,589		$	46,136		$	18,297
Net cash provided by (used in) investing activities		116			(314	)		(343	)		(898	)
Net cash used in financing activities		(71,581	)		(17,500	)		(42,500	)		(23,827	)

Analysis of Cash Flow Changes Between the Nine Months Ended September 30, 2022 and 2021

Operating activities. Net cash provided by operating activities is primarily affected by the prices of natural gas, NGLs and oil, production volumes, lease bonus revenue and changes in working capital. The 93% increase in realized prices and the 439% increase in lease bonus during the nine months ended September 30, 2022 discussed above were offset by increases in cash operating expenses and accounts receivable. Typically, an operator makes initial payment related to a new well approximately three months after the well has come on line, often comprised of multiple months of production paid in arrears.

Investing activities. Net cash used in investing activities is primarily comprised of purchases of furniture, equipment and natural gas and oil mineral interests. For the nine months ended September 30, 2022, our net cash provided by investing activities was primarily a result of net proceeds on the sale of our Oklahoma properties of $133 thousand, offset by acquisitions of mineral interests totaling $6 thousand and additions to other fixed assets of $10 thousand.

For the nine months ended September 30, 2021, our net cash used in investing activities was primarily a result of acquisitions of mineral interests totaling $297 thousand and additions to other fixed assets of $18 thousand.

Financing activities. Net cash used in financing activities for the nine months ended September 30, 2022 included $71.6 million in net capital distributions to the Existing Owners.

Net cash used in financing activities for the nine months ended September 30, 2021 included $17.5 million in net capital distributions to the Existing Owners.

Analysis of Cash Flow Changes Between the Year Ended December 31, 2021 and 2020

Operating activities. Net cash provided by operating activities is primarily affected by the prices of natural gas, NGLs and oil, production volumes, lease bonus revenue and changes in working capital. The 24% increase in production volumes and the 109% increase in realized prices during the year ended December 31, 2021 discussed above were offset by increases in operating expenses and accounts receivable. Typically, an operator makes initial payment related to a new well approximately three months after the well has come on line, often comprised of multiple months of production paid in arrears.

Investing activities. Net cash used in investing activities is primarily comprised of purchases of furniture, equipment and natural gas and oil mineral interests. For the year ended December 31, 2021, our net cash used in investing activities was primarily a result of acquisitions of mineral interests totaling $323 thousand and additions to other fixed assets of $20 thousand.

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For the year ended December 31, 2020, our net cash used in investing activities was primarily a result of acquisitions of mineral interests totaling $880 thousand and additions to other fixed assets of $18 thousand.

Financing activities. Net cash used in financing activities for the year ended December 31, 2021 included $42.5 million in net capital distributions to the Existing Owners.

Net cash used in financing activities for the year ended December 31, 2020 included $23.8 million in net capital distributions to the Existing Owners.

Our Credit Facility

On September 21, 2017, we entered into a revolving credit agreement with Frost Bank secured by certain of our oil and gas properties. The borrowing base of $15,000,000 was subject to periodic redeterminations and bore interest at the prime rate. The Company never drew on the facility and the credit agreement terminated on July 1, 2020. The Company paid $38,125 in unused line fees in 2020.

Contractual Obligations

As of September 30, 2022 and as of December 31, 2021, we did not have any long-term debt, capital lease obligations, or long-term liabilities. Please see “Our Credit Facility” for a description of our previous revolving credit facility and Note 5 to our consolidated financial statements for the nine months ended September 30, 2022 and 2021 and Note 7 to our consolidated financial statements for the years ended December 31, 2021 and 2020 included elsewhere in this prospectus for our operating lease obligations under the office lease agreement.

Quantitative and Qualitative Disclosure About Market Risk

We are exposed to market risk, including the effects of adverse changes in commodity prices and interest rates and operator credit risk as described below. The primary objective of the following information is to provide quantitative and qualitative information about our potential exposure to market risks. The term “market risk” refers to the risk of loss arising from adverse changes in natural gas and oil prices and interest rates and operator credit risk. The disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses. This forward-looking information provides indicators of how we view and manage our ongoing market risk exposures.

Commodity Price Risk

Our major market risk exposure is in the pricing that our operators receive for the natural gas, NGLs and oil produced from our properties. Realized prices are primarily driven by the prevailing global prices for natural gas, NGLs and oil in the United States. Pricing for natural gas, NGLs and oil has been volatile and unpredictable for several years, and we expect this volatility to continue in the future. During the past five years, the Henry Hub spot market price for natural gas has ranged from a low of $1.33 per MMBtu in September 2020 to a high of $23.86 per MMBtu in February 2021. The posted price for WTI has ranged from a low of negative ($36.98) per barrel in April 2020 to a high of $123.64 per barrel in March 2022. As of September 30, 2022, the Henry Hub spot market price of natural gas was $6.40 per MMBtu and the posted price for oil was $79.91 per barrel. Lower prices may not only decrease our revenues, but also potentially the amount of natural gas, NGLs and oil that our operators can produce economically. We expect this market will continue to be volatile in the future. We currently have no commodity price hedges in place or debt outstanding. The prices our operators receive for the natural gas, NGLs and oil produced from

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our properties depend on numerous factors beyond their and our control, as discussed in “Risk Factors—Risks Related to Our Business.” A substantial or extended decline in commodity prices may adversely affect our business, financial condition or results of operations.

A $0.10 per Mcf change in our realized natural gas price would have resulted in a $0.9 million change in our royalty revenues related to natural gas sales for the nine months ended September 30, 2022. A $1.00 per barrel change in NGLs prices would have resulted in a $0.4 million change in our royalty revenues related to NGL sales for the nine months ended September 30, 2022. A $1.00 per barrel change in our realized oil price would have resulted in a $78 thousand change in our royalty revenues related to oil sales for the nine months ended September 30, 2022. Royalties on natural gas sales contributed 57% of our total revenues for the nine months ended September 30, 2022. Royalties on NGLs sales contributed 16% of our total revenues for the nine months ended September 30, 2022.

A $0.10 per Mcf change in our realized natural gas price would have resulted in a $1.4 million change in our royalty revenues related to natural gas sales for the year ended December 31, 2021. A $1.00 per barrel change in NGLs prices would have resulted in a $0.5 million change in our royalty revenues related to NGL sales for the year ended December 31, 2021. A $1.00 per barrel change in our realized oil price would have resulted in a $0.1 million change in our royalty revenues related to oil sales for the year ended December 31, 2021. Royalties on natural gas sales contributed 63% of our total revenues for the year ended December 31, 2021. Royalties on NGLs sales contributed 22% of our total revenues for the year ended December 31, 2021.

We do not have any derivative instruments outstanding. We may in the future enter into derivative instruments, such as collars, swaps and basis swaps, to partially mitigate the impact of commodity price volatility. These hedging instruments would allow us to reduce, but not eliminate, the potential effects of the variability in cash flow from operations due to fluctuations in natural gas, NGLs and oil prices.

Operator Credit Risk

Our principal exposures to credit risk are through receivables generated by the production activities of our operators. The inability or failure of our significant operators to meet their obligations to us or their insolvency or liquidation may adversely affect our financial results. However, we believe the credit risk associated with our operators is acceptable.

Interest Rate Risk

As of September 30, 2022, and December 31, 2021 and 2020, we had no debt outstanding. We never borrowed under our credit facility, and it terminated in July of 2020. Unused fee interest was calculated under the terms of the credit agreement governing our credit facility at a rate per annum equal to one-half of one percent (0.5%) of the difference between the borrowing base and the unused amount of the facility, calculated and paid quarterly. We may use certain derivative instruments to hedge our exposure to variable interest rates in the future, but we do not currently have any interest rate hedges in place.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our predecessor’s consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of our predecessor’s financial statements requires it to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues

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and expenses and related disclosure of contingent assets and liabilities. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates.

A complete list of our predecessor’s significant accounting policies are described in the notes to our predecessor’s audited financial statements for the year ended December 31, 2021 included elsewhere in this prospectus.

Basis of Accounting

The accounts are maintained and the financial statements have been prepared in accordance with GAAP.

Principles of Consolidation

Our predecessor’s financial statements included elsewhere in this prospectus include the accounts of Bounty Minerals LLC, Bounty Minerals Management LLC, Bounty Minerals BlockerCo LLC and Bounty Minerals EmployeeCo LLC, each wholly owned subsidiaries of Bounty LLC. All intercompany accounts and transactions have been eliminated in the financial statements.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect certain reported amounts in the financial statements and accompanying notes. Actual results could differ from these estimates and assumptions. Significant estimates with regard to these financial statements include the estimation of proved oil and gas reserves used in the calculation of depletion expense, the impairment of long-lived assets, including mineral interests, the estimate of the fair value of share-based compensation, and revenue accruals.

Recently Issued Accounting Pronouncements

See “Note 2—Summary of Significant Accounting Policies” to our consolidated financial statements as of December 31, 2021 included elsewhere in this prospectus, for a discussion of recent accounting pronouncements.

Under the JOBS Act, we expect that we will meet the definition of an “emerging growth company,” which would allow us to take advantage of an extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act.

Internal Controls and Procedures

We are not currently required to comply with the SEC’s rules implementing Section 404 of Sarbanes-Oxley, and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a public company, we will be required to comply with the SEC’s rules implementing Section 302 of Sarbanes-Oxley, which will require our management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting. We will not be required to have our independent registered public accounting firm attest to the effectiveness of our internal control over financial reporting under Section 404 until our first annual report subsequent to our ceasing to be an “emerging growth company” within the meaning of Section 2(a)(19) of the Securities Act. To comply with the

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requirements of being a public company, we will need to implement additional financial and management controls, reporting systems and procedures and hire additional accounting, finance and legal staff.

Inflation

There has been an increase in inflation in the United States, primarily in the past year. However, it has not had a material impact on our results of operations for the nine months ended September 30, 2022 and 2021 or the years ended December 31, 2021 and 2020. Although the impact of inflation on our operations has been insignificant in recent years, it is still a factor in the United States economy and our operators tend to experience inflationary pressure on the cost of oilfield services and equipment as drilling activity increases in the areas in which our properties are located due to increasing natural gas and oil prices.

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BUSINESS

Our Company

We own, acquire and manage mineral interests in the Appalachian Basin with the objective of growing cash flow from our existing portfolio for distribution to stockholders. Our initial target area was guided by a strong technical team that identified the areas of the basin we believe have the highest potential economics, enabling us to acquire our current holdings of approximately 65,000 net mineral acres. Our focus has been on acquiring primarily non-producing minerals in developing shale plays, which has allowed us to deliver significant organic production and cash flow growth as operators have increasingly developed the core of the basin. We expect this to continue as only 17% of our existing portfolio by identified net 3P locations have been developed as of June 30, 2022, which does not include the additional resource potential in our stacked pay areas. Our assets are exclusively mineral interests, which entitle us to the right to receive a share of recurring revenues from production without being subject to development capital requirements, operating expenses, or maintenance capital requirements. Mineral ownership results in higher cash flow margins than any other portion of the energy sector by providing exposure to commodity prices and minimizing operating expense while limiting exposure to service and development cost inflation.

We are a natural gas-focused minerals company. For the nine months ended September 30, 2022, the production from our mineral acreage position was substantially all natural gas and NGLs, with total production associated with our mineral interests totaling 12.0 Bcfe, comprised of 76% natural gas, 20% NGLs and 4% oil. For the three months ended September 30, 2022, total production associated with our mineral interests was 4.3 Bcfe, comprised of 78% natural gas, 19% NGLs and 3% oil. We plan to accomplish our objectives of growing cash flow and paying quarterly dividends by utilizing cash flow from the current and continued development of our acreage. We intend to further grow our acreage position by selectively targeting additional accretive acquisitions using the same technical, land and legal rigor our team has historically applied to acquisition opportunities.

Our History

Our team has a long history of buying mineral interests in top-tier prospective acreage throughout the United States. We were formed in 2012 with the objective of acquiring primarily non-producing mineral interests in the Appalachian Basin. We believe our team has a demonstrated and proven competitive advantage to technically identify, source, evaluate, negotiate, acquire and manage mineral and royalty interests in high quality areas of the Appalachian Basin. We acquired all of our approximately 65,000 net mineral acres through more than 1,200 transactions covering three states and 30 counties. The substantial majority of our acreage is subject to a lease, and of that leased acreage, we have had the opportunity to directly negotiate leases on over 22,000 net mineral acres, generating over $104 million of lease bonus income from our inception to September 30, 2022. The members of our executive team, including our Executive Chairman, have an average of 30 years of oil and gas experience, including prior leadership experience in the management of, and value creation within, minerals, upstream and midstream assets. We utilize geology and engineering consultants with an average of over 43 years of experience in the Appalachian Basin, with extensive subsurface expertise including vertical well logs and performance analysis, to help us identify and evaluate potential acquisition opportunities. We believe we have earned a positive reputation for building relationships through our negotiations with mineral owners, evaluating and analyzing title, navigating legal complexities and consistently and efficiently closing deals. Over the last five years, we have also actively engaged with the legislatures of Pennsylvania, West Virginia and Ohio to advocate for the passage of laws to both protect mineral owners and promote development. This process has allowed us

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to develop mutually beneficial relationships with operators and land owners, which are key to our continued success.

Our experience and expertise has enabled us to aggregate a considerable inventory of non-producing acreage ahead of development activity. In 2017, our primary allocation of capital shifted from acquisition and resource capture to returning capital to our stockholders. While our capital allocation strategy shifted, our production grew by over 33% on a Mcfe basis from 2019 to 2021, demonstrating our ability to grow production without the need for additional significant capital investment in acquisitions due to our inventory remaining largely ahead of development activity. The graphic below compares our net acres acquired by year to our total net production over time:

In addition to our production growth, our royalty revenue has increased substantially since 2019. We generated $25.7 million in royalty revenue in the fourth quarter of 2021 compared to $12.4 million in the fourth quarter of 2019, representing an increase of more than 107%.

Our Focus on the Appalachian Basin

We target the Southwestern portion of the Appalachian Basin in the tri-state area covering Ohio, West Virginia and Southwestern Pennsylvania, focusing on the highly-attractive, dry gas and liquids-rich portions of the play with stacked pay potential in three separate zones that provide favorable economics. While dry gas is the predominant resource in the Marcellus, Utica and Upper Devonian Shales, each of the Marcellus and the Utica shales have liquids-rich reserves located in the western portion of the play with dry gas reserves in the eastern portion. The geologic characteristics of the Appalachian Basin are mature and well-understood and we believe the continuous nature of the hydrocarbons in our targeted area of the basin provide for more consistent and a higher probability of development of our acreage. We have achieved organic production growth and increased cash flow by following emerging well results and targeting undeveloped areas with the best underlying geology where we expect operators will continue development activity and complete new wells to offset declines and grow production. The Southwestern portion of the Appalachian Basin, where we primarily target and own minerals, has grown from approximately 1,700 horizontal producing wells in 2012 to more than 10,600 horizontal producing wells as of September 30, 2022.

Our production growth has significantly outpaced the broader Appalachian Basin. Per the May 2022 EIA Update, dry natural gas production from the shale formations of Appalachia has been growing since 2006, with production in the region reaching 33.6 Bcf/d in December 2021. Since 2019, the production growth of the Appalachian Basin as a whole has averaged a 3% CAGR

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according to the May 2022 EIA Update, while increased development of our portfolio over the same period has resulted in organic gas production growth at a materially higher 10% CAGR. The graphic below compares our dry gas production growth from 2019 to 2021 to the dry gas production growth of the Appalachian Basin as a whole during the same period.

Bounty vs. Appalachia Dry Gas Production Growth

As of June 30, 2022, CG&A estimated only 17% of our existing portfolio by identified net 3P locations was currently developed. The graphic below compares our annual production (Mcfe/d) to the percentage of our acreage that was developed from 2013 to 2021:

Total Annual Production vs % Developed by Year

Our focus on Appalachia is also unique among public mineral companies, who either have limited or no exposure to the Appalachian Basin. As such, we believe we offer a unique opportunity to public investors looking to participate in the growth of the largest and most economic natural gas basin in the United States.

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Future Development

Our minerals are leased to some of the top operators in Southwest Appalachia, who have significant inventory of future locations and DUCs, as well as a substantial portion of current active rigs in the basin. In the preceding two years, 79% of our acreage has been within five miles of an active rig, and 61% of our mineral acreage was within three miles of an active rig. For the nine months ended September 30, 2022, there were a total of 495 completions within counties in which we own mineral interests, of which 28% were located on our acreage. As of September 30, 2022, 37% of current active rigs in Southwest Appalachia were developing units on our acreage position. This increased activity on our acreage and proximity to rig activity further demonstrates the likelihood of future development and the potential for continued development. According to Enverus production data, as of November 17, 2022, 32 of the top 100 wells in Southwest Appalachia were on our acreage, and our mineral position was operated by all of the top ten operators in our portion of the basin, based on 2021 gross operated production. These operators make up approximately 78% of our total leased acreage position and, since 2020, have completed approximately 84% of the total wells within the counties in which we own mineral interests. Five of our top operators are companies whose capital budgets are deployed solely in Appalachia.

As operators continue to develop the substantial leased inventory of horizontal drilling locations on our acreage, we expect this development activity to support our production and cash flow from undeveloped mineral acreage in our portfolio. We divide our horizontal well inventory into six categories based on the development stage of the well or prospective well: (i) PDP, (ii) PARs, (iii) DUCs, (iv) permitted wells, (v) additional drilling locations inside current Bounty DSUs, and (vi) additional drilling locations in DSUs that we anticipate will be formed in the future based on our assumptions described below. PARs, DUCs and permitted wells, which we collectively refer to as our “activity wells,” provide near-term visibility on production activity in areas where we own interests, as we have historically found that activity wells are likely to be converted into producing wells under a short time horizon. We refer to additional drilling locations inside current Bounty DSUs and additional drilling locations on DSUs that we anticipate will be formed in the future, as our “additional locations.”

The table below reflects our current gross and net horizontal producing wells, activity wells and additional locations as of June 30, 2022 across our DSU acreage by state and play, consistent with our 3P reserve report prepared by CG&A.

	Activity Wells								Additional Locations
State	PDP		PARs(1)		DUCs		Permitted Wells		LOCs Inside Existing Unit		Remaining LOCs		Total
Ohio		494		18		33		17		95		835		1,492
Pennsylvania		253		6		27		24		39		675		1,024
West Virginia		505		42		36		81		106		1,901		2,671
Total Gross Location Count		1,252		66		96		122		240		3,411		5,187
Total Net Location Count(2)		11.04		0.50		0.81		1.81		2.40		48.12		64.68

(1) PARs are completed wells on which we are awaiting receipt of revenue from operators. Producing wells that are temporarily shut-in due to nearby operational activity are included in the PAR category. On average, Bounty receives first payment on production three months after first production with the first revenue payment normally covering several months of production.

(2) Reflects the assumed number of locations in which we would own a 100% net revenue interest determined by multiplying our total gross locations included in our DSU acreage by our anticipated average net revenue interest across our DSU acreage.

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	Activity Wells								Additional Locations
Play Name	PDP		PARs(1)		DUCs		Permitted Wells		LOCs Inside Existing Unit		Remaining LOCs		Total
Marcellus		725		40		56		84		124		1,856		2,885
Utica Point Pleasant		516		26		40		38		112		1,250		1,982
Upper Devonian		11		—		—		—		4		305		320
Total Gross Location Count		1,252		66		96		122		240		3,411		5,187
Total Net Location Count(2)		11.04		0.50		0.81		1.81		2.40		48.12		64.68

(1) PARs are completed wells on which we are awaiting receipt of revenue from operators. Producing wells that are temporarily shut-in due to nearby operational activity are included in the PAR category. On average, Bounty receives first payment on production three months after first production with the first revenue payment normally covering several months of production.

(2) Reflects the assumed number of locations in which we would own a 100% net revenue interest determined by multiplying our total gross locations included in our DSU acreage by our anticipated average net revenue interest across our DSU acreage.

Our net mineral acreage is typically incorporated into larger DSUs, which are areas designated as a unit by agreement, field spacing rules, unit designation, or otherwise combined with other acreage pursuant to an administrative permit or order. We estimate and refer to this combined acreage, whether or not formally designated as a drilling spacing unit, as “DSU acreage” and to any DSU acreage in which we are entitled to participate or expect to be entitled to participate as a result of our mineral interests as our “DSU acres.” As of June 30, 2022, we had approximately 1,131,827 gross DSU acres. When our acreage is incorporated into a DSU acreage position, we participate in production from such acreage with our net revenue interest diluted on a proportional basis due to the incorporation of additional acreage in the DSU. Our additional locations represent locations on our DSU acreage that we have identified based on CG&A’s analysis of proved horizons and on publicly available information regarding existing operator spacing and development plans. In order to identify our additional locations, we undertake a four-step analysis to make determinations with respect to likely development programs, prospective zones, prospective well density per zone and, ultimately, the number of additional locations that exist on our DSU acreage. First, we analyze our acreage on a tract-by-tract basis, based upon what we believe to be the most likely development scenario for that tract. This is based on our review of offset or surrounding well geometry and/or well geometry that directly intersects our individual tracts. Second, each tract is assigned prospective zones based on a variety of factors, including geologic data, offset well results and industry activity. Third, we perform a prospective well density per zone analysis, which requires evaluation of (i) what we believe to be the most likely well spacing assumptions based on industry disclosure, third-party research and other publicly available data and (ii) offset activity data from producing wells, permitted wells and DUCs, Finally, for each prospective zone, we determine the number of producing wells, DUCs and permitted wells currently in existence and then assign additional locations to that tract based on our well spacing assumptions.

When we analyze and incorporate spacing assumptions, our methodology centers around several assumptions including inter-lateral well spacing, lateral length, unit setbacks, wellbore orientation and assumed DSU acreage. We generally estimate our DSU acreage based upon the drainage pattern each wellbore meeting the above spacing assumptions can withstand due to existing development within the area, and not to exceed a 1,280-acre threshold. Our current average DSU acreage for additional locations based on this framework is 770 acres. Our additional locations assume (i) in the Utica Formation, a 1,000 foot inter-lateral spacing and (ii) in the Marcellus and Upper Devonian Formations, a 750 foot inter-lateral spacing.

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Our additional horizontal well inventory contains a range of lateral lengths, the substantial majority of which are from 10,500 feet to 11,500 feet. The lateral length assumptions used for our additional locations in our inventory is based on historical activity in the area around each location. Operators have continued to drill longer lateral wells that are expected to yield higher economics. As such, our assumptions about lateral lengths may change in the future in-line with these developments which may contribute to decreases in horizontal locations. Additionally, it may be possible, through further down spacing and targeting of additional zones, to increase horizontal locations.

We believe there are significant opportunities to continue acquiring non-producing mineral acreage in the Appalachian Basin. We also anticipate that continued improvement in drilling and completion techniques may expand the economic viability of new core areas. The historical production, pricing, and differential data from our acreage on over 1,250 gross PDP wells and 11.04 net PDP wells in our current portfolio provides valuable information within each of our type curve areas for future acquisition economics and provides visibility to production and cash flow growth opportunities. With the help of CG&A, we have developed 17 individual type curves within our core areas that we use to evaluate potential acquisitions. In addition to our technical knowledge, over ten years of experience in the Appalachian Basin has given us the ability to leverage our familiarity of the regulatory environment, and unique title nuances to identify and evaluate opportunities that will supplement our organic development. We intend to capitalize on our reputation and relationships with landowners and operators to access distinct acquisition opportunities.

Key Operators

Our portfolio of assets provides exposure to a diverse group of top-tier producers, many of which operate solely in Appalachia and are able to deploy all of their capital within the basin. At current activity levels, the top operators in our portfolio have over a decade of premium inventory, which we believe will continue to drive future cash flow in the basin. As of September 30, 2022, these active operators were operating 26 rigs of the 38 total active rigs (68%) in Southwest Appalachia. The graphics below show our operator breakdown by controlled leased acreage as well as the rig count of Southwest Appalachia operators as of September 30, 2022.

Bounty Operator Exposure by Acreage

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Operators across Southwest Appalachia have continued to increase productivity per well by increasing lateral lengths and implementing more effective completion techniques, which directly benefit our mineral interests. These technical enhancements drive down well breakeven costs, which increase the number of economic drilling locations underlying our acreage and in the Appalachian Basin as a whole. Lower breakeven costs allow for continued development in low price environments. For example, production in Southwest Appalachia stayed relatively consistent during the low commodity price environment in 2020. Each additional hydrocarbon recovered increases our cash flow, and we realize the benefit of these improvements without incurring any related capital expense. Furthermore, additional economic locations within the Appalachian Basin contribute to greater potential acquisition targets.

Due to certain enhanced pricing provisions in our leases that we have opportunistically negotiated, covering over 22,000 net mineral acres, we also benefit from the strategies that some of our top operators employ to capitalize on higher commodity prices. In particular, given that United States exports for LNG will grow at a 4.6% CAGR from 2020 through 2040 according to the 2022 AEO, several of our top producers, including Antero Resources Corporation, Range Resources Corporation, Southwestern Energy Company and EQT Corporation, have either begun or announced an intention to market natural gas directly to LNG facilities to realize premium pricing relative to Henry Hub. Under a substantial majority of our negotiated leases, our pricing provisions provide that our proceeds will be based on a percentage of the gross price of the first sale of the commodity to a non-affiliate of the operator, as opposed to the industry standard percentage of the current in-basin spot price which for 2021 averaged approximately $0.62 below the Henry Hub spot price, whereas Bounty’s average differential was approximately $0.16 below Henry Hub spot price. According to the “EIA Liquefaction Report,” the United States is currently a leading exporter of LNG, with more than 80 MTPA of liquefaction capacity, or approximately 18% of global liquefaction capacity per the GIIGNL Annual Report. We believe that the increased global demand for LNG from a multitude of different regions for a myriad of uses will encourage the continued development of the Appalachian Basin, which is comprised of the most economic shale plays as of June 2022, and contains 50% of the United States’ remaining, recoverable shale gas reserves per the EIA Reserves Report.

We expect our current and future mineral acreage to be developed by our operators, who we believe will continue to deploy the most modern drilling and completion technologies, have access to capital and continually negotiate contracts that improve pricing.

Our Mineral Interests

As of September 30, 2022, our high quality portfolio solely consisted of mineral interests and we intend to continue to primarily acquire mineral interests. We believe that mineral interests have the highest and best value for our stockholders and provide the best long-term results, as they represent a perpetual right to the economic value of minerals produced from the land. Mineral interests are real property interests and grant ownership of the natural gas, NGLs and crude oil underlying a tract of land and the rights to explore for, drill for and produce natural gas, NGLs and crude oil on that land or to lease those exploration and development rights to a third party. When we lease those rights, usually for a one to five-year term, we typically receive an upfront cash payment, known as a lease bonus, and we retain a mineral royalty, which entitles us to a percentage of production or revenue from production free of lease operating expenses. A lessee can extend the lease beyond the initial lease term with continuous drilling, production or other operating activities or through negotiated contractual lease extension options. When production and drilling cease, the lease terminates, allowing us to lease the exploration and development rights to another party and receive another lease bonus.

Bounty’s focus on non-producing mineral acreage has created the opportunity for us to acquire a significant amount of acreage initially not subject to a lease. As a result, Bounty has had the opportunity to directly negotiate leases with operators to secure favorable terms that enhance

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pricing, minimize post-production expenses, and encourage more rapid development of our minerals. Of our approximately 65,000 net mineral acres, we have negotiated leases directly with operators on over 22,000 net mineral acres and generated over $104 million of lease bonus from inception to September 30, 2022. Historically, this income has been reinvested to acquire additional minerals. We have also been able to modify existing leases on almost 700 net mineral acres prior to production being established. Amendments to existing leases allow Bounty the opportunity to negotiate some of these same advantageous lease terms. Since inception, we have been able to enhance margins by raising the average royalty rate in our portfolio by 13.6% through negotiating new leases and amending current leases on approximately one-third of our total acreage. In addition, as of September 30, 2022, we had approximately 15,800 core net mineral acres that are not currently subject to a lease. As operators continue to establish and complete new DSUs through leasing within the core of Southwest Appalachia, we believe this provides us with the ability to continue to generate revenue both through the potential for initial lease bonus payments and enhanced royalty rate and pricing provisions, as demonstrated through the over 2,500 acres leased during the first nine months of 2022 generating approximately $8 million in new lease bonus income.

We generate a substantial portion of our revenues and cash flows from our mineral interests when natural gas, NGLs and oil are produced from our acreage and sold by the applicable operators and other working interest owners. Our royalty revenue generated from these mineral and royalty interests was approximately $83.2 million for the nine months ended September 30, 2022 and $69.2 million for the year ended December 31, 2021. Approximately 91% of royalty revenue during the nine months ended September 30, 2022 was derived from the sale of natural gas and NGLs.

Unlike traditional oil and gas operators who must acquire large contiguous blocks of acreage to drill horizontal wells, targeting mineral ownership gives us the flexibility to acquire smaller blocks of acreage throughout the most economic areas of Southwest Appalachia. As a mineral interest owner, we make the initial investment to capture these interests but do not incur any development capital or lease operating expense associated with the development and extraction of the minerals. This insulates much of our company from service and material cost inflation, unlike operating companies, midstream companies and refineries. Additionally, ownership of mineral interests provides exposure to commodity prices, including natural gas, NGLs and oil. In order to maintain this uncapped exposure for our investors, we do not currently employ any commodity hedges. Our G&A has been consistently low relative to our revenues representing approximately 8% of revenue for the twelve months ended December 31, 2021. As our production has increased, our G&A continues to decline on a cost per unit of production basis as evidenced in the chart below.

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These advantages and minimized cost structure result in higher cash margins and free cash flow, allowing us to allocate a higher percentage of revenue to both distributions and re-investment opportunities compared to traditional exploration and production companies.

Mineral Ownership Summary

Currently, our mineral interests are entirely in the Appalachian Basin, which we believe is one of the premier unconventional natural gas producing regions in the United States. According to Enverus production data, as of November 17, 2022, 32 of the top 100 wells in Southwest Appalachia were on our acreage, and our mineral position was operated by all of the top ten operators in our portion of the basin, based on 2021 gross operated production. Our mineral acreage position is located in the most active states in Appalachia based on number of active horizontal wells. The table below summarizes our current mineral assets by state as of September 30, 2022.

	Leased Acreage		Unleased Acreage		Grand Total
Ohio		16,548		8,234
Pennsylvania		10,402		2,954
West Virginia		21,798		4,589
Total		48,748		15,777		64,525

As set forth above, as of September 30, 2022, our interests covered approximately 65,000 net mineral acres, which the substantial majority have been leased to exploration and production (“E&P”) operators and other working interest owners with us retaining an average 16.2% royalty. Typically, within the mineral and royalty industry, owners standardize ownership of net royalty acres (“NRAs”) to a 12.5%, or a 1/8th, royalty interest, representing the number of equivalent acres earning a 12.5% royalty. When adjusted to a 1/8th royalty, our mineral interests represent approximately 63,200 NRAs, or approximately 7,900 NRAs on an actual or 100% basis. The table below sets forth our weighted average royalty, as well as the NRAs adjusted to a 1/8th royalty and on an actual or 100% basis, for our leased acreage.

	Net Mineral Acres		Weighted Average Royalty			NRAs (1/8 Basis)(1)(3)		NRAs (Actual or 100% Basis)(2)(3)
Leased Acreage
Ohio		16,548		16.1	%		21,267		2,658
Pennsylvania		10,402		15.3	%		12,715		1,589
West Virginia		21,798		16.7	%		29,209		3,651
Leased Acreage Total		48,748		16.2	%		63,191		7,898

(1) Standardized to a 1/8th Royalty (The hypothetical number of acres in which an owner owns a standardized 12.5%, or 1/8th, royalty interest based on the actual number of net mineral acres in which such owner has an interest and the average royalty interest such owner has in such net mineral acres. For example, an owner who has a 25%, or 1/4th, royalty interest in 100 net mineral acres would hypothetically own 200 NRAs on a 1/8th basis (100 multiplied by 25% divided by 12.5%)).

(2) Standardized to a 100% Royalty (The actual number of acres in which an owner owns a standardized 100% royalty interest based on the actual number of net mineral acres in which such owner has an interest and the average royalty interest such owner has in such net mineral acres. For example, an owner who has a 25%, or 1/4th, royalty interest in 100 net mineral acres would own 25 NRAs on an actual or 100% basis (100 multiplied by 25%)).

(3) May not sum or recalculate due to rounding.

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Strategies

Our primary objective is to create stockholder value and maximize stockholder returns. We intend to accomplish these goals by executing the following strategies:

• Utilizing the continued development of our portfolio to increase cash returns to stockholders while maintaining a conservative capital structure. Following this offering and subject to the determination of our Board of Directors, we initially expect to return capital to our stockholders through quarterly dividends. We expect Bounty LLC to initially pay quarterly distributions to us and the Existing Owners equal to 100% of (i) cash available for distribution and (ii) cash from lease bonus income, and that we, in turn, will pay quarterly dividends equal to the amount received from Bounty LLC net of cash taxes. See “Dividend Policy” for more information on the factors that could impact our expectations for our quarterly dividends and the factors our Board of Directors will consider in determining the frequency and amounts of dividends that we expect to pay. Only 17% of our existing portfolio by identified net 3P locations is currently developed, which does not include the additional resource potential underlying our minerals, made up of the Utica and Upper Devonian shales that lie above and below the Marcellus in stacked pay areas of our portfolio. As such, we believe that we have a significant amount of continued development built into our current portfolio and that such development will enable us to increase cash returns to stockholders over time. Further, because we have no debt, we believe that we will be able to continue to grow cash returns while also maintaining a conservative capital structure.

• Actively managing our mineral acreage to capitalize on its continued development. We intend to maximize the revenues generated from our current portfolio of mineral interests by utilizing our team’s experience in the Appalachian Basin. For example, because we diligently review operator activity and payments, we are able to ensure that our operators are in compliance with their lease obligations and that the payments are timely, accurately disbursed and commensurate with our royalty percentage. Additionally, we have a history of directly negotiating new leases or amending current leases with favorable terms that enhance pricing, minimize post-production expenses and encourage our operators to more rapidly develop our minerals.

• Providing exposure to commodity prices with protection from service and material cost inflation. As a mineral interest owner, we do not incur any development or lease operating expense associated with the development and extraction of the minerals. This insulates much of our company from service cost inflation unlike operating companies, midstream companies and refiners. Additionally, our business provides uncapped exposure to commodity prices as we do not currently have any commodity hedges in place. These advantages result in higher cash margins and free cash flow as a percentage of revenue, allowing us to allocate a higher percentage of our revenue to both distributions and re-investment opportunities as compared to traditional exploration and production companies.

• Targeting accretive non-producing acreage in the core economic areas of the Appalachian Basin. While additional production and cash flow in our portfolio is initially expected to be generated from our already captured position in Southwest Appalachia, we intend to continue focusing our acquisition efforts in areas with the greatest economic and development potential. With over a decade of future drilling locations indicated by the top operators in the Appalachian Basin, we believe there are significant opportunities to target non-producing acreage. We plan to focus our acquisition efforts in these areas by

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continuing to follow technical results. The historical production, pricing and differential data provided to us on over 1,250 PDP wells in our current portfolio provides additional guidance within each of our type curve areas for future acquisition opportunities. We intend to primarily acquire mineral interests, and not target ORRIs or non-operated working interests. We believe mineral interests provide the highest and best value for our stockholders and the best long-term results, as they represent a perpetual right to the economic value of minerals produced from the land.

Strengths

We believe that the following competitive strengths will allow us to successfully execute our business strategies and to achieve our primary business objectives.

• Natural gas is the preferred hydrocarbon to facilitate the energy transition, and the top operators on our mineral acreage have strong commitment to ESG. Natural gas is a clean-burning energy source with emissions far below that of oil and coal, two competing carbon-based energy sources. Per the EPA Emissions Report, the increasing use of natural gas in lieu of coal and oil has been partly responsible for the decline in United States greenhouse gas emissions from electricity generation since 1990. Methane also serves as a reliable secondary fuel that can supplement weather dependent clean energy sources, such as wind and solar power, to ensure electric grid reliability. The top operators on our acreage position have all made public commitments to environmental stewardship and to produce natural gas in a safer and cleaner manner than overseas competitors. Per the Rystad Report, Appalachia had the lowest scope 1 CO2 emissions of all United States onshore basins in 2020. Of the public operators on our acreage, all have incorporated an ESG metric into their management compensation structure, which we believe further incentivizes ethical development. With all of our acreage situated in the most economic area of the Appalachian Basin, we are primed to benefit as carbon pressures mount and transition to cleaner fuels accelerates.

• Our undeveloped acreage provides exposure to natural gas demand growth. Natural gas is vital to the world economy and is used as a source of energy for electric power generation, a transport fuel and as a chemical feedstock, among a multitude of other uses. The 2022 AEO forecasts United States natural gas consumption to grow from 30.24 Tcf in 2021 to 34.01 Tcf by 2050. Adding to the growing domestic consumption of natural gas, LNG exports set a record high in 2021, averaging 9.7 Bcf/d and a 50% growth rate from 2020, according to the March 2022 EIA Update. The growing demand for natural gas will require an increasing number of wells drilled in Appalachia as the basin contains 50% of the United States’ remaining, recoverable shale gas reserves per the EIA Reserves Report. Appalachia continues to have superior drilling economics relative to other gas resource plays within the United States, as evidenced by the increase in active rigs in the basin over prior years. Our acreage is in the top producing areas within Appalachia with only 17% of our acreage by identified net 3P locations currently developed and in receipt of revenue. Natural gas and natural gas liquids comprised 96% of our current production and 98% of our 3P reserves as of June 30, 2022. We expect future growth in natural gas demand will support the continued growth of our cash flows and distributions.

• Our acreage is concentrated in the premier natural gas basin in the United States with exposure to multiple pay zones. Appalachia is one of the premier natural gas regions in the world with over 33.6 Bcf/d of natural gas production as of December 2021, representing more than one-third of total United States dry gas production per the May 2022 EIA Update. There are currently three primary prospective pay zones in Southwest Appalachia, the Marcellus, Utica and Upper Devonian formations. Although the Marcellus and Utica

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formations are the most recent shale discoveries, the development of the Appalachian Basin over the past several years has significantly reduced the risk associated with the core areas of each play. The Southwestern portion of the Appalachian Basin, where our acreage is concentrated, is known for being predominantly dry gas; however, there is also exposure to liquids-rich natural gas and oil in both the Marcellus and Utica formations. Targeting acreage in the more liquids-rich areas of the Appalachian Basin in addition to the dry gas areas has allowed us to capitalize on commodity price fluctuations that drive operator economics and development plans.

• Portfolio of high-quality operators developing our position. As of September 30, 2022, we owned approximately 65,000 net mineral acres and had an interest in greater than 1,250 wells across 610 DSUs in the core of Appalachia. Our mineral acreage is situated within all of the top ten producing counties in Southwest Appalachia based on total gross 2021 production. At current activity levels, the top operators in our portfolio have over a decade of premium inventory left, which we believe will drive future cash flow. Our premier operators, including Antero Resources Corporation, Ascent Resources Utica Holdings, LLC, CNX Resources Corporation, EQT Corporation, Gulfport Energy Corporation, Range Resources Corporation and Southwestern Energy Company, have continued to increase productivity per well by increasing lateral lengths and implementing more effective completion techniques. These technical enhancements directly benefit our mineral interests, as each additional hydrocarbon recovered increases our cash flow. Most importantly, we realize the benefit of these improvements without any of the capital expense. Furthermore, the enhancement in drilling efficiency further benefits us by increasing the number of economic drilling locations underlying our acreage and the Appalachian Basin as a whole. We expect our mineral acreage to be converted from undeveloped to producing by our operators who deploy the most modern drilling and completion technologies, have access to capital and are environmentally focused.

• Experienced and proven management team. The members of our executive team, including our Executive Chairman, have an average of 30 years of oil and gas experience, including prior leadership experience in the management of, and value creation within, minerals, upstream and midstream assets. As a result, the executive team has significant breadth and experience in understanding and driving value creation through all stages of oil and gas asset life-cycle maturation. Our team has a long history of buying mineral interests in high-quality prospective acreage throughout the United States, most notably in Appalachia with the acquisition of approximately 65,000 net mineral acres through more than 1,200 transactions. We believe we have a demonstrated and proven competitive advantage in our ability to technically identify, source, evaluate, negotiate, acquire and manage mineral and royalty interests in high-quality acreage positions.

Appalachia and Natural Gas Overview

All of our mineral assets are located in the Appalachian Basin, which spans from upstate New York down through Pennsylvania, West Virginia, and into sections of Kentucky, Maryland, and Tennessee. According to the Encyclopedia Brittanica, this area is the oldest producing hydrocarbon region in America with oil and gas first discovered by Edwin Drake in Titusville, Pennsylvania in 1859 using conventional drilling techniques. Since that initial discovery, the industry has transitioned from conventional vertical drilling to unconventional horizontal drilling while continuously producing oil and gas in Appalachia to meet consumer needs. Currently, development of oil and gas is focused in the tri-state area of Ohio, Pennsylvania, and West Virginia, the core of the basin. Recent drilling activity has primarily targeted the Marcellus and Utica shales. According to 2017 EIA Statistics, drilling in the Marcellus Shale began in Pennsylvania in 2003 and development later extended to West Virginia, while drilling targeting the Utica formation began in 2010. In addition to these primary plays, there are multitudes of other targets in which we have exposure, including: the Berea, Big Injun, Devonian, Huron, and Rhinestreet plays.

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During the course of its 150-year drilling history, Appalachia has developed as one of the premier natural gas regions in the world, producing a 33.6 Bcf/d of natural gas as of December 31, 2021 per the May 2022 EIA Update. The Appalachian Basin represents greater than one-third of total United States dry gas production, as shown below:

U.S. Shale Dry Gas Production By Basin Over Time

Source: EIA

The 2022 AEO forecasts United States natural gas consumption to grow from 30.24 Tcf in 2021 to 34.01 Tcf by 2050. As demand increases, the Appalachian Basin is going to continue to be integral in meeting U.S. consumption. Per the 2022 AEO, even in the midst of demand increase, U.S. natural gas imports have declined year over year since 2017, as shown below:

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The decrease in global imports leaves domestic Appalachia production primed to fill the void. Adding to the growing domestic consumption of natural gas, U.S. exports of LNGs set a record high in 2021, averaging 9.7 billion cubic feet per day (Bcf/d) and a 50% growth rate from 2020, according to the March 2022 EIA Update. Even with substantial growth from 2020 to 2021, 2022 EIA Statistics forecasts LNG exports increasing an additional 25% to 12.2 Bcf/d in 2022. The growing demand for natural gas will require an increasing number of wells drilled in the Appalachian Basin, which contains 50% of the United States’ remaining, recoverable shale gas reserves per the EIA’s Reserve Report. According to the S&P IRR report, the Marcellus and Utica Shale formations have the highest half-cycle post-tax internal rates of return (“IRR”) in the United States. Half-Cycle Post-Tax IRR is the internal rate of return from drilling an oil & gas well when only considering the marginal costs of drilling that single well (drilling and completion costs) as well as the tax costs, but not full-cycle costs such as acreage acquisition costs, general and administrative expenses, and infrastructure costs. The below graph uses the 12-month futures strip pricing as of June 2022. These favorable economics support our expectation that operators will focus on continued development of the area for years to come.

June 2022 Half-Cycle IRR Post-Tax Analysis

Natural Gas, NGLs and Oil Data

Proved, Probable and Possible Reserves

Evaluation of Proved, Probable and Possible Reserves. Our proved, probable and possible reserve estimates as of June 30, 2022, December 31, 2021 and 2020 are based on reserve reports prepared by CG&A, our independent petroleum engineers. The reports of CG&A contain further discussion of the reserves estimates and its preparation procedures.

Within CG&A, the technical person primarily responsible for preparing the reserve estimates set forth in the reserve reports incorporated herein is Todd Brooker, President. Prior to joining CG&A, Mr. Brooker worked in Gulf of Mexico drilling and production engineering at Chevron USA. Mr. Brooker has been an employee of CG&A since 1992. His responsibilities include reserve and economic evaluations, fair market valuations, field studies, pipeline resource studies and acquisition/divestiture analysis. His reserve reports are routinely used for public company SEC disclosures. His experience includes significant projects in both conventional and unconventional resources in every major U.S. producing basin and abroad, including oil and gas shale plays,

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coalbed methane fields, waterfloods and complex, faulted structures. Mr. Brooker graduated with honors from the University of Texas at Austin in 1989 with a Bachelor of Science degree in Petroleum Engineering, and is a registered Professional Engineer in the State of Texas. He is also a member of the Society of Petroleum Engineers (SPE) and the Society of Petroleum Evaluation Engineers (SPEE).

Mr. Brooker meets or exceeds the requirements with regard to qualifications, independence, objectivity and confidentiality set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers. CG&A does not own an interest in any of our properties, nor is it employed by us on a contingent basis. Summaries of CG&A’s reports with respect to our proved, probable and possible reserve estimates as of June 30, 2022, December 31, 2021 and 2020 are included as exhibits to the registration statement of which this prospectus forms a part.

We maintain a consulting staff of petroleum engineers and geoscience professionals who work closely with our management team and CG&A to ensure the integrity, accuracy and timeliness of the data used to calculate our proved, probable and possible reserves relating to our properties. Our consulting staff, along with members from our management team, meet with our independent reserve engineers periodically during the period covered by the proved, probable and possible reserve report to discuss the assumptions and methods used in the proved, probable and possible reserve estimation process. We provide historical information to CG&A for our properties, such as ownership interest, natural gas and oil production, commodity prices and our estimates of our operators’ operating and development costs. Courtney Blackstock, our Director of Business Development, is primarily responsible for overseeing the review of our reserve estimates. Ms. Blackstock has substantial reservoir and operations experience having more than 15 years of experience. Prior to joining our Company in 2017, Ms. Blackstock worked at Trinity River Energy, Comstock Resources and Denbury Resources.

The preparation of our proved, probable and possible reserve estimates were reviewed in accordance with our internal control procedures. These procedures, which are intended to ensure reliability of reserve estimations, include the following:

• review and verification of historical production data, which data is based on actual production as reported by our operators;

• review by Ms. Blackstock of all of our reported proved, probable and possible reserves, including the review of all significant reserve changes and all new PUDs additions;

• review of reserve estimates by Ms. Blackstock or under her direct supervision; and

• direct reporting responsibilities by Ms. Blackstock to our Chief Executive Officer and President.

Estimation of Proved Reserves. In accordance with rules and regulations of the SEC applicable to companies involved in oil and natural gas producing activities, proved reserves are those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations. The term “reasonable certainty” means deterministically, the quantities of oil and/or natural gas are much more likely to be achieved than not, and probabilistically, there should be at least a 90% probability of recovering volumes equal to or exceeding the estimate. All of our proved reserves as of June 30, 2022, December 31, 2021 and 2020 were estimated using a deterministic method. The estimation of reserves involves two distinct determinations. The first determination

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results in the estimation of the quantities of recoverable oil and natural gas and the second determination results in the estimation of the uncertainty associated with those estimated quantities in accordance with the definitions established under SEC rules. The process of estimating the quantities of recoverable reserves relies on the use of certain generally accepted analytical procedures. These analytical procedures fall into four broad categories or methods: (i) production performance-based methods; (ii) material balance-based methods; (iii) volumetric-based methods; and (iv) analogy. These methods may be used singularly or in combination by the reserve evaluator in the process of estimating the quantities of reserves. Reserves for proved developed producing wells were estimated using production performance methods for the vast majority of properties. Certain new producing properties with very little production history were forecast using a combination of production performance and analogy to similar production, both of which are considered to provide a reasonably high degree of accuracy. Non-producing reserve estimates, for developed and undeveloped properties, were forecast using analogy methods. This method provides a reasonably high degree of accuracy for predicting proved developed non-producing and PUDs for our properties, due to the abundance of analog data.

To estimate economically recoverable proved reserves and related future net cash flows, we considered many factors and assumptions, including the use of reservoir parameters derived from geological and engineering data that cannot be measured directly, economic criteria based on current costs and the SEC pricing requirements and forecasts of future production rates.

Under SEC rules, reasonable certainty can be established using techniques that have been proven effective by actual production from projects in the same reservoir or an analogous reservoir or by other evidence using reliable technology that establishes reasonable certainty. Reliable technology is a grouping of one or more technologies (including computational methods) that have been field-tested and have been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation. To establish reasonable certainty with respect to our estimated proved reserves, the technologies and economic data used in the estimation of our proved reserves have been demonstrated to yield results with consistency and repeatability, and include production and well test data, downhole completion information, geologic data, electrical logs, radioactivity logs, core data, and historical well cost and operating expense data.

Estimation of Probable Reserves. Estimates of probable reserves are inherently imprecise. When producing an estimate of the amount of natural gas, NGLs and oil that is recoverable from a particular reservoir, an estimated quantity of probable reserves is an estimate of those additional reserves that are less certain to be recovered than proved reserves but which, together with proved reserves, are as likely as not to be recovered. Estimates of probable reserves are also continually subject to revisions based on production history, results of additional exploration and development, price changes and other factors.

When deterministic methods are used, it is as likely as not that actual remaining quantities recovered will exceed the sum of estimated proved plus probable reserves. When probabilistic methods are used, there should be at least a 50% probability that the actual quantities recovered will equal or exceed the proved plus probable reserves estimates. All of our probable reserves as of June 30, 2022, December 31, 2021 and 2020 were estimated using a deterministic method, which involves two distinct determinations: (i) an estimation of the quantities of recoverable oil and natural gas and (ii) an estimation of the uncertainty associated with those estimated quantities in accordance with the definitions established under SEC rules. The process of estimating the quantities of recoverable oil and natural gas reserves uses the same generally accepted analytical procedures as are used in estimating proved reserves, namely production performance-based methods, material balance-based methods, volumetric-based methods and analogy. In the case of probable reserves, the recoverable reserves cannot be said to have a “high degree of confidence that

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the quantities will be recovered”, but are “as likely as not to be recovered.” The lower degree of certainty can come from several factors including: (1) direct offset production that does not meet an economic threshold, despite localized averages that do meet that threshold, (2) an increased distance from offset production to the probable location of over one mile but under three miles, (3) a perceived risk of communication or depletion from nearby producers, (4) a perceived risk of attempting new drilling or completion technologies that have not been used in direct offset production or (5) an uncertainty regarding geologic positioning that could affect recoverable reserves. When considering the factors referenced above, the lower degree of certainty of our probable reserves came from a combination of these factors. Many of the probable locations assigned in our reserve reports had few uncertainties and resemble proved undeveloped locations except for their distance from commercial production. Other probable locations had uncertainties related to not only distance from commercial production, but also related to well spacing and development timing. In general, we did not book probable locations if there was geologic uncertainty or if there was not commercial production to support such locations.

Estimation of Possible Reserves. Estimates of possible reserves are also inherently imprecise. When producing an estimate of the amount of natural gas, NGLs and oil that is recoverable from a particular reservoir, an estimated quantity of possible reserves is an estimate that might be achieved, but only under more favorable circumstances than are likely. Estimates of possible reserves are also continually subject to revisions based on production history, results of additional exploration and development, price changes and other factors.

When deterministic methods are used, the total quantities ultimately recovered from a project have a low probability of exceeding proved plus probable plus possible reserves. When probabilistic methods are used, there should be at least a 10% probability that the total quantities ultimately recovered will equal or exceed the proved plus probable plus possible reserves estimates. All of our possible reserves as of June 30, 2022, December 31, 2021 and 2020 were estimated using a deterministic method, which involves two distinct determinations: an estimation of the quantities of recoverable oil and natural gas and an estimation of the uncertainty associated with those estimated quantities in accordance with the definitions established under SEC rules. The process of estimating the quantities of recoverable oil and natural gas reserves uses the same generally accepted analytical procedures as are used in estimating proved reserves, namely production performance-based methods, material balance-based methods, volumetric-based methods and analogy. In the case of possible reserves, the recoverable reserves cannot be said to be “as likely as not to be recovered,” but “might be achieved, but only under more favorable circumstances than are likely.” The lower degree of certainty can come from several factors including: (1) direct offset production that does not meet an economic threshold, despite localized averages that do meet that threshold, (2) an increased distance from offset production to the possible location of over one mile but under five miles, (3) a perceived risk of communication or depletion from nearby producers, (4) a perceived risk of attempting new drilling or completion technologies that have not been used in direct offset production or (5) an uncertainty regarding geologic positioning that could affect recoverable reserves. When considering the factors referenced above, the lower degree of certainty of our possible reserves came from a combination of these factors. Many of the possible locations assigned in our reserve reports had few uncertainties and resemble proved undeveloped locations except for their distance from commercial production. Other possible locations had uncertainties related to not only distance from commercial production, but also related to well spacing and development timing. In general, we did not book possible locations if there was geologic uncertainty or if there was not commercial production to support such location.

Estimates of probable and possible reserves are inherently imprecise and are more uncertain than proved reserves, but have not been adjusted for risk due to that uncertainty, and therefore they may not be comparable with each other and should not be summed either together or with

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estimates of proved reserves. Estimates of probable reserves which may potentially be recoverable through additional drilling or recovery techniques are subject to substantially greater risk of not actually being realized by us as compared to estimates of proved reserves. Possible reserves are reserves that are less certain to be recovered than probable reserves.

Summary of Reserves. The following table presents our estimated net proved, probable and possible reserves as of June 30, 2022, December 31, 2021 and 2020, based on our proved, probable and possible reserve estimates as of such dates, which have been prepared by CG&A, our independent petroleum engineering firm, in accordance with the rules and regulations of the SEC. All of our proved, probable and possible reserves are located in the United States. The increase in our estimated net proved, probable and possible reserves over this period was primarily the result of an increase in commodity prices.

	June 30, 2022 (1)		December 31, 2021 (2)		December 31, 2020 (3)
Estimated proved developed reserves:
Natural gas (MMcf)		81,833		81,961		65,492
NGLs (MBbls)		3,960		3,875		2,460
Oil (MBbls)		441		490		386
Total (MMcfe) (4)		108,238		108,151		82,568
Estimated proved undeveloped reserves:
Natural gas (MMcf)		67,831		71,786		25,791
NGLs (MBbls)		3,006		1,894		955
Oil (MBbls)		364		374		168
Total (MMcfe) (4)		88,050		85,394		32,529
Estimated proved reserves:
Natural gas (MMcf)		149,665		153,747		91,283
NGLs (MBbls)		6,966		5,769		3,415
Oil (MBbls)		805		864		554
Total (MMcfe) (4)		196,288		193,545		115,097
Estimated probable reserves (3):
Natural gas (MMcf)		413,699		390,431		140,267
NGLs (MBbls)		14,282		14,417		6,391
Oil (MBbls)		2,394		2,209		1,619
Total (MMcfe) (4)		513,757		490,187		188,327
Estimated possible reserves (4):
Natural gas (MMcf)		224,989		242,490		61,477
NGLs (MBbls)		5,791		6,379		2,963
Oil (MBbls)		731		706		354
Total (MMcfe) (5)		264,122		285,000		81,379
Natural Gas and Oil Prices:
Natural gas—Henry Hub spot price per MMBtu	$	5.13	$	3.598	$	1.985
Oil—WTI posted price per Bbl	$	85.78	$	66.56	$	39.57

(1) Our estimated net proved, probable and possible reserves were determined using average first-day-of-the-month prices for the prior 12 months in accordance with SEC guidance. For gas volumes, the average Henry Hub spot price of

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$5.134 per MMBtu as of June 30, 2022 was adjusted for local basis differential, treating cost, transportation, gas shrinkage and gas heating value (BTU content). For NGLs and oil volumes, the average West Texas Intermediate posted price of $85.78 per barrel as of June 30, 2022 was adjusted for local basis differential, treating cost, transportation and/or crude quality and gravity corrections. All economic factors were held constant throughout the lives of the properties in accordance with SEC guidelines. The average adjusted product prices weighted by production over the remaining lives of the proved properties were $4.685 per Mcf of gas, $35.58 per barrel of NGLs and $77.00 per barrel of oil as of June 30, 2022.

(2) Our estimated net proved, probable and possible reserves were determined using average first-day-of-the-month prices for the prior 12 months in accordance with SEC guidance. For gas volumes, the average Henry Hub spot price of $3.598 per MMBtu as of December 31, 2021 was adjusted for local basis differential, treating cost, transportation, gas shrinkage and gas heating value (BTU content). For NGLs and oil volumes, the average West Texas Intermediate posted price of $66.56 per barrel as of December 31, 2021 was adjusted for local basis differential, treating cost, transportation and/or crude quality and gravity corrections. All economic factors were held constant throughout the lives of the properties in accordance with SEC guidelines. The average adjusted product prices weighted by production over the remaining lives of the proved properties were $2.71 per Mcf of gas, $23.84 per barrel of NGLs and $55.19 per barrel of oil as of December 31, 2021.

(3) Our estimated net proved, probable and possible reserves were determined using average first-day-of-the-month prices for the prior 12 months in accordance with SEC guidance. For gas volumes, the average Henry Hub spot price of $1.985 per MMBtu as of December 31, 2021 was adjusted for local basis differential, treating cost, transportation, gas shrinkage and gas heating value (BTU content). For NGLs and oil volumes, the average West Texas Intermediate posted price of $39.57 per barrel as of December 31, 2020 was adjusted for local basis differential, treating cost, transportation and/or crude quality and gravity corrections. All economic factors were held constant throughout the lives of the properties in accordance with SEC guidelines. The average adjusted product prices weighted by production over the remaining lives of the proved properties are, $1.39 per Mcf of gas, $7.41 per barrel of NGLs and $31.62 per barrel of oil as of December 31, 2020.

(4) We present our total production on an Mcfe basis, calculated at the rate of one barrel per six Mcf based upon the relative energy content. This is an energy content correlation and does not reflect the price or value relationship between oil and natural gas.

(5) All of our estimated probable and possible reserves are classified as undeveloped. Please see “—Natural Gas, NGLs and Oil Data—Proved, Probable and Possible Reserves—Estimation of Possible Reserves” for a description of the uncertainties associated with, and the inherently imprecise nature of, our estimated probable and possible reserves.

Our extensive inventory includes locations encompassing each of the Appalachian shale plays. The following table provides information regarding our gross and net horizontal locations by play and reserve category as of June 30, 2022.

Play Name	PDNP			PUD			Probable			Possible			Total
Marcellus		81			266			1,260			553			2,160
Utica Point Pleasant		48			167			777			474			1,466
Upper Devonian		—			—			126			183			309
Total Gross Location Count		129			433			2,163			1,210			3,935
Total Net Location Count(1)		0.97			5.10			30.36			17.20			53.64
Average Net DSU Royalty Interest		0.75	%		1.18	%		1.40	%		1.42	%		1.36	%

(1) Reflects the assumed number of locations in which we would own a 100% net revenue interest determined by multiplying our total gross locations included in our DSU acreage by our anticipated average net revenue interest across our DSU acreage.

Reserve engineering is a subjective process of estimating volumes of economically recoverable oil and natural gas that cannot be measured in an exact manner. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation. As a result, the estimates of different engineers often vary. In addition, the results of

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drilling, testing and production may justify revisions of such estimates. Accordingly, reserve estimates often differ from the quantities of oil and natural gas that are ultimately recovered. Estimates of economically recoverable oil and natural gas and of future net revenues are based on a number of variables and assumptions, all of which may vary from actual results, including geologic interpretation, prices and future production rates and costs. Please read “Risk Factors.”

Additional information regarding our proved, probable and possible reserves can be found in the notes to our financial statements included elsewhere in this prospectus and the proved, probable and possible reserve reports as of December 31, 2021 and 2020, which are included as exhibits to the registration statement of which this prospectus forms a part.

PUDs

As of December 31, 2021, we estimated our PUD reserves to be 71,786 MMcf of natural gas, 1,894 MBbls of NGLs and 374 MBbls of oil, for a total of 85,394 MMcfe. As of December 31, 2020, we estimated our PUD reserves to be 25,791 MMcf of natural gas, 955 MBbls of NGLs and 168 MBbls of oil, for a total of 32,531 MMcfe. PUDs will be converted from undeveloped to developed as the applicable wells begin production.

The following table summarize our changes in PUDs during the year ended December 31, 2021 (in MMcf):

	Crude Oil (Mbbl)		Natural Gas (Mmcf)		NGL (Mbbl)		Proved Undeveloped Reserves
							(unaudited)
Balance, December 31, 2020		168		25,791		955		32,531
Acquisitions of reserves		—		588		18		695
Extensions and discoveries		164		26,840		731		32,213
Divestiture of minerals in place		—		—		—		—
Revisions of previous estimates		70		22,216		384		24,940
Transfers to estimated proved developed		(29)		(3,650)		(194)		(4,985)
Balance, December 31, 2021		374		71,786		1,894		85,394

Changes in PUDs that occurred during 2021 were primarily due to:

• the acquisition of additional mineral interests adding 0.70 Bcfe of proved undeveloped reserves;

• well additions, extensions and discoveries of approximately 32.21 Bcfe for 181 gross well locations added to proved undeveloped reserves as the result of continuous operator activity on our mineral interests; and

• positive revisions of 24.94 Bcfe of which a 30.44 Bcfe increase was attributed to 157 gross undeveloped locations becoming economic as a result of an increase in SEC pricing, offset by a negative revision of 5.50 Bcfe due to a reclassification of 39 gross locations to non-proved due to unit reconfigurations (operator updates to existing units and development of new units).

As a mineral and royalty interests owner, we do not incur any capital expenditures or lease operating expenses in connection with the development of our PUDs, which costs are borne entirely by the operator. As a result, during the twelve months ended December 31, 2021, we did not have any expenditures to convert PUDs to proved developed reserves.

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We identify drilling locations based on our assessment of current geologic, engineering and land data. This includes DSU formation and current well spacing information derived from state agencies and the operations of the E&P companies drilling our mineral interests. We generally do not have evidence of approval of our operators’ development plans, however we use a deterministic approach to define and allocate locations to proved reserves. While many of our locations qualify as geologic PUDs, we limit our PUDs to the quantities of oil and gas that are reasonably certain to be recovered in the next five years. As of December 31, 2021 and 2020, approximately 44% and 28%, respectively, of our total proved reserves were classified as PUDs.

Natural Gas, NGLs and Oil Production Prices and Costs

Production and Price History

The following table sets forth information regarding net production of natural gas, NGLs and oil, and certain price and cost information for each of the periods indicated:

	Bounty Minerals
	Nine Months Ended September 30, 2022		Year Ended  December 31, 2021
Production data:
Natural gas (MMcf)		9,156		13,587
NGLs (MBbls)		391		503
Oil (MBbls)		78		101
Total (MMcfe) (1)(2)		11,966		17,209
Average realized prices:
Natural gas (Mcf)	$	6.50	$	3.45
NGLs (Bbls)		42.36		32.76
Oil (Bbls)		91.76		57.48
Equivalents (per Mcfe) (2)	$	6.95	$	4.02
Average costs (per Mcfe):
Royalty deductions	$	0.57	$	0.50
County and other taxes		0.03		0.02
Acquisition and land costs (3)		0.00		0.10
Depletion and depreciation		0.78		0.74
General and administrative		0.54		0.34
Total	$	1.92	$	1.71

(1) May not sum or recalculate due to rounding.

(2) We present our total production on an Mcfe basis, calculated at the rate of one barrel per six Mcf based upon the relative energy content. This is an energy content correlation and does not reflect the price or value relationship between oil and natural gas.

(3) $0.09 of 2021 cost is related to a non-cash item relating to a contingent title loss.

Productive Wells

Productive wells consist of producing horizontal wells, wells capable of production and exploratory, development or extension wells that are not dry wells. As of June 30, 2022, we owned

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mineral and royalty interests in 1,252 gross productive horizontal wells and 11.04 net productive horizontal wells, which consisted of 138 gross oil wells, 2.04 net oil wells and 1,114 gross natural gas wells, 9.00 net natural gas wells.

We do not own any working interests in any wells. Accordingly, we do not own any net wells as such term is defined by Item 1208(c)(2) of Regulation S-K.

The majority of our mineral and royalty interests are leased to our operators with 76% of our 48,748 leased net mineral acres being held by production as of September 30, 2022. In addition, we had 15,777 net mineral acres that were not leased as of September 30, 2022.

Drilling Results

For the year ended December 31, 2021, 204 gross and 1.87 net wells turned to production. As of December 31, 2020, 154 gross and 1.21 net wells turned to production. As a holder of mineral and royalty interests, we generally are not provided information as to whether any wells drilled on the properties underlying our acreage are classified as exploratory or as developmental wells. We are not aware of any dry holes drilled on the acreage underlying our mineral interests during the relevant periods.

	For the Year Ended December 31,
	2021		2020
Productive Gross		204		154
Dry		—		—
Total		204		154
Productive Net		1.87		1.21

Acreage

The following table sets forth historical information about our developed and undeveloped net mineral acres as of September 30, 2022.

	Net Mineral Acres		Weighted Average Royalty			Net Royalty Acres (1/8 Basis) (1)		Net Royalty Acres (Actual or 100% Basis) (2)
DEVELOPED		37,110		15.2	%		45,191		5,649
UNDEVELOPED		11,638		19.3	%		18,000		2,250
		48,748		16.2	%		63,191		7,899

(1) Standardized to a 1/8th Royalty (Net Mineral Acres multiplied by Weighted Average Royalty divided by 12.5%).

(2) Standardized to a 100% Royalty (The actual number of acres in which an owner owns a standardized 100% royalty interest based on the actual number of net mineral acres in which such owner has an interest and the average royalty interest such owner has in such net mineral acres. For example, an owner who has a 25%, or 1/4th, royalty interest in 100 net mineral acres would own 25 NRAs on an actual or 100% basis (100 multiplied by 25%)).

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Regulation of Environmental and Occupational Safety and Health Matters

Natural gas, NGLs and oil exploration, development and production operations are subject to stringent laws and regulations governing the discharge of materials into the environment or otherwise relating to protection of the environment or occupational health and safety. These laws and regulations have the potential to impact production on our properties, including requirements to:

• obtain permits to conduct regulated activities;

• limit or prohibit drilling activities on certain lands lying within wilderness, wetlands and other protected areas;

• restrict the types, quantities and concentration of materials that can be released into the environment in the performance of drilling and production activities;

• initiate investigatory and remedial measures to mitigate pollution from former or current operations, such as restoration of drilling pits and plugging of abandoned wells;

• apply specific health and safety criteria addressing worker protection; and

• impose substantial liabilities for pollution resulting from operations.

Failure to comply with environmental laws and regulations may result in the assessment of administrative, civil and criminal sanctions, including monetary penalties, the imposition of strict, joint and several liability, investigatory and remedial obligations and the issuance of injunctions limiting or prohibiting some or all of the operations on our properties. Moreover, these laws, rules and regulations may restrict the rate of natural gas, NGLs and oil production below the rate that would otherwise be possible. The regulatory burden on the oil and natural gas industry increases the cost of doing business in the industry and consequently affects profitability. The trend in environmental regulation has been to place more restrictions and limitations on activities that may affect the environment, and thus, any changes in environmental laws and regulations or re-interpretation of enforcement policies that result in more stringent and costly construction, drilling, water management, completion, emission or discharge limits or waste handling, disposal or remediation obligations could increase the cost to our operators of developing our properties. Moreover, accidental releases or spills may occur in the course of operations on our properties, causing our operators to incur significant costs and liabilities as a result of such releases or spills, including any third-party claims for damage to property, natural resources or persons.

Increased costs or operating restrictions on our properties as a result of compliance with environmental laws could result in reduced exploratory and production activities on our properties and, as a result, our revenues and results of operations. The following is a summary of certain existing environmental, health and safety laws and regulations, each as amended from time to time, to which operations on our properties are subject.

Hazardous Substances and Waste Handling

The Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), also known as the “Superfund” law, and comparable state laws impose liability without regard to fault or the legality of the original conduct on certain classes of persons who are considered to be responsible for the release of a “hazardous substance” into the environment. Under CERCLA, these “responsible persons” may include the owner or operator of the site where the release occurred,

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and entities that transport, dispose of or arrange for the transport or disposal of hazardous substances released at the site. These responsible persons may be subject to joint and several strict liability for the costs of cleaning up the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies. CERCLA also authorizes the EPA and, in some instances, third parties to act in response to threats to the public health or the environment and to seek to recover from the responsible classes of persons the costs they incur. It is not uncommon for neighboring landowners and other third-parties to file claims for personal injury and property damage allegedly caused by the hazardous substances released into the environment.

The Resource Conservation and Recovery Act (“RCRA”) and comparable state laws regulate the management, generation, treatment, storage and disposal of hazardous and non-hazardous waste. Drilling fluids, produced waters and most of the other wastes associated with the exploration, development and production of natural gas, NGLs and oil, if properly handled, are currently exempt from regulation as hazardous waste under RCRA and, instead, are regulated under RCRA’s less stringent non-hazardous waste provisions, state laws or other federal laws. However, it is possible that certain natural gas, NGLs and oil drilling and production wastes now classified as non-hazardous could be classified as hazardous wastes in the future. Any such change could result in an increase in the costs to manage and dispose of wastes, which could increase the costs of our operators’ operations.

Certain of our properties have been used for oil and natural gas exploration and production for many years. Although the operators may have utilized operating and disposal practices that were standard in the industry at the time, petroleum hydrocarbons and wastes may have been disposed of or released on or under our properties, or on or under other offsite locations where these petroleum hydrocarbons and wastes have been taken for recycling or disposal. Our properties and the petroleum hydrocarbons and wastes disposed or released thereon may be subject to CERCLA, RCRA and analogous state laws. Under such laws, the owner or operator could be required to remove or remediate previously disposed wastes, to clean up contaminated property and to perform remedial operations such as restoration of pits and plugging of abandoned wells to prevent future contamination or to pay some or all of the costs of any such action.

Water Discharges and NORM

The Federal Water Pollution Control Act (the “Clean Water Act”) and analogous state laws impose restrictions and strict controls with respect to the discharge of pollutants, including spills and leaks of oil, into federal and state waters. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or an analogous state agency. The scope of federal jurisdictional reach over waters of the United States (“WOTUS”) has been subject to substantial revision in recent years. In 2015, the EPA and the U.S. Army Corps of Engineers (“Corps”) issued a rule defining the scope of the EPA’s and the Corps’ jurisdiction over WOTUS, which never took effect before being replaced by the Navigable Waters Protection Rule (“NWPR”) in 2020. A coalition of states and cities, environmental groups, and agricultural groups challenged the NWPR, which was vacated by a federal district court in August 2021. The EPA is undergoing a rulemaking process to redefine the definition of WOTUS which could be impacted by the U.S. Supreme Court’s upcoming decision in Sackett v. EPA, a case regarding the proper test in determining whether wetlands qualify as WOTUS. In the interim, the EPA is using the pre-2015 definition. In addition, in an April 2020 decision defining the scope of the CWA that was handed down just days after the NWPR was published, the U.S. Supreme Court held that, in certain cases, discharges from a point source to groundwater could fall within the scope of the CWA and require a permit. The Court rejected the EPA and Corps’ assertion that groundwater should be totally excluded from the CWA. As a result, future implementation is uncertain at this time. Similarly, in June 2020, the EPA finalized the CWA 401 Certification Rule (“Certification

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Rule”), which narrowed the scope of state and tribal authority to issue water quality certifications in connection with the issuance of CWA permits and implemented certain procedural requirements and time limits associated with the process. The Certification Rule was vacated on October 21, 2021, which resulted in a temporary return to the EPA’s 1971 standards. A group of states and energy industry groups challenged that ruling, requesting that it be stayed, and on April 7, 2022, the U.S. Supreme Court granted the request to stay. As a result of the Supreme Court’s decision, the Certification Rule has been reinstated until the EPA finalizes a new rule. In June 2022, the EPA proposed a new CWA 401 rule that restores certain provisions in effect prior to the June 2020 rule, retains certain procedural provisions in the June 2020 rule, and proposes new standards with respect to timing for certification decisions. Federal and state regulatory agencies can impose administrative, civil and criminal penalties for non-compliance with discharge permits or other requirements of the Clean Water Act and analogous state laws and regulations. Spill prevention, control and countermeasure plan requirements imposed under the Clean Water Act require appropriate containment berms and similar structures to help prevent the contamination of navigable waters in the event of a hydrocarbon tank spill, rupture or leak. The Clean Water Act and analogous state laws also require individual permits or coverage under general permits for discharges of storm water runoff from certain types of facilities. The Oil Pollution Act of 1990, as amended (the “OPA”), amends the Clean Water Act and establishes strict liability and natural resource damages liability for unauthorized discharges of oil into waters of the United States. OPA requires owners or operators of certain onshore facilities to prepare facility response plans for responding to a worst case discharge of oil into waters of the United States.

In addition, naturally occurring radioactive material (“NORM”) is brought to the surface in connection with oil and gas production. Concerns have arisen over traditional NORM disposal practices (including discharge through publicly owned treatment works into surface waters), which may increase the costs associated with management of NORM.

Air Emissions

The CAA and comparable state laws restrict the emission of air pollutants from many sources through air emissions permitting programs and also impose various monitoring and reporting requirements. These laws and regulations may require our operators to obtain pre-approval for the construction or modification of certain projects or facilities expected to produce or significantly increase air emissions, obtain and strictly comply with stringent air permit requirements or incur development expenses to install and utilize specific equipment or technologies to control emissions. For example, in April 2018, a coalition of states filed a lawsuit in federal district court aiming to force the EPA to establish guidelines for limiting methane emissions from existing sources in the natural gas and oil sector; the litigation has been stayed pending the outcome of an ongoing process under the CRA. In September 2020, the EPA finalized two sets of amendments to the 2016 Subpart OOOOa New Source Performance Standards. The first, the 2020 Technical Rule, reduced the 2016 rule’s fugitive emissions monitoring requirements and expanded exceptions to pneumatic pump requirements, among other changes. The second, the 2020 Policy Rule, rescinded the methane-specific requirements for certain oil and natural gas sources in the production and processing segments. On January 20, 2021, President Biden issued an Executive Order directing the EPA to rescind the 2020 Technical Rule by September 2021 and consider revising the 2020 Policy Rule. On June 30, 2021, President Biden signed a CRA resolution passed by Congress that revoked the 2020 Policy Rule. The CRA resolution did not address the 2020 Technical Rule. On November 15, 2021, the EPA issued a proposed rule intended to reduce methane emissions from oil and gas sources. The proposed rule would make the existing regulations in Subpart OOOOa more stringent and create a Subpart OOOOb to expand reduction requirements for new, modified, and reconstructed oil and gas sources, including standards focusing on certain source types that have never been regulated under the Clean Air Act (including intermittent vent pneumatic

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controllers, associated gas, and liquids unloading facilities). In addition, the proposed rule would establish “Emissions Guidelines,” creating a Subpart OOOOc that would require states to develop plans to reduce methane emissions from existing sources that must be at least as effective as presumptive standards set by EPA. Under the proposed rule, states would have three years to develop their compliance plan for existing sources and the regulations for new sources would take effect immediately upon issuance of a final rule. On November 11, 2022, the EPA issued a proposed rule supplementing the November 2021 proposed rule. Among other things, the November 2022 supplemental proposed rule removes an emissions monitoring exemption for small wellhead-only sites and creates a new third-party monitoring program to flag large emissions events, referred to in the proposed rule as “super emitters”. The EPA is expected to issue a final rule by May 2023. Further, the Biden Administration has announced plans to formally review a prior EPA decision to retain, without revision, the 2015 National Ambient Air Quality Standards for ozone. In addition, various states have adopted or are considering adopting new rules to reduce emissions from oil and gas operations in the state, including requirements for more extensive emissions monitoring and reporting. Any such requirements could increase the costs of development and production on our properties, potentially impairing the economic development of our properties. Obtaining permits has the potential to delay the development of oil and natural gas projects. Federal and state regulatory agencies may impose administrative, civil and criminal penalties for non-compliance with air permits or other requirements of the CAA and associated state laws and regulations.

Climate Change

The threat of climate change continues to attract considerable attention in the United States and in foreign countries, and numerous proposals have been made and could continue to be made at the international, national, regional, and state levels of government to monitor and limit existing emissions of GHGs as well as to restrict or eliminate such future emissions.

In recent years, Congress has considered legislation to reduce emissions of GHGs, including methane, a primary component of natural gas, and carbon dioxide, a byproduct of the burning of natural gas. It presently appears unlikely that comprehensive climate legislation will be passed by either house of Congress in the near future, although energy legislation and other regulatory initiatives are expected to be proposed that may be relevant to GHG emissions issues. For example, the IRA, which appropriates significant federal funding for renewable energy initiatives and, for the first time ever, imposes a fee on GHG emissions from certain facilities, was signed into law in August 2022. The emissions fee and funding provisions of the law could increase operating costs within the oil and gas industry and accelerate the transition away from fossil fuels, which could in turn adversely affect our business and results of operations. Moreover, President Biden has highlighted addressing climate change as a priority of his administration and has issued several executive orders addressing climate change. Additionally, following the U.S. Supreme Court finding that GHGs constitute a pollutant under the CAA, the EPA has adopted regulations that, among other things, establish construction and operating permit reviews for GHG emissions from certain large stationary sources, require the monitoring and annual reporting of GHG emissions from certain petroleum and natural gas system sources, and together with the DOT, implement GHG emissions limits on vehicles manufactured for operation in the United States. The EPA has also proposed rules in November 2021 and November 2022 intended to reduce methane emissions from new and existing oil and gas sources. For more information, see the regulatory disclosure titled “Air Emissions.”

Additionally, various states and groups of states have adopted or are considering adopting legislation, regulation or other regulatory initiatives that are focused on such areas as GHG cap and trade programs, carbon taxes, reporting and tracking programs, and restriction of emissions. At the international level, the United Nations sponsored “Paris Agreement” requires member states to

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submit non-binding, individually-determined reduction goals known as Nationally Determined Contributions every five years after 2020. Although the United States had withdrawn from the Paris Agreement, President Biden recommitted the United States to the agreement by executive order and, in April 2021, established a goal of reducing economy-wide net GHG emissions 50-52% below 2005 levels by 2030. Additionally, at COP26 in Glasgow in November 2021, the United States and the European Union jointly announced the Global Methane Pledge, an initiative committing to a collective goal of reducing global methane emissions by at least 30% from 2020 levels by 2030, including “all feasible reductions” in the energy sector. However, the impacts of these actions remain unclear at this time. COP26 concluded with the finalization of the Glasgow Climate Pact, which stated long-term global goals (including those in the Paris Agreement) to limit the increase in the global average temperature and emphasized reductions in GHG emissions. Most recently, at the 27th conference of parties (“COP27”), President Biden announced the EPA’s proposed standards to reduce methane emissions from existing oil and gas sources (discussed above), and agreed, in conjunction with the European Union and a number of other partner countries, to develop standards for monitoring and reporting methane emissions to help create a market for low methane-intensity natural gas. Various state and local governments have also publicly committed to furthering the goals of the Paris Agreement.

Governmental, scientific, and public concern over the threat of climate change arising from GHG emissions has resulted in increasing political risks in the United States, including action taken by President Biden with respect to his climate change related pledges. On January 27, 2021, President Biden issued an executive order that calls for substantial action on climate change, including, among other things, the increased use of zero-emission vehicles by the federal government, the elimination of subsidies provided to the fossil fuel industry, and increased emphasis on climate-related risks across government agencies and economic sectors. The Biden Administration also called for restrictions on leasing on federal land and the Department of Interior’s comprehensive review of the federal leasing program, which resulted in a reduction in the volume of onshore land held for lease and an increased royalty rate. Substantially all of our mineral interests are located on private lands, but we cannot predict the full impact of these developments or whether the Biden Administration may pursue further restrictions. Other actions that could be pursued by the Biden Administration include the imposition of more restrictive requirements for the establishment of pipeline infrastructure or the permitting of LNG export facilities, as well as more restrictive GHG emissions limitations for oil and gas facilities. Litigation risks are also increasing as a number of parties have sought to bring suit against certain oil and natural gas companies in state or federal court, alleging, among other things, that such companies created public nuisances by producing fuels that contributed to climate change or alleging that the companies have been aware of the adverse effects of climate change for some time but defrauded their investors or customers by failing to adequately disclose those impacts. Should we be targeted by any such litigation, we may incur liability, which, to the extent that societal pressures or political or other factors are involved, could be imposed without regard to causation or contribution to the asserted damage, or to other mitigating factors. An unfavorable ruling in any such case could significantly impact our operations and could have an adverse impact on our financial condition.

There are also increasing financial risks for fossil fuel producers as stockholders currently invested in fossil-fuel energy companies concerned about the potential effects of climate change may elect in the future to shift some or all of their investments into non-energy related sectors. Institutional lenders who provide financing to fossil-fuel energy companies also have become more attentive to sustainable lending practices and some of them may elect to not provide funding for fossil fuel energy companies. For example, at COP26, GFANZ announced that commitments from over 450 firms across 45 countries had resulted in over $130 trillion in capital committed to net zero

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goals. The various sub-alliances of GFANZ generally require participants to set short-term, sector-specific targets to transition their financing, investing and/or underwriting activities to net zero emission by 2050. There is also a risk that financial institutions will be required to adopt policies that have the effect of reducing the financing provided to the fossil fuel sector. In late 2020, the Federal Reserve joined NGFS, a consortium of financial regulators focused on addressing climate-related risks in the financial sector. Subsequently, in November 2021, the Federal Reserve issued a statement in support of the efforts of the NGFS to identify key issues and potential solutions for the climate-related challenges most relevant to central banks and supervisory authorities. Limitation of investments in and financing for fossil fuel energy companies could result in the restriction, delay or cancellation of drilling programs or development or production activities.

Additionally, on March 21, 2022, the SEC issued a proposed rule regarding the enhancement and standardization of mandatory climate-related disclosures for investors. The proposed rule would require registrants to include certain climate-related disclosures in their registration statements and periodic reports, including, but not limited to, information about the registrant’s governance of climate-related risks and relevant risk management processes; climate-related risks that are reasonably likely to have a material impact on the registrant’s business, results of operations, or financial condition and their actual and likely climate-related impacts on the registrant’s business strategy, model, and outlook; climate-related targets, goals and transition plan (if any); certain climate-related financial statement metrics in a note to their audited financial statements; Scope 1 and Scope 2 GHG emissions; and Scope 3 GHG emissions and intensity, if material, or if the registrant has set a GHG emissions reduction target, goal or plan that includes Scope 3 GHG emissions. If the proposed rule is adopted in its current form, an attestation report from an independent GHG emissions attestation provider will be required to cover Scope 1 and 2 GHG emissions metrics for large accelerated and accelerated filers after the first disclosure year. Additionally, the proposed rule would provide a safe harbor for liability for Scope 3 GHG emissions disclosure and an exemption from the Scope 3 GHG emissions disclosure requirement for smaller reporting companies. According to the SEC’s Spring 2022 regulatory agenda issued in June 2022, the proposed climate disclosure rule is scheduled to be finalized in October 2022 but has been delayed, in part due to a reopening of the comment period on October 7, 2022. Although the final form and substance of these requirements is not yet known and the ultimate scope and impact on our business is uncertain, compliance with the proposed rule, if finalized, may result in additional legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly, and place strain on our personnel, systems and resources.

The adoption and implementation of new or more stringent international, federal or state legislation, regulations or other regulatory initiatives that impose more stringent standards for GHG emissions from the oil and natural gas sector or otherwise restrict the areas in which this sector may produce oil and natural gas or generate GHG emissions could result in increased costs of compliance or costs of consuming, and thereby reduce demand for oil and natural gas, which could reduce the profitability of our interests. Additionally, political, litigation and financial risks may result in our oil and natural gas operators restricting or canceling production activities, incurring liability for infrastructure damages as a result of climatic changes, or impairing their ability to continue to operate in an economic manner, which also could reduce the profitability of our interests. One or more of these developments could have a material adverse effect on our business, financial condition and results of operation.

Climate change may also result in various physical risks, such as the increased frequency or intensity of extreme weather events or changes in meteorological and hydrological patterns, that could adversely impact our operations, as well as those of our operators. Such physical risks may result in damage to operators’ facilities or otherwise adversely impact their operations, such as if they become subject to water use curtailments in response to drought, or demand for their

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products, such as to the extent warmer winters reduce the demand for energy for heating purposes, which may adversely impact the production or attractiveness of our interests.

Hydraulic Fracturing Activities

A substantial portion of the production on our properties involved the use of hydraulic fracturing techniques. Hydraulic fracturing is an important and common practice that is used to stimulate production of natural gas, NGLs and oil from dense subsurface rock formations. The hydraulic fracturing process involves the injection of water, sand and chemical additives under pressure into the formation to fracture the surrounding rock and stimulate production.

Hydraulic fracturing typically is regulated by state oil and natural gas commissions or similar agencies, but the EPA has asserted federal regulatory authority pursuant to the SDWA over certain hydraulic fracturing activities involving the use of diesel fuel in fracturing fluids and issued permitting guidance that applies to such activities. The regulation of methane emissions from oil and gas facilities has been subject to uncertainty in recent years. For more information, see the regulatory disclosure titled “Air Emissions.”

Also, the EPA has released a report on the potential impacts of hydraulic fracturing on drinking water resources, which concluded that “water cycle” activities associated with hydraulic fracturing may impact drinking water resources under certain limited circumstances.

In addition, various state and local governments have implemented, or are considering, increased regulatory oversight of hydraulic fracturing through additional permit requirements, operational restrictions, disclosure requirements, well construction and temporary or permanent bans on hydraulic fracturing in certain areas. For example, Texas, Colorado and North Dakota, among others, have adopted regulations that impose new or more stringent permitting, disclosure, disposal and well construction requirements on hydraulic fracturing operations. States could also elect to prohibit high volume hydraulic fracturing altogether. In addition to state laws, local land use restrictions, such as city ordinances, may restrict drilling in general and/or hydraulic fracturing in particular. If new federal, state or local laws or regulations that significantly restrict hydraulic fracturing are adopted in areas where our properties are located, such legal requirements could result in delays, eliminate certain drilling and injection activities and make it more difficult or costly to perform hydraulic fracturing. Any such regulations limiting or prohibiting hydraulic fracturing could result in decreased natural gas, NGLs and oil exploration and production activities and, therefore, adversely affect the development of our properties.

Endangered Species Act

The ESA restricts activities that may affect endangered and threatened species or their habitats. Similar protections are offered to migratory birds under the MBTA. The designation of previously unidentified endangered or threatened species could cause our operators to incur additional costs or become subject to operating delays, restrictions or bans in the affected areas. To the extent species are listed under the ESA or similar state laws, or are protected under the MBTA, or previously unprotected species are designated as threatened or endangered in areas where our properties are located, operations on those properties could incur increased costs arising from species protection measures and face delays or limitations with respect to production activities thereon.

Occupational Health and Safety

Operations on our properties are subject to a number of federal and state laws and regulations, including the federal Occupational Safety and Health Act (“OSHA”) and comparable state statutes, whose purpose is to protect the health and safety of workers. In addition, the OSHA hazard

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communication standard, the EPA community right-to-know regulations under Title III of the federal Superfund Amendment and Reauthorization Act and comparable state statutes require that information be maintained concerning hazardous materials used or produced in operations and that this information be provided to employees, state and local government authorities and citizens.

Title to Properties

We are not required to, and under certain circumstances we may elect not to, incur the expense of retaining lawyers to examine the title to our royalty and mineral interests. Our title review is meant to confirm the quantum of mineral and royalty interest owned by a prospective seller, the property’s lease status and royalty amount as well as encumbrances or other related burdens.

In addition to our initial title work, operators often will conduct a thorough title examination prior to leasing and/or drilling a well. Should an operator’s title work uncover any further title defects, either we or the operator will perform curative work with respect to such defects. An operator generally will not commence drilling operations on a property until any material title defects on such property have been cured.

We believe that the title to our assets is satisfactory in all material respects. Although title to these properties is in some cases subject to encumbrances, such as customary interests generally retained in connection with the acquisition of oil and gas interests, non-participating royalty interests and other burdens, easements, restrictions or minor encumbrances customary in the oil and natural gas industry, we believe that none of these encumbrances will materially detract from the value of these properties or from our interest in these properties.

Sale of Oklahoma Properties

In August 2022, we divested all of our assets in Oklahoma. As a result, we do not own any properties outside of Appalachia. See Note 2—Mineral Interests in our unaudited financial statements for the nine months ended September 30, 2022 for more information.

Competition

The oil and natural gas business is highly competitive in the exploration for and acquisition of reserves, the acquisition of minerals and oil and natural gas leases and personnel required to find and produce reserves. Some of our competitors not only own and acquire mineral and royalty interests but also explore for and produce oil and natural gas and, in some cases, carry on midstream and refining operations and market petroleum and other products on a regional, national or worldwide basis. By engaging in such other activities, our competitors may be able to develop or obtain information that is superior to the information that is available to us. In addition, certain of our competitors may possess financial or other resources substantially larger than we possess. Our ability to acquire additional minerals and properties and to discover reserves in the future will be dependent upon our ability to evaluate and select suitable properties and to consummate transactions in a highly competitive environment.

In addition, oil and natural gas products compete with other forms of energy available to customers, primarily based on price. These alternate forms of energy include wind and solar, electricity, coal, and fuel oils. Changes in the availability or price of oil and natural gas or other forms of energy, as well as business conditions, conservation, legislation, regulations, and the ability to convert to alternate fuels and other forms of energy may affect the demand for oil and natural gas.

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Seasonality of Business

Weather conditions affect the demand for, and prices of, natural gas and can also delay drilling activities, disrupting our overall business plans. Additionally, some of the areas in which our properties are located are adversely affected by seasonal weather conditions, primarily in the winter and spring. During periods of heavy snow, ice or rain, our operators may be unable to move their equipment between locations, thereby reducing their ability to operate our wells, reducing the amount of oil and natural gas produced from the wells on our properties during such times. Furthermore, demand for natural gas is typically higher during the winter, resulting in higher natural gas prices for our natural gas production during our first and fourth quarters. Certain natural gas users utilize natural gas storage facilities and purchase some of their anticipated winter requirements during the summer, which can lessen seasonal demand fluctuations. Seasonal weather conditions can limit drilling and producing activities and other oil and natural gas operations in a portion of our operating areas. Due to these seasonal fluctuations, our results of operations for individual quarterly periods may not be indicative of the results that we may realize on an annual basis.

ESG Philosophy

We are committed to all three facets of ESG and plan to practice environmental stewardship, social responsibility and good governance moving forward. As a minerals company, Bounty is not engaged in any oil and gas drilling or development. We maintain a commitment to responsible operations by targeting minerals under operators with strong environmental records, and seeking to work with operators that include an ESG metric as part of management compensation. The majority of our production is natural gas, which can result in fewer emissions of nearly all types of air pollutants and CO2 compared to coal or petroleum energy sources. About 117 pounds of CO2 are produced per million British thermal units (MMBtu) equivalent of natural gas compared with more than 200 pounds of CO2 per MMBtu of coal and more than 160 pounds per MMBtu of distillate fuel oil. The clean burning properties of natural gas have contributed to increased natural gas use for electricity generation and as a transportation fuel for fleet vehicles in the United States.

Furthermore, our board of directors and employee base reflect a culture that values diversity and gender equality. Women make up the majority of our company and strategic management team. We plan to continue to promote gender equity and diversity through all parts of our business moving forward.

Human Capital

Overview and Structure

We consider our people to be our most important asset, and seek to structure our hiring practices, compensation and benefits programs, and employee practices and policies to attract, retain, develop and support high-quality personnel. We invest in our employees by providing career growth opportunities and maintaining a focus on corporate ethics. We employ a female-led management team that seeks to promote diversity and equity amongst our workforce and to foster an environment whereby our employees collaborate and grow together in an inclusive workplace.

Headcount

We rely principally on full-time employees but use consultants as needed to assist with special projects. As of December 31, 2021, we had 13 full-time employees and 16 individuals engaged as consultants. None of our employees are represented by labor unions or covered by any collective bargaining agreements.

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Compensation

As part of our efforts to hire and retain highly qualified employees, we have structured compensation and benefits programs that, we believe, are competitive and sufficiently reward our high performers. In addition to the incentive programs in place for our named executive officers, we have structured a cash-bonus program for non-officer employees that is dependent on an employee’s individual performance and our performance as a company.

Healthcare and Other Benefits

We provide a full suite of benefits to our employees, including 401(k) matching and medical and dental insurance.

COVID-19

In March 2020, in response to the COVID-19 pandemic, we implemented remote work arrangements for the majority of our employees. We have continued to offer our employees added flexibility to work remotely on selected days or when needed or for specific employee needs, which has been positively received by our workforce.

Legal Proceedings

We are party to lawsuits arising in the ordinary course of our business. We cannot predict the outcome of any such lawsuits with certainty, but management believes it is remote that pending or threatened legal matters will have a material adverse impact on our financial condition.

Due to the nature of our business, we are, from time to time, involved in other routine litigation or subject to disputes or claims related to our business activities, including the non-payment of royalties. In the opinion of our management, none of these other pending litigation, disputes or claims against us, if decided adversely, will have a material adverse effect on our financial condition, free cash flow or results of operations.

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MANAGEMENT

The following table sets forth the names, ages and titles of our directors and executive officers as of September 30, 2022.

Name	Age	Position
I. Jon Brumley	83	Executive Chairman
Tracie Palmer	36	Chief Executive Officer and President
Kathy Van Zandt	39	Chief Financial Officer
Jennifer Dempsey	44	Director Nominee
Courtney Bass	44	Director Nominee
John C. Goff	67	Director Nominee
Ricky Brown	45	Director Nominee
Billy Rosenthal	71	Director Nominee
James A. Winne III	71	Director Nominee

Set forth below is a description of the backgrounds of our directors and executive officers. Unless otherwise indicated, references to positions held at Bounty Minerals include positions held at Bounty LLC.

Directors and Executive Officers

I. Jon Brumley—Executive Chairman. I. Jon Brumley has served as the Executive Chairman of Bounty Minerals since its formation in June 2022, as the Chief Executive Officer of Bounty LLC since its formation until November 2022 and the Executive Chairman of Bounty LLC since November 2022. Mr. Brumley began his energy career with Southland Royalty Company (“Southland”), becoming its President in 1974. Leaving in 1985 after Southland sold to Burlington Northern Railroad, Mr. Brumley co-founded Cross Timbers Oil Company (later to become XTO Energy) in 1986. Leaving in 1996, and until 1998, Mr. Brumley was the Chairman and Chief Executive Officer of Mesa Petroleum until it merged with Parker Parsley to form Pioneer Natural Resources. In 1998, Mr. Brumley co-founded Encore Acquisition Company, selling in 2010 to Denbury Inc. Mr. Brumley has been a key part of listing seven companies on the NYSE and a founder in all but two. Mr. Brumley earned his BBA in Business Administration at the University of Texas in Austin, and his MBA from the Wharton School of the University of Pennsylvania. Mr. Brumley has served on various boards and committees, including Texas Heart Institute, and currently serves on MD Anderson’s Board of Visitors and the Fort Worth Stock Show and Rodeo Board as an Executive Committee Member. Mr. Brumley is well qualified to serve on our board of directors due to his knowledge of the industry and leadership of our company since its inception.

Tracie Palmer—Chief Executive Officer and President. Tracie Palmer has served as our Chief Executive Officer and President since the formation of Bounty Minerals in June 2022 and has served as Bounty LLC’s Chief Executive Officer since November 2022 and President since December of 2019. Ms. Palmer started with Bounty LLC in May of 2013 as Vice President of Land before being appointed Executive Vice President of Operations in January of 2019. During Ms. Palmer’s tenure at Bounty LLC, under the tutelage of I. Jon Brumley, she has been responsible for various duties within the organization including business development, acquisitions, lease negotiations, asset management, legal, title and regulatory analysis, investor relations, human resources and corporate strategy. Ms. Palmer has 19 years of industry experience, beginning with Encore Energy Partners in 2003, and 12 years of public company experience including both Encore Operating Company and Vanguard Natural Resources after their merger with Encore in December of 2011. Ms. Palmer received her Professional Land Management Certification from Texas Christian University Energy Institute and graduated from The University of Texas at Arlington with a Bachelors of Business Administration.

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Kathy Van Zandt—Chief Financial Officer. Kathy Van Zandt has served as our Chief Financial Officer since September 2022. Ms. Van Zandt started with Bounty LLC in October 2015 as Accounting Manager before being appointed Director of Accounting in April 2017. Ms. Van Zandt previously served as Accounting Manager at Athlon Energy. During her tenure at Bounty LLC, Ms. Van Zandt has been highly involved in corporate strategy and has been responsible for various duties within the organization including internal and external financial reporting. Ms. Van Zandt has 17 years of industry experience, beginning with Encore Acquisition Company in 2005, and 10 years of public company experience including both Encore Acquisition Company and Athlon Energy. Ms. Van Zandt graduated from Texas Christian University with a Bachelor of Business Administration in Accounting and Finance from the Neeley School of Business and earned a Master of Business Administration from The University of Texas at Arlington. Ms. Van Zandt is a certified public accountant in the State of Texas.

Jennifer Dempsey. Jennifer Dempsey is the Chief Executive Officer and Chief Investment Officer of AFO Capital, Ltd., a role she has served in since 2006 when she helped to establish the firm. AFO Capital is a private family office that is responsible for the investment management, wealth management, and other related services for the members of the family, their various investment partnerships and trusts, and their private foundation. Prior to that, Ms. Dempsey worked at Crow Holdings, a privately-owned real estate investment and development firm with more than 70 years of history and $24 billion of assets under management, from 2000 to 2004, ultimately in the role of Vice President. Ms. Dempsey graduated with a Bachelor of Business Administration in Finance and a Master of Business Administration, both from the McCombs School of Business at the University of Texas at Austin. We believe that Ms. Dempsey is well qualified to serve on our board of directors due to her leadership, business and investment experience.

Courtney Bass. Courtney Bass has served as Managing Director of Investments for Goelet, LLC, a private family office, since 2011. Mrs. Bass leads the company’s investment committee and advises on asset allocation and manager selection across public and private asset classes. Prior to joining the family office in 2011, she spent over a decade at JPMorgan Private Bank in roles of escalating responsibility, culminating with being a Vice President focused on investment solutions for high net worth clients. Mrs. Bass graduated with a degree in Finance from the University of Delaware. We believe that Ms. Bass is well qualified to serve on our board of directors due to her leadership, business and investment experience.

John C. Goff. John C. Goff is a private investor based in Fort Worth, Texas and has served as Chairman of the Crescent Energy Company (NYSE: CRGY) Board of Directors since December 2021. He was previously elected to the board of directors of Crescent Energy Company’s predecessor, Contango Oil & Gas Company, in August 2018 and as Non-Executive Chairman of that board of directors in October 2019. Mr. Goff founded his family office, Goff Capital, in 2007. Goff Capital invests in a variety of public and private industries and is presently focused on investments in real estate, aerospace, oil & gas, entertainment, and wellness. Mr. Goff co-founded Crescent Real Estate with Richard Rainwater in the early 1990’s, designing the strategy and orchestrating the acquisitions leading to its initial public offering (NYSE) in May 1994. Mr. Goff first joined Mr. Rainwater in 1987, investing in public securities, private equity, and distressed debt in a variety of industries, including oil and gas, health care, insurance, and banking. Mr. Goff graduated from the University of Texas at Austin and is a member of McCombs School of Business Hall of Fame. He was named EY Entrepreneur of the Year for the Southwest Region in 2014 and more recently, was inducted to the North Texas Real Estate, the Dallas Business and the Fort Worth Business Halls of Fame. We believe that Mr. Goff is well qualified to serve on our board of directors due to his investment and financial acumen, including expertise in analyzing opportunities, risks and strategy in investments in various industries, including energy investments, and providing guidance regarding corporate governance matters.

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Ricky Brown. Ricky Brown, a former standout Longhorn student-athlete, has been a veteran member of the University of Texas Athletics staff since 2013 where he was most recently promoted to Executive Senior Associate Athletics Director in November 2021. In this role, Brown serves on the executive senior staff leadership team and oversees operations, functions, events and communications related to the University of Texas Athletics Diversity, Equity and Inclusion Program, the 4EVER TEXAS program within Texas Student-Athlete Growth and Education, as well as the T-Association. Mr. Brown graduated from the University of Texas at Austin with a degree in communications in 2000 and continued to play in the NFL and NFL Europe until 2007, when he retired from football. In 2007, Mr. Brown received a Masters of Business Administration from Southern Methodist University. He then worked in asset and wealth management for JPMorgan Chase & Co. until 2009 where he managed wealth for ultra high net worth clients until 2013. Mr. Brown initially returned to the University of Texas in September 2013 when he joined the Longhorn Foundation as a key leader in the establishment of philanthropic giving programs, which resulted in record endowments. Mr. Brown then moved into a role with the T-Association in January 2016 and most recently served as Associate Athletics Director for the T-Association, where he led letterwinner engagement beginning with current student-athletes and continuing throughout their post-university lives. Since 2016, Mr. Brown has served as the Executive Director of the Greater Austin Chapter of the National Football Foundation. He has also served as the director of the Dallas Longhorn Club (2011, 2012) and the City of Arlington Environmental Commission (2010). We believe that Mr. Brown is well qualified to serve on our board of directors due to his leadership and business experience.

Billy Rosenthal. Billy Rosenthal has served as Chairman of Penrose Group, LLC, a private investment company in Fort Worth, TX, since he founded the company in 1998. Mr. Rosenthal has successfully founded and led several food services companies, including the Standard Meat Company, where he currently serves on the board of directors, CTI Foods, where he served as chairman of the board of directors until its sale to Littlejohn and Company in 2010 and KPR Holdings, where he served as chief executive officer until its sale to Foodbrands America. Mr. Rosenthal graduated from the University of Texas at Austin with a B.A. in Business in 1972. He currently serves on the McCombs Business School Advisory Board and is a member of the University of Texas Development Board. In 2005 he was inducted into the McCombs School of Business Hall of Fame. We believe that Mr. Rosenthal is well qualified to serve on our board of directors due to his board, business and investment experience.

James A. Winne III. James Winne is an experienced oil and gas executive based in Houston, Texas. Mr. Winne began his career in 1977 as a staff landman for Al Bisbey & Associates, where he gained on-the-ground experience acquiring oil and gas leases in Mississippi and Texas. In 1983, Mr. Winne joined North Central Oil Company (“NCOC”), a privately held oil and gas company operating properties in 12 states and Thailand, as a staff landman. Mr. Winne was elected to NCOC’s board of directors in 1986 and was promoted to President and Chief Executive Officer of NCOC in 1993. In 2001, Mr. Winne left NCOC to co-found Legend Natural Gas, LP (“Legend LP”) in partnership with Riverstone Holdings LLC (“Riverstone”). Later in 2004, Riverstone acquired Belden & Blake Corporation (“B&B”), an Ohio-based exploration and production company with interests in oil and gas wells throughout the Appalachian Basin, and appointed Mr. Winne President and Chief Executive Officer to reorganize the company and prepare it for sale. After leading the successful sale of B&B in 2005, Mr. Winne served as President and Chief Executive Officer of Legend Natural Gas, LLC (“Legend LLC”), a position he held until 2013. Mr. Winne has also served on the board of directors of Encore Acquisition Company and chaired the board of directors of Phoenix Exploration Company. Mr. Winne attended the University of Houston. He has served as chairman of the Houston Livestock Show & Rodeo from 2017 until 2020, a section 501(c)(3) charitable organization, and is a former member of the American Association of Petroleum Landmen, the Houston Association of Petroleum Landmen, the Association of

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International Petroleum Negotiators, and the Independent Petroleum Association of America. We believe that Mr. Winne is well qualified to serve on our board of directors due to his leadership, business, investment and energy experience.

Board of Directors

Upon the closing of this offering, it is anticipated that we will have seven directors.

In evaluating director candidates, we will assess whether a candidate possesses the integrity, judgment, knowledge, experience, skills and expertise that are likely to enhance the board of directors’ ability to manage and direct our affairs and business, including, when applicable, to enhance the ability of the committees of the board of directors to fulfill their duties. Our directors will hold office until the earlier of their death, resignation, retirement, disqualification or removal, or until their successors have been duly elected and qualified.

Our directors will be divided into three classes serving staggered three-year terms. Class I, Class II and Class III directors will serve until our first, second and third annual meetings of stockholders, respectively. Messrs. Goff and Rosenthal will be assigned to Class I, Messrs. Winne and Brown will be assigned to Class II, and Mmes. Dempsey and Bass and Mr. Brumley will be assigned to Class III. At each annual meeting of stockholders held after the initial classification, directors will be elected to succeed the class of directors whose terms have expired. This classification of our board of directors could have the effect of increasing the length of time necessary to change the composition of a majority of the board of directors. In general, at least two annual meetings of stockholders will be necessary for stockholders to effect a change in a majority of the members of the board of directors.

Director Independence

The board of directors is in the process of reviewing the independence of our directors using the independence standards of the NYSE. Currently, we anticipate that our board of directors will determine that each of Jennifer Dempsey, Courtney Bass, John C. Goff, Ricky Brown, Billy Rosenthal and James A. Winne III will be independent within the meaning of the NYSE listing standards currently in effect and will be independent within the meaning of 10A-3 of the Exchange Act. Upon the conclusion of this offering, we intend to have a majority independent board of directors.

Committees of the Board of Directors

Upon the conclusion of this offering, we intend to have an audit committee, a compensation committee and a nominating and corporate governance committee of our board of directors. In addition, our board of directors may establish such other committees as it determines necessary or advisable from time to time. We anticipate that each of the standing committees of the board of directors will have the composition and responsibilities described below. We will rely on the phase-in provisions of Rule 10A-3 of the Exchange Act and the NYSE transition rules applicable to companies completing an initial listing, and we plan to have an audit committee comprised of at least three directors who are entirely independent and fully independent compensation and nominating and corporate governance committees within one year of listing.

Audit Committee

Following this offering, our audit committee will be composed of Jennifer Dempsey, Jon Brumley and Billy Rosenthal, with Jennifer Dempsey serving as chair of the committee. Our board of directors has affirmatively determined that Jennifer Dempsey and Billy Rosenthal meet the independence requirements of Rule 10A-3 under the Exchange Act and the applicable listing

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standards of the NYSE. In addition, our board of directors has determined that Jennifer Dempsey is an “audit committee financial expert” as defined in Item 407(d) of Regulation S-K promulgated under the Securities Act and that each member of our audit committee is “financially literate” under NYSE rules.

Upon completion of this offering, the audit committee will oversee, review, act on and report on various auditing and accounting matters to our board of directors, including: the selection of our independent accountants, the scope of our annual audits, fees to be paid to the independent accountants, the performance of our independent accountants, our accounting practices and the selection and performance of our independent reserves engineers. In addition, the audit committee will oversee our compliance programs relating to legal and regulatory requirements. We expect to adopt an audit committee charter defining the committee’s primary duties in a manner consistent with the rules of the SEC and NYSE standards, which will be available on our website prior to the completion of this offering. Information on our website or any other website is not incorporated by reference into, and does not constitute a part of, this prospectus.

Compensation Committee

We will establish a compensation committee prior to completion of this offering. We anticipate that the compensation committee will consist of three directors, Courtney Bass, James Winne and Jon Brumley, of whom Courtney Bass and James Winne will be “independent” under the rules of the SEC, the Sarbanes-Oxley Act of 2002 and the NYSE. This committee will establish salaries, incentives and other forms of compensation for officers and other employees. Our compensation committee will also administer our incentive compensation and benefit plans. We expect to adopt a compensation committee charter defining the committee’s primary duties in a manner consistent with the rules of the SEC, the PCAOB and NYSE standards.

Nominating and Corporate Governance Committee

We will establish a nominating and corporate governance committee prior to completion of this offering. We anticipate that the nominating and corporate governance committee will consist of three directors, Ricky Brown, Jon Brumley and John Goff, of whom John Goff and Ricky Brown will be “independent” under the rules of the SEC, the Sarbanes-Oxley Act of 2002 and the NYSE. This committee will identify, evaluate and recommend qualified nominees to serve on our board of directors; develop and oversee our internal corporate governance processes; and maintain a management succession plan. We expect to adopt a nominating and corporate governance committee charter defining the committee’s primary duties in a manner consistent with the rules of the SEC and NYSE standards.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serve on the board of directors or compensation committee of a company that has an executive officer that serves on our board or compensation committee. No member of our board is an executive officer of a company in which one of our executive officers serves as a member of the board of directors or compensation committee of that company.

Code of Business Conduct and Ethics

Prior to the completion of this offering, our board of directors will adopt a code of business conduct and ethics applicable to our employees, directors and officers, in accordance with applicable U.S. federal securities laws and the corporate governance rules of the NYSE. Any waiver of this code may be made only by our board of directors and will be promptly disclosed as required by applicable U.S. federal securities laws and the corporate governance rules of the NYSE.

Corporate Governance Guidelines

Prior to the completion of this offering, our board of directors will adopt corporate governance guidelines in accordance with the corporate governance rules of the NYSE.

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EXECUTIVE COMPENSATION

We are currently considered an “emerging growth company,” within the meaning of the Securities Act, for purposes of the SEC’s executive compensation disclosure rules. In accordance with such rules, we are required to provide a Summary Compensation Table and an Outstanding Equity Awards at Fiscal Year End Table, as well as limited narrative disclosures regarding executive compensation for our last completed fiscal year. Further, our reporting obligations extend only to our “named executive officers,” who are the individuals who served as our principal executive officer and our next most highly compensated executive officers at the end of the last completed fiscal year. For 2022, our “Named Executive Officers” are:

Name	Principal Position
I. Jon Brumley	Executive Chairman(1)
Tracie Palmer	Chief Executive Officer (Principal Executive Officer)(2)
Kathy Van Zandt	Chief Financial Officer(3)
Branden Kennedy	Former Chief Financial Officer(4)

⁽¹⁾  Mr. Brumley served as the Chief Executive Officer of Bounty LLC during 2021 and until November 2022, when he became the Executive Chairman.

⁽²⁾  Ms. Palmer served as the President of Bounty LLC during 2021 and became the Chief Executive Officer in November 2022.

⁽³⁾  Ms. Van Zandt became our Chief Financial Officer in September 2022.

⁽⁴⁾  Mr. Kennedy served as Chief Financial Officer from June 2022 to September 2022.

Summary Compensation Table

The following table summarizes the compensation awarded to, earned by or paid to our Named Executive Officers for the fiscal years ended December 31, 2021 and December 31, 2022.

Name and Principal Position	Year		Salary ($)		Bonus ($)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)(2)		Total ($)
Jon Brumley (Executive Chairman)(1)		2022
		2021		—		—		—		27,866		27,866
Tracie Palmer (Chief Executive Officer)		2022
		2021		412,000		247,200		—		52,222		711,422
Kathy Van Zandt (Chief Financial Officer)		2022						—
Branden Kennedy (Former Chief Financial Officer)		2022						—

⁽¹⁾  During fiscal years 2021 and 2022, Mr. Brumley did not receive an annual bonus or salary from the Company, but he did receive other amounts of compensation as detailed in the table above. Mr. Brumley holds fully vested Class A common stock and Class B common stock, as discussed below under “Security Ownership of Certain Beneficial Owners and Management.”

⁽²⁾  All Other Compensation amounts for 2022 are summarized in the following table.

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Name	Retirement Plan Contributions ($)	Life Insurance Premiums ($)	Medical and Dental Premiums ($)	Vision Premiums ($)	Parking Fees ($)	Wellness Reimbursement ($)	Total ($)
Jon Brumley
Tracie Palmer
Kathy Van Zandt
Branden Kennedy

Narrative Disclosure to Summary Compensation Table

Employment Agreements

The Company does not maintain employment agreements with any of its named executive officers.

Base Salary

The Board determines the base salary and annual bonus opportunity for Ms. Palmer and other members of management each year based on a review of the Company’s peer group. The Company works with its independent compensation consultant, Pearl Meyer, to review the Company’s compensation of its employees and to provide benchmarks against the peer group’s 50^th percentile. Since the Company has historically not maintained a long-term incentive plan, the base salary and target cash annual incentive were 11% above the 50^th percentile of the peer group in 2021, to ensure competitive total compensation. The Board adopted a             % increase in the base salaries of its executives for 2023, as recommended by Pearl Meyer, to reflect the changes in the cost of living and other macro-economic factors. The Company’s peer group for 2021 is as follows:

Company Name	Ticker
Black Stone Minerals, L.P.	BSM
Kimbell Royalty Partners, LP	KRP
Brigham Minerals, Inc.	MNRL
Dorchester Minerals, L.P.	DMLP
Falcon Minerals Corporation	FLMN
PHX Minerals Inc.	PHX
Texas Pacific Land Corporation	TPL
Viper Energy Partners LP	VNOM

Annual Bonus

The Board may grant executives a discretionary annual bonus based on the performance of the Company and percentile of the annual bonus for similarly situated employees within the peer group. Ms. Palmer and Ms. Van Zandt were the only Named Executive Officers to receive an annual bonus in 2022.

Long Term Incentive Compensation

In December 2021, the board of directors of our predecessor adopted an Incentive and Change in Control Plan (“Incentive and CIC Plan”) that is intended to motivate key employees to achieve annual investor returns, encourage pursuit of strategic opportunities and retain key personnel who would be difficult to replace.

The Incentive and CIC Plan is a program that includes (i) annual incentives based on 1% of investor distributions intended to align management objectives with investor returns (the “Annual

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Incentive”) and (ii) a change in control portion that grants to participants as a group 1% of the transaction price if a change in control occurs, subject to continued employment though the change in control.

Under the Incentive and CIC Plan, Annual Incentives are paid out one-third on each of the first three anniversaries of the grant date. Additionally, the change in control award is granted only if investors receive a 150% return on their initial investment in the Company. The proposed management allocation would grant Ms. Palmer 0.33% of the 1% pool, however such allocation has yet to be approved and finalized by the Board. Mr. Brumley does not participate in the Incentive and CIC Plan.

The Company anticipates adopting a change in control severance plan prior to the completion of the offer that will replace the prior Incentive and CIC Plan, as further described below.

Other Compensation Elements

The Company does not maintain any nonqualified deferred compensation plans, nonqualified defined contribution plans, tax-qualified defined benefit plans or supplemental executive retirement plans.

Outstanding Equity Awards at Fiscal Year-End

As of December 31, 2022, the only equity interests held by our named executive officers were fully-vested Class B Units in our predecessor. Consequently, we have not included a table of Outstanding Equity Awards at Fiscal Year-End.

Additional Narrative Disclosure

Retirement Benefits

Ms. Palmer participates in a 401(k) plan maintained by the Company for the benefit of its employees. The Company provides a matching contribution equal to 100% of the employee’s elective deferrals that does not exceed 4% of the employee’s compensation for the year.

Potential Payments Upon Termination or Change in Control

The Company does not maintain any formal severance plans for the named executive officers in the absence of a change of control. As discussed above, under the Incentive and CIC Plan, certain members of management are eligible to receive payments upon a change in control of the Company in an aggregate amount equal to 1% of the transaction price. The allocation among management of the 1% pool has yet to be approved by the Board, but as proposed, Ms. Palmer would be granted 0.33% of the 1% pool.

Prior to the completion of the offering, our board anticipates adopting a formal change in control severance program to incentivize and retain employees by reducing any concerns about job security. The plan would provide for severance to named executive officers in the amount of 1.5 times the sum of annual base salary (or two-times in the case of the chief executive officer) and target annual bonus for our named executive officers (or two-times in the case of the chief executive officer) and a pro-rata annual bonus for the current year, to be paid in a lump sum within 30 days of termination of employment, and continued access to benefit coverage for up to two years subject to executing and not revoking a release of claims. The executives would be subject to customary non-solicitation covenants for one year post-termination of employment. Mr. Brumley will not be a participant under the plan.

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Long-Term Incentive Plan

In order to incentivize our employees following the completion of this offering, we anticipate that our board of directors will adopt a new long-term incentive plan (the “LTIP”) for employees, consultants and directors prior to the completion of this offering. Our Named Executive Officers will be eligible to participate in the LTIP, which we expect will become effective upon the consummation of this offering. We anticipate that the LTIP will provide for the grant of options, stock appreciation rights, restricted stock, restricted stock units, stock awards, dividend equivalents, other stock-based awards, cash awards, and substitute awards intended to align the interests of service providers, including our Named Executive Officers, with those of our stockholders.

Securities to be Offered

Subject to adjustment in the event of certain transactions or changes of capitalization in accordance with the LTIP, a number of shares of Class A common stock equal to % of the number shares of Class A common stock and Class B common stock outstanding at the closing of this offering (on a fully diluted basis) will initially be reserved for issuance pursuant to awards under the LTIP. The total number of shares reserved for issuance under the LTIP will be increased on January 1 of each of each calendar year beginning in 2024 and ending and including 2033, by the lesser of (i) a number of shares of Class A common stock equal to % of the total number of shares of Class A common stock and Class B common stock outstanding on each December 31 immediately prior to the date of increase or (ii) such number of shares of the Company’s Class A common stock determined by our board of directors or compensation committee. The total number of shares reserved for issuance under the LTIP may be issued pursuant to incentive options. Shares of Class A common stock subject to an award that expires or is canceled, forfeited, were not issued upon the settlement of the award or otherwise terminated without issuance of shares and shares withheld to pay the exercise price of, or to satisfy the withholding obligations with respect to, an award will again be available for delivery pursuant to other awards under the LTIP.

Administration

The LTIP will be administered by our board of directors, except to the extent our board of directors elects a committee of directors to administer the LTIP (as applicable, the “Administrator”). The Administrator has broad discretion to administer the LTIP, including the power to determine the eligible individuals to whom awards will be granted, the number and type of awards to be granted and the terms and conditions of awards. The Administrator may also accelerate the vesting or exercise of any award and make all other determinations and to take all other actions necessary or advisable for the administration of the LTIP. To the extent the Administrator is not our board of directors, our board of directors will retain the authority to take all actions permitted by the Administrator under the LTIP.

Eligibility

Our employees, consultants and nonemployee directors, and employees, consultants and nonemployee directors of our affiliates, will be eligible to receive awards under the LTIP.

Nonemployee Director Compensation Limits

Under the LTIP, in a single calendar year, a nonemployee director may not be granted awards for such individual’s service on our board of directors having a value in excess of $750,000; provided that, (a) the Administrator may make exceptions to the limit, except that the

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non-employee director receiving such additional compensation may not participate in the decision to award such compensation and (b) for any calendar year in which a nonemployee director (i) first commences service on our board of directors, (ii) serves on a special committee of the board of directors or (iii) serves as lead director or non-executive chairman of our board of directors, such limit will be increased to $1,000,000. This limit does not apply to any awards or other compensation provided to a non-employee director during any period in which such individual was our employee or was otherwise providing services to us other than in the capacity as a non-employee director.

Types of Awards

Options. We may grant options to eligible persons, except that incentive options may only be granted to persons who are our employees or employees of one of our subsidiaries, in accordance with Section 422 of the Code. The exercise price of an option generally cannot be less than 100% of the fair market value of a share of Class A common stock on the date on which the option is granted and the option must not be exercisable for longer than 10 years following the date of grant. In the case of an incentive option granted to an individual who owns (or is deemed to own) at least 10% of the total combined voting power of all classes of our equity securities, the exercise price of the option must be at least 110% of the fair market value of a share of Class A common stock on the date of grant, and the option must not be exercisable more than five years from the date of grant.

SARs. A SAR is the right to receive an amount equal to the excess of the fair market value of one share of Class A common stock on the date of exercise over the grant price of the SAR. The grant price of a SAR generally cannot be less than 100% of the fair market value of a share of Class A common stock on the date on which the SAR is granted. The term of a SAR may not exceed ten years. SARs may be granted in connection with, or independent of, other awards. The Administrator will have the discretion to determine other terms and conditions of an SAR award.

Restricted Share Awards. A restricted share award is a grant of shares of Class A common stock subject to the restrictions on transferability and risk of forfeiture imposed by the Administrator. Unless otherwise determined by the Administrator and specified in the applicable award agreement, the holder of a restricted share award will have rights as a stockholder, including the right to vote the shares of Class A common stock subject to the restricted share award or to receive dividends on the shares of Class A common stock subject to the restricted share award during the restriction period. In the discretion of the Administrator, dividends distributed prior to vesting may be subject to the same restrictions and risk of forfeiture as the restricted shares with respect to which the distribution was made.

Restricted Share Units. A restricted stock unit is a right to receive cash, shares of Class A common stock or a combination of cash and shares of Class A common stock at the end of a specified period equal to the fair market value of one share of common stock on the date of vesting. Restricted stock units may be subject to the restrictions, including a risk of forfeiture, imposed by the Administrator. In the discretion of the Administrator, a grant of restricted stock units may include the right to receive dividend equivalents.

Performance Awards. The Administrator may grant a performance award payable upon the attainment of specific performance goals. The performance goals to be achieved during the performance period and the length of the performance period will be determined by the committee upon the grant of each performance award.

Share Awards. A share award is a transfer of unrestricted shares of Class A common stock on terms and conditions, if any, determined by the Administrator.

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Dividend Equivalents. Dividend equivalents entitle a participant to receive cash, shares of Class A common stock, other awards or other property equal in value to dividends or other distributions paid with respect to a specified number of shares of Class A common stock. Dividend equivalents may be granted on a free-standing basis or in connection with another award (other than a restricted share award or a share award).

Other Share-Based Awards. Other share-based awards are awards denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, the value of our shares of Class A common stock.

Cash Awards. Cash awards may be granted on a free-standing basis or as an element of, a supplement to, or in lieu of any other award and may be granted not subject to restrictions or conditions or subject to vesting conditions.

Substitute Awards. Awards may be granted in substitution or exchange for any other award granted under the LTIP or under another equity incentive plan or any other right of an eligible person to receive payment from us. Awards may also be granted under the LTIP in substitution for similar awards held for individuals who become participants as a result of a merger, consolidation or acquisition of another entity by or with the Company or one of our affiliates.

Certain Transactions

If any change is made to our capitalization, such as a share split, share combination, share dividend, exchange of shares or other recapitalization, merger or otherwise, that results in an increase or decrease in the number of outstanding shares of common stock, appropriate adjustments will be made by the Administrator in the shares subject to an award under the LTIP. The Administrator will also have the discretion to make certain adjustments to awards in the event of a change in control, such as accelerating the vesting or exercisability of awards; requiring the surrender of an award, with or without consideration, or making any other adjustment or modification to the award that the Administrator determines is appropriate; in light of such transaction.

Clawback

All awards granted under the LTIP will be subject to reduction, cancelation or recoupment under any written clawback policy that we may adopt and that we determine should apply to awards under the LTIP.

Plan Amendment and Termination

Our Administrator may amend or terminate any award, award agreement or the LTIP at any time; however, stockholder approval will be required for any amendment to the extent necessary to comply with applicable law or exchange listing standards. The Administrator will not have the authority, without the approval of stockholders, to amend any outstanding option or share appreciation right to reduce its exercise price per share. The LTIP will remain in effect for a period of 10 years (unless earlier terminated by our board of directors).

Director Compensation

We intend to implement a non-employee director compensation program in connection with this offering.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of our Class A common stock and Class B common stock that, upon the consummation of our corporate reorganization and this offering, will be owned by:

• each person known to us to beneficially own more than 5% of any class of our outstanding shares of Class A common stock;

• each of our directors and director nominees;

• our Named Executive Officers; and

• all of our directors, director nominees and executive officers as a group.

All information with respect to beneficial ownership has been furnished by the directors, director nominees or Named Executive Officers, as the case may be. Unless otherwise noted, the mailing address of each listed beneficial owner is c/o Bounty Mineral, Inc., 777 Main Street, Suite 3400, Fort Worth, Texas 76102.

To the extent that the underwriters sell more than              shares of Class A common stock, the underwriters have the option to purchase up to an additional             shares from us. The table below does not reflect any shares of Class A common stock that directors, director nominees and executive officers may purchase in this offering through the directed share program described under “Underwriting—Directed Share Program” or any shares to be issued pursuant to the LTIP.

	Shares Beneficially Owned After this Offering
Name of Beneficial Owner (1)	Class A Common Stock			Class B Common Stock			Combined Voting Power (2)
	Number	%		Number	%		Number	%
5% Stockholders:
			%			%			%
Directors, Director Nominees and Named Executive Officers:
I. Jon Brumley			%			%			%
Tracie Palmer			%			%			%
Kathy Van Zandt			%			%			%
Jennifer Dempsey			%			%			%
Courtney Bass			%			%			%
John C. Goff			%			%			%
Ricky Brown			%			%			%
Billy Rosenthal			%			%			%
James A. Winne III			%			%			%
Directors, Director Nominees and Executive Officers as a Group (9 Persons)			%			%			%

* Less than 1%.

(1) The amounts and percentages of Class A common stock and Class B common stock beneficially owned are reported on the bases of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power, which includes the power to vote or direct the voting of such security, or investment power, which includes the power to

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dispose of or to direct the disposition of such security. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Except as otherwise indicated in these footnotes, each of the beneficial owners has, to our knowledge, sole voting and investment power with respect to the indicated shares of Class A common stock and Class B common stock, except to the extent this power may be shared with a spouse.

(2) Represents percentage of voting power of our Class A common stock and Class B common stock voting together as a single class. The Existing Owners will hold one share of Class B common stock for each Bounty LLC Unit that they own. Each share of Class B common stock has no economic rights, but entitles the holder thereof to one vote for each Bounty LLC Unit held by such holder. Accordingly, the Existing Owners collectively have a number of votes in Bounty Minerals equal to the number of Bounty LLC Units that they hold.

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CORPORATE REORGANIZATION

Corporate Reorganization

Bounty Minerals was incorporated as a Delaware corporation in June 2022. Our Existing Owners own all of the membership interests in Bounty LLC.

Following this offering and the corporate reorganization, Bounty Minerals will be a holding company whose sole material asset will consist of a         % interest in Bounty LLC. Bounty LLC will continue to wholly own all of our operating assets. After the consummation of the transactions contemplated by this prospectus, Bounty Minerals will be the sole managing member of Bounty LLC and will be responsible for all operational, management and administrative decisions relating to Bounty LLC’s business.

In connection with this offering,

• all of the outstanding membership interests in Bounty LLC will be converted into Bounty LLC Units;

• Bounty Minerals will issue              shares of Class A common stock to purchasers in this offering in exchange for the proceeds of this offering;

• each Existing Owner will receive a number of shares of Class B common stock equal to the number of Bounty LLC Units held by such Existing Owner following this offering;

• Bounty Minerals will contribute, directly or indirectly, the net proceeds of this offering to Bounty LLC in exchange for an additional number of Bounty LLC Units such that Bounty Minerals holds, directly or indirectly, a total number of Bounty LLC Units equal to the number of shares of Class A common stock outstanding following this offering; and

• Bounty LLC intends to use a portion of the net proceeds to purchase              Bounty LLC Units, together with an equal number of shares of Class B common stock, from certain owners of Bounty LLC Units.

After giving effect to these transactions and this offering and assuming the underwriters’ option to purchase additional shares is not exercised:

• the Existing Owners will own all of our Class B common stock, representing         % total voting power of our capital stock;

• investors in this offering will own                  shares of our Class A common stock, or 100% of our Class A common stock, representing         % total voting power of our capital stock;

• Bounty Minerals will own an approximate         % interest in Bounty LLC; and

• the Existing Owners will own an approximate         % interest in Bounty LLC.

If the underwriters’ option to purchase additional shares is exercised in full:

• the Existing Owners will own all of our Class B common stock, representing         % total voting power of our capital stock;

• investors in this offering will own                  shares of our Class A common stock, or 100% of our Class A common stock, representing         % total voting power of our capital stock;

• Bounty Minerals will own an approximate         % interest in Bounty LLC; and

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• the Existing Owners will own an approximate         % interest in Bounty LLC.

Each share of Class B common stock has no economic rights but entitles its holder to one vote on all matters to be voted on by stockholders generally. Holders of Class A common stock and Class B common stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law or by our amended and restated certificate of incorporation. We do not intend to list our Class B common stock on any exchange.

Following this offering, under the Bounty LLC Agreement, each Existing Owner will, subject to certain limitations, have a Redemption Right to cause Bounty LLC to acquire all or a portion of its Bounty LLC Units for, at Bounty LLC’s election, (i) shares of our Class A common stock at a redemption ratio of one share of Class A common stock for each Bounty LLC Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions or (ii) an equivalent amount of cash. Alternatively, upon the exercise of the Redemption Right, we (instead of Bounty LLC) will have a Call Right to, for administrative convenience, acquire each tendered Bounty LLC Unit directly from the redeeming Existing Owner for, at our election, (x) one share of Class A common stock or (y) an equivalent amount of cash. Our decision to make a cash payment upon an Existing Owner redemption election will be made by our independent directors (within the meaning of the NYSE listing rules and Section 10A-3 of the Securities Act). Such independent directors will determine whether to issue shares of Class A common stock or cash based on facts in existence at the time of the decision, which we expect would include the relative value of the Class A common stock (including trading prices for the Class A common stock at the time), the cash purchase price, the availability of other sources of liquidity (such as an issuance of preferred stock) to acquire the Bounty LLC Units and alternative uses for such cash.

In connection with any redemption of Bounty LLC Units pursuant to the Redemption Right or acquisition pursuant to our Call Right, the corresponding number of shares of Class B common stock will be cancelled. See “Certain Relationships and Related Party Transactions—Bounty LLC Agreement.” The Existing Owners will have the right, under certain circumstances, to cause us to register the offer and resale of their shares of Class A common stock. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”

The following diagram indicates our corporate structure immediately preceding this offering and the transactions related thereto:

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The following diagram indicates our simplified ownership structure immediately following this offering and the transactions related thereto (assuming that the underwriters’ option to purchase additional shares is not exercised):

(1) Our Existing Owners will own, in the aggregate, approximately 100% of our Class B common stock and approximately    % of the Bounty LLC Units.

We have granted the underwriters a 30-day option to purchase up to an aggregate of                  additional shares of Class A common stock. Any net proceeds received from the exercise of this option will be contributed to Bounty LLC in exchange for additional Bounty LLC Units, and Bounty LLC intends to use such net proceeds to purchase Bounty LLC Units, together with an equal number of shares of Class B common stock, from certain owners of Bounty LLC Units and to fund future acquisitions of mineral interests.

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Offering

Only Class A common stock will be sold to investors in this offering. Immediately following this offering, there will be             shares of Class A common stock issued and outstanding and                  shares of Class A common stock reserved for redemptions of Bounty LLC Units and shares of Class B common stock pursuant to the Bounty LLC Agreement. We estimate that our net proceeds from this offering, after deducting estimated underwriting discounts and commissions and other offering related expenses, will be approximately $         million. We intend to contribute all of the net proceeds from this offering to Bounty LLC in exchange for Bounty LLC Units. Bounty LLC intends to use the net proceeds to purchase Bounty LLC Units, together with an equal number of shares of Class B common stock, from certain owners of Bounty LLC Units and to fund future acquisitions of mineral interests.

As a result of our corporate reorganization and the offering described above (and prior to any redemptions of Bounty LLC Units):

• the investors in this offering will collectively own              shares of Class A common stock (or              shares of Class A common stock if the underwriters exercise in full their option to purchase additional shares);

• Bounty Minerals will hold                  Bounty LLC Units;

• the Existing Owners will hold              shares of Class B common stock and a corresponding number of Bounty LLC Units;

• assuming no exercise of the underwriters’ option to purchase additional shares, the investors in this offering will collectively hold     % of the voting power in us (or     % if the underwriters exercise in full their option to purchase additional shares); and

• assuming no exercise of the underwriters’ option to purchase additional shares, the Existing Owners will hold     % of the voting power in us (or     % if the underwriters exercise in full their option to purchase additional shares).

Holding Company Structure

Our post-offering organizational structure will allow the Existing Owners to retain their equity ownership in Bounty LLC, a partnership for U.S. federal income tax purposes. Investors in this offering will, by contrast, hold their equity ownership in the form of shares of Class A common stock in Bounty Minerals, and Bounty Minerals is classified as a domestic corporation for U.S. federal income tax purposes. The Existing Owners and Bounty Minerals will generally incur U.S. federal, state and local income taxes on their proportionate share of any taxable income of Bounty LLC.

In addition, pursuant to Bounty Minerals’ certificate of incorporation and the Bounty LLC Agreement, Bounty Minerals’ capital structure and the capital structure of Bounty LLC will generally replicate one another and will provide for customary anti-dilution mechanisms in order to maintain the one-for-one redemption ratio between the Bounty LLC Units and Bounty Minerals’ Class A common stock, among other things.

The holders of Bounty LLC Units, including Bounty Minerals, will be allocated their proportionate share of any taxable income or loss of Bounty LLC and will generally incur U.S. federal, state and local income taxes on their proportionate share of any taxable income of Bounty LLC. The Bounty LLC Agreement will provide, to the extent cash is available, for distributions pro rata to the holders of Bounty LLC Units in an amount generally intended to allow such holders to satisfy their respective income tax liabilities with respect to their allocable share of the income of Bounty LLC, based on certain assumptions and conventions, provided that the distribution will be sufficient to allow Bounty Minerals to satisfy its actual tax liabilities.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Historical Transactions with Affiliates

During the nine months ended September 30, 2022 and 2021, Bounty LLC purchased $0 and $283,678, respectively, of mineral interests including title costs, of which $0 and $25,346, respectively, was paid through The Caffey Group (“Caffey”), a holder of Bounty LLC Units that acted as an agent in the purchase of these interests. Expensed brokerage fees paid to Caffey were $798 and $82,833 for the nine months ended September 30, 2022 and 2021, respectively, for maintenance on existing leases. During 2021 and 2020, Bounty LLC purchased $316,200 and $889,318, respectively, of mineral interests including title costs, of which $25,517 and $3,054, respectively, was paid through Caffey. Expensed brokerage fees paid to Caffey were $84,087 and $212,528 in the years ended December 31, 2021 and 2020, respectively, for maintenance on existing leases. There were no capitalized brokerage fees paid to Caffey during these periods. Certain Caffey employees hold Bounty LLC Units through Union Appalachian Minerals, LLC and additional Bounty LLC Units through Liberty Appalachian Minerals, LLC.

Bounty LLC Agreement

The Bounty LLC Agreement is filed as an exhibit to the registration statement of which this prospectus forms a part, and the following description of the Bounty LLC Agreement is qualified in its entirety by reference thereto.

In accordance with the terms of the Bounty LLC Agreement, pursuant to the Redemption Right, the Existing Owners will generally have the right to require Bounty LLC to redeem their Bounty LLC Units for, at Bounty LLC’s election, (i) shares of our Class A common stock at a redemption ratio of one share of Class A common stock for each Bounty LLC Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassifications and other similar transactions or (ii) an equivalent amount of cash. Alternatively, upon the exercise of the Redemption Right, we (instead of Bounty LLC) will have the right under its Call Right to, for administrative convenience, acquire the tendered Bounty LLC Units directly from the tending Existing Owners by paying, at our option, either (i) the number of shares of Class A common stock such Existing Owner would have received in the proposed redemption or (ii) an equivalent amount of cash. Our decision to cause Bounty LLC to make a cash payment or to affect a direct exchange upon an Existing Owners redemption election will be made by our independent directors (within the meaning of the NYSE listing rules and Section 10A-3 of the Securities Act). Following a period that is 180 days after the date of this prospectus, the Existing Owners will be permitted to cause a redemption of their Bounty LLC Units for shares of our Class A common stock on a quarterly basis and on such other dates determined by Bounty LLC. As the Existing Owners cause their Bounty LLC Units to be redeemed, our membership interest in Bounty LLC will be correspondingly increased, the number of shares of Class A common stock outstanding will be increased, and the number of shares of Class B common stock outstanding will be reduced.

Under the Bounty LLC Agreement, subject to the obligation of Bounty LLC to make tax distributions and to reimburse Bounty Minerals for its corporate and other overhead expenses, Bounty Minerals will have the right to determine when distributions will be made to the holders of Bounty LLC Units and the amount of any such distributions. Following this offering, if Bounty Minerals authorizes a distribution, such distribution will be made to the holders of Bounty LLC Units on a pro rata basis in accordance with their respective percentage ownership of Bounty LLC Units.

The holders of Bounty LLC Units, including Bounty Minerals, will be allocated their proportionate share of any taxable income or loss of Bounty LLC and will generally incur U.S. federal, state and local income taxes on their proportionate share of any net taxable income of

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Bounty LLC. Net profits and net losses of Bounty LLC generally will be allocated to holders of Bounty LLC Units on a pro rata basis in accordance with their respective percentage ownership of Bounty LLC Units, except that certain non-pro rata adjustments will be required to be made to reflect built-in gains and losses and tax depletion, depreciation and amortization with respect to such built-in gains and losses. The Bounty LLC Agreement will provide, to the extent cash is available, for pro rata distributions to the holders of Bounty LLC Units in an amount generally intended to allow such holders to satisfy their respective income tax liabilities with respect to their allocable share of the income of Bounty LLC, based on certain assumptions and conventions, provided that the distribution will be sufficient to allow Bounty Minerals to satisfy its actual tax liabilities.

The Bounty LLC Agreement will provide that, except as otherwise determined by us or in connection with the exercise of Bounty Minerals’ Call Right, at any time Bounty Minerals issues a share of its Class A common stock or any other equity security, the net proceeds received by Bounty Minerals with respect to such issuance, if any, shall be concurrently invested in Bounty LLC, and Bounty LLC shall issue to Bounty Minerals one Bounty LLC Unit or other economically equivalent equity interest. Conversely, if at any time any shares of Bounty Minerals’ Class A common stock are redeemed, repurchased or otherwise acquired, Bounty LLC shall redeem, repurchase or otherwise acquire an equal number of Bounty LLC Units held by Bounty Minerals, upon the same terms and for the same price, as the shares of our Class A common stock are redeemed, repurchased or otherwise acquired.

Under the Bounty LLC Agreement, the members have agreed that the Existing Owners and/or one or more of their affiliates will be permitted to engage in business activities or invest in or acquire businesses that may compete with our business or do business with any client of ours.

Bounty LLC will be dissolved only upon the first to occur of (i) the sale of substantially all of its assets or (ii) an election by us to dissolve the company. Upon dissolution, Bounty LLC will be liquidated and the proceeds from any liquidation will be applied and distributed in the following manner: (i) first, to creditors (including to the extent permitted by law, creditors who are members) in satisfaction of the liabilities of Bounty LLC, (ii) second, to establish cash reserves for contingent or unforeseen liabilities and (iii) third, to the members in proportion to the number of Bounty LLC Units owned by each of them.

Registration Rights Agreement

In connection with the closing of this offering, we will enter into a registration rights agreement with the Existing Owners (the “Initial Holders”). The agreement will contain provisions by which we agree to register the sale of up to                  shares of our Class A common stock that the Existing Owners or certain of their affiliates may receive in exchange for their Bounty LLC Units (and a corresponding number of shares of Class B common stock).

Subject to certain exceptions, if at any time we propose to register an offering of Class A common stock or conduct an underwritten offering, whether or not for our own account, then we must notify the Initial Holders (or their permitted transferees) of such proposal at least ten business days before the filing date in the case of an underwritten offering, to allow them to include a specified number of their shares in that registration statement or underwritten offering, as applicable.

These registration rights are subject to certain conditions and limitations, including the right of the underwriters to limit the number of shares to be included in a registration and our right to delay or withdraw a registration statement under certain circumstances. We will generally pay all

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registration expenses in connection with our obligations under the registration rights agreement, regardless of whether a registration statement is filed or becomes effective. Any sales in the public market of our Class A common stock registrable pursuant to the registration rights agreement could adversely affect prevailing market prices of our Class A common stock. See “Risk Factors—Risks Related to this Offering and Our Class A Common Stock—Future sales of shares of our Class A common stock in the public market, or the perception that such sales may occur, could reduce our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us.”

Procedures for Approval of Related Party Transactions

Prior to the closing of this offering, our board of directors will adopt a policy for approval of Related Party Transactions, and we expect that our audit committee will review all material facts of a Related Party Transaction. A “Related Party Transaction” is a transaction, arrangement or relationship in which we or any of our subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000, and in which any Related Person had, has or will have a direct or indirect material interest. A “Related Person” means:

• any person who is, or at any time during the applicable period was, one of our executive officers or one of our directors;

• any person who is known by us to be the beneficial owner of more than 5% of our outstanding shares of Class A common stock;

• any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, executive officer or a beneficial owner of more than 5% of our outstanding shares of Class A common stock, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than 5% of our outstanding shares of Class A common stock; and

• any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest.

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DESCRIPTION OF CAPITAL STOCK

Upon completion of this offering, the authorized capital stock of Bounty Minerals will consist of      shares of Class A common stock, $0.01 par value per share, of which      shares will be issued and outstanding,      shares of Class B common stock, $0.01 par value per share, of which                  shares will be issued and outstanding, and                  shares of preferred stock, $0.01 par value per share, of which no shares will be issued and outstanding.

The following summary of the capital stock and amended and restated certificate of incorporation and amended and restated bylaws of Bounty Minerals does not purport to be complete and is qualified in its entirety by reference to the provisions of our amended and restated certificate of incorporation and amended and restated bylaws, which are filed as exhibits to the registration statement of which this prospectus is a part.

Class A Common Stock

Voting Rights. Except as provided by law or in a preferred stock designation, holders of our Class A common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders and do not have cumulative voting rights. Except as otherwise required by law, holders of Class A common stock are not entitled to vote on any amendment to the amended and restated certificate of incorporation (including any certificate of designations relating to any series of preferred stock) that relates solely to the terms of any outstanding series of preferred stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to our amended and restated certificate of incorporation (including any certificate of designations relating to any series of preferred stock) or pursuant to the DGCL.

Dividend Rights. Subject to prior rights and preferences that may be applicable to any outstanding shares or series of preferred stock, holders of Class A common stock are entitled to receive ratably in proportion to the shares of Class A common stock held by them such dividends (payable in cash, stock or otherwise), if any, as may be declared from time to time by our board of directors out of funds legally available for dividend payments.

Liquidation Rights. Upon our liquidation, dissolution, distribution of assets or other winding up, the holders of Class A common stock are entitled to receive ratably the assets available for distribution to the stockholders after payment of liabilities and the liquidation preference of any of our outstanding shares of preferred stock.

Other Matters. The shares of Class A common stock have no preemptive or conversion rights and are not subject to further calls or assessment by us. There are no redemption or sinking fund provisions applicable to our Class A common stock. In connection with this offering, our legal counsel will opine that, subject to the qualifications and limitations stated in such opinion, the shares of our Class A common stock to be issued pursuant to this offering will be fully paid and non-assessable. A copy of such opinion of our legal counsel, including a discussion of the qualifications and limitations thereto, is included as Exhibit 5.1 to the registration statement of which this prospectus forms a part.

Class B Common Stock

Generally. In connection with the reorganization and this offering, each Existing Owner will receive one share of Class B common stock for each Bounty LLC Unit that it holds. Shares of Class B common stock will not be transferrable except in connection with a permitted transfer of a

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corresponding number of Bounty LLC Units. Accordingly, each Existing Owner will have a number of votes in Bounty Minerals equal to the aggregate number of Bounty LLC Units that it holds.

Voting Rights. Holders of shares of our Class B common stock are entitled to one vote per share held of record on all matters to be voted upon by the stockholders. Holders of shares of our Class A common stock and Class B common stock vote together as a single class on all matters presented to our stockholders for their vote or approval, except with respect to the amendment of certain provisions of our amended and restated certificate of incorporation that would alter or change the powers, preferences or special rights of the Class B common stock so as to affect them adversely, which amendments must be approved by a majority of the votes entitled to be cast by the holders of the shares affected by the amendment, voting as a separate class, or as otherwise required by applicable law.

Dividend Rights. Holders of our Class B common stock do not have any right to receive dividends, unless the dividend consists of (i) shares of our Class B common stock or of rights, options, warrants or other securities convertible or exercisable into or redeemable for shares of Class B common stock paid proportionally with respect to each outstanding share of our Class B common stock or (ii) shares of Class A common stock or of rights, options, warrants or other securities convertible or exercisable into or redeemable for shares of Class A common stock on the same terms as simultaneously paid to the holders of Class A common stock.

Liquidation Rights. Other than a return in par value equal to the aggregate par value in number of Class B common stock held, holders of our Class B common stock do not have any right to receive a distribution upon a liquidation or winding up of Bounty Minerals.

Lock-Up Provisions

Our amended and restated certificate of incorporation will provide that, subject to customary exceptions, all of the shares of Common Stock held by the Existing Owners may not be sold, pledged, transferred or otherwise disposed of for 180 days following the consummation of this offering, without the prior written consent of the representative. Following the expiration of such lock-up restrictions, the Existing Owners, subject to compliance with the Securities Act or exceptions therefrom, will be able to freely trade their Class A Common Stock, including any shares issued upon exchange of Bounty LLC Units.

Preferred Stock

Our amended and restated certificate of incorporation will authorize our board of directors, subject to any limitations prescribed by law, without further stockholder approval, to establish and to issue from time to time one or more classes or series of preferred stock, par value $0.01 per share, covering up to an aggregate of                  shares of preferred stock. Each class or series of preferred stock will have the powers, preferences, rights, qualifications, limitations and restrictions determined by the board of directors, which may include, among others, dividend rights, liquidation preferences, voting rights, conversion rights, preemptive rights and redemption rights. Except as provided by law or in a preferred stock designation, the holders of preferred stock will not be entitled to vote at or receive notice of any meeting of stockholders.

Anti-Takeover Effects of Provisions of Delaware Law and Our Amended and Restated Certificate of Incorporation and Our Amended and Restated Bylaws

Some provisions of Delaware law, our amended and restated certificate of incorporation and our amended and restated bylaws could make the following transactions more difficult: acquisitions of

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us by means of a tender offer, a proxy contest or otherwise or removal of our incumbent officers and directors. These provisions may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interest or in our best interests, including transactions that might result in a premium over the market price for our shares. Therefore, these provisions could adversely affect the price of our Class A common stock.

These provisions, summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with us. We believe that the benefits of increased protection and our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because, among other things, negotiation of these proposals could result in an improvement of their terms.

Delaware Law

We have opted out of Section 203 of the DGCL. This statute prevents certain Delaware corporations, under certain circumstances, from engaging in a “business combination” with:

• a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”);

• an affiliate of an interested stockholder; or

• an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.

A “business combination” includes a merger or sale of more than 10% of our assets. However, the above provisions of Section 203 do not apply if:

• our board of directors approves the transaction that made the stockholder an “interested stockholder,” prior to the date of the transaction;

• after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or

• on or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.

We have opted out of the provisions of Section 203 of the DGCL because we believe this statute could prohibit or delay mergers or other change in control attempts, and thus may discourage attempts to acquire us.

Our Amended and Restated Certificate of Incorporation and Our Amended and Restated Bylaws

Among other things, upon the completion of this offering, our amended and restated certificate of incorporation and amended and restated bylaws will:

• establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our stockholders. These procedures provide that notice of stockholder

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proposals must be timely given in writing to our corporate secretary prior to the meeting at which the action is to be taken. Generally, to be timely, notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year. Our amended and restated bylaws specify the requirements as to form and content of all stockholders’ notices. These requirements may preclude stockholders from bringing matters before the stockholders at an annual or special meeting;

• provide our board of directors the ability to authorize undesignated preferred stock. This ability makes it possible for our board of directors to issue, without stockholder approval, preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of us. These and other provisions may have the effect of deferring hostile takeovers or delaying changes in control or management of our company;

• provide that the authorized number of directors constituting our board of directors may be changed only by resolution of the board of directors;

• provide that all vacancies, including newly created directorships, may, except as otherwise required by law, or, if applicable, the rights of holders of a series of our preferred stock, be filled by the affirmative vote of a majority of our directors then in office, even if less than a quorum;

• provide that our amended and restated bylaws can be amended by the board of directors;

• provide that any action required or permitted to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing in lieu of a meeting of such stockholders, subject to the rights of the holders of any series of our preferred stock with respect to such series;

• provide for our board of directors to be divided into three classes of directors, with each class as nearly equal in number as possible, serving staggered three-year terms, other than directors that may be elected by holders of our preferred stock, if any. This system of electing and removing directors may tend to discourage a third party from making a tender offer or otherwise attempting to obtain control of us because it generally makes it more difficult for stockholders to replace a majority of the directors;

• provide that special meetings of our stockholders may only be called by our board of directors pursuant to a resolution adopted by the affirmative vote of a majority of the members of the board of directors serving at the time of such vote; and

• prohibit cumulative voting on all matters.

Corporate Opportunity

Under our amended and restated certificate of incorporation, to the extent permitted by law:

• our Existing Owners and their affiliates have the right to, and have no duty to abstain from, exercising such right to, conduct business with any business that is competitive or in the same line of business as us, do business with any of our clients or customers, or invest or own any interest publicly or privately in, or develop a business relationship with, any business that is competitive or in the same line of business as us;

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• if our Existing Owners or their affiliates acquire knowledge of a potential transaction that could be a corporate opportunity, they have no duty to offer such corporate opportunity to us; and

• we have renounced any interest or expectancy in, or in being offered an opportunity to participate in, such corporate opportunities.

Forum Selection

Our amended and restated certificate of incorporation will provide that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for:

• any derivative action or proceeding brought on our behalf;

• any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders;

• any action asserting a claim against us or any director or officer or other employee of ours arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation or our amended and restated bylaws; or

• any action asserting a claim against us or any director or officer or other employee of ours that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. In the event the Delaware Court of Chancery lacks subject matter jurisdiction, then the sole and exclusive forum for such action or proceeding shall be the federal district court for the District of Delaware.

Our amended and restated certificate of incorporation will also provide that any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of, and to have consented to, this forum selection provision. Although we believe these provisions will benefit us by providing increased consistency in the application of Delaware law for the specified types of actions and proceedings, the provisions may have the effect of discouraging lawsuits against our directors, officers, employees and agents. This provision would not apply to claims brought to enforce a duty or liability created by the Securities Act, Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. To the extent that any such claims may be based upon federal law claims, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. In addition, the enforceability of similar exclusive forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with one or more actions or proceedings described above, a court could rule that this provision in our amended and restated certificate of incorporation is inapplicable or unenforceable.

Limitation of Liability and Indemnification Matters

As permitted by Section 145 of the DGCL, our amended and restated bylaws that will be in effect upon completion of this offering provide that:

• we shall indemnify our directors and executive officers to the fullest extent permitted by the DGCL, subject to limited exceptions, and that we may indemnify other officers, employees or other agents;

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• we shall advance expenses to our directors and executive officers in connection with a legal proceeding to the fullest extent permitted by the DGCL, subject to limited exceptions; and

• the rights provided in our bylaws are not exclusive.

Any amendment to, or repeal of, these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission or claim that occurred or arose prior to that amendment or repeal. If the DGCL is amended to provide for further limitations on the personal liability of directors or officers of corporations, then the personal liability of our directors and officers will be further limited to the fullest extent permitted by the DGCL.

Registration Rights

For a description of registration rights with respect to our Class A common stock, see the information under the heading “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”

Transfer Agent and Registrar

The transfer agent and registrar for our Class A common stock is American Stock Transfer & Trust Company, LLC.

Listing

We have applied to list our Class A common stock on the NYSE under the symbol “BNTY.”

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for shares of our Class A common stock. Future sales of shares of our Class A common stock in the public market, or the availability of such shares for sale in the public market, could adversely affect the market price of our Class A common stock prevailing from time to time. As described below, only a limited number of shares will be available for sale shortly after this offering due to contractual and legal restrictions on resale. Nevertheless, sales of a substantial number of shares of our Class A common stock in the public market after such restrictions lapse, or the perception that those sales may occur, could adversely affect the prevailing market price of our Class A common stock at such time and our ability to raise equity-related capital at a time and price we deem appropriate.

Sales of Restricted Shares

Upon the closing of this offering, we will have outstanding an aggregate of                  shares of Class A common stock. Of these shares, all of the                  shares of Class A common stock (or                  shares of Class A common stock if the underwriters’ option to purchase additional shares is exercised) to be sold in this offering will be freely tradable without restriction or further registration under the Securities Act, unless the shares are held by any of our “affiliates” as such term is defined in Rule 144 under the Securities Act. All remaining shares of Class A common stock held by existing stockholders will be deemed “restricted securities” as such term is defined under Rule 144. The restricted securities were issued and sold by us in private transactions and are eligible for public sale only if registered under the Securities Act or if they qualify for an exemption from registration under Rule 144 or Rule 701 under the Securities Act, which rules are summarized below.

In addition, subject to certain limitations and exceptions, pursuant to the terms of the Bounty LLC Agreement, the Existing Owners will each have the right to cause a redemption of their Bounty LLC Units for Class A common stock at a redemption ratio of one share of Class A common stock for each Bounty LLC Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassifications, or, at Bounty LLC’s election, an equivalent amount of cash. The shares of Class A common stock we issue upon such redemptions would be “restricted securities” as defined in Rule 144 described below. However, upon the closing of this offering, we intend to enter into a registration rights agreement with the Existing Owners that will require us to register under the Securities Act these shares of Class A common stock. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”

As a result of the lock-up restrictions described below and the provisions of Rule 144 and Rule 701 under the Securities Act, the shares of our Class A common stock (excluding the shares to be sold in this offering) that will be available for sale in the public market are as follows:

• no shares will be eligible for sale on the date of this prospectus or prior to 180 days after the date of this prospectus; and

• shares will be eligible for sale upon the expiration of the lock-up restrictions, beginning 180 days after the date of this prospectus when permitted under Rule 144 or Rule 701.

Lock-Up Restrictions

Subject to customary exceptions, we and all of our directors and our executive officers have entered into lock-up agreements pursuant to which we and they have agreed with the underwriters, for a period of 180 days after the date of this prospectus, not to directly or indirectly offer, sell, contract to sell or otherwise dispose of or transfer any shares of Class A common stock or any securities, convertible into or exchangeable for shares of Class A common stock, without the prior written consent of the representative. These agreements also preclude any hedging collar or other transaction designed or reasonably expected to result in a disposition of shares of Class A common stock or securities

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convertible into or exercisable or exchangeable for shares of Class A common stock. The representative may, in its sole discretion and at any time without notice, release all or any portion of the securities subject to these agreements. The representative does not have any present intent or any understanding to release all or any portion of the securities subject to these agreements. Additionally, our amended and restated certificate of incorporation will provide that, subject to customary exceptions, all of the shares of Common Stock held by the Existing Owners may not be sold, pledged, transferred or otherwise disposed of for 180 days following the consummation of this offering, without the prior written consent of the representative.

Rule 144

In general, under Rule 144 under the Securities Act as currently in effect, a person (or persons whose shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months (including any period of consecutive ownership of preceding non-affiliated holders) would be entitled to sell those shares, subject only to the availability of current public information about us. A non-affiliated person (who has been unaffiliated for at least the past three months) who has beneficially owned restricted securities within the meaning of Rule 144 for at least one year would be entitled to sell those shares without regard to the provisions of Rule 144.

A person (or persons whose shares are aggregated) who is deemed to be an affiliate of ours and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months would be entitled to sell within any three-month period a number of shares that does not exceed the greater of one percent of the then outstanding shares of our Class A common stock or the average weekly trading volume of shares of our Class A common stock reported through the NYSE during the four calendar weeks preceding the filing of notice of the sale. Such sales are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about us.

Rule 701

In general, under Rule 701 under the Securities Act, any of our employees, directors, officers, consultants or advisors who purchase or otherwise receive shares from us in connection with a compensatory stock or option plan or other written agreement before the effective date of this offering are entitled to sell such shares 90 days after the effective date of this offering in reliance on Rule 144, without having to comply with the holding period requirement of Rule 144 and, in the case of non-affiliates, without having to comply with the public information, volume limitation or notice filing provisions of Rule 144. The SEC has indicated that Rule 701 will apply to typical stock options granted by an issuer before it becomes subject to the reporting requirements of the Exchange Act, along with the shares acquired upon exercise of such options, including exercises after the date of this prospectus.

Stock Issued Under Employee Plans

We intend to file a registration statement on Form S-8 under the Securities Act to register shares issuable under our long-term incentive plan. This registration statement on Form S-8 is expected to be filed following the effective date of the registration statement of which this prospectus is a part and will be effective upon filing. Accordingly, shares registered under such registration statement may be made available for sale in the open market following the effective date, unless such shares are subject to vesting restrictions with us, Rule 144 restrictions applicable to our affiliates or the lock-up restrictions described above.

Registration Rights

For a description of registration rights with respect to our Class A common stock, see the information under the heading “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”

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CERTAIN ERISA CONSIDERATIONS

The following is a summary of certain considerations associated with the acquisition and holding of shares of common stock by employee benefit plans that are subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the Code or employee benefit plans that are governmental plans (as defined in Section 3(32) of ERISA), certain church plans (as defined in Section 3(33) of ERISA), non-U.S. plans (as described in Section 4(b)(4) of ERISA) or other plans that are not subject to the foregoing but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws”), and entities whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement (each, a “Plan”).

This summary is based on the provisions of ERISA and the Code (and related regulations and administrative and judicial interpretations) as of the date of this registration statement. This summary does not purport to be complete, and no assurance can be given that future legislation, court decisions, regulations, rulings or pronouncements will not significantly modify the requirements summarized below. Any of these changes may be retroactive and may thereby apply to transactions entered into prior to the date of their enactment or release. This discussion is general in nature and is not intended to be all inclusive, nor should it be construed as investment or legal advice.

General Fiduciary Matters

ERISA and the Code impose certain duties on persons who are fiduciaries of a Plan subject to Title I of ERISA and/or Section 4975 of the Code (an “ERISA Plan”) and prohibit certain transactions involving the assets of an ERISA Plan and its fiduciaries or other interested parties. Under ERISA and the Code, any person who exercises any discretionary authority or control over the administration of an ERISA Plan or the management or disposition of the assets of an ERISA Plan, or who renders investment advice for a fee or other compensation, direct or indirect, to an ERISA Plan, is generally considered to be a fiduciary of the ERISA Plan.

In considering an investment in shares of common stock with a portion of the assets of any Plan, a fiduciary should consider the ERISA Plan’s particular circumstances and all of the facts and circumstances of the investment and determine whether the acquisition and holding of shares of common stock is in accordance with the documents and instruments governing the ERISA Plan and the applicable provisions of ERISA, the Code, or any Similar Laws relating to the fiduciary’s duties to the ERISA Plan, including, without limitation:

• whether the investment is prudent under Section 404(a)(1)(B) of ERISA and any other applicable Similar Laws;

• whether, in making the investment, the ERISA Plan will satisfy the diversification requirements of Section 404(a)(1)(C) of ERISA and any other applicable Similar Laws;

• whether the investment is permitted under the terms of the applicable documents governing the ERISA Plan;

• whether the acquisition or holding of the shares of common stock will constitute a “prohibited transaction” under Section 406 of ERISA or Section 4975 of the Code (please see discussion under “—Prohibited Transaction Issues” below); and

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• whether the ERISA Plan will be considered to hold, as plan assets, (i) only shares of common stock or (ii) an undivided interest in our underlying assets (please see the discussion under “—Plan Asset Issues” below).

Prohibited Transaction Issues

Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans from engaging in specified transactions involving plan assets with persons or entities who are “parties in interest,” within the meaning of ERISA, or “disqualified persons,” within the meaning of Section 4975 of the Code, unless an exemption is available. A party in interest or disqualified person who engages in a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code. In addition, the fiduciary of the ERISA Plan that engages in such a non-exempt prohibited transaction may be subject to excise taxes, penalties and liabilities under ERISA and the Code. The acquisition and/or holding of shares of common stock by an ERISA Plan with respect to which the issuer, the initial purchaser or a guarantor is considered a party in interest or a disqualified person may constitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the investment is acquired and is held in accordance with an applicable statutory, class or individual prohibited transaction exemption.

Because of the foregoing, shares of common stock should not be acquired or held by any person investing “plan assets” of any Plan unless such acquisition and holding will not constitute a non-exempt prohibited transaction under ERISA and the Code or a similar violation of any applicable Similar Laws.

Plan Asset Issues

Additionally, a fiduciary of a Plan should consider whether the ERISA Plan will, by investing in us, be deemed to own an undivided interest in our assets, with the result that we would become a fiduciary of the ERISA Plan and our operations would be subject to the regulatory restrictions of ERISA, including its prohibited transaction rules, as well as the prohibited transaction rules of the Code or any other applicable Similar Laws.

The Department of Labor (the “DOL”) regulations issued at 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA, provide guidance with respect to whether the assets of an entity in which ERISA Plans acquire equity interests would be deemed “plan assets” under some circumstances. Under these regulations, an entity’s assets generally would not be considered to be “plan assets” if, among other things:

(a) the equity interests acquired by ERISA Plans are “publicly-offered securities” (as defined in the DOL regulations)—i.e., the equity interests are part of a class of securities that is widely held by 100 or more investors independent of the issuer and each other, are freely transferable, and are either registered under certain provisions of the federal securities laws or sold to the ERISA Plan as part of a public offering under certain conditions;

(b) the entity is an “operating company”—i.e., it is primarily engaged in the production or sale of a product or service, other than the investment of capital, either directly or through a majority-owned subsidiary or subsidiaries or it is a “venture capital operating company” or “real estate operating company” (each as defined in the DOL regulations); or

(c) there is no significant investment by “benefit plan investors” (as defined in the DOL regulations)—i.e., immediately after the most recent acquisition by an ERISA Plan of any

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equity interest in the entity, less than 25% of the total value of each class of equity interest (disregarding certain interests held by persons (other than benefit plan investors) with discretionary authority or control over the assets of the entity or who provide investment advice for a fee (direct or indirect) with respect to such assets, and any affiliates thereof) is held by ERISA Plans, Individual Retirement Accounts and certain other Plans (but not including governmental plans, foreign plans and certain church plans), and entities whose underlying assets are deemed to include plan assets by reason of a Plan’s investment in the entity.

Due to the complexity of these rules and the excise taxes, penalties and liabilities that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries, or other persons considering acquiring and/or holding shares of our common stock on behalf of, or with the assets of, any Plan, consult with their counsel regarding the potential applicability of ERISA, Section 4975 of the Code and any Similar Laws to such investment and whether an exemption would be applicable to the acquisition and holding of shares of common stock. Purchasers of shares of common stock have the exclusive responsibility for ensuring that their acquisition and holding of shares of common stock complies with the fiduciary responsibility rules of ERISA and does not violate the prohibited transaction rules of ERISA, the Code or applicable Similar Laws. Each person that acquires or holds shares of common stock is deemed to represent and warrant that either (i) it is not acquiring and will not hold such shares of common stock with “plan assets” of any ERISA Plan or (ii) its acquisition and holding of such shares of common stock will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or a violation of any applicable Similar Laws.

The sale of shares of common stock to a Plan is in no respect a representation by us or any of our affiliates or representatives that such an investment meets all relevant legal requirements with respect to investments by any such Plan or that such investment is appropriate for any such Plan.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS

The following is a summary of the material U.S. federal income tax considerations related to the purchase, ownership and disposition of our Class A common stock by a non-U.S. holder (as defined below) that acquired such Class A common stock pursuant to this offering and holds our Class A common stock as a “capital asset” within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”) (generally property held for investment). This summary is based on the provisions of the Code, U.S. Treasury regulations, administrative rulings and pronouncements and judicial decisions, all as in effect on the date hereof, and all of which are subject to change and differing interpretations, possibly with retroactive effect. A change in law may alter the tax considerations that we describe in this summary. We have not sought and do not intend to seek any ruling from the Internal Revenue Service (“IRS”) with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS or a court will agree with such statements and conclusions.

This summary does not address all aspects of U.S. federal income taxation that may be relevant to non-U.S. holders in light of their personal circumstances. In addition, this summary does not address the Medicare tax on certain investment income, U.S. federal estate or gift tax laws, any state, local or non-U.S. tax laws or any tax treaties. This summary also does not address tax considerations applicable to investors that may be subject to special treatment under the U.S. federal income tax laws, such as:

• banks, insurance companies or other financial institutions;

• tax-exempt or governmental organizations;

• qualified foreign pension funds (or any entities all of the interests of which are held by a qualified foreign pension fund);

• dealers in securities or foreign currencies;

• persons whose functional currency is not the U.S. dollar;

• “controlled foreign corporations,” “passive foreign investment companies” and corporations that accumulate earnings to avoid U.S. federal income tax;

• traders in securities that use the mark-to-market method of accounting for U.S. federal income tax purposes;

• persons subject to the alternative minimum tax;

• entities or other arrangements treated as a partnership or pass-through entity for U.S. federal income tax purposes or holders of interests therein;

• persons deemed to sell our Class A common stock under the constructive sale provisions of the Code;

• persons that acquired our Class A common stock through the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan;

• certain former citizens or long-term residents of the United States; and

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• persons that hold our Class A common stock as part of a straddle, appreciated financial position, synthetic security, hedge, conversion transaction or other integrated investment or risk reduction transaction.

PROSPECTIVE INVESTORS ARE ENCOURAGED TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS (INCLUDING ANY POTENTIAL CHANGES THERETO) TO THEIR PARTICULAR SITUATION, AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR CLASS A COMMON STOCK ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL, NON-U.S. OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Non-U.S. Holder Defined

For purposes of this discussion, a “non-U.S. holder” is a beneficial owner of our Class A common stock that is not for U.S. federal income tax purposes a partnership (or a partner therein) or any of the following:

• an individual who is a citizen or resident of the United States;

• a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

• an estate the income of which is subject to U.S. federal income tax regardless of its source; or

• a trust (i) the administration of which is subject to the primary supervision of a U.S. court and which has one or more United States persons (within the meaning of Section 7701(a)(30) of the Code, a “United States person”) who have the authority to control all substantial decisions of the trust or (ii) which has made a valid election under applicable U.S. Treasury regulations to be treated as a United States person.

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our Class A common stock, the tax treatment of a partner in the partnership generally will depend upon the status of the partner, upon the activities of the partnership and upon certain determinations made at the partner level. Accordingly, we urge partners in partnerships (including entities or arrangements treated as partnerships for U.S. federal income tax purposes) considering the purchase of our Class A common stock to consult their tax advisors regarding the U.S. federal income tax considerations of the purchase, ownership and disposition of our Class A common stock by such partnership.

Distributions

As described in the section entitled “Dividend Policy,” depending on factors deemed relevant by our board of directors, following completion of this offering, our board of directors may elect to declare dividends on our Class A common stock. If we do make distributions of cash or other property (other than certain stock distributions) on our Class A common stock, those distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent those distributions exceed our current and accumulated earnings and profits, the distributions will instead be treated as a non-taxable return of capital to the extent of the non-U.S. holder’s tax basis in our Class A common stock (and will reduce such tax basis, until such basis equals zero) and thereafter as capital gain from the sale or exchange of such Class A common stock. See “—Gain on Disposition of Class A Common Stock.”

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Subject to the withholding requirements under FATCA (as defined below) and with respect to effectively connected dividends, each of which is discussed below, any distribution made to a non-U.S. holder on our Class A common stock generally will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the distribution unless an applicable income tax treaty provides for a lower rate. To receive the benefit of a reduced treaty rate, a non-U.S. holder must timely provide the applicable withholding agent with a properly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable or successor form) certifying qualification for the reduced rate. A non-U.S. holder that does not timely furnish the required documentation, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. holders are urged to consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

Dividends paid to a non-U.S. holder that are effectively connected with a trade or business conducted by the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, are treated as attributable to a permanent establishment maintained by the non-U.S. holder in the United States) generally will be taxed on a net income basis at the rates and in the manner generally applicable to United States persons. Such effectively connected dividends will not be subject to U.S. federal withholding tax (including backup withholding discussed below) if the non-U.S. holder satisfies certain certification requirements by providing the applicable withholding agent with a properly executed IRS Form W-8ECI certifying eligibility for exemption. If the non-U.S. holder is a corporation for U.S. federal income tax purposes, it may also be subject to a branch profits tax (at a 30% rate or such lower rate as specified by an applicable income tax treaty) on its effectively connected earnings and profits (as adjusted for certain items), which will include effectively connected dividends.

Gain on Disposition of Class A Common Stock

Subject to the discussions below under “—Backup Withholding and Information Reporting” and “—Additional Withholding Requirements under FATCA,” a non-U.S. holder generally will not be subject to U.S. federal income or withholding tax on any gain realized upon the sale or other disposition of our Class A common stock unless:

• the non-U.S. holder is an individual who is present in the United States for a period or periods aggregating 183 days or more during the calendar year in which the sale or disposition occurs and certain other conditions are met;

• the gain is effectively connected with a trade or business conducted by the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment maintained by the non-U.S. holder in the United States); or

• our Class A common stock constitutes a United States real property interest by reason of our status as a United States real property holding corporation (“USRPHC”) for U.S. federal income tax purposes and as a result such gain is treated as effectively connected with a trade or business conducted by the non-U.S. holder in the United States.

A non-U.S. holder described in the first bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate as specified by an applicable income tax treaty) on the amount of such gain, which generally may be offset by U.S. source capital losses.

A non-U.S. holder whose gain is described in the second bullet point above or, subject to the exceptions described in the next paragraph, the third bullet point above, generally will be taxed on a net income basis at the rates and in the manner generally applicable to United States persons

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unless an applicable income tax treaty provides otherwise. If the non-U.S. holder is a corporation for U.S. federal income tax purposes whose gain is described in the second bullet point above, then such gain would also be included in its effectively connected earnings and profits (as adjusted for certain items), which may be subject to a branch profits tax (at a 30% rate or such lower rate as specified by an applicable income tax treaty).

With regard to the third bullet point above, generally, a corporation is a USRPHC if the fair market value of its United States real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business. We believe that we currently are, and expect to remain for the foreseeable future, a USRPHC for U.S. federal income tax purposes. However, as long as our Class A common stock is and continues to be “regularly traded on an established securities market” (within the meaning of the U.S. Treasury regulations), only a non-U.S. holder that actually or constructively owns, or owned at any time during the shorter of the five-year period ending on the date of the disposition or the non-U.S. holder’s holding period for the Class A common stock, more than 5% of our Class A common stock will be treated as disposing of a U.S. real property interest and will be taxable on gain realized on the disposition of our Class A common stock as a result of our status as a USRPHC. If our Class A common stock were not considered to be regularly traded on an established securities market, such non-U.S. holder (regardless of the percentage of stock owned) would be treated as disposing of a U.S. real property interest and would be subject to U.S. federal income tax on a taxable disposition of our Class A common stock (as described in the preceding paragraph), and a 15% withholding tax would apply to the gross proceeds from such disposition (and to any distributions treated as a non-taxable return of capital or capital gain from the sale or exchange of such common stock as described above under “—Distributions”).

NON-U.S. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE FOREGOING RULES TO THEIR OWNERSHIP AND DISPOSITION OF OUR CLASS A COMMON STOCK.

Backup Withholding and Information Reporting

Any dividends paid to a non-U.S. holder must be reported annually to the IRS and to the non-U.S. holder. Copies of these information returns may be made available to the tax authorities in the country in which the non-U.S. holder resides or is established. Payments of dividends to a non-U.S. holder generally will not be subject to backup withholding if the non-U.S. holder establishes an exemption by properly certifying its non-U.S. status on an IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable or successor form).

Payments of the proceeds from a sale or other disposition by a non-U.S. holder of our Class A common stock effected by or through a U.S. office of a broker generally will be subject to information reporting and backup withholding (at the applicable rate, which is currently 24%) unless the non-U.S. holder establishes an exemption by properly certifying its non-U.S. status on an IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable or successor form) and certain other conditions are met. Information reporting and backup withholding generally will not apply to any payment of the proceeds from a sale or other disposition of our Class A common stock effected outside the United States by a non-U.S. office of a broker. However, unless such broker has documentary evidence in its records that the non-U.S. holder is not a United States person and certain other conditions are met, or the non-U.S. holder otherwise establishes an exemption, information reporting will apply to a payment of the proceeds of the disposition of our Class A common stock effected outside the United States by such a broker if it has certain relationships within the United States.

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Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability (if any) of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained, provided that the required information is timely furnished to the IRS.

Additional Withholding Requirements under FATCA

Sections 1471 through 1474 of the Code, and the U.S. Treasury regulations and administrative guidance issued thereunder (“FATCA”), impose a 30% withholding tax on any dividends paid on our Class A common stock if paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code) (including, in some cases, when such foreign financial institution or non-financial foreign entity is acting as an intermediary), unless (i) in the case of a foreign financial institution, such institution enters into an agreement with the U.S. government to withhold on certain payments, and to collect and provide to the U.S. tax authorities substantial information regarding U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are non-U.S. entities with U.S. owners), (ii) in the case of a non-financial foreign entity, such entity certifies that it does not have any “substantial United States owners” (as defined in the Code) or timely provides the applicable withholding agent with a certification identifying the direct and indirect substantial United States owners of the entity (in either case, generally on an IRS Form W-8BEN-E), or (iii) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules and provides appropriate documentation (such as an IRS Form W-8BEN-E). Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing these rules may be subject to different rules. Under certain circumstances, a non-U.S. holder might be eligible for refunds or credits of such taxes. Non-U.S. holders are encouraged to consult their own tax advisors regarding the effects of FATCA on an investment in our Class A common stock.

Although FATCA withholding could apply to gross proceeds on the disposition of our Class A common stock, the U.S. Treasury released proposed U.S. Treasury regulations (the “Proposed Regulations”) the preamble to which specifies that taxpayers may rely on them pending finalization. The Proposed Regulations eliminate FATCA withholding on the gross proceeds from a sale or other disposition of our Class A common stock. There can be no assurance that the Proposed Regulations will be finalized in their present form.

INVESTORS CONSIDERING THE PURCHASE OF OUR CLASS A COMMON STOCK ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS (INCLUDING ANY POTENTIAL CHANGES THERETO) TO THEIR PARTICULAR SITUATIONS AND THE APPLICABILITY AND EFFECT OF U.S. FEDERAL ESTATE AND GIFT TAX LAWS AND ANY STATE, LOCAL OR NON-U.S. TAX LAWS AND TAX TREATIES.

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UNDERWRITING

Raymond James & Associates, Inc. is acting as representative of the underwriters of this offering. Under the terms of an underwriting agreement, which will be filed as an exhibit to the registration statement of which this prospectus forms a part, each of the underwriters named below has severally agreed to purchase from us the respective number of shares of Class A common stock shown opposite its name below:

Underwriter	Number of Shares
Raymond James & Associates, Inc.
Stifel, Nicolaus & Company, Incorporated
Stephens Inc.
Total

The underwriting agreement provides that the obligation of the underwriters to purchase and accept delivery of the shares of Class A common stock offered by this prospectus are subject to approval by their counsel of certain legal matters and to certain other customary conditions set forth in the underwriting agreement.

The underwriters are obligated to purchase and accept delivery of all of the shares of Class A common stock offered by this prospectus, if any of the shares of Class A common stock are purchased, other than those covered by the underwriters’ option to purchase additional shares described below.

The underwriters initially propose to offer the shares of Class A common stock directly to the public at the public offering price listed on the cover page of this prospectus and to various dealers at that price less a concession not in excess of $                per share of Class A common stock. After the public offering of the shares of Class A common stock, the underwriters may change the public offering price and other selling terms. The shares of Class A common stock are offered by the underwriters as stated in this prospectus, subject to receipt and acceptance by them. The underwriters reserve the right to reject an order for the purchase of the shares of Class A common stock in whole or in part.

Option to Purchase Additional Shares

We have granted the underwriters an option exercisable for 30 days after the date of this prospectus to purchase, from time to time, in whole or in part, up to an aggregate of                  shares of our Class A common stock from us at the offering price less underwriting discounts and commissions, solely for the purpose of covering overallotments. To the extent that this option is exercised, each underwriter will be obligated, subject to certain conditions, to purchase its pro rata portion of these additional shares based on the underwriter’s percentage underwriting commitment in this offering as indicated in the above table.

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Discounts and Expenses

The following table summarizes the underwriting discounts and commissions we will pay to the underwriters. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares. The underwriting fee is the difference between the initial price to the public and the amount the underwriters pay to us for the shares.

	Paid by the Company
	No Exercise	Full Exercise
Per Share	$	$
Total	$	$

The representative has advised us that the underwriters propose to offer the shares of Class A common stock directly to the public at the offering price on the cover of this prospectus and to selected dealers, which may include the underwriters, at such offering price less a selling concession not in excess of $                 per share.

If all the shares are not sold at the initial public offering price following the initial public offering, the representative may change the offering price and other selling terms.

The expenses of the offering that are payable by us are estimated to be approximately $                 (excluding underwriting discounts and commissions). We have agreed to reimburse the underwriters for certain of their expenses in an amount up to $                .

Indemnification

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, and to contribute to payments that the underwriters may be required to make for these liabilities.

Lock-Up Restrictions

Subject to customary exceptions, we and all of our directors and our executive officers have agreed, for a period of 180 days after the date of this prospectus, not to directly or indirectly offer, sell, contract to sell or otherwise dispose of or transfer any shares or any securities convertible into or exchangeable for shares of our capital stock, without the prior written consent of the representative. Our amended and restated certificate of incorporation will provide that, subject to customary exceptions, all of the shares of Common Stock held by the Existing Owners may not be sold, pledged, transferred or otherwise disposed of for 180 days following the consummation of this offering, without the prior written consent of the representative. Following the expiration of such lock-up restrictions, the Existing Owners, subject to compliance with the Securities Act or exceptions therefrom, will be able to freely trade their Class A Common Stock, including any shares issued upon exchange of Bounty LLC Units. These restrictions also preclude any hedging collar or other transaction designed or reasonably expected to result in a disposition of shares of Class A common stock or securities convertible into or exercisable or exchangeable for shares of Class A common stock. The representative may, in its sole discretion and at any time without notice, release all or any portion of the securities subject to these restrictions. The representative does not have any present intent or any understanding to release all or any portion of the securities subject to these restrictions.

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Offering Price Determination

Prior to this offering, there has been no public market for our Class A common stock. The initial public offering price was negotiated between the representative and us. In determining the initial public offering price of our Class A common stock, the representative considered:

• the history and prospects for the industry in which we compete;

• our financial information;

• the ability of our management and our business potential and earning prospects;

• the prevailing securities markets at the time of this offering; and

• the recent market prices of, and the demand for, publicly traded shares of generally comparable companies.

Stabilization, Short Positions and Penalty Bids

Until the distribution of the securities offered by this prospectus is completed, rules of the SEC may limit the ability of the underwriters to bid for and to purchase shares of our Class A common stock. As an exception to these rules, the underwriters may engage in transactions effected in accordance with Regulation M under the Exchange Act (“Regulation M”) that are intended to stabilize, maintain or otherwise affect the price of the shares of our Class A common stock. The underwriter may engage in stabilizing transactions, short sales, syndicate covering transactions and penalty bids in accordance with Regulation M.

• Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.

• A short position involves a sale by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase in the offering, which creates the syndicate short position. This short position may be either a covered short position or a naked short position. In a covered short position, the number of shares involved in the sales made by the underwriters in excess of the number of shares they are obligated to purchase is not greater than the number of shares that they may purchase by exercising their option to purchase additional shares. In a naked short position, the number of shares involved is greater than the number of shares in their option to purchase additional shares. The underwriters may close out any short position by either exercising their option to purchase additional shares and/or purchasing shares in the open market. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through their option to purchase additional shares. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.

• Syndicate covering transactions involve purchases of the Class A common stock in the open market after the distribution has been completed in order to cover syndicate short positions.

• Penalty bids permit the representative to reclaim a selling concession from a syndicate member when the Class A common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

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These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of the Class A common stock. As a result, the price of the Class A common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the NYSE or otherwise and, if commenced, may be discontinued at any time.

Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the Class A common stock. In addition, neither we nor any of the underwriters make any representation that the representative will engage in these stabilizing transactions or that any transaction, once commenced, will not be discontinued without notice.

Electronic Distribution

A prospectus in electronic format may be made available on the Internet sites or through other online services maintained by one or more of the underwriters and/or selling group members participating in this offering, or by their affiliates. In those cases, prospective investors may view offering terms online and, depending upon the particular underwriter or selling group member, prospective investors may be allowed to place orders online. The underwriters may agree with us to allocate a specific number of shares for sale to online brokerage account holders. Any such allocation for online distributions will be made by the representative on the same basis as other allocations.

Other than the prospectus in electronic format, the information on any underwriter’s or selling group member’s web site and any information contained in any other web site maintained by an underwriter or selling group member is not part of the prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or any underwriter or selling group member in its capacity as underwriter or selling group member and should not be relied upon by investors.

Listing

We have applied to list our shares of Class A common stock on the NYSE under the symbol “BNTY.”

Stamp Taxes

If you purchase shares of Class A common stock offered in this prospectus, you may be required to pay stamp taxes and other charges under the laws and practices of the country of purchase, in addition to the offering price listed on the cover page of this prospectus.

Other Relationships

The underwriters and certain of their affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. The underwriters and certain of their affiliates have, from time to time, performed, and may in the future perform, various commercial and investment banking and financial advisory services for the issuer and its affiliates, for which they received or may in the future receive customary fees and expenses.

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In the ordinary course of their various business activities, the underwriters and certain of their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments of the issuer or its affiliates. If the underwriters or their affiliates have a lending relationship with us, certain of those underwriters or their affiliates may hedge their credit exposure to us consistent with their customary risk management policies. Typically, the underwriters and their affiliates would hedge such exposure by entering into transactions that consist of either the purchase of credit default swaps or the creation of short positions in our securities or the securities of our affiliates, including potentially the shares of Class A common stock offered hereby. Any such credit default swaps or short positions could adversely affect future trading prices of the shares of Class A common stock offered hereby. The underwriters and certain of their affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Directed Share Program

At our request, the underwriters have reserved up to 5% of the Class A common stock being offered by this prospectus for sale at the initial public offering price to our directors, officers, employees and other individuals associated with us and members of their families. The sales will be made by Raymond James & Associates, Inc., an underwriter of this offering, through a directed share program. We do not know if these persons will choose to purchase all or any portion of these reserved shares, but any purchases they do make will reduce the number of shares available to the general public. Any reserved shares not so purchased will be offered by the underwriters to the general public on the same terms as the other shares of Class A common stock. Participants in the directed share program shall be subject to a three month lock-up with respect to any shares sold to them pursuant to that program. This lock-up will have similar restrictions and an identical extension provision to the lock-up restrictions described above. Any shares sold in the directed share program to our directors or executive officers shall be subject to the lock-up restrictions described above. We have agreed to indemnify the underwriters against certain liabilities and expenses, including liabilities under the Securities Act, in connection with the sales of the shares reserved for the directed share program.

Selling Restrictions

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

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European Economic Area and United Kingdom

In relation to each Member State of the European Economic Area and the United Kingdom (each, a “Relevant Member State”), no common stock has been offered or will be offered pursuant to the offering to a public in that Relevant Member State prior to the publication of a prospectus in relation to the common stock that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Regulation (as defined below), except that offers of shares may be made to the public in that Relevant Member State at any time under the following exemptions under the Prospectus Regulation:

• to legal entities that are qualified investors as defined under the Prospectus Regulation;

• by the underwriters to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Regulation), subject to obtaining prior consent of the representative of the underwriters for any such offer; or

• in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offer of common stock shall result in a requirement for us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.

For the purposes of this provision, the expression “offer to the public” in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares to be offered so as to enable an investor to decide to purchase or subscribe for any shares, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.

United Kingdom

This prospectus has only been communicated or caused to have been communicated and will only be communicated or caused to be communicated as an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act of 2000 (the “FSMA”)) as received in connection with the issue or sale of the common stock in circumstances in which Section 21(1) of the FSMA does not apply to us. All applicable provisions of the FSMA will be complied with in respect to anything done in relation to the common stock in, from or otherwise involving the United Kingdom.

Canada

The securities may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised

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by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (“NI 33-105”), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Notice to Prospective Investors in Switzerland

This prospectus does not constitute an issue prospectus pursuant to Article 652a or Article 1156 of the Swiss Code of Obligations and the securities will not be listed on the SIX Swiss Exchange. Therefore, this prospectus may not comply with the disclosure standards of the listing rules (including any additional listing rules or prospectus schemes) of the SIX Swiss Exchange. Accordingly, the securities may not be offered to the public in or from Switzerland, but only to a selected and limited circle of investors who do not subscribe to the securities with a view to distribution. Any such investors will be individually approached by the underwriters from time to time.

Dubai International Financial Centre

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (“DFSA”). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for this prospectus. The securities to which this offering memorandum relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If you do not understand the contents of this prospectus, you should consult an authorized financial advisor.

Hong Kong

The shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) (“Companies (Winding Up and Miscellaneous Provisions) Ordinance”) or which do not constitute an invitation to the public within the meaning of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (“Securities and Futures Ordinance”), or (ii) to “professional investors” as defined in the Securities and Futures Ordinance and any rules made thereunder, or (iii) in other circumstances that do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance, and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares that are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” in Hong Kong as defined in the Securities and Futures Ordinance and any rules made thereunder.

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Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined under Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person that is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for six months after that corporation has acquired the shares under Section 275 of the SFA except: (i) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (ii) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (iii) where no consideration is or will be given for the transfer, (iv) where the transfer is by operation of law, (v) as specified in Section 276(7) of the SFA, or (vi) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”).

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person that is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for six months after that trust has acquired the shares under Section 275 of the SFA except: (i) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (ii) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than $200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (iii) where no consideration is or will be given for the transfer, (iv) where the transfer is by operation of law, (v) as specified in Section 276(7) of the SFA, or (vi) as specified in Regulation 32.

Japan

The securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended) (the “FIEA”). The securities may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of the FIEA and otherwise in compliance with any relevant laws and regulations of Japan.

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LEGAL MATTERS

The validity of the shares of our Class A common stock offered by this prospectus will be passed upon for us by Kirkland & Ellis LLP, Houston, Texas. Certain legal matters in connection with this offering will be passed upon for the underwriters by Vinson & Elkins L.L.P., Houston, Texas.

EXPERTS

The financial statements of Bounty Minerals, Inc. as of June 20, 2022, appearing in this prospectus and registration statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of Bounty Minerals Holdings LLC as of December 31, 2021 and 2020, and for each of the two years in the period ended December 31, 2021, appearing in this prospectus and registration statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

Estimates of our reserves and related future net cash flows related to our properties as of June 30, 2022 and December 31, 2021 and 2020 included herein and elsewhere in the registration statement were based upon reserve reports prepared by our independent petroleum engineers, CG&A. We have included these estimates in reliance on the authority of such firm as an expert in such matters.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 (including the exhibits, schedules and amendments thereto) under the Securities Act, with respect to the shares of our Class A common stock offered hereby. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to us and the Class A common stock offered hereby, we refer you to the registration statement and the exhibits and schedules filed therewith. Statements contained in this prospectus as to the contents of any contract, agreement or any other document are summaries of the material terms of such contract, agreement or other document and are not necessarily complete. With respect to each of these contracts, agreements or other documents filed as an exhibit to the registration statement, reference is made to the exhibits for a more complete description of the matter involved. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC.

As a result of this offering, we will become subject to full information requirements of the Exchange Act. We will fulfill our obligations with respect to such requirements by filing periodic reports and other information with the SEC. We intend to furnish our stockholders with annual reports containing financial statements certified by an independent public accounting firm.

169

INDEX TO FINANCIAL STATEMENTS

Bounty Minerals, Inc.
Unaudited ProForma Consolidated Financial Statements
Unaudited Pro Forma Consolidated Balance Sheet as of September  30, 2022	F-4
Unaudited Pro Forma Consolidated Statement of Operations for the Nine Months Ended September 30, 2022	F-5
Unaudited Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2021	F-6
Notes to Unaudited Pro Forma Consolidated Financial Statements	F-7
Audited Financial Statement
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 42)	F-11
Balance Sheet as of June 20, 2022	F-12
Notes to Audited Financial Statement	F-13
Bounty Minerals Holdings LLC (Predecessor)
Audited Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 42)	F-14
Consolidated Balance Sheets as of December 31, 2021 and 2020	F-15
Consolidated Statements of Operations for the Years Ended December  31, 2021 and 2020	F-16
Consolidated Statements of Members’ Equity for the Years Ended December 31, 2021 and 2020	F-17
Consolidated Statements of Cash Flows for the Years Ended December  31, 2021 and 2020	F-18
Notes to Consolidated Financial Statements	F-19
Unaudited Condensed Consolidated Financial Statements
Unaudited Condensed Consolidated Balance Sheet as of September  30, 2022 and December 31, 2021	F-30
Unaudited Condensed Consolidated Statements of Operations for the Nine Months ended September 30, 2022 and 2021	F-31
Unaudited Condensed Consolidated Statement of Members’ Equity for the Nine Months ended September 30, 2022 and 2021	F-32
Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2022 and 2021	F-33
Notes to Unaudited Condensed Consolidated Financial Statements	F-34

F-1

BOUNTY MINERALS, INC.

PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Introduction

Bounty Minerals, Inc. (“Bounty Minerals” or the “Company”), the issuer in this offering, is a holding company formed to own an interest in, and act as the sole managing member of, Bounty Minerals Holdings LLC (“Bounty LLC”). Our historical financial statements are those of Bounty LLC, our accounting predecessor for financial reporting purposes.

The unaudited pro forma consolidated financial statements of the Company reflect the historical results of the Company on a pro forma basis to give effect to the following transactions (collectively, the “Transactions”), which are described in further detail below, as if they had occurred on September 30, 2022, for pro forma balance sheet purposes, and on January 1, 2021, for pro forma statement of operations purposes:

• the Corporate Reorganization as described under “Corporate Reorganization” elsewhere in this prospectus;

• the initial public offering of shares of Class A common stock and the use of the net proceeds therefrom as described in “Use of Proceeds” (the “Offering”). The net proceeds from the sale of the shares of Class A common stock (based on an assumed initial public offering price of $                 per share) are expected to be $                , net of underwriting discounts of $                 and other offering expenses payable by us of $                ;

• the recognition of share-based compensation expense totaling $6.1 million related to historical Bounty LLC Class B units; and

• a provision for corporate income taxes at an effective rate of                 %, inclusive of federal, state and local income taxes.

The pro forma financial statements have been adjusted to include transaction accounting adjustments in accordance with GAAP, linking the effects of the Transactions to the historical consolidated financial statements of Bounty LLC.

The unaudited pro forma consolidated balance sheet of the Company is based on the historical consolidated balance sheet of our predecessor as of September 30, 2022 and includes pro forma adjustments to give effect to the Transactions as if they had occurred on September 30, 2022. The unaudited pro forma statements of operations of the Company for the year ended December 31, 2021 and nine months ended September 30, 2022 are based on the historical consolidated statements of operations of Bounty LLC, giving effect to the Transactions as if they had occurred January 1, 2021.

Bounty Minerals is subject to U.S. federal and state income taxes as a corporation. Our predecessor, Bounty LLC, is treated as a flow-through entity for U.S. federal income tax purposes, and as such, is generally not subject to U.S. federal income tax at the entity level. The unaudited pro forma consolidated financial statements have been prepared as if the Company would have been subject to U.S. federal, state and local taxes and should be read in conjunction with “Corporate Reorganization” and with the audited historical financial statements and related notes of Bounty LLC included elsewhere in this prospectus.

The pro forma results are not necessarily indicative of financial results that would have been attained had the Transactions occurred on the date indicated or which could be achieved in the future because they necessarily exclude various operating expenses, such as incremental general

F-2

and administrative expenses associated with being a public company. The transaction accounting adjustments are based on available information and certain assumptions that management believes are factually supportable. Therefore, the actual adjustments may differ from the pro forma adjustments. However, management believes that the assumptions provide a reasonable basis for presenting the significant effects of the Transactions as contemplated and the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma financial statements.

The unaudited pro forma financial statements and related notes are presented for illustrative purposes only. If the Transactions contemplated herein had occurred in the past, the Company’s operating results might have been materially different from those presented in the unaudited pro forma financial statements. The unaudited pro forma financial statements should not be relied upon as an indication of operating results that the Company would have achieved if the Transactions contemplated herein had taken place on the specified date. In addition, future results may vary significantly from the results reflected in the unaudited pro forma financial statement of operations and should not be relied upon as an indication of the future results the Company will have after the completion of the Transactions contemplated by these unaudited pro forma consolidated financial statements.

F-3

BOUNTY MINERALS, INC.

PRO FORMA CONSOLIDATED BALANCE SHEET

AS OF SEPTEMBER 30, 2022

(Unaudited)

			Transaction Accounting Adjustments
	HISTORICAL BOUNTY MINERALS HOLDINGS LLC (PREDECESSOR)		Corporate Reorganization and Offering			Share-Based Compensation				PRO FORMA BOUNTY MINERALS, INC.
Assets
Current assets:
Cash and cash equivalents	$	27,123,491		(c	)
Prepaid expenses		1,283,467
Accounts receivable		24,235,579
Total current assets		52,642,537
Furniture and equipment, net		36,973
Mineral interests, net of accumulated depletion		417,267,525
Operating lease right-of-use asset		424,078
Total assets	$	470,371,113
Liabilities and Equity
Current liabilities:
Accounts payable		1,916,551
Contingent liability for title disputes		1,565,290
Current operating lease liability		223,590
Income tax payable				(b	)
Total current liabilities		3,705,431
Non-current operating lease liability		202,455
Deferred tax liability				(b	)
Members’ equity/stockholders’ equity:
Members’ equity		466,463,227		(a	)		6,088,882	(e	)
Class A common stock		—		(c	)
Additional paid-in capital		—		(a	)
				(c	)
Retained earnings		—		(a	)
Non-controlling interest		—		(a	)
Total liabilities and members’/stockholders’ equity	$	470,371,113

The accompanying notes are an integral part of these unaudited pro forma financial statements.

F-4

BOUNTY MINERALS, INC.

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022

(Unaudited)

			Transaction Accounting Adjustments
	HISTORICAL BOUNTY MINERALS HOLDINGS LLC (PREDECESSOR)		Corporate Reorganization and Offering			Share-Based Compensation					PRO FORMA BOUNTY MINERALS, INC.
Revenue:
Oil and gas royalty revenues	$	83,227,382									$	83,227,382
Lease bonus		20,470,900										20,470,900
Total revenues		103,698,282										103,698,282
Expenses:
Royalty deductions		6,851,156										6,851,156
County and other taxes		331,945										331,945
Acquisition and land costs		2,631										2,631
Depletion and depreciation		9,295,428										9,295,428
Share-based compensation		—					6,088,882		(e	)		6,088,882
General and administrative		6,454,106										6,454,106
Loss on sale of minerals		4,072,242										4,072,242
Total expenses		27,007,508					6,088,882					33,096,390
Net income from operations		76,690,774					(6,088,882	)				70,601,892
Other income:
Other income		1,135,662										1,135,662
Net income before income tax expense		77,826,436					(6,088,882	)				71,737,554
Income tax expense		—		(b	)
Net income	$	77,826,436
Less net income attributable to non-controlling interest
Net income attributable to stockholders
Net Income per Common Share (d)
Basic
Diluted
Weighted Average Common Shares outstanding (d)
Basic
Diluted

The accompanying notes are an integral part of these unaudited pro forma financial statements.

F-5

BOUNTY MINERALS, INC.

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2021

(Unaudited)

			Transaction Accounting Adjustments
	HISTORICAL BOUNTY MINERALS HOLDINGS LLC (PREDECESSOR)		Corporate Reorganization and Offering			Share-Based Compensation					PRO FORMA BOUNTY MINERALS, INC.
Revenue:
Oil and gas royalty revenues	$	69,218,045									$	69,218,045
Lease bonus		5,214,756										5,214,756
Total revenues		74,432,801										74,432,801
Expenses:
Royalty deductions		8,637,048										8,637,048
County and other taxes		410,991										410,991
Acquisition and land costs		1,685,936										1,685,936
Depletion and depreciation		12,787,810										12,787,810
Share-based compensation		—					6,088,882		(e	)		6,088,882
General and administrative		5,914,700										5,914,700
Total expenses		29,436,485					6,088,882					35,525,367
Net income from operations		44,996,316					(6,088,882	)				38,907,434
Other income:
Other income		1,555										1,555
Net income before income tax expense		44,997,871					(6,088,882	)				38,908,989
Income tax expense		—		(b	)
Net income	$	44,997,871
Less net income attributable to non-controlling interest
Net income attributable to stockholders
Net Income per Common Share (d)
Basic
Diluted
Weighted Average Common Shares outstanding (d)
Basic
Diluted

The accompanying notes are an integral part of these unaudited pro forma financial statements.

F-6

BOUNTY MINERALS, INC.

NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS

1. Basis of Presentation, the Offering and Reorganization

The historical financial information is derived from the financial statements of Bounty LLC included elsewhere in this prospectus. For purposes of the unaudited pro forma balance sheet, it is assumed that the Transactions had taken place on September 30, 2022. For purposes of the unaudited pro forma statements of operations, it is assumed the Transactions had taken place on January 1, 2021.

Following the closing of this offering, we anticipate incurring incremental general and administrative expenses as a result of operating as a publicly traded company, such as expenses associated with SEC reporting requirements, including annual and quarterly reports, Sarbanes-Oxley Act compliance expenses, expenses associated with listing our Class A common stock on the NYSE, independent auditor fees, independent reserve engineer fees, legal fees, investor relations expenses, registrar and transfer agent fees, director and officer insurance expenses and director and officer compensation expenses. These incremental general and administrative expenses are not reflected in the historical financial statements of our predecessor. The Company estimates these direct, incremental general and administrative expenses initially will total approximately $                 million per year. These direct, incremental general and administrative expenses are not reflected in the historical financial statements or in the unaudited pro forma financial statements.

Bounty Minerals, Inc. was incorporated as a Delaware corporation in June 2022. Following this offering, Bounty Minerals will be a holding company whose sole material asset will consist of a                 % interest in Bounty LLC. Bounty LLC will continue to wholly own all of our operating assets. Following this offering, Bounty Minerals will be the sole managing member of Bounty LLC and will be responsible for all operational, management and administrative decisions relating to Bounty LLC’s business and will consolidate the financial results of Bounty LLC and its subsidiaries.

In connection with this Offering, we will engage in the following series of transactions, which, together with the Offering, are collectively referred to in this prospectus as our “corporate reorganization”:

• all classes of the outstanding membership interests in Bounty LLC will be converted into Bounty LLC Units;

• Bounty Minerals will issue shares of Class A common stock to purchasers in this offering in exchange for the proceeds of this offering;

• each Existing Owner will receive a number of shares of Class B common stock equal to the number of Bounty LLC Units held by such Existing Owner following this offering;

• Bounty Minerals will contribute, directly or indirectly, the net proceeds of this offering to Bounty LLC in exchange for an additional number of Bounty LLC Units such that Bounty Minerals holds, directly or indirectly, a total number of Bounty LLC Units equal to the number of shares of Class A common stock outstanding following this offering; and

• Bounty LLC intends to use a portion of the net proceeds to purchase             Bounty LLC Units, together with an equal number of shares of Class B common stock, from certain owners of Bounty LLC Units.

F-7

After giving effect to these transactions and this offering and assuming the underwriters’ option to purchase additional shares is not exercised:

• the Existing Owners will own all of our Class B common stock, representing                 % total voting power of our capital stock;

• investors in this offering will own                  shares of our Class A common stock, or 100% of our Class A common stock, representing                 % total voting power of our capital stock;

• Bounty Minerals will own an approximate                 % interest in Bounty LLC; and

• the Existing Owners will own an approximate                 % interest in Bounty LLC.

If the underwriters’ option to purchase additional shares is exercised in full:

• the Existing Owners will own all of our Class B common stock, representing                 % total voting power of our capital stock;

• investors in this offering will own shares of our Class A common stock, or 100% of our Class A common stock, representing                 % total voting power of our capital stock;

• Bounty Minerals will own an approximate                 % interest in Bounty LLC; and

• the Existing Owners will own an approximate                 % interest in Bounty LLC.

2. Transaction Accounting Adjustments

The pro forma financial statements have been adjusted to reflect the Transactions as follows:

Corporate Reorganization

(a) Reflects the issuance of shares of Class B common stock to our Existing Owners.

(b) Reflects estimated income tax provision associated with the Company’s historical results of operations assuming the Company’s earnings had been subject to federal and state income tax as a corporation using a rate of approximately                 % for the year ended December 31, 2021. This rate is inclusive of U.S. federal and state taxes. The calculation of future net income tax expense is performed on a year-by-year basis by taking into account each year’s projected revenues, operating expenses, depreciation, depletion, and other factors in arriving at each year’s tax outflow. As such, the effective rate utilized in this calculation can differ from the blended statutory rate.

Offering Transactions

(c) Reflects the issuance and sale of shares of Class A common stock at an assumed initial public offering price of $                 per share, net of underwriting discounts and commissions of $                 million in the aggregate, and additional estimated expenses payable by us related to the Offering of approximately $                 million and the use of the net proceeds therefrom as follows:

• the Company will contribute all of the net proceeds from the Offering to Bounty LLC in exchange for Bounty LLC Units; and

• Bounty LLC will use the net proceeds from the Offering to purchase Bounty LLC Units, together with an equal number of shares of Class B common stock, from certain owners of Bounty LLC Units and to fund future acquisitions of mineral interests.

F-8

(d) Reflects basic and diluted earnings per common share as shown below for the applicable period:

	September 30, 2022	December 31, 2021
BASIC
Net income
Net income attributable to non-controlling interests
Shares issued in the Offering
Basic earnings per share
DILUTED
Numerator:
Net income
Effect of dilutive securities
Diluted net income attributable to stockholders
Denominator:
Basic weighted average shares outstanding
Effect of dilutive securities
Diluted weighted average shares outstanding
Diluted earnings per share

Share-Based Compensation

(e) Reflects share-based compensation expense related to historical Bounty LLC Class B units.

From 2012 to 2014, share-based compensation was paid in the form of Class B units to employees and non-employees who provided services to Bounty LLC. The Class B units awarded were subject to restrictions on transferability, customary forfeiture provisions, and time vesting provisions.

Two-thirds of the Class B units remained forfeitable as of September 30, 2022, and, as the service period for these units will be deemed complete upon this offering, the Company will recognize $6.1 million in share-based compensation expense.

3. Reserve and Related Financial Data (SMOG) - Unaudited

Standardized Measure of Discounted Future Net Cash Flows

The following pro forma standardized measure of discounted future net cash flows and changes applicable to Bounty LLC’s proved reserves reflect the effect of income taxes assuming Bounty LLC’s future earnings had been subject to federal and state income tax as a corporation. The future cash flows are discounted at ten percent per year and assume continuation of existing economic conditions.

Reserve estimates are inherently imprecise. Accordingly, reserve estimates often differ from the quantities of oil and natural gas that are ultimately recovered, and estimates are expected to change as future information becomes available. Estimates, assumptions used, and any resulting net cash flow calculations do not necessarily reflect the Company’s expectations of actual revenues or present value of reserves.

F-9

Pro forma income tax expense is calculated using the estimated                  rate of                 %.

The pro forma standardized measure of discounted estimated future net cash flows was as follows as of December 31, 2021 (in thousands):

	BOUNTY MINERALS HOLDINGS LLC (PREDECESSOR)			CORPORATE REORGANIZATION	PRO FORMA
Future cash inflows	$	601,617,536
Future production costs		(7,268,800	)
Future income tax expense		—
Future net cash flows		594,348,736
10% annual discount		(292,081,152	)
Standardized measure of discounted future net cash flows	$	302,267,584

The change in the pro forma standardized measure of discounted estimated future net cash flows were as follows for 2021 (in thousands):

	BOUNTY MINERALS HOLDINGS LLC (PREDECESSOR)			CORPORATE REORGANIZATION	PRO FORMA
Standardized measure of discounted future net cash flows, beginning of the year	$	83,251,904
Changes in the year resulting from:
Net change in prices and production costs		102,967,424
Oil, gas and NGL sales (net of royalty deductions and county and other taxes)		(60,076,000	)
Extensions		100,817,361
Acquisition of reserves		1,164,389
Divestiture of reserves		—
Revisions of previous quantity estimates		63,275,832
Net change in taxes		—
Accretion of discount		8,325,190
Timing differences and other		2,541,484
Standardized measure of discounted future net cash flows, ending of the year	$	302,267,584

F-10

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Bounty Minerals, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Bounty Minerals, Inc. (the Company) as of June 20, 2022, and the related notes to the balance sheet (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at June 20, 2022, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2022.

Fort Worth, TX

August 26, 2022

F-11

BOUNTY MINERALS, INC.

Balance Sheet

As of June 20, 2022

Assets
Total assets	$	—
Liabilities and Stockholders’ Equity
Total liabilities		—
Subscription receivable from Bounty Minerals Holdings LLC		(100	)
Common stock, $0.01 par value per share; 1,000 shares authorized, issued and outstanding		100
Total stockholders’ equity		—
Total liabilities and stockholders’ equity	$	—

See accompanying notes.

F-12

BOUNTY MINERALS, INC.

NOTES TO BALANCE SHEET

1. Nature of Business

Nature of the Business

Bounty Minerals, Inc. (“Bounty Minerals”) was incorporated as a Delaware corporation in June 2022 as a holding company formed to own an interest in, and act as the sole managing member of, Bounty Minerals Holdings LLC (“Bounty LLC”). Bounty Minerals will be responsible for all operational, management and administrative decisions relating to Bounty LLC’s business.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accounts are maintained and the financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Separate statements of operations, cash flows, and changes in stockholders’ equity have not been presented because this entity has had no operations to date.

3. Stockholders’ Equity

The Company is authorized to issue 1,000 shares of common stock with a par value $0.01 per share. Bounty LLC has yet to fund its $100 initial capitalization as of June 20, 2022, and we have presented this as a subscription receivable.

F-13

Report of Independent Registered Public Accounting Firm

To the Members and the Board of Managers of Bounty Minerals Holdings LLC

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Bounty Minerals Holdings LLC (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations, members’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2014.

Fort Worth, TX

June 30, 2022

F-14

BOUNTY MINERALS HOLDINGS LLC

(OUR PREDECESSOR)

CONSOLIDATED BALANCE SHEETS

	December 31,
	2021		2020
Assets
Current assets:
Cash and cash equivalents	$	13,555,701	$	10,261,843
Prepaid expenses		950,044		939,607
Accounts receivable		17,006,721		5,053,740
Total current assets		31,512,466		16,255,190
Furniture and equipment, net		37,259		30,799
Mineral interests, net of accumulated depletion		430,757,891		441,791,636
Total assets	$	462,307,616	$	458,077,625
Liabilities and Members’ Equity
Current liabilities:
Accounts payable		525,017		358,187
Contingent liability for title disputes		1,565,290		—
Total current liabilities		2,090,307		358,187
Members’ equity		460,217,309		457,719,438
Total liabilities and members’ equity	$	462,307,616	$	458,077,625

See accompanying notes.

F-15

BOUNTY MINERALS HOLDINGS LLC

(OUR PREDECESSOR)

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended December 31,
	2021		2020
Revenue:
Oil and gas royalty revenues	$	69,218,045	$	26,605,817
Lease bonus		5,214,756		3,023,945
Total revenues		74,432,801		29,629,762
Expenses:
Royalty deductions		8,637,048		4,987,352
County and other taxes		410,991		325,816
Acquisition and land costs		1,685,936		273,502
Depletion and depreciation		12,787,810		11,692,270
General and administrative		5,914,700		6,532,058
Total expenses		29,436,485		23,810,998
Income from operations	$	44,996,316	$	5,818,764
Other income (expense):
Other income		1,555		174,652
Interest expense		—		(57,487	)
Total other income, net		1,555		117,165
Net income	$	44,997,871	$	5,935,929

See accompanying notes.

F-16

BOUNTY MINERALS HOLDINGS LLC

(OUR PREDECESSOR)

CONSOLIDATED STATEMENT OF MEMBERS’ EQUITY

	Total Members’ Equity
Balance at January 1, 2020	$	475,610,559
Members’ distributions		(23,827,050	)
Net income		5,935,929
Balance at December 31, 2020	$	457,719,438
Members’ distributions		(42,500,000	)
Net income		44,997,871
Balance at December 31, 2021	$	460,217,309

See accompanying notes.

F-17

BOUNTY MINERALS HOLDINGS LLC

(OUR PREDECESSOR)

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,
	2021			2020
Operating Activities:
Net income	$	44,997,871		$	5,935,929
Adjustments to reconcile net income to net cash provided by operating activities:
Depletion and depreciation expense		12,787,810			11,692,270
Amortization of debt issuance costs		—			22,696
Mineral conveyance for lease bonus		(1,423,714	)		—
Changes in operating assets/liabilities:
Accounts receivable		(11,952,981	)		1,125,179
Prepaid expenses		(10,437	)		(469,506	)
Accounts payable and accrued liabilities		1,737,908			(9,075	)
Net cash provided by operating activities		46,136,457			18,297,493
Investing Activities:
Purchases of furniture and equipment		(19,961	)		(17,824	)
Purchases of mineral interests		(322,638	)		(879,825	)
Net cash used in investing activities		(342,599	)		(897,649	)
Financing Activities:
Members’ distributions		(42,500,000	)		(23,827,050	)
Net cash used in financing activities		(42,500,000	)		(23,827,050	)
Net change in cash and cash equivalents		3,293,858			(6,427,206	)
Cash and cash equivalents, beginning of period		10,261,843			16,689,049
Cash and cash equivalents, end of period	$	13,555,701		$	10,261,843
Supplemental cash flow information:
Interest paid (unused line fee)	$	—		$	38,125
Non-cash Investing and Financing Activities:
Accrual for purchases of mineral interests	$	6,437		$	12,875
Conveyance of mineral interests	$	1,423,714		$	—

See accompanying notes.

F-18

BOUNTY MINERALS HOLDINGS LLC

(OUR PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

Note 1. Nature of Business

Bounty Minerals Holdings LLC (the “Company” or “BMH”) was formed in 2012 with the objective of acquiring primarily non-producing mineral interests. The Company currently owns mineral interests in the Appalachian basin which includes the states of Ohio, Pennsylvania and West Virginia and in the Anadarko basin in Oklahoma. The Company’s corporate offices are located in Fort Worth, Texas.

As a limited liability company (“LLC”), the risk of loss for each individual member is limited to the amount of capital contributed to the LLC and, unless otherwise noted, the individual member’s liability for indebtedness of an LLC is limited to the member’s actual capital contributions.

Note 2. Summary of Significant Accounting Policies

A summary of the Company’s significant accounting policies applied in the preparation of the accompanying financial statements follows.

Basis of Accounting

The accounts are maintained and the financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Bounty Minerals LLC, Bounty Minerals Management LLC, Bounty Minerals BlockerCo LLC and Bounty Minerals EmployeeCo LLC (“EmployeeCo”), each wholly owned subsidiaries of Bounty Minerals Holdings LLC. All intercompany accounts and transactions have been eliminated in the Company’s consolidated financial statements.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect certain reported amounts in the financial statements and accompanying notes. Actual results could differ from these estimates and assumptions. Significant estimates with regard to these financial statements include the estimation of proved oil and gas reserves used in the calculation of depletion expense, the impairment of long-lived assets, including mineral interests, and the estimate of the fair value of share-based compensation.

Cash and Cash Equivalents

The Company considers all cash and highly-liquid investments with original maturities of three months or less when purchased to be cash equivalents. At December 31, 2021 and 2020, the Company had no such investments. The Company maintains deposits primarily in one financial institution, which may at times exceed amounts covered by insurance provided by the U.S. Federal Deposit Insurance Corporation (“FDIC”). The Company has not experienced any losses related to amounts in excess of FDIC limits.

F-19

BOUNTY MINERALS HOLDINGS LLC

(OUR PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

Note 2. Summary of Significant Accounting Policies – continued

Mineral Interests

The Company uses the successful efforts method to account for its mineral interests. Under this method, costs of acquiring properties are capitalized and recorded in mineral interests in the accompanying consolidated balance sheets. The Company is organized for the purposes of engaging in the acquisition of oil and natural gas mineral interests and leasing such mineral interests to exploration and production operators while retaining revenue interests. The Company is not obligated for costs relating to the exploration and development of mineral interests acquired.

The Company capitalizes all costs associated with successful mineral interest acquisitions. Costs associated with unsuccessful acquisitions are recorded to acquisition and land costs in the accompanying consolidated statements of operations, which also includes ongoing land and title maintenance costs on existing properties. There were no costs associated with unsuccessful acquisitions for the years ended December 31, 2021 or 2020.

As development work progresses on the Company’s mineral interests and the reserves on these properties are produced, capitalized costs attributed to the acquisitions become proved and are subject to depletion. The Company uses the units-of-production method for calculating depletion expense. Producing properties are reasonably aggregated and depleted based on a common geological structural feature.

Producing properties, net of accumulated depletion, totaled $71,219,483 and $56,593,396 at December 31, 2021 and 2020, respectively. Nonproducing properties totaled $359,538,408 and $385,198,240 at December 31, 2021 and 2020, respectively.

The Company recognized $12,773,659 and $11,673,221 in depletion expense for the years ended December 31, 2021 and 2020, respectively. Accumulated depletion at December 31, 2021 and 2020 was $48,852,961 and $36,079,302, respectively.

Furniture and Equipment

The Company capitalizes purchases of office furniture and equipment, certain leasehold improvements and computer hardware and software and presents these costs net of accumulated depreciation. Depreciation is calculated using the straight-line method over the expected useful lives ranging from three to five years. Depreciation expense totaled $14,151 in 2021 and $19,049 in 2020.

Accumulated depreciation at December 31, 2021 and 2020 was $990,326 and $976,175, respectively.

Impairment of Long-Lived Assets

The carrying value of the mineral interests is periodically evaluated for impairment. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When it is determined that the estimated undiscounted future net cash flows of proved properties will not be sufficient to recover

F-20

BOUNTY MINERALS HOLDINGS LLC

(OUR PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

Note 2. Summary of Significant Accounting Policies – continued

its carrying amount, an impairment loss must be recorded to reduce the carrying amount to its estimated fair value. If changes in circumstances indicate that the carrying cost would not be recoverable from the expected undiscounted future cash flows resulting from the development of the related minerals, Bounty would recognize an impairment. The impairment loss would be valued as the amount by which the asset’s pre-tax carrying amount exceeds the forecasted royalty. Unproved properties are also assessed for impairment periodically when facts and circumstances indicate that the carrying value may not be recoverable, at which point an impairment loss is recognized to the extent the carrying value exceeds the estimated recoverable value.

The Company evaluates impairment of producing and nonproducing mineral interests separately. There was no impairment recognized for the years ended December 31, 2021 and 2020.

Revenue from Contracts with Customers

Accounting Standards Codification Topic (“ASC”) 606, Revenue from Contracts with Customers, requires that an entity recognize revenue at an amount that reflects the consideration to which it expects to be entitled in exchange for transferring goods or services to a customer. It requires the Company to identify performance obligations within its contracts and to allocate transaction prices to those obligations.

Oil and gas royalty revenue

Oil and gas royalty revenue represents the right to receive proceeds from sales of oil, natural gas and natural gas liquids at the wellhead or as the lease dictates. Oil and gas royalty revenue is recognized at the control point at which the product is produced and sold to the purchaser on behalf of Bounty and when payment is reasonably assured.

Certain performance obligations are established in the executed lease agreement (the “contract”), between Bounty and the operator. Bounty, as lessor, exclusively grants the operator, the lessee, access to drill and explore unto the leased premises in return for delivery of the proceeds of its proportionate share of the minerals. The price received is reflected on the royalty revenue check remittance.

As the right to oil and gas royalty revenue does not originate until actual production, there are no further performance obligations. However, due to the lag in payment from the operator for certain sales periods and limited third party information, some expected volumes and prices are estimated and recorded in accounts receivable in the accompanying consolidated balance sheets. Oil and natural gas prices are estimated using an adjusted market index and determined monthly. Any difference between estimated and actual revenue will be recognized when payment is received.

Bounty currently receives monthly revenue checks from approximately 86 oil and gas operators. The Company has customers concentrated within the same geographical area and industry, and the availability and prices of oil and natural gas affect the nature, amount, timing and uncertainty of any future revenue and cash flows. Royalty deductions on the consolidated statements of operations consist of the Company’s share of expenses for transportation, gathering, compression, processing and severance taxes.

F-21

BOUNTY MINERALS HOLDINGS LLC

(OUR PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

Note 2. Summary of Significant Accounting Policies – continued

During the twelve months ending December 31, 2021 and 2020 the disaggregated revenues from sales of oil, natural gas, NGLs and other royalty payments are as follows:

	For the Years Ended December 31,
	2021		2020
Disaggregated oil and gas royalty revenue:
Oil sales	$	5,785,350	$	3,565,438
Natural gas sales		46,856,368		18,722,772
NGL sales		16,483,203		4,283,735
Other royalty		93,124		33,872
Total oil and gas royalty revenue	$	69,218,045	$	26,605,817

Other royalty includes flat rate, shut-in and gas storage payments.

Lease bonus

In addition to receiving royalty revenue, Bounty also leases its mineral interests to operators in exchange for an upfront lease bonus (and possibly, at a later date, extension) payment. The price is reflected as upfront consideration per net acre in the contract. Any optional lease extension payment is also agreed upon in the oil and gas lease and stated therein.

Once any agreed upon due diligence is performed, the lease is executed and payment is received, there are no additional performance obligations by the lessor or lessee for the lease bonus payment. Lease extension payments may be made at the option of the lessee before the lease terminates with no further action by the lessor.

Share-Based Compensation

Share-based compensation is paid in the form of Class B units to employees and non-employees who provide services to the Company (“Class B members”). The Class B units awarded are subject to restrictions on transferability, customary forfeiture provisions, and time vesting provisions.

Share-based compensation expense is based on the estimated fair value of the awards in accordance with ASC Topic 718, Stock Compensation, which requires the Company to recognize expenses associated with the Class B units at their estimated grant date fair value. All outstanding Class B unit awards vested prior to December 31, 2017 and no further compensation expense will be recognized prior to the completion of the requisite service period associated with the awards. See further discussion in Note 3. Members’ Equity.

During 2020, the Company adopted Accounting Standards Update (“ASU”) 2018-07 which supersedes ASC Topic 505-50 and expands the scope of ASC Topic 718 to align the accounting for share-based payments to non-employees with that of share-based accounting for employees, with certain exceptions. This adoption had no effect on the Class B units and did not result in any cumulative effect adjustment for compensation expense previously recognized.

F-22

BOUNTY MINERALS HOLDINGS LLC

(OUR PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

Note 2. Summary of Significant Accounting Policies – continued

Income Taxes

The Company is not a taxable entity for state or federal income tax purposes, and thus, no income tax expense has been recorded in the accompanying consolidated financial statements. The members are responsible for state and federal income taxes on their allocable share of the Company’s income.

The Company files tax returns in the United States federal jurisdiction and various state jurisdictions within the United States. At December 31, 2021, tax returns related to the periods ended December 31, 2015 through 2020 remain open to possible examination by the tax authorities. There are no tax returns currently under examination by any tax authorities. As of December 31, 2021, the Company has not incurred any penalties or interest under ASC Topic 740, Income Taxes.

ASC Topic 740 prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The Company must determine whether it is more likely than not that a tax position will be sustained upon examination based on the technical merits of the position. The Company’s opinion is that there are no such uncertain tax positions at December 31, 2021 or 2020.

Recently Issued Accounting Standards Not Yet Adopted

ASC Topic 842, Leases, requires lessees to record leases as “right-of-use” assets and lease liabilities on the balance sheet. ASC Topic 842 does not apply to leases of mineral rights. Adoption of ASC 842 is effective for all private companies for fiscal years beginning after December 15, 2021. The Company plans to adopt the standard as of January 1, 2022.

ASU 2016-13 Financial Instruments—Credit Losses is effective for all private companies for fiscal years beginning after December 15, 2022. The update involves measurement of credit losses for most financial assets and certain other instruments not measured at fair value through net income. The Company plans to adopt the standard as of January 1, 2023.

We are currently evaluating the impact that the adoption of these updates will have on our consolidated financial statements and disclosures.

Note 3. Members’ Equity

The Company has issued Class A and B units. The Class A units were issued in consideration for defined capital commitments. Class B units were issued for no consideration to members who were actively involved in the operations of the Company, some of whom were also Class A members.

The Class B units were issued in three tranches from 2012 to 2014. No additional awards have been granted since December 2014.

F-23

BOUNTY MINERALS HOLDINGS LLC

(OUR PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

Note 3. Members’ Equity – continued

As of December 31, 2021 and 2020, the Company had 100,000 Class A units outstanding and 100,000 Class B units outstanding. Per the terms of the Company’s LLC agreement, all available cash and other property, including equity securities, will be distributed to the members as follows: (First), 100% to the Class A members, in proportion to, and to the extent of, each Class A member’s unreturned contribution account until the unreturned contribution account of each Class A member has been reduced to zero, then (Second), 85% to the Class A members (pro rata in accordance with their respective class sharing percentage) and 15% to the Class B members (pro rata in accordance with their respective class sharing percentage).

Profits and losses are determined and allocated with respect to each fiscal year of the Company as of the end of such fiscal year. Profits and losses are allocated among the members in a manner such that the adjusted capital account of each member is, as nearly as possible, equal (proportionately) to the distributions that would be made to such member if the Company were dissolved.

The Company did not have employees prior to 2018. Bounty Investments, LLC (“Bounty Investments”), an entity owned and controlled by the Class A Management Member, provided all administrative support to the Company through December 31, 2017. As the Company had no employees, the Class B units were deemed to have been issued as non-employee share-based awards to the Class B members. The forfeiture provisions of the Company’s LLC agreement dictate when Class B unit forfeiture restrictions lapse, one-third of which lapsed and the awards became non-forfeitable prior to December 31, 2017. The associated share-based compensation was measured and the expense was recognized when the service period was complete in accordance with ASC Topic 505-50, Equity – Equity-Based Payments to Non-Employees. Accordingly, all compensation expense associated with the non-forfeitable awards had been measured and recorded in the respective periods prior to 2018.

There were no forfeitures during 2021 or 2020. Two-thirds of the Class B units remain forfeitable as of December 31, 2021, and the service period will not be deemed complete until the Class A members’ unreturned contribution accounts have been reduced to zero, a change in control or qualified public offering has occurred or the relationship with the Class B member is terminated by the Company. As the Company cannot accurately predict when the service period for the remaining two-thirds of the Class B units will occur, no share-based compensation expense is expected to be recognized for these Class B units until the service period is known and is completed. Compensation expense for the forfeitable units is measured at the adoption date of ASU 2018-07. The estimated unrecognized share-based compensation expense at December 31, 2021 is approximately $6.1 million.

The fair value of the Class B units was estimated using option pricing models which utilized multiple input variables that determined the probability of the Class B unitholders receiving distributions in the future. A volatility assumption based on the historic median volatilities of selected guideline companies and a risk-free rate based on the U.S. Treasury Yield Curve were used.

F-24

BOUNTY MINERALS HOLDINGS LLC

(OUR PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

Note 4. Acquisitions

During 2021 and 2020, the Company entered into purchase agreements to acquire mineral interests from third parties in 49 acres, and 122 acres, respectively, in three states: Ohio, Pennsylvania and West Virginia. The Company invested $316,200 and $889,318 in 2021 and 2020, respectively, which includes the cash purchase price for the mineral interests and transaction costs directly attributable to the acquisitions.

The Company entered into an agreement in 2021 with an operator in Appalachia wherein the operator conveyed approximately 316 net acres located in Monongalia County, West Virginia to Bounty that served as the bonus consideration owed to Bounty for the lease of approximately 775 net acres in Monongalia and Wetzel counties in West Virginia and Greene County, Pennsylvania. The fair market value of the minerals conveyed to Bounty totaled $1,423,714 and is recognized in mineral interests in the accompanying consolidated balance sheets and in lease bonus in the accompanying consolidated statements of operations.

Fair value is defined as the price that would be received to sell an asset in the principal or most advantageous market for the asset in an orderly transaction between market participants on the measurement date. The fair value of the conveyed mineral interests was derived using the income approach based upon an internal estimate of expected future net cash flows including future production on the conveyed mineral interests, prices, and discount rates, which are considered Level 3 inputs under US GAAP. Level 3 inputs are those inputs used to measure fair value that are unobservable and supported by little or no market activity and may reflect the use of significant management judgment.

Note 5. Related Party Transactions

During 2021 and 2020, the Company purchased $316,200 and $889,318, respectively, of mineral interests including title costs, of which $25,517 and $3,054, respectively, was paid through The Caffey Group (“Caffey”), a holder of Class B units that acted as an agent in the purchase of these interests. Certain Caffey employees hold Class A units through Union Appalachian Minerals, LLC and additional Class B units through Liberty Appalachian Minerals, LLC. There were no capitalized brokerage fees paid to Caffey in 2021 or 2020. Expensed brokerage fees paid to Caffey were $84,087 and $212,528 in 2021 and 2020, respectively, for maintenance on existing leases.

Included in accounts payable as of December 31, 2021 and 2020 were $821 and $19,208, respectively, owed to Caffey.

Note 6. Credit Agreement

On September 21, 2017, BMH entered into a revolving credit agreement with Frost Bank secured by certain of the Company’s oil and gas properties. The borrowing base of $15,000,000 was subject to periodic redeterminations. The Company was responsible for a quarterly unused fee equal to one-half of one percent (0.5%) per annum on the unused portion of the borrowing base. The Company paid $38,125 in unused line fees in 2020. The Company never drew on the facility and the credit agreement terminated on July 1, 2020.

F-25

BOUNTY MINERALS HOLDINGS LLC

(OUR PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

Note 7. Commitments and Contingencies

Commitments

The Company has an operating lease for its office space. Rent expense totaled $245,679 for 2021 and $280,420 for 2020. This lease is valid through August 31, 2024. Future lease commitments related to this operating lease are presented below:

Year	Commitment
2022	$	232,171
2023		234,592
2024		158,816
Total	$	625,579

Contingencies

The Company is subject to various proceedings and claims that arise in the ordinary course of business. While these matters involve inherent uncertainty, the Company believes these matters, individually and in the aggregate, will not have a material adverse impact on the financial position, results of operations or cash flows of the Company.

The Company is currently involved in certain litigation related to title disputes and recognized a contingent loss at December 31, 2021 based on the conclusion that a loss is probable. The loss is estimated at the net book value of the disputed acreage, which totals $1,565,290. The loss is included in acquisition and land costs in the accompanying consolidated statements of operations and is recognized as a contingent liability in the accompanying consolidated balance sheets.

Note 8. Subsequent Events

On May 11, 2022, the Company made a cash distribution of approximately $40 million to members.

Note 9. Reserve and Related Financial Data (SMOG)—Unaudited

Oil and Natural Gas Reserves

In accordance with rules and regulations of the SEC applicable to companies involved in oil and natural gas producing activities, proved reserves are those quantities of oil and natural gas, which can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations. To estimate economically recoverable proved reserves and related future net cash flows, we considered many factors and assumptions, including the use of reservoir parameters derived from geological and engineering data that cannot be measured directly, economic criteria based on current costs and the SEC pricing requirements and forecasts of future production rates.

Reserve estimates are inherently imprecise. Accordingly, reserve estimates often differ from the quantities of oil and natural gas that are ultimately recovered.

F-26

BOUNTY MINERALS HOLDINGS LLC

(OUR PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

Note 9. Reserve and Related Financial Data (SMOG)—Unaudited – continued

Our estimated net proved reserves as of December 31, 2021 and December 31, 2020 have been prepared by CG&A, our independent petroleum engineering firm, in accordance with the rules and regulations of the SEC. All of our proved reserves are located in the United States.

(In thousands)	Crude Oil (bbl)			Natural Gas (mcf)			NGL (bbl)			Total (mcfe)
Proved reserve quantities, December 31, 2019		1,039			180,184			5,758			220,966
Revisions		(472	)		(94,948	)		(2,593	)		(113,341	)
Extensions		103			17,133			597			21,332
Divestiture of Reserves		—			—			—			—
Acquisition of Reserves		—			—			—			—
Production		(115	)		(11,087	)		(347	)		(13,854	)
Proved reserve quantities, December 31, 2020		554			91,283			3,416			115,103
Revisions		160			28,365			1,032			35,520
Extensions		248			46,601			1,759			58,641
Divestiture of Reserves		—			—			—			—
Acquisition of Reserves		1			1,084			65			1,484
Production		(101	)		(13,587	)		(503	)		(17,209	)
Proved reserve quantities, December 31, 2021		863			153,746			5,769			193,539
Proved developed reserve quantities:
December 31, 2019		626			72,076			2,662			91,808
December 31, 2020		386			65,492			2,460			82,572
December 31, 2021		490			81,961			3,874			108,145
Proved undeveloped reserve quantities:
December 31, 2019		412			108,108			3,096			129,158
December 31, 2020		168			25,791			955			32,531
December 31, 2021		374			71,786			1,894			85,394

Changes in proved reserves that occurred during 2021 were primarily due to:

• the acquisition of additional mineral interests adding 1.48 Bcfe of proved reserves;

• well additions, extensions and discoveries of approximately 58.64 Bcfe, of which a 26.43 Bcfe increase was attributed to 158 gross well locations that were not previously categorized as proved undeveloped but were drilled during the year resulting in the addition of new proved developed reserves and 32.21 Bcfe was added for 181 gross well locations as new proved undeveloped reserves as the result of continuous activity on our mineral interests;

• positive revision of 35.52 Bcfe, including a 41.02 Bcfe increase due to increased life for 54 gross proved developed wells, and 157 gross proved undeveloped locations running economic at increased SEC pricing, offset by a negative revision of 5.50 Bcfe due to the reclassification of 39 gross well locations to non-proved due to unit configuration (operator updates to existing units and development of new units).

F-27

BOUNTY MINERALS HOLDINGS LLC

(OUR PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

Note 9. Reserve and Related Financial Data (SMOG) – Unaudited – continued

Changes in proved reserves that occurred during 2020 were primarily due to:

• well additions, extensions and discoveries of approximately 21.33 Bcfe, of which a 5.83 Bcfe increase was attributed to 73 gross well locations that were not previously categorized as proved undeveloped but were drilled during the year resulting in the addition of new proved developed reserves and 15.5 Bcfe was added for 182 gross well locations as new proved undeveloped reserves as the result of continuous activity on our mineral interests;

• negative revision of 113.34 Bcfe attributable to the reduction in SEC pricing and decreased operator activity due to a reduction in pricing, of which a 48 Bcfe reduction was due to SEC pricing, as approximately 21.3 Bcfe of this was attributed to reduced economic life and a 26.71 Bcfe reduction due to wells not running economic at reduced pricing, and a 13.61 Bcfe reduction due to 88 gross locations being reclassified to non-proved as a result of decreased operator activity causing future locations to fall outside the SEC five-year rule for PUDs, and a 51.72 Bcfe reduction due to the reclassification of 292 gross well locations in Pennsylvania and West Virginia to non-proved due to the absence of forced pooling.

Between the December 31, 2019 and December 31, 2020 reserves reports, our proved undeveloped (“PUD”) booking methodology expanded to more carefully address land and legal considerations pertaining to permitting and ultimately, bringing a well online. More specifically, we began explicitly considering whether each state and target formation allowed for forced pooling (or equivalent) of acreage where a potential PUD location was not within an existing unit. For those locations not within an existing unit or otherwise permitted, we did not allocate proved reserves as the level of certainty was deemed too low to meet the reasonable certainty threshold in our opinion. While these locations met the technical requirements and represent viable undrilled locations, the more burdensome unitization/pooling process was thought to disqualify these as proved reserves under Rule 4-10(a)(22) of Regulation S-X. The locations in which this re-classification occurred were specifically Pennsylvania across all reservoirs and West Virginia within Marcellus and Upper Devonian reservoirs and the result was comparatively fewer PUDs booked at year-end 2020 versus year-end 2019.

Standardized Measure of Discounted Future Net Cash Flows

The following standardized measure of discounted future net cash flows and changes therein relating to estimated proved reserves have been calculated based on guidelines prescribed in ASC Topic 932, Extractive Industries – Oil and Gas. Assumptions used to compute the standardized measure, including the standard discount rate of ten percent, are prescribed by the FASB and SEC.

F-28

BOUNTY MINERALS HOLDINGS LLC

(OUR PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

Note 9. Reserve and Related Financial Data (SMOG) – Unaudited – continued

These assumptions and any resulting net cash flow calculations do not necessarily reflect the Company’s expectations of actual revenues or present value of reserves.

	For the Years Ended December 31,
	2021			2020
Future cash inflows	$	601,617,536		$	169,506,672
Future production costs		(7,268,800	)		(3,384,208	)
Future income tax expense		—			—
Future net cash flows		594,348,736			166,122,464
10% annual discount		(292,081,152	)		(82,870,560	)
Standardized measure of discounted future net cash flows	$	302,267,584		$	83,251,904

	For the Years Ended December 31,
	2021			2020
Standardized measure of discounted future net cash flows, beginning of the year	$	83,251,904		$	252,778,844
Changes in the year resulting from:
Net change in prices and production costs		102,967,424			(51,527,725	)
Oil, gas and NGL sales (net of royalty deductions and county and other taxes)		(60,076,000	)		(21,259,000	)
Extensions		100,817,361			15,646,894
Acquisition of reserves		1,164,389			—
Divestiture of reserves		—			—
Revisions of previous quantity estimates		63,275,832			(138,978,394	)
Net change in taxes		—			—
Accretion of discount		8,325,190			25,277,884
Timing differences and other		2,541,484			1,313,400
Standardized measure of discounted future net cash flows, ending of the year	$	302,267,584		$	83,251,904

F-29

BOUNTY MINERALS HOLDINGS LLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30, 2022		December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	27,123,491	$	13,555,701
Prepaid expenses		1,283,467		950,044
Accounts receivable		24,235,579		17,006,721
Total current assets		52,642,537		31,512,466
Furniture and equipment, net		36,973		37,259
Mineral interests, net of accumulated depletion		417,267,525		430,757,891
Operating lease right-of-use asset		424,078		—
Total assets	$	470,371,113	$	462,307,616
Liabilities and Members’ Equity
Current liabilities:
Accounts payable		1,916,551		525,017
Contingent liability for title disputes		1,565,290		1,565,290
Current operating lease liability		223,590		—
Total current liabilities		3,705,431		2,090,307
Non-current operating lease liability		202,455		—
Members’ equity		466,463,227		460,217,309
Total liabilities and members’ equity	$	470,371,113	$	462,307,616

See accompanying notes.

F-30

BOUNTY MINERALS HOLDINGS LLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Nine Months Ended September 30,
	2022		2021
Revenue:
Oil and gas royalty	$	83,227,382	$	43,546,789
Lease bonus		20,470,900		3,800,215
Total revenues		103,698,282		47,347,004
Expenses:
Royalty deductions		6,851,156		6,027,336
County and other taxes		331,945		356,474
Acquisition and land costs		2,631		1,670,175
Depletion and depreciation		9,295,428		11,200,263
General and administrative		6,454,106		4,558,315
Loss on sale of minerals		4,072,242		—
Total expenses		27,007,508		23,812,563
Income from operations		76,690,774		23,534,441
Other income (expense):
Other income		1,135,662		1,003
Total other income, net		1,135,662		1,003
Net income	$	77,826,436	$	23,535,444

See accompanying notes.

F-31

BOUNTY MINERALS HOLDINGS LLC

CONDENSED CONSOLIDATED STATEMENT OF MEMBERS’ EQUITY

(Unaudited)

	Total Members’ Equity
Balance at January 1, 2021	$	457,719,438
Members’ distributions		—
Net income		4,786,450
Balance at March 31, 2021		462,505,888
Members’ distributions		(17,500,000	)
Net income		7,312,277
Balance at June 30, 2021	$	452,318,165
Members’ distributions		—
Net income		11,436,717
Balance at September 30, 2021	$	463,754,882
Balance at January 1, 2022	$	460,217,309
Members’ distributions		—
Net income		23,830,001
Balance at March 31, 2022	$	484,047,310
Members’ distributions		(41,991,892	)
Net income		26,190,400
Balance at June 30, 2022	$	468,245,818
Members’ distributions		(29,588,626	)
Net income		27,806,035
Balance at September 30, 2022	$	466,463,227

See accompanying notes.

F-32

BOUNTY MINERALS HOLDINGS LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended September 30,
	2022			2021
Operating Activities:
Net income	$	77,826,436		$	23,535,444
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of right-of-use asset		173,928			—
Depletion and depreciation expense		9,295,428			11,200,263
Mineral conveyance for lease bonus		—			(1,423,714	)
Loss on sale of minerals		4,072,242			—
Changes in operating assets/liabilities:
Accounts receivable		(7,228,858	)		(8,084,890	)
Prepaid expenses		(333,423	)		68,212
Accounts payable and accrued liabilities		1,398,112			2,293,994
Operating lease liabilities		(171,960	)		—
Net cash provided by operating activities		85,031,905			27,589,309
Investing Activities:
Purchases of furniture and equipment		(9,795	)		(17,906	)
Purchases of mineral interests		(6,447	)		(296,552	)
Proceeds from sale of mineral interests		132,645			—
Net cash provided by (used in) investing activities		116,403			(314,458	)
Financing Activities:
Members’ distributions		(71,580,518	)		(17,500,000	)
Net cash used in financing activities		(71,580,518	)		(17,500,000	)
Net change in cash and cash equivalents		13,567,790			9,774,851
Cash and cash equivalents, beginning of period		13,555,701			10,261,843
Cash and cash equivalents, end of period	$	27,123,491		$	20,036,694
Non-cash Investing and Financing Activities:
Conveyance of mineral interests	$	—		$	1,423,714
Additions to ROU asset:
New operating lease liabilities	$	598,006		$	—

See accompanying notes.

F-33

BOUNTY MINERALS HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Nature of Business and Basis of Accounting

Nature of the Business

Bounty Minerals Holdings LLC (the “Company” or “BMH”) was formed in 2012 with the objective of acquiring non-producing mineral interests. The Company currently owns mineral interests in the Appalachian basin which includes the states of Ohio, Pennsylvania and West Virginia. The Company’s corporate offices are located in Fort Worth, Texas.

Basis of Accounting

The accounts are maintained and the financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), except that they do not include all of the notes required for financial statements prepared in conformity with U.S. GAAP. Accordingly, the accompanying unaudited interim financial statements should be read in conjunction with our audited financial statements. The unaudited interim financial statements reflect all normal recurring adjustments that, in the opinion of management, are necessary for a fair representation. The results of operations for the nine months ended September 30, 2022 are not necessarily indicative of the results expected for the entire fiscal year ending December 31, 2022. BMH operates in one segment: oil and natural gas exploration and production.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of Bounty Minerals LLC, Bounty Minerals Management LLC, Bounty Minerals BlockerCo LLC and Bounty Minerals EmployeeCo LLC (“EmployeeCo”), each wholly owned subsidiaries of Bounty Minerals Holdings LLC. All intercompany accounts and transactions have been eliminated in the Company’s consolidated interim financial statements.

Note 2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect certain reported amounts in the financial statements and accompanying notes. Actual results could differ from these estimates and assumptions. Significant estimates with regard to these financial statements include revenue accruals, the estimation of proved oil and gas reserves, the impairment of long-lived assets, including mineral interests, and the estimate of the fair value of share-based compensation.

Significant Accounting Policies

Significant accounting policies are disclosed in the Company’s audited consolidated financial statements and notes for the year ended December 31, 2021. The Company adopted ASC Topic 842, Leases as of January 1, 2022. See further discussion in Note 5. Leases.

F-34

BOUNTY MINERALS HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(continued)

Note 2. Summary of Significant Accounting Policies – continued

There have been no other changes in accounting policies or the application of such policies during the nine months ended September 30, 2022 or 2021.

Mineral Interests

The Company uses the successful efforts method to account for its mineral interests. Under this method, costs of acquiring properties are capitalized and recorded in mineral interests in the accompanying consolidated balance sheets. The Company is organized for the purposes of engaging in the acquisition of oil and natural gas mineral interests and leasing such mineral interests to exploration and production operators while retaining revenue interests. The Company is not obligated for costs relating to the exploration and development of mineral interests acquired.

On August 11, 2022, the Company sold its Anadarko basin mineral interests located in Oklahoma. These minerals were purchased in 2012 and 2013 and were immaterial to operations. The net book value of the properties is $4.2 million, resulting in a loss of approximately $4 million, which is recognized in the accompanying consolidated statements of operations. The Company is now solely focused in the Appalachian basin.

The Company recognized $9,285,488 and $11,189,405 in depletion expense for the nine months ended September 30, 2022 and 2021, respectively. Accumulated depletion at September 30, 2022 and December 31, 2021 is $57,996,083 and $48,852,961, respectively.

Revenue from Contracts with Customers

Accounting Standards Codification Topic (“ASC”) 606, Revenue from Contracts with Customers, requires that an entity recognize revenue at an amount that reflects the consideration to which it expects to be entitled in exchange for transferring goods or services to a customer. It requires the Company to identify performance obligations within its contracts and to allocate transaction prices to those obligations.

Oil and gas royalty revenue

Oil and gas royalty revenue represents the right to receive proceeds from sales of oil, natural gas and natural gas liquids at the wellhead or as the lease dictates. Oil and gas royalty revenue is recognized at the control point at which the product is produced and sold to the purchaser on behalf of Bounty and when payment is reasonably assured.

Certain performance obligations are established in the executed lease agreement (the “contract”), between Bounty and the operator. Bounty, as lessor, exclusively grants the operator, the lessee, access to drill and explore unto the leased premises in return for delivery of the proceeds of its proportionate share of the minerals. The price received is reflected on the royalty revenue check remittance. As the right to oil and gas royalty revenue does not originate until actual production, there are no further performance obligations. However, due to the lag in payment from the operator for certain sales periods and limited third party information, some

F-35

BOUNTY MINERALS HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(continued)

Note 2. Summary of Significant Accounting Policies – continued

expected volumes and prices are estimated and recorded in accounts receivable in the accompanying consolidated balance sheets. Oil and natural gas prices are estimated using an adjusted market index and determined monthly. Any difference between estimated and actual revenue will be recognized when payment is received.

Bounty currently receives monthly revenue checks from approximately 88 oil and gas operators.

The Company has customers concentrated within the same geographical area and industry, and the availability and prices of oil and natural gas affect the nature, amount, timing and uncertainty of any future revenue and cash flows. Royalty deductions on the consolidated statements of operations consist of the Company’s share of expenses for transportation, gathering, compression, processing and severance taxes.

During the nine months ending September 30, 2022 and 2021 the disaggregated revenues from sales of oil, natural gas, NGLs and other royalty payments are as follows:

	For the Nine Months Ended September 30,
	2022		2021
Disaggregated oil and gas royalty revenue:
Natural gas sales	$	59,534,323	$	28,317,440
NGL sales		16,552,764		11,001,624
Oil sales		7,118,198		4,136,964
Other royalty		22,097		90,761
Total oil and gas royalty revenue	$	83,227,382	$	43,546,789

Other royalty includes flat rate, shut-in and gas storage payments.

Lease bonus

In addition to receiving royalty revenue, Bounty also leases its mineral interests to operators in exchange for an upfront lease bonus (and possibly, at a later date, extension) payment. The price is reflected as upfront consideration per net acre in the contract. Any optional lease extension payment is also agreed upon in the oil and gas lease and stated therein.

Once any agreed upon due diligence is performed, the lease is executed and payment is received, there are no additional performance obligations by the lessor or lessee for the lease bonus payment. Lease extension payments may be made at the option of the lessee before the lease terminates with no further action by the lessor.

F-36

BOUNTY MINERALS HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(continued)

Note 2. Summary of Significant Accounting Policies – continued

Income Taxes

The Company is not a taxable entity for state or federal income tax purposes, and thus, no income tax expense has been recorded in the accompanying consolidated financial statements. The members are responsible for state and federal income taxes on their allocable share of the Company’s income.

Share-Based Compensation

From 2012 to 2014, share-based compensation was paid in the form of Class B units to employees and non-employees who provide services to the Company (“Class B members”). There were no further units awarded after 2014. The Class B units awarded are subject to restrictions on transferability, customary forfeiture provisions, and time vesting provisions. There were no forfeitures during 2022 or 2021.

Share-based compensation expense is based on the estimated fair value of the awards in accordance with ASC Topic 718, Stock Compensation, which requires the Company to recognize expenses associated with the Class B units at their estimated grant date fair value.

During 2020, the Company adopted Accounting Standards Update (“ASU”) 2018-07 which supersedes ASC Topic 505-50 and expands the scope of ASC Topic 718 to align the accounting for share-based payments to non-employees with that of share-based accounting for employees, with certain exceptions. This adoption did not result in any cumulative effect adjustment for compensation expense previously recognized for one-third of the Class B units.

Two-thirds of the Class B units remain forfeitable as of September 30, 2022 and the service period will not be deemed complete until the Class A members’ unreturned contribution accounts have been reduced to zero, a change in control or qualified public offering has occurred or the relationship with the Class B member is terminated by the Company. As the Company cannot accurately predict when the service period for the remaining two-thirds of the Class B units will occur, no share-based compensation expense is expected to be recognized for these Class B units until the service period is known and is completed. Compensation expense for the forfeitable units is measured at the adoption date of ASU 2018-07. The estimated unrecognized share-based compensation expense at September 30, 2022 is approximately $6.1 million.

The fair value of the Class B units was estimated using option pricing models which utilized multiple input variables that determined the probability of the Class B unitholders receiving distributions in the future. A volatility assumption based on the historic median volatilities of selected guideline companies and a risk-free rate based on the U.S. Treasury Yield Curve were used.

Note 3. Members’ Equity

The Company has issued Class A and B units. The Class A units were issued in consideration for defined capital commitments. Class B units were issued for no consideration to members who were actively involved in the operations of the Company, some of whom were also Class A members.

F-37

BOUNTY MINERALS HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(continued)

Note 3. Members’ Equity – continued

As of September 30, 2022, the Company had 100,000 Class A units outstanding and 100,000 Class B units outstanding. Per the terms of the Company’s LLC agreement, all available cash and other property, including equity securities, will be distributed to the members as follows: (First), 100% to the Class A members, in proportion to, and to the extent of, each Class A member’s unreturned contribution account until the unreturned contribution account of each Class A member has been reduced to zero, then (Second), 85% to the Class A members (pro rata in accordance with their respective class sharing percentage) and 15% to the Class B members (pro rata in accordance with their respective class sharing percentage).

Profits and losses are determined and allocated with respect to each fiscal year of the Company as of the end of such fiscal year. Profits and losses are allocated among the members in a manner such that the adjusted capital account of each member is, as nearly as possible, equal (proportionately) to the distributions that would be made to such member if the Company were dissolved.

Note 4. Acquisitions

During the nine months ended September 30, 2021, the Company entered into purchase agreements to acquire mineral interests from third parties in 40 acres in three states: Ohio, Pennsylvania and West Virginia. The Company invested $283,678 which includes the cash purchase price for the mineral interests and transaction costs directly attributable to the acquisitions. There were no acquisitions for the nine months ended September 30, 2022.

The Company entered into an agreement in May 2021 with an operator in Appalachia wherein the operator conveyed approximately 316 net acres located in Monongalia County, West Virginia to Bounty that served as the bonus consideration owed to Bounty for the lease of approximately 775 net acres in Monongalia and Wetzel counties in West Virginia and Greene County, Pennsylvania. The fair market value of the minerals conveyed to Bounty totaled $1,423,714 and is recognized in mineral interests in the accompanying condensed consolidated balance sheets and in lease bonus in the accompanying condensed consolidated statements of operations for the nine months ended September 30, 2021.

Fair value is defined as the price that would be received to sell an asset in the principal or most advantageous market for the asset in an orderly transaction between market participants on the measurement date. The fair value of the conveyed mineral interests was derived using the income approach based upon an internal estimate of expected future net cash flows including future production on the conveyed mineral interests, prices, and discount rates, which are considered Level 3 inputs under US GAAP. Level 3 inputs are those inputs used to measure fair value that are unobservable and supported by little or no market activity and may reflect the use of significant management judgment.

Note 5. Leases

ASC Topic 842, Leases, requires lessees to record leases as right-of-use (“ROU”) assets and lease liabilities on the balance sheet. ROU assets represent the right to use an underlying asset for the lease term and operating lease liabilities represent the obligation to make lease payments arising from the lease. The Company adopted the standard as of January 1, 2022.

F-38

BOUNTY MINERALS HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(continued)

Note 5. Leases – continued

The Company elected to apply the transition guidance under ASU 2018-11, “Leases (Topic 842) Targeted Improvements,” in which ASC 842 is applied at the adoption date, while the comparative periods will continue to be reported in accordance with historic accounting under ASC 840. This standard does not apply to leases to explore for or use minerals, oil or gas resources, including the right to explore for those natural resources and rights to use the land in which those natural resources are contained.

ASC 842 allowed for the election of certain practical expedients at adoption to ease the burden of implementation. At implementation, the Company elected to (i) maintain the historical lease classification for leases prior to January 1, 2022, (ii) use historical practices in assessing the lease term of existing contracts at adoption, (iii) combine lease and non-lease components of a contract as a single lease and (iv) not record short-term leases in the consolidated balance sheet, all in accordance with ASC Topic 842.

The Company enters into leasing transactions as a lessee and determines if an arrangement is a lease at inception of the arrangement and classifies any lease as an operating lease or a finance lease, depending on the lease classification guidance. We currently do not have any finance leases.

Our operating lease is reflected as an operating lease ROU asset, current operating lease liability and non-current operating lease liability on our consolidated balance sheets. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.

Nature of Lease

The Company leases office space for its headquarters in Fort Worth, Texas. The current lease term expires August 31, 2024. Upon completion of the current term, both parties have substantive rights to terminate the lease. The office lease requires monthly lease payments that may be subject to annual increases throughout the lease term and includes a renewal option at the election of the Company to extend the lease for two years. This optional period has not been included in the lease term in the determination of the operating lease ROU asset or operating lease liabilities associated with this lease as the Company did not consider it reasonably certain it would exercise the option.

Discount Rate

Our office lease agreement does not provide an implicit rate. Accordingly, we are required to use our incremental borrowing rate in determining the present value of lease payments based on the information available at commencement date. The incremental borrowing rate used to calculate present value is 3.5% which reflects the estimated rate of interest that we would pay to borrow on a collateralized basis over a similar term in an amount equal to the lease payments in a similar economic environment.

Rent expense on this operating lease is recognized over the current term of the lease on a straight-line basis. Rent expense for the nine months ended September 30, 2022 and 2021, was $187,734 and $185,954 respectively.

F-39

BOUNTY MINERALS HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(continued)

Note 5. Leases – continued

The table below presents the maturity of the Company’s lease liabilities as of September 30, 2022.

Year	Commitment
2022 Remaining	$	58,194
2023		234,592
2024		158,816
Total lease payments	$	451,602
Less imputed interest	$	(25,556	)
Total lease liabilities	$	426,046

Note 6. Commitments and Contingencies

Contingencies

The Company is subject to various proceedings and claims that arise in the ordinary course of business. While these matters involve inherent uncertainty, the Company believes these matters, individually and in the aggregate, will not have a material adverse impact on the financial position, results of operations or cash flows of the Company.

The Company is currently involved in certain title dispute litigation related to the Ohio Dormant Minerals Act and recognized a contingent loss at June 30, 2021 based on the conclusion that a loss is probable. The loss is estimated at the net book value of the disputed acreage, which totals $1,565,290. The loss is included in acquisition and land costs in the accompanying consolidated statements of operations for the nine months ended September 30, 2021 and is recognized as a contingent liability in the accompanying consolidated balance sheets.

Note 7. Subsequent Events

The Company has evaluated subsequent events through November 22, 2022, the date the financial statements were available to be issued.

On November 14, 2022, the Company made a cash distribution of $35 million to members.

F-40

ANNEX A

GLOSSARY OF OIL AND NATURAL GAS TERMS

The following are abbreviations and definitions of certain terms used in this document, which are commonly used in the oil and natural gas industry:

3P. The sum of all proven, probable and possible reserves.

Analogous reservoir. Analogous reservoirs, as used in resources assessments, have similar rock and fluid properties, reservoir conditions (depth, temperature and pressure) and drive mechanisms, but are typically at a more advanced stage of development than the reservoir of interest and thus may provide concepts to assist in the interpretation of more limited data and estimation of recovery. When used to support proved reserves, an analogous reservoir refers to a reservoir that shares the following characteristics with the reservoir of interest: (i) same geological formation (but not necessarily in pressure communication with the reservoir of interest); (ii) same environment of deposition; (iii) similar geological structure; and (iv) same drive mechanism. For a complete definition of analogous reservoir, refer to the SEC’s Regulation S-X, Rule 4-10(a)(2).

Basin. A large natural depression on the earth’s surface in which sediments generally brought by water accumulate.

Bbl. One stock tank barrel of 42 U.S. gallons liquid volume used herein in reference to crude oil, condensate or NGLs.

Boe. One barrel of oil equivalent, calculated by converting natural gas to oil equivalent barrels at a ratio of six Mcf of natural gas to one Bbl of oil. This is an energy content correlation and does not reflect a value or price relationship between the commodities.

Boe/d. One Boe per day.

British thermal unit or Btu. The quantity of heat required to raise the temperature of a one-pound mass of water from 58.5 to 59.5 degrees Fahrenheit.

Completion. Installation of permanent equipment for production of natural gas, NGLs or oil or, in the case of a dry well, to reporting to the appropriate authority that the well has been abandoned.

Condensate. A mixture of hydrocarbons that exists in the gaseous phase at original reservoir temperature and pressure, but that, when produced, is in the liquid phase at surface pressure and temperature.

Development costs. Costs incurred to obtain access to proved reserves and to provide facilities for extracting, treating, gathering and storing natural gas, NGLs and oil. For a complete definition of development costs, refer to the SEC’s Regulation S-X, Rule 4-10(a)(7).

Development project. The means by which petroleum resources are brought to the status of economically producible. As examples, the development of a single reservoir or field, an incremental development in a producing field or the integrated development of a group of several fields and associated facilities with a common ownership may constitute a development project.

A-1

Development well. A well drilled within the proved area of an oil or natural gas reservoir to the depth of a stratigraphic horizon known to be productive.

Differential. An adjustment to the price of oil or natural gas from an established spot market price to reflect differences in the quality and/or location of oil or natural gas.

Drilling spacing unit or DSU. Areas designated in a spacing order or unit designation as a unit and within which operators drill wellbores to develop our oil and natural gas rights.

Dry hole or dry well. A well found to be incapable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of such production exceed production expenses and taxes.

DUCs. Gross drilled but uncompleted horizontal wells.

Economically producible. The term economically producible, as it relates to a resource, means a resource that generates revenue that exceeds, or is reasonably expected to exceed, the costs of the operation. For a complete definition of economically producible, refer to the SEC’s Regulation S-X, Rule 4-10(a)(10).

Estimated ultimate recovery. The sum of reserves remaining as of a given date and cumulative production as of that date.

Field. An area consisting of a single reservoir or multiple reservoirs all grouped on, or related to, the same individual geological structural feature or stratigraphic condition. The field name refers to the surface area, although it may refer to both the surface and the underground productive formations. For a complete definition of field, refer to the SEC’s Regulation S-X, Rule 4-10(a)(15).

Formation. A layer of rock that has distinct characteristics that differs from nearby rock.

Gross acres. The total acres or wells, as the case may be, in which a mineral or royalty interest is owned.

Gross well. A well in which a mineral interest is owned.

Held by production. Acreage covered by a mineral lease that perpetuates a company’s right to operate a property as long as the property produces a minimum paying quantity of natural gas, NGLs or oil.

Horizontal drilling. A drilling technique used in certain formations where a well is drilled vertically to a certain depth and then drilled at a right angle within a specified interval.

MBbl. One thousand barrels of crude oil, condensate or NGLs.

Mcf. One thousand cubic feet of natural gas.

Mcfe. One thousand cubic feet of natural gas equivalent, determined by using the ratio of six Mcf of natural gas to one Bbl of crude oil, condensate of natural gas liquids.

Mcf/d. One Mcf per day.

Mcfe/d. One Mcfe per day.

A-2

MMBbl. One million barrels of crude oil, condensate or NGLs.

MMBtu. One million British thermal units.

MMcf. One million cubic feet of natural gas.

MTPA. One million tons per annum of LNG.

Net mineral acres. The total gross acres in which an owner owns a mineral or royalty interest without giving effect to the incorporation of such acreage into a larger DSU. For example, an owner who owns a 25%, or 1/4^th, royalty interest in 100 acres has 100 net mineral acres.

Net production. Production on our properties calculated net to our royalty interests.

Net revenue interest. The net royalty, overriding royalty, production payment and net profits interests in a particular tract or well.

Net well. Represents a 100% net revenue interest in a single gross well, calculated by multiplying the number of gross wells in which a mineral interest is owned by the interest in such wells. An owner with a 1.0% interest in 100 wells would own one gross well (100 multiplied by 1.0% = 1).

NGLs. Natural gas liquids. Hydrocarbons found in natural gas that may be extracted as liquefied petroleum gas and natural gasoline.

NRAs (1/8 Basis) or net royalty acres (1/8 Basis). The hypothetical number of acres in which an owner owns a standardized 12.5%, or 1/8^th, royalty interest based on the actual number of net mineral acres in which such owner has an interest and the average royalty interest such owner has in such net mineral acres. For example, an owner who has a 25%, or 1/4^th, royalty interest in 100 net mineral acres would hypothetically own 200 NRAs on a 1/8^th basis (100 multiplied by 25% divided by 12.5%).

NRAs (Actual 100% Basis) or net royalty acres (Actual or 100% Basis). The actual number of acres in which an owner owns a standardized 100% royalty interest based on the actual number of net mineral acres in which such owner has an interest and the average royalty interest such owner has in such net mineral acres. For example, an owner who has a 25%, or 1/4^th, royalty interest in 100 net mineral acres would own 25 NRAs on an actual or a 100% basis (100 multiplied by 25%).

NYMEX. The New York Mercantile Exchange.

Operator. The individual or company responsible for the development and/or production of an oil or natural gas well or lease.

Play. A geographic area with hydrocarbon potential.

Possible reserves. Reserves that are less certain to be recovered than probable reserves.

Probable reserves. Reserves that are less certain to be recovered than proved reserves but that, together with proved reserves, are as likely as not to be recovered.

Productive well. A well that is found to be capable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of the production exceed production expenses and taxes.

A-3

Prospect. A specific geographic area that, based on supporting geological, geophysical or other data and also preliminary economic analysis using reasonably anticipated prices and costs, is deemed to have potential for the discovery of commercial hydrocarbons.

Proved area. The part of a property to which proved reserves have been specifically attributed.

Proved developed reserves. Reserves that can be expected to be recovered through (i) existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared with the cost of a new well or (ii) through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.

Proved reserves. Those quantities of natural gas, NGLs and oil that, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time. For a complete definition of proved oil and natural gas reserves, refer to the SEC’s Regulation S-X, Rule 4-10(a)(22).

Proved undeveloped reserves or PUDs. Proved reserves that are expected to be recovered from new wells on undrilled acreage or from existing wells where a relatively major expenditure is required for recompletion. Undrilled locations can be classified as having proved undeveloped reserves only if a development plan has been adopted indicating that such locations are scheduled to be drilled within five years, unless specific circumstances justify a longer time.

Realized price. The cash market price less all expected quality, transportation and demand adjustments.

Reasonable certainty. A high degree of confidence that quantities will be recovered. For a complete definition of reasonable certainty, refer to the SEC’s Regulation S-X, Rule 4-10(a)(24).

Recompletion. The completion for production of an existing wellbore in another formation from that which the well has been previously completed.

Reliable technology. Reliable technology is a grouping of one or more technologies (including computational methods) that has been field tested and has been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation.

Reserves. Estimated remaining quantities of oil and natural gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and natural gas or related substances to market and all permits and financing required to implement the project. Reserves should not be assigned to adjacent reservoirs isolated by major, potentially sealing, faults until those reservoirs are penetrated and evaluated as economically producible. Reserves should not be assigned to areas that are clearly separated from a known accumulation by a non-productive reservoir (i.e., absence of reservoir, structurally low reservoir or negative test results). Such areas may contain prospective resources (i.e., potentially recoverable resources from undiscovered accumulations).

A-4

Reservoir. A porous and permeable underground formation containing a natural accumulation of producible oil and/or natural gas that is confined by impermeable rock or water barriers and is individual and separate from other reservoirs.

Resources. Quantities of natural gas, NGLs and oil estimated to exist in naturally occurring accumulations. A portion of the resources may be estimated to be recoverable and another portion may be considered to be unrecoverable. Resources include both discovered and undiscovered accumulations.

Royalty. An interest in an oil and natural gas lease that gives the owner the right to receive a portion of the production from the leased acreage (or of the proceeds from the sale thereof), but does not require the owner to pay any portion of the production or development costs on the leased acreage. Royalties may be either landowner’s royalties, which are reserved by the owner of the leased acreage at the time the lease is granted, or overriding royalties, which are usually reserved by an owner of the leasehold in connection with a transfer to a subsequent owner.

Spacing. The distance between wells producing from the same reservoir. Spacing is often expressed in terms of acres, e.g., 40-acre spacing, and is often established by regulatory agencies.

Spot market price. The cash market price without reduction for expected quality, transportation and demand adjustments.

Success rate. The percentage of wells drilled that produce hydrocarbons in commercial quantities.

Undeveloped acreage. Lease acreage on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of natural gas, NGLs or oil regardless of whether such acreage contains proved reserves.

Unit. The joining of all or substantially all interests in a reservoir or field, rather than a single tract, to provide for development and operation without regard to separate property interests. Also, the area covered by a unitization agreement.

Weighted Average Royalty. The weighted average of our royalty interests is used to approximate the average net royalty acres for our mineral interests. Calculated as the sum of the products of net mineral acres and royalty percentage, divided by the total royalty percentage.

Wellbore. The hole drilled by the bit that is equipped for natural gas production on a completed well. Also called well or borehole.

Working interest. The right granted to the lessee of a property to develop, produce and own natural gas, NGLs, oil or other minerals. The working interest owners bear the exploration, development and operating costs on either a cash, penalty or carried basis.

A-5

Bounty Minerals, Inc.

Class A Common Stock

Preliminary Prospectus

RAYMOND JAMES STIFEL

STEPHENS INC.

                    , 2022

Until                , 2023 (25 days after commencement of this offering), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth an itemized statement of the amounts of all expenses (excluding underwriting discounts and commissions) payable by us in connection with the registration of the shares of Class A common stock offered hereby. With the exception of the SEC registration fee, the FINRA filing fee and the NYSE listing fee, the amounts set forth below are estimates.

SEC registration fee	$	11,020.00
FINRA filing fee		15,500.00
NYSE listing fee			*
Accounting fees and expenses			*
Legal fees and expenses			*
Printing and engraving expenses			*
Transfer agent and registrar fees			*
Miscellaneous			*
Total	$		*

* To be provided by amendment.

Item 14. Indemnification of Directors and Officers

As permitted by Section 145 of the DGCL, our amended and restated bylaws that will be in effect upon completion of this offering provide that:

• we shall indemnify our directors and executive officers to the fullest extent permitted by the DGCL, subject to limited exceptions, and that we may indemnify other officers, employees or other agents;

• we shall advance expenses to our directors and executive officers in connection with a legal proceeding to the fullest extent permitted by the DGCL, subject to limited exceptions; and

• the rights provided in our bylaws are not exclusive.

Any amendment to, or repeal of, these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission or claim that occurred or arose prior to that amendment or repeal. If the DGCL is amended to provide for further limitations on the personal liability of directors or officers of corporations, then the personal liability of our directors and officers will be further limited to the fullest extent permitted by the DGCL.

In addition, we intend to enter into indemnification agreements with our current directors and officers containing provisions that are in some respects broader than the specific indemnification provisions contained in the DGCL. The indemnification agreements will require us, among other things, to indemnify our non-executive directors or officers, as applicable, against certain liabilities that may arise by reason of their status or service as non-executive directors or officers, as applicable, and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified. We also intend to enter into indemnification agreements with our future directors and officers.

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We intend to maintain liability insurance policies that indemnify our directors and officers against various liabilities, including certain liabilities arising under the Securities Act and the Exchange Act, that may be incurred by them in their capacity as such.

The proposed form of Underwriting Agreement to be filed as Exhibit 1.1 to this registration statement provides for indemnification of our directors and officers by the underwriters against certain liabilities arising under the Securities Act or otherwise in connection with this offering.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 15. Recent Sales of Unregistered Securities

On June 20, 2022, the registrant issued 1,000 shares of common stock, par value $0.01 per share, to Bounty LLC for aggregate consideration of $100.00.

The offer, sale and issuance of the securities described above were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering. The recipient of securities in this transaction acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof. No underwriters were involved in the above transaction.

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Item 16. Exhibits

(a) Exhibits

Exhibit Number	Description
1.1	Form of Underwriting Agreement
*3.1	Certificate of Incorporation of Bounty Minerals, Inc.
3.2	Form of Amended and Restated Certificate of Incorporation of Bounty Minerals, Inc.
*3.3	Bylaws of Bounty Minerals, Inc.
3.4	Form of Amended and Restated Bylaws of Bounty Minerals, Inc.
*4.1	Form of Class A Common Stock Certificate
4.2	Form of Registration Rights Agreement
5.1	Form of Opinion of Kirkland & Ellis LLP as to the legality of the securities being registered
10.1†	Form of Bounty Minerals, Inc. Long-Term Incentive Plan
10.2	Form of Amended and Restated Limited Liability Company Agreement of Bounty Minerals Holdings LLC
10.3†	Form of Indemnification Agreement between Bounty Minerals, Inc. and each of the directors and officers thereof
*21.1	Subsidiaries of Bounty Minerals, Inc.
23.1	Consent of Ernst & Young LLP (Bounty Minerals, Inc. and Bounty Minerals Holdings LLC)
23.2	Consent of Cawley, Gillespie & Associates, Inc.
23.3	Consent of Kirkland & Ellis LLP (included as part of Exhibit 5.1 hereto)
*24.1	Power of Attorney (included on the signature page of this Registration Statement)
*99.1	Cawley, Gillespie & Associates, Inc. Summary of Reserves of Bounty Resources, LLC at December 31, 2021
*99.2	Cawley, Gillespie & Associates, Inc. Summary of Reserves of Bounty Resources, LLC at December 31, 2020
*99.3	Cawley, Gillespie & Associates, Inc. Summary of Reserves of Bounty Resources, LLC at June 30, 2022
*99.4	Consent of Jennifer Dempsey, Director Nominee
*99.5	Consent of Courtney Bass, Director Nominee
*99.6	Consent of John C. Goff, Director Nominee
*99.7	Consent of Ricky Brown, Director Nominee
*99.8	Consent of Billy Rosenthal, Director Nominee
*99.9	Consent of James A. Winne III, Director Nominee
*107	Calculation of Filing Fee Table

* Previously Filed

** To be filed by amendment.

† Compensatory plan or arrangement.

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(b) Financial Statement Schedules. Financial statement schedules are omitted because the required information is not applicable, not required or included in the financial statements or the notes thereto included in the prospectus that forms a part of this registration statement.

Item 17. Undertakings

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Worth, State of Texas, on December 1, 2022.

BOUNTY MINERALS, INC.
By:	/s/ I. Jon Brumley
Name:	I. Jon Brumley
Title:	Executive Chairman

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons and in the capacities indicated on December 1, 2022.

Signature	Title
/s/ I. Jon Brumley I. Jon Brumley	Executive Chairman
/s/ Tracie Palmer Tracie Palmer	Chief Executive Officer and President (Principal Executive Officer)
* Kathy Van Zandt	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

*By:	/s/ Tracie Palmer
	Tracie Palmer
	Attorney-in-fact

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EX-1.1

Exhibit 1.1

[•] Shares^*

BOUNTY MINERALS, INC.

Class A Common Stock

UNDERWRITING AGREEMENT

St. Petersburg, Florida

[•], 2023

Raymond James & Associates, Inc.

As representative of the several underwriters

listed on Schedule I hereto

880 Carillon Parkway

St. Petersburg, Florida 33716

Ladies and Gentlemen:

Bounty Minerals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of [•] shares of its Class A common stock, $0.01 par value per share (the “Class A Common Stock”). Such aggregate of [•] shares to be purchased from the Company by the Underwriters are called the “Firm Shares.” In addition, the Company has agreed to issue and sell to the Underwriters, upon the terms and conditions stated herein, up to an additional [•] shares of Class A Common Stock (the “Additional Shares”) to cover over-allotments by the Underwriters, if any. The Firm Shares and the Additional Shares are collectively referred to in this agreement (this “Agreement”) as the “Shares.” As part of the offering contemplated by this Agreement, the Representative (as defined below) has agreed to reserve out of the Firm Shares purchased by it under this Agreement up to 5% of the Class A common stock for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Prospectus (as defined in Section 1.1.1(a)) under the heading “Underwriting” (the “Directed Share Program”). The Firm Shares to be sold by the Representative pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Representative pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. Raymond James & Associates, Inc. is acting as the representative of the Underwriters and in such capacity is referred to in this

Agreement as the “Representative” or “you.” The Company and Bounty Minerals Holdings LLC (“Bounty LLC”) are hereinafter referred to as the “Company Parties.” The Company Parties and the Underwriters are referred to in this Agreement collectively as the “Parties” and individually as a “Party.”

^*  Plus an additional [•] shares subject to Underwriter’s over-allotment option.

The Company is a Delaware corporation that was formed in contemplation of the proposed issuance and sale of the Shares (the “Offering”). It is understood and agreed to by the Parties that immediately prior to the initial closing of the Offering, the Company will enter into certain corporate reorganization transactions (the “Corporate Reorganization”), pursuant to which the following transactions, among others, will occur (as further described under the headings “Corporate Reorganization” and “Use of Proceeds” in the Prospectus):

a) all of the outstanding membership interests in Bounty LLC will be converted into a single class of common units in Bounty LLC (the “Bounty LLC Units”);

b) the Company will issue [•] shares of Class A Common Stock to purchasers in the Offering in exchange for the proceeds of the Offering;

c) certain of the Company’s management and Bounty LLC’s investors (the “Existing Owners”) will receive a number of shares of Class B common stock, $0.01 par value per share (the “Class B Common Stock” and, together with Class A Common Stock, “Common Stock”), of the Company equal to the number of Bounty LLC Units held by such Existing Owner, following the Offering; and

d) the Company will contribute, directly or indirectly, the net proceeds of the Offering to Bounty LLC in exchange for an additional number of Bounty LLC Units such that the Company holds, directly or indirectly, a total number of Bounty LLC Units equal to the number of shares of Class A Common Stock outstanding following the Offering.

The Company Parties wish to confirm as follows its agreement with you and the Underwriters in connection with the several purchases of the Shares from the Company.

1. Representations and Warranties of the Company Parties.

1.1. Representations and Warranties of the Company Parties.

1.1.1. The Company hereby represents and warrants to, and agrees with, each Underwriter, that:

(a) A registration statement on Form S-1 (File No. 333-268279), including a preliminary prospectus, relating to the Shares (i) has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) has been filed with the Commission under the Act; and (iii) has become effective under the Act. As used in this Agreement:

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(i) “Applicable Time” means [•] [A.M.][P.M.] (New York City time) on [•], 2022;

(ii) “Effective Date” means the date at which such registration statement, or the most recent post-effective amendment thereto, was declared effective by the Commission in accordance with the rules and regulations under the Act;

(iii) “Free Writing Prospectus” means each “free writing prospectus” (as defined in Rule 405 under the Act);

(iv) “Issuer Free Writing Prospectus” means each “issuer free writing prospectus” (as defined in Rule 433 under the Act), including, without limitation, any “free writing prospectus” (as defined in Rule 405) relating to the Shares that is (i) required to be filed with the Commission by the Company, (ii) a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because it contains a description of the Shares or of the offering thereof that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g);

(v) “Preliminary Prospectus” means any preliminary prospectus relating to the Shares included in such registration statement or filed with the Commission pursuant to Rule 424(b) under the Act;

(vi) “Prospectus” means the final prospectus relating to the Shares, as filed with the Commission pursuant to Rule 424(b) under the Act;

(vii) “Registration Statement” means such registration statement, as amended as of the Effective Date, including any Preliminary Prospectus or the Prospectus, all exhibits to such registration statement and including the information deemed by virtue of Rule 430A under the Act to be part of such registration statement as of the Effective Date;

(viii) “Rule 462(b) Registration Statement” means any registration statement filed by the Company with the Commission to register Additional Shares pursuant to Rule 462(b) under the Act;

(ix) “Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) or Rule 163B of the Act;

(x) “Time of Sale Information” means, as of the Applicable Time, the most recent Preliminary Prospectus, together with the information included in Schedule II(a) hereto and each Issuer Free Writing Prospectus filed or used by the Company at or before the Applicable Time, other than a road show, that is an Issuer Free Writing Prospectus but is not required to be filed under Rule 433 under the Act; and

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(xi) “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act.

Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement or filed pursuant to Rule 424(b) under the Act prior to or on the date hereof. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending the effectiveness of the Registration Statement, and no proceeding or examination for such purpose has been instituted or, to the knowledge of the Company, threatened by the Commission.

(b) From the time of the initial confidential submission of the Registration Statement with the Commission (or, if earlier, the first date on which the Company engaged directly or through any person authorized to act on its behalf in any Testing-the-Waters Communications) through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Act (an “Emerging Growth Company”).

(c) The Company (i) has not engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with, the consent of the Representative and (ii) has not authorized anyone other than the Representative to engage in any Testing-the-Waters Communications. The Company reconfirms that the Representative has been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Testing-the-Waters Communications other than those listed on Schedule II(b) hereto. The Company has filed publicly on the Commission’s EDGAR database at least fifteen (15) calendar dates prior to any “road show” (as defined in Rule 433 under the Act), any confidentially submitted registration statements and amendments thereto relating to the offer and sale of the Shares.

(d) The Company was not at the time of initial filing of the Registration Statement and at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Shares, is not on the date hereof and will not be on the applicable Delivery Date (as defined in Section 3.3), an “ineligible issuer” (as defined in Rule 405 under the Act).

(e) The Registration Statement conformed and will conform in all material respects on the Effective Date and on the applicable Delivery Date, and any amendment to the Registration Statement filed after the date hereof will conform in all material respects when filed, to the applicable requirements of the Act and the rules and regulations thereunder. The Prospectus will conform, in all material respects when filed with the Commission pursuant to Rule 424(b) under the Act and on the applicable Delivery Date to the requirements of the Act and the rules and regulations thereunder.

(f) The Registration Statement did not, as of the Effective Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 6.11.

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(g) On the date of this Agreement, on the Effective Time and on the applicable Delivery Date, each Registration Statement, the Prospectus, any prospectus wrapper, and any Issuer Free Writing Prospectus complied or will comply in all material respects, and such documents and any further amendments or supplements thereto will comply in all material respects, with any applicable laws or regulations of each jurisdiction in which the Prospectus, any prospectus wrapper or any Issuer Free Writing Prospectus, as amended or supplemented, if applicable, are distributed in connection with the Directed Share Program.

(h) The Prospectus will not, as of its date or as of the applicable Delivery Date, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 6.11.

(i) The Time of Sale Information did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Time of Sale Information in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 6.11.

(j) Each Issuer Free Writing Prospectus listed in Schedule II(a) hereto, when taken together with the Time of Sale Information, did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from such Issuer Free Writing Prospectus listed in Schedule II(a) hereto in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 6.11. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the Offering and sale of the Shares or until any earlier date that the Company notified or notifies the Representative as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement in any material respect. If at any time following issuance of an Issuer Free Writing Prospectus, at a time when a prospectus relating to the Shares is (or but for the exemption of Rule 172 under the Act would be) required to be delivered under the Act by any Underwriter or dealer, there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement in any material respect or as a result of which such Issuer

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Free Writing Prospectus, if republished immediately following such event or development, would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representative and (ii) the Company has promptly amended or supplemented or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

(k) No Written Testing-the-Waters Communication, as of the Applicable Time, when taken together with the Time of Sale Information, contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from such Written Testing-the-Waters Communication listed on Schedule II(b) hereto in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 6.11.

(l) Each Issuer Free Writing Prospectus, conformed or will conform in all material respects to the requirements of the Act and the rules and regulations thereunder on the date of first use, and the Company has complied or will comply with all prospectus delivery and any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to the Act and rules and regulations thereunder. The Company has not made any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representative. The Company has retained in accordance with the Act and the rules and regulations thereunder all Issuer Free Writing Prospectuses that were not required to be filed pursuant to the Act and the rules and regulations thereunder. The Company has taken all actions necessary so that any “road show” (as defined in Rule 433 under the Act) in connection with the offering of the Shares will not be required to be filed pursuant to the Act and the rules and regulations thereunder.

(m) On each of (i) the date hereof, (ii) the Closing Date and (iii) any Additional Closing Date: (A) after giving effect to the Corporate Reorganization, the capitalization of the Company is as set forth in the Registration Statement, the Time of Sale Information and the Prospectus; (B) the outstanding shares of capital stock of the Company (including, for the avoidance of doubt, the Shares to be issued and sold to the Underwriters by the Company hereunder), after giving effect to the Corporate Reorganization, will have been duly authorized and will be, and, when the Shares have been delivered and paid for in accordance with this Agreement on each Closing Date, such Shares will have been, validly issued, fully paid, nonassessable and free of any preemptive or similar right that entitle or may entitle any person to acquire any Shares upon the issuance thereof by the Company; (C) except as set forth in the Registration Statement, the Time of Sale Information and the Prospectus, neither the Company or Bounty LLC is a party to or bound by any outstanding options, warrants, or similar rights to subscribe for, or contractual obligations to issue, sell, transfer or acquire, any shares of capital stock of the Company or equity interests of Bounty LLC, respectively, or any securities or obligations of the Company or Bounty LLC, respectively, convertible into, or exercisable or exchangeable for, any such shares of capital stock of the Company or equity interests of Bounty LLC, as applicable; and (D) the Common Stock and the Bounty LLC Units conforms in all material respects to the description thereof in the Registration Statement, the Time of Sale Information and the Prospectus (or any amendment or supplement thereto) and to the description of such Shares contained in the Prospectus.

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(n) Each of the Company and its Subsidiaries (as defined below) is (i) duly incorporated or organized and validly existing as a corporation, limited liability company or other organization and in good standing under the laws of the jurisdiction of its incorporation or organization with full corporate or organizational power and authority to own, lease and operate its properties and to conduct its business as presently conducted and as described in the Registration Statement, the Time of Sale Information and the Prospectus (and any amendment or supplement thereto) and, in the case of the Company, to execute and perform its obligations under this Agreement and (ii) duly registered and qualified to conduct its business and is in good standing in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure to so register or qualify has not had or would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the condition (financial or otherwise), business, properties, net worth, results of operations or prospects of the Company and its Subsidiaries taken as a whole (a “Material Adverse Effect”). After giving effect to the Corporate Reorganization, the Company will not own or control, directly or indirectly, any equity or long-term debt securities of any corporation, limited liability company, partnership, joint venture, association or other entity other than the subsidiaries listed on Schedule IV hereto (the “Subsidiaries”).

(o) The issued equity interests of each of the Subsidiaries have been, or will be as of the Closing Date, duly authorized and validly issued, are, or will be as of the Closing Date, fully paid and nonassessable and are, or will be as of the Closing Date, owned, directly or indirectly through one or more of the other Subsidiaries, by the Company free and clear of any liens, encumbrances and defects, except as disclosed in the Registration Statement and the Time of Sale Information and, after giving affect to the Corporate Reorganization, Bounty LLC; assuming no purchase of the Additional Shares, after giving effect to the Corporate Reorganization and the offering of the Firm Shares as contemplated herein and the use of proceeds therefrom, the Company will own [•] Bounty LLC Units and will be the managing member of Bounty LLC.

(p) There are no legal, governmental or regulatory proceedings pending or, to the knowledge of the Company, threatened, against the Company or its Subsidiaries or to which the Company or its Subsidiaries or any of their respective properties are subject, that are required to be described in the Registration Statement or the Prospectus (or any amendment or supplement thereto) but are not described as required. Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, there is no action, suit, inquiry, proceeding or investigation by or before any court or governmental or other regulatory or administrative agency or commission pending or, to the knowledge of the Company, threatened, against or involving the Company or its Subsidiaries, which might individually or in the aggregate prevent or adversely affect the transactions contemplated by this Agreement or result in a Material Adverse Effect, nor to the Company’s knowledge after reasonable investigation, is there any basis for any such action, suit, inquiry, proceeding or investigation. There is no such action, suit, inquiry, proceeding or investigation against any current or, to the knowledge of the Company, former director or officer of the Company or any of its Subsidiaries with respect to which the Company or any of its Subsidiaries has, or is reasonably likely to have, an indemnification obligation.

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(q) There are no Existing Instruments (as defined in Section 1.1.1(r) hereof) to which the Company or any of its Subsidiaries is a party or by which any of their respective properties may be bound, or any other documents, that are required to be described, filed as an exhibit to the Registration Statement, the Time of Sale Information or the Prospectus (or any amendment or supplement thereto) that are not fairly described, filed or incorporated by reference in the Registration Statement, the Time of Sale Information or the Prospectus as required by the Act. All such Existing Instruments have been duly and validly authorized, executed and delivered by the Company or the applicable Subsidiary, constitute valid and binding agreements of the Company or the applicable Subsidiary and are enforceable against the Company or the applicable Subsidiary in accordance with the terms thereof, except as enforceability thereof may be limited by (i) the application of bankruptcy, reorganization, insolvency and other laws affecting creditors’ rights generally and (ii) equitable principles being applied at the discretion of a court before which any proceeding may be brought, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws (collectively, the “Enforceability Exceptions”). Neither the Company nor the applicable Subsidiary has received notice or been made aware that any other party is in breach of or default to the Company or the applicable Subsidiary under any of such Existing Instruments.

(r) Neither the Company nor any of its Subsidiaries is (i) in violation of (A) its respective formation, governing or other organizational documents, (B) any federal, state or foreign law, ordinance, administrative or governmental rule or regulation applicable to the Company or any of its Subsidiaries, the violation of which would have a Material Adverse Effect, or (C) any decree of any federal, state or foreign court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries, the violation of which would have a Material Adverse Effect; or (ii) in default in any material respect the performance of any obligation, agreement or condition contained in any bond, debenture, note or any other evidence of indebtedness or any contract, agreement, indenture, lease or other instrument (each, an “Existing Instrument”) to which the Company or any of its Subsidiaries is a party or by which any of its properties may be bound which violation or default would, if continued, have, individually or in the aggregate, a Material Adverse Effect; and there does not exist any state of facts that constitutes an event of default on the part of the Company or any of its Subsidiaries as defined in such documents or that, with notice or lapse of time or both, would constitute such an event of default, except, in each case, for events of default that would not result in a Material Adverse Effect.

(s) The Company has all requisite corporate power to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly and validly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent enforceability may be limited by the Enforceability Exceptions. The Fourth Amended and Restated Limited Liability Company Agreement of Bounty LLC (the “Bounty LLC Agreement”) has been duly authorized and, when executed and delivered, will constitute a valid and binding agreement of the members thereof, enforceable against such parties in accordance with its terms, subject to the Enforceability Exceptions.

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(t) The Corporate Reorganization has been duly authorized by the Company and its Subsidiaries, as applicable.

(u) The Company and its Subsidiaries (i) are in compliance with all privacy and data protection laws and regulations applicable to the Company’s and its Subsidiaries’ collection, use, processing, storage, transfer, or disposal, disclosure of personal information; (ii) are in compliance with privacy policies regarding the collection, use, processing, storage, transfer and disposal of personal information in connection with the operation of their businesses; and (iii) have established and implemented commercially reasonable policies, programs and procedures, including administrative, technical and physical safeguards, to protect the confidentiality, integrity and security of personal information in their possession, custody or control, or otherwise held or processed on their behalf, except in the case of each of item (i), (ii) and (iii) hereabove where the failure to do so would not have a Material Adverse Effect.

(v) (i)(A) To the knowledge of the Company, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or its Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third-party data maintained, processed or stored by the Company and its Subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its Subsidiaries), equipment or technology (collectively, “IT Systems and Data”), except in each case, as would not reasonably be expected to have a Material Adverse Effect, and (B) the Company and its Subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; (ii) the Company and its Subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification; (iii) the Company and its Subsidiaries have implemented commercially reasonable controls, policies, procedures and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data as is customary for the Company’s business or as required by applicable regulatory standards; and (iv) the IT Systems are adequate for, and operate and perform in all material respects as required in connection with the operation of the businesses of the Company and its Subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants.

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(w) None of the issuance or sale of the Shares by the Company, the execution, delivery or performance of this Agreement by the Company, nor the consummation by the Company of the Corporate Reorganization and the transactions contemplated hereby (including in particular the application of the proceeds of the offering and sale as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Information and the Prospectus) (i) requires the consent, approval, authorization or other order of any stockholders, members, partners or other securityholders or any or any Permit (as defined in Section 1.1.1(pp) hereof), not already obtained, or registration or filing with any court, regulatory body, administrative agency or other governmental body, agency or official (except such as may be required for the registration of the Shares under the Act, the listing of the Shares for trading on the New York Stock Exchange (“NYSE”), the registration of the Class A Common Stock under the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”)), compliance with the applicable securities or Blue Sky laws of various jurisdictions, all of which will be, or have been, effected in accordance with this Agreement and except for FINRA’s clearance of the underwriting terms of the Offering contemplated hereby as required under FINRA’s Rules of Fair Practice, (ii) conflicts with, or constitutes, or will conflict with or constitute, a breach of, or a default under, the Company’s and its Subsidiaries’ formation, governing or other organizational documents or any Existing Instrument to which the Company or any of its Subsidiaries is a party or by which any of its properties may be bound, (iii) violates any statute, law, regulation, ruling, filing, judgment, injunction, order or decree applicable to the Company or any of its Subsidiaries or any of their respective properties, or (iv) results in a breach of, or default under, or results in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Subsidiaries pursuant to, or requires the consent of any other party to, any Existing Instrument to which the Company or any of its Subsidiaries is a party or by which any of its properties may be bound, except for such conflicts, breaches, defaults or encumbrances that will not, individually or in the aggregate, result in a Material Adverse Effect.

(x) Neither the Company nor any of its Subsidiaries has outstanding any profits interests, options, warrants, preemptive rights, rights of first refusal or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any shares of its capital stock, equity interests or any such other interests, in each case pursuant to any agreement or other instrument to which any of the Company or its Subsidiaries is a party or by which any of the Company or its Subsidiaries may be bound. Except for such rights as described in the Registration Statement, the Time of Sale Information or the Prospectus, no person has rights to the registration of any securities of the Company as a result of or in connection with the filing of the Registration Statement or the consummation of the Corporate Reorganization and the transactions contemplated hereby that have not been satisfied or heretofore waived in writing; provided that, any person to whom the Company has granted registration rights is not entitled to, or has agreed not to, exercise its rights to sell any securities of the Company pursuant to such rights until after the expiration of the Lock-Up Period (as defined in Section 4.1(r)).

(y) Ernst & Young LLP, the certified public accountants who have certified the financial statements (including the related notes thereto and supporting schedules) of the Company, whose reports appear in the Registration Statement, the Time of Sale Information and the Prospectus (or any amendment or supplement thereto) and who have delivered the initial letters referred to in Section 7.1.5, are “independent public accountants” (within the meaning of the rules and regulations of the Commission and the Public Company Accounting Oversight Board) as required by the Act.

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(z) The historical financial statements, together with related schedules and notes, included in the Registration Statement, the Time of Sale Information and the Prospectus (and any amendment or supplement thereto), comply in all material respects with the applicable requirements of the Act and present fairly in all material respects the financial condition, results of operations, cash flows and changes in financial position of the Company at the respective dates or for the respective periods to which they apply; such historical financial statements and related schedules and notes have been prepared in accordance with generally accepted accounting principles (“GAAP”) consistently applied throughout the periods involved, except as disclosed therein; and the financial and statistical information and data set forth in the Registration Statement, the Time of Sale Information and the Prospectus (and any amendment or supplement thereto) is in all material respects accurately presented and prepared on a basis consistent with such financial statements and the books and records of the Company. The pro forma consolidated financial statements together with related notes thereto included in the Registration Statement, the Time of Sale Information and the Prospectus (and any amendment or supplement thereto) present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission’s rules and regulations with respect to pro forma financial statements and have been properly presented on the bases described therein. Additionally, the assumptions used in the preparation thereof are reasonable for presenting the effects directly attributable to the transactions and events described therein and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The summary historical financial data included in the Preliminary Prospectus and the Registration Statement (and any amendment or supplement thereto) is fairly and accurately presented in all material respects and prepared on a basis consistent with the audited and unaudited historical financial statements from which they have been derived. No other financial statements or schedules are required to be included in the Registration Statement.

(aa) Except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus (or any amendment or supplement thereto), (i) neither the Company nor any of its Subsidiaries has incurred any material liabilities or obligations, indirect, direct or contingent, or entered into any material transaction that is not in the ordinary course of business, (ii) neither the Company nor any of its Subsidiaries has sustained any material loss or interference with its business or properties from fire, flood, windstorm, accident or other calamity, whether or not covered by insurance, (iii) neither the Company nor any of its Subsidiaries has paid or declared any dividends or other distributions with respect to its capital stock, equity interests or any other such interests and neither the Company nor any of its Subsidiaries is in default under the terms of any class of its capital stock, equity interests or any other such interests or any outstanding debt obligations, (iv) there has not been any change in the authorized or outstanding Common Stock or any material change in the indebtedness of the Company (other than in the ordinary course of business) and (v) there has not been any material adverse change, or any development or event involving or that may reasonably be expected to result in a material adverse change, in the condition (financial or otherwise), business, properties, net worth, result of operations or prospects of the Company.

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(bb) The Shares have been approved for listing on NYSE, subject to notice of issuance.

(cc) Other than excepted activity pursuant to Regulation M under the Exchange Act, neither the Company nor, to the Company’s knowledge, any affiliate of the Company has taken, directly or indirectly, any action that constituted, or was designed to, or that might reasonably be expected to cause or result in or constitute, under the Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares, to result in a violation of Regulation M under the Exchange Act.

(dd) The Company and each of its Subsidiaries have filed all federal, state, local and foreign tax returns required to be filed (other than tax returns as to which the failure to file, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect), which returns are complete and correct in all material respects, subject to permitted extensions, and have paid all taxes required to be paid thereon (except (i) as currently being contested in good faith and for which reserves required by GAAP have been created in the historical financial statements of the Company and (ii) which the failure to pay would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect). Except as disclosed in the Registration Statement, the Time of Sale Information or the Prospectus, or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all deficiencies asserted as a result of any federal, state, local or foreign tax audits have been paid or finally settled.

(ee) Except as set forth in the Registration Statement, the Time of Sale Information and the Prospectus, (i) there are no transactions between the Company or any of its Subsidiaries, on the one hand, and any of their respective affiliates, officers, directors or securityholders, on the other hand, that are required by the Act to be disclosed in the Registration Statement, the Time of Sale Information and the Prospectus and (ii) no relationship, direct or indirect, exists between the Company or any of its Subsidiaries, on the one hand, and their respective affiliates, directors, officers, securityholders, customers or suppliers, on the other hand, that is required by the Act to be disclosed in the Registration Statement, the Time of Sale Information and the Prospectus that is not so disclosed.

(ff) On each of (i) the Closing Date, (ii) any Additional Closing Date and (iii) after giving effect to the offering and sale of the Shares and the application of proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Information and the Prospectus, neither the Company nor any of its Subsidiaries qualifies as an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” within the meaning of the U.S. Investment Company Act of 1940, as amended (together with the rules and regulations of the Commission thereunder, the “Investment Company Act”).

(gg) Cawley, Gillespie & Associates, Inc., whose reports appear in the Registration Statement, the Time of Sale Information and Prospectus and who has delivered the letter referred to in Section 7.1.6, was, as of the date of such reserve reports, and is, as of the date hereof, an independent petroleum engineer with respect to the Company and its Subsidiaries.

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(hh) The information contained in the Registration Statement, Time of Sale Information and the Prospectus regarding estimated proved, probable and possible reserves of the Company and its Subsidiaries is based upon the reserve reports prepared by Cawley, Gillespie & Associates, Inc. The information provided to Cawley, Gillespie & Associates, Inc. was true and correct in all material respects on the dates the reports were made. Such information was provided to Cawley in accordance with all customary industry practices.

(ii) The reserve reports prepared by Cawley, Gillespie & Associates, Inc. setting forth the estimated proved, probable and possible reserves with respect to the oil and natural gas interests held by the Company and its Subsidiaries accurately reflects in all material respects the ownership interests of the Company and its Subsidiaries in the properties therein. Other than normal production of reserves, intervening market commodity price fluctuations, fluctuations in demand for such products, adverse weather conditions, unavailability or increased costs of rigs, equipment, supplies or personnel, the timing of third-party operations and other factors, in each case in the ordinary course of business, and except as disclosed in the Time of Sale Information and the Prospectus, neither the Company nor its Subsidiaries are aware of any facts or circumstances that would result in a material adverse change in the aggregate net reserves, or the aggregate present value of future net cash flows therefrom, as described in the Time of Sale Information and the Prospectus and the reserve reports.

(jj) The statements set forth in each of the Registration Statement, the Time of Sale Information and the Prospectus under the captions “Certain Relationships and Related Party Transactions”, “Shares Eligible for Future Sale”, “Description of Capital Stock”, “Material U.S. Federal Income Tax Considerations for Non-U.S. Holders”, “Certain ERISA Considerations”, “Business—Legal Proceedings” and “Business—Regulation of Environmental and Occupational Safety and Health Measures”, insofar as they purport to summarize the provisions of the laws, regulations, agreements, documents or legal or governmental proceedings referred to therein, are accurate summaries of such laws, regulations, agreements, documents or proceedings in all material respects.

(kk) No Subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such Subsidiary’s equity interests or similar ownership interest, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s properties or assets to the Company or any other Subsidiary, except as described in the Registration Statement, the Time of Sale Information and the Prospectus.

(ll) Except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, the Company is not a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against any of them or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with the Offering.

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(mm) Any third-party statistical and market-related data included in the Registration Statement, the Time of Sale Information and the Prospectus is based on or derived from sources that the Company believes to be accurate and reliable in all material respects.

(nn) No “forward-looking statement” (within the meaning of Section 27A of the Act and Section 21E of the Exchange Act) included in the Registration Statement, the Time of Sale Information or the Prospectus has been made or reaffirmed without a reasonable basis in the judgment of the Company.

(oo) Except as set forth in the Registration Statement, the Time of Sale Information and the Prospectus, after giving effect to the Corporate Reorganization, the Company and its Subsidiaries will have, directly or indirectly, (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its reserves contained in the Registration Statement, the Time of Sale Information and the Prospectus and (ii) good and marketable title to all other real and personal property reflected in the Registration Statement, the Time of Sale Information and the Prospectus as assets owned by them, in each case free and clear of all liens, encumbrances and defects except such those (w) described in the Registration Statement, the Time of Sale Information and the Prospectus, (x) liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry and arise in connection with drilling and production operations, (y) that do not materially affect the value of the business of the Company and its Subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company and its Subsidiaries or (z) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Any other real property held under lease by the Company and its Subsidiaries is held by them under valid, subsisting and enforceable leases, with only such exceptions as, individually or in the aggregate, are not materially burdensome and do not have or result in a Material Adverse Effect to, or interfere in any material respect with, the use of the property or the conduct of the business of the Company and its Subsidiaries. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its Subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its Subsidiaries have carried out such title investigations in accordance with customary practice in the oil and gas industry in the areas in which the Company and its Subsidiaries operate.

(pp) Each of the Company and its Subsidiaries has, or will possess at the Closing Date, all permits, licenses, franchises, approvals, consents, authorizations or orders of, or registrations or filings with, any relevant federal, state, local or foreign court or governmental, regulatory or administrative authority, agency or body (each, a “Permit”), and have made all declarations, amendments, supplements and filings with the relevant federal, state, local or foreign governmental, regulatory or administrative authority, agency or body, as are necessary to own its properties and to conduct its business in the manner described in the Registration Statement, the Time of Sale Information and the Prospectus, subject to such qualifications as may be set forth in

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the Time of Sale Information and the Prospectus, except where the failure to have obtained any such Permit has not had and is not reasonably expected to have a Material Adverse Effect; each of the Company and its Subsidiaries is, or will be at the Closing Date be, and has operated and is operating its business, in material compliance with and not in material violation of all of its obligations with respect to each such Permit; all such Permits are valid and in full force and effect and no event has occurred that allows, or after notice or lapse of time is reasonably expected to allow, revocation, suspension or termination of any such Permit or result in any other material impairment of the rights of any such Permit, subject in each case to such qualification as may be set forth in the Registration Statement, the Time of Sale Information and the Prospectus; neither the Company nor its Subsidiaries have received notice of any revocation, suspension or modification of any such Permits or have any reason to reasonably expect that any such Permits will not be renewed in the ordinary course; and, except as described in the Registration Statement, the Time of Sale Information and the Prospectus, such Permits contain no restrictions that are materially burdensome to the Company or any of its Subsidiaries.

(qq) Except as set forth in the Registration Statement, the Time of Sale Information and the Prospectus, the Company and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorizations, (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (v) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. Such internal controls, upon consummation of the Offering, will be overseen by the audit committee of the board of directors of the Company in accordance with the rules of the NYSE. Except as set forth in the Registration Statement, Time of Sale Information and the Prospectus, the Company has not publicly disclosed or reported to the audit committee of the board of directors of the Company or the board of directors of the Company a significant deficiency, material weakness, change in internal accounting controls or fraud involving management or other employees who have a significant role in internal accounting controls, or any violation of, or failure to comply with, any applicable securities laws and regulations that, if determined adversely, would have a Material Adverse Effect.

(rr) Each of the Company and its Subsidiaries has established and maintains and evaluates “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act) complying with the Exchange Act; such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries is made known to the Company’s principal executive officer and principal financial or accounting officer, or such officers holding similar roles, by others within those entities, to allow timely decisions regarding disclosure, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared and such disclosure controls and procedures are effective to perform the functions for which they were established; to the extent applicable, the principal

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executive officer and principal financial or accounting officer, or such officers holdings similar roles, of the Company and its Subsidiaries have made all certifications required by the Sarbanes-Oxley Act of 2002 (together with any rules and regulations promulgated by the Commission and Nasdaq thereunder, the “Sarbanes-Oxley Act”); the Company and its Subsidiaries are, and the Company and its Subsidiaries’ have taken all necessary actions to ensure that their respective directors and officers in their capacities as such are, each in compliance in all material respects with all applicable effective provisions of the Sarbanes-Oxley Act.

(ss) The Company and, to the knowledge of the Company, the Company’s directors or officers, in their capacities as such, are each in compliance in all material respects with Section 402 of the Sarbanes-Oxley Act, to the extent applicable;

(tt) In the five (5) years prior to the date hereof, neither the Company, its Subsidiaries, or its or their directors, officers or employees or, to the knowledge (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)) of the Company, its or their agents or any other third party acting on behalf of any of them, is aware of or has taken any action, directly or indirectly, that would result in a violation of any applicable anti-corruption or anti-bribery law, including but not limited to the FCPA, the U.K. Bribery Act 2010, any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or any rules or regulations relating to the foregoing (collectively, the “Anti-Corruption Laws”), including, without limitation, (i) using any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) making any direct or indirect unlawful payment to any officer or employee of any level of government, or any department or agency thereof, including any state-owned or operated entity, of a public international organization, or a political party, party official, or candidate for domestic or foreign political office; or (iii) making any other bribe, rebate, payoff, influence payment, kickback or other unlawful payment. The Company, its Subsidiaries and, to the knowledge of the Company, their respective affiliates have conducted their businesses in compliance with, and have instituted and maintain policies and procedures designed to ensure continued compliance with the Anti-Corruption Laws. No action, suit, investigation or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to the Anti-Corruption Laws is pending or, to the knowledge of the Company after reasonable investigation, threatened.

(uu) In the five (5) years prior to the date hereof, neither the Company nor any of its Subsidiaries nor any director or officer or, to the knowledge of the Company, any employee, agent or affiliate of the Company or any of its Subsidiaries, is an individual or entity that is or was, or is owned or controlled by an individual or entity that is or was, currently or within the past five years, the subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury, U.S. Department of Commerce, or U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, the Hong Kong Monetary Authority, the Monetary Authority of Singapore or other relevant sanctions authority (collectively, the “Sanctions,” and each such individual or entity a “Restricted

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Party”), nor is the Company or any of its Subsidiaries or any director, officer or employee or, to the knowledge of the Company, any agent or affiliate of the Company or any of its Subsidiaries located, organized or resident in a country or territory that is the subject or the target of comprehensive Sanctions, including, without limitation, the Crimea, the so-called Donetsk People’s Republic, or the so-called Luhansk People’s Republic regions of Ukraine or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, Cuba, Iran, North Korea and Syria (each, a “Restricted Jurisdiction”); and the Company will not, directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner, or other individual or entity (i) to fund or facilitate any activities of or business with any Restricted Party or any other individual or entity that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities or business in or with any Restricted Jurisdiction or (iii) in any other manner that will or reasonably could result in a violation by any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise) of Sanctions. The Company and its Subsidiaries have not knowingly engaged in, are not now knowingly engaged in any and will not knowingly engage in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Restricted Party or otherwise the subject or the target of Sanctions or with any Restricted Jurisdiction.

(vv) The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance in all material respects with, and each has taken and will continue to take reasonable action designed to comply with, applicable financial recordkeeping and reporting requirements, including the (a) the Bank Secrecy Act of 1970, as amended by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), (b) the applicable money laundering statutes of all jurisdictions applicable to the Company or its Subsidiaries, (c) the rules and regulations under items (a), (b) and (c) any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (together, the “AML Laws”); and no action, suit, investigation or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any AML Law is pending or, to the knowledge of the Company after reasonable investigation, threatened.

(ww) No labor dispute with the employees of the Company or any of its Subsidiaries exists, or, to the Company’s knowledge after reasonable investigation, is threatened or imminent, which would reasonably be expected to result in a Material Adverse Effect. The Company is not aware that any key employee or significant group of employees of the Company or any of its Subsidiaries plans to terminate employment with the Company or any of its Subsidiaries. There has been no violation of any federal, state, local or foreign law relating to discrimination in the hiring, promotion or pay of employees, any applicable wage or hour laws or any provision of U.S. Employee Retirement Income Security Act of 1974, as amended (together with the rules and regulations promulgated thereunder, “ERISA”) concerning the employees of the Company or any of its Subsidiaries, in each case, which would reasonably be expected to result in a Material Adverse Effect.

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(xx) No dispute with an independent contractor of the Company or any of its Subsidiaries exists, or, to the Company’s knowledge, is threatened or imminent, which would reasonably be expected to result in a Material Adverse Effect. The Company is not aware that any key independent contractor or significant group of independent contractors of the Company or any of its Subsidiaries plans to terminate its relationship with the Company or any of its Subsidiaries prior to the completion of such independent contractor’s service term.

(yy) Except as set forth in the Registration Statement, the Time of Sale Information and the Prospectus and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its Subsidiaries are, and for the past five years have been, (A) in compliance with any and all applicable Environmental Laws (as defined hereinafter), (B) have received and maintain all Permits required of them under applicable Environmental Laws to conduct their respective businesses and (C) are in compliance with all terms and conditions of any such Permit; (ii) there are no proceedings that are pending, or to the Company’s knowledge after reasonable investigation, threatened, against the Company or any of its Subsidiaries under Environmental Laws; (iii) neither the Company nor any of its Subsidiaries has been named as a “potentially responsible party” under the U.S. Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended; (iv) neither the Company nor any of its Subsidiaries owns, leases or operates any property that appears on any list of contaminated sites compiled by any state or local governmental agency; and (v) there are no costs or liabilities related to compliance with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up or closure of properties in compliance with Environmental Laws or any Permit required thereunder, any related constraints on operating activities and any potential liabilities to third parties), and the Company and its Subsidiaries do not currently anticipate such costs or liabilities. For the purpose of this Section 1.1.1(yy), “Environmental Laws” means any and all federal, state, local and foreign laws, regulations, ordinances, rules, orders, judgments, decrees or other legal requirements of any governmental authority, including, without limitation, any international, foreign, national, state, provincial, regional, or local authority, relating to pollution, the protection of the environment, or natural resources, or to the use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Hazardous Materials”), or human health and safety (to the extent related to exposure to Hazardous Materials).

(zz) After giving effect to the Corporate Reorganization, each of the Company and its Subsidiaries owns or has, or will own or have as of the Closing Date or will be able to acquire on reasonable terms promptly following the Closing Date, full right, title and interest in and to, or a valid license to use, each Intellectual Property Right necessary for the Company and its Subsidiaries to conduct the business now operated by them, or presently employed or contemplated by them, and none of the Company or its Subsidiaries has created any material lien, charge or encumbrance on, or granted any right or license with respect to, any such Intellectual Property Right, except where the failure to own or obtain a license or right to use any such Intellectual Property Right has not and will not have a Material Adverse Effect; there is no claim pending against the Company or its Subsidiaries alleging that the Company or its Subsidiaries infringe upon, misappropriate or conflict with any Intellectual Property Right of a third party and the Company and its Subsidiaries have not received any written notice alleging that the Company or

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its Subsidiaries, infringes upon, misappropriates, or conflicts with the Intellectual Property Rights of any third party. Neither the Company nor any of its Subsidiaries has become aware that any Intellectual Property Right owned by the Company or its Subsidiaries is infringed upon, misappropriated or violated by, any third party in a manner that would be reasonably likely to result in a Material Adverse Event. For the purpose of this Section 1.1.1(zz), “Intellectual Property Right” means any (a) trade name, trademark, service mark and registrations thereof, (b) patent and applications thereof, (c) copyright and copyrightable works, (d) domain name and other source indicator, (e) trade secret, technology, know-how, proprietary or confidential information and (f) other intellectual property and related proprietary rights, interests and protection.

(aaa) Except as would not reasonably be expected to have a Material Adverse Effect and as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, the Company and each of its Subsidiaries are insured by insurers with appropriately rated claims paying abilities against such losses and risks and in such amounts as are adequate and customary for the businesses in which they are engaged; all insurance policies and fidelity or surety bonds insuring the Company and its Subsidiaries or their respective businesses, assets, employees, officers and directors are in full force and effect; the Company and its Subsidiaries are in compliance with the terms of such policies in all material respects; and neither the Company nor any of its Subsidiaries has been refused any material insurance coverage sought or applied for. There are no claims by the Company or any of its Subsidiaries under any such policy as to which any insurer is denying liability or defending under a reservation of rights clause; neither the Company nor any of its Subsidiaries has reason to believe that it will not be able to renew its existing insurance coverage, through notice of amendment, modification, revocation or otherwise, as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect; and the Company will obtain directors’ and officers’ insurance in such amounts as is customary for an initial public offering.

(bbb) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each “employee benefit plan” (as defined under Section 3(3) ERISA) established or maintained by the Company, its Subsidiaries or their ERISA Affiliates existing on the date hereof (each, an “Employee Plan”) is, and has been maintained and administered, in compliance in all respects with ERISA, the Internal Revenue Code of 1986, as amended (the “Code”) and all other applicable state and federal laws and regulations. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) no “reportable event” (as defined in Section 4043(c) of ERISA) has occurred or is reasonably expected to occur with respect to any Employee Plans; (ii) no failure to satisfy the minimum funding standard (within the meaning of Section 302 of ERISA or Section 412 and 430 of the Code), whether or not waived, has occurred or is reasonably expected to occur; (iii) no Employee Plan, if such Employee Plan was terminated, would have any “amount of unfunded benefit liabilities” (as defined in ERISA); (iv) neither the Company, its Subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any liability under (a) Title IV of ERISA with respect to termination of, or withdrawal from, any Employee Plans (including any “multiemployer plan”, as defined in ERISA) or (b) Sections 412, 4971, 4975 or 4980B of the Code; (v) each Employee Plan that is intended to be qualified under

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Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or failure to act, that could cause the loss of such qualification; and (vi) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Employee Plan excluding transactions to which a statutory or administrative prohibited transaction exemption applies. For the purpose of this Agreement, “ERISA Affiliate” means, with respect to the Company or a Subsidiary, any member of any group or organization described in Sections 414(b), (c), (m) or (o) of the Code of which the Company or such Subsidiary is a member.

(ccc) The Company has not offered or sold, or caused the Underwriters to offer or sell, any Shares to any person pursuant to the Directed Share Program with the specific intent to unlawfully influence (i) a customer or supplier of the Company to alter the customer’s or supplier’s level or type of business with the Company or (ii) a trade journalist or publication to write or publish favorable information about the Company or its products.

(ddd) In connection with the Directed Share Program, the Company will ensure that the Directed Shares will be restricted to the extent required by FINRA or the FINRA rules from sale, transfer, assignment, pledge or hypothecation for a period of three months following the date of the effectiveness of the Registration Statement. The Representative will notify the Company as to which Participants will need to be so restricted. The Company will direct the transfer agent to place stop transfer restrictions upon such securities for such period of time.

(eee) The Company will pay all fees and disbursements of counsel (including non-U.S. counsel) incurred by the Underwriters in connection with the Directed Share Program and stamp duties or other similar taxes or duties, if any, incurred by the underwriters in connection with the Directed Share Program.

2. Agreements to Sell and Purchase.

2.1. Upon the terms and conditions set forth herein, the Company hereby agrees to issue and sell the Firm Shares to the Underwriters. Upon the basis of the representations, warranties and agreements of the Company contained herein and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company at a purchase price of $[•] per Share (the “Purchase Price Per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto.

2.2. The Company hereby also agrees to issue and sell the Additional Shares to the Underwriters. Upon the basis of the representations, warranties and agreements of the Company contained herein and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for thirty (30) days from the date of the Prospectus to purchase from the Company in whole or in part the Additional Shares at the Purchase Price Per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised within thirty (30) days after the date of the Prospectus from time to time, in whole or in part.

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3. Terms of Public Offering; Delivery of the Shares and Payment Therefor.

3.1. The Company has been advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable and initially to offer the Shares upon the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell the Shares to or through any of their respective “affiliates” (as defined in Rule 405 under the Act) (the “Affiliates”).

3.2. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, Florida at 10:00 a.m., St. Petersburg, Florida time, on [•], 2023, or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on [•], 2023 as the Representative shall designate by notice to the Company (the time and date of such closing are called the “Closing Date”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representative and the Company. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 9 hereof.

3.3. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, Florida, at 10:00 a.m., St. Petersburg, Florida time, on such date or dates (each, an “Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten (10) business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice from the Representative to the Company, of the Underwriters’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within thirty (30) days after the date of the Prospectus and must set forth the aggregate number of Additional Shares as to which the Underwriters are exercising the option. The place of closing for the Additional Shares and any Additional Closing Date may be varied by agreement between you and the Company. The Closing Date and any Additional Closing Date are sometimes each referred to as a “Delivery Date”.

3.4. The Shares and any Additional Shares to be purchased hereunder shall be delivered to you through The Depositary Trust Company (“DTC”) on the Closing Date or any Additional Closing Date, as the case may be, against payment of the aggregate Purchase Price Per Share for the Shares sold hereunder by wire transfer of immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or any such Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representative to the Company.

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3.5. It is understood that the Representative has been authorized, for its own account and the accounts of the Underwriters, to accept delivery of and receipt for, and make payment of the aggregate Purchase Price Per Share for the Shares that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representative of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

3.6. Not later than 12:00 p.m. on the second business day following the date the Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Representative shall request.

4. Covenants and Agreements of the Company.

4.1. Covenants and Agreements of the Company. The Company covenants and agrees with the Underwriters as follows:

(a) The Company will use its reasonable best efforts to (i) keep effective the Registration Statement and any amendments thereto and (ii) prevent the issuance of any order described in Section 4.1(b)(v) hereof;

(b) The Company will advise you promptly:

(i) when the Registration Statement has become effective and the time and date of any filing of any amendment or supplement to the Registration Statement, any Prospectus and any Issuer Free Writing Prospectus, and the time and date that any post-effective amendment to the Registration Statement becomes effective;

(ii) if Rule 430A under the Act is employed, the time and date of filing of the Prospectus pursuant to Rule 424(b) under the Act;

(iii) the time and date of filing of any Rule 462(b) Registration Statement;

(iv) of (x) the receipt of any comments of the Commission, (y) any request by the Commission for amendments or supplements to the Registration Statement, any Preliminary Prospectus or any Prospectus or (z) any request by the Commission for additional information;

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(v) of (y) the issuance by the Commission or any other government or regulatory authority of any stop order suspending the effectiveness of the Registration Statement, suspending the qualification of the Shares for offering or sale in any jurisdiction, or preventing or suspending the use of the Registration Statement, the Time of Sale Information, the Prospectus or any Issuer Free Writing Prospectus or (z) the initiation or, to the knowledge of the Company, threatening, of any proceeding for the purpose of any order referred to under item (y) or initiated pursuant to Section 8A of the Act; and

(vi) within the Prospectus Delivery Period (as defined in Section 4.1(j) hereof), of any change in the Company’s condition (financial or other), business, prospects, properties, net worth or results of operations, or of any event that comes to the attention of the Company that makes any statement made in the Registration Statement, the Time of Sale Information or the Prospectus (as then amended or supplemented) untrue in any material respect or that requires the making of any material additions thereto or changes therein in order to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading in any material respect, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Act or any other law;

(c) The Company will use its reasonable best efforts to prevent the issuance of any stop order as referred to under Section 4.1(b)(v). If at any time the Commission or any other government or regulatory authority shall issue any stop order as referred to under Section 4.1(b)(v), the Company will use its reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible time;

(d) The Company will provide the Underwriters with copies of the form of any Prospectus, without charge, in such number as the Underwriters may reasonably request, and file the Rule 424(b) Registration Statement and such Prospectus with the Commission in accordance with, and within the time period specified by, Rule 424(b) and Rule 430(A) under the Act before the close of business on the second business day immediately following the date hereof;

(e) The Company will furnish to you, without charge, such number of conformed copies of the Registration Statement and the Rule 424(b) Registration Statement, without exhibits thereto, and any amendment thereto, as you may reasonably request;

(f) The Company will promptly prepare and file with the Commission any amendment or supplement to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus that may be (i) in the judgment of the Company, be required (y) to comply with the Act or any other law or (z) in relation to Section 1.1.1(a) hereof or (ii) requested by the Commission;

(g) Before (i) using, authorizing, approving, referring to, distributing or filing any Issuer Free Writing Prospectus, (ii) filing (x) any Prospectus, (y) any Rule 462(b) Registration Statement or (z) any amendment or supplement to the Registration Statement or the Prospectus, or (iii) distributing any amendment or supplement to the Time of Sale Information or the Prospectus, the Company will furnish promptly to the Representative and counsel to the Underwriters a copy of such proposed document for review and will not use, authorize, approve, refer to, distribute or file any such document to the extent that (A) the Representative has not consented to the Company’s performance of such actions (which consent shall not be unreasonably withheld) or (B) it is not in compliance with the Act or any other law;

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(h) The Company will not make any offer relating to the Class A Common Stock that would constitute an Issuer Free Writing Prospectus without your prior consent;

(i) The Company will, pursuant to reasonable procedures developed in good faith, retain any Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Act; and if at any time after the date hereof any events shall have occurred as a result of which any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or any Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus, the Company will (x) notify you and (y) prepare and furnish without charge to each Underwriter as many copies as they may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such conflict, statement or omission or effect such compliance;

(j) As soon after the execution and delivery of this Agreement as is practicable and thereafter from time to time for such period as in the reasonable opinion of counsel for the Company a prospectus is required by the Act to be delivered in connection with the offering and sale of the Shares by any Underwriter or a dealer (the “Prospectus Delivery Period”), and for so long a period as you may request for the distribution of the Shares, the Company will deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus and the Time of Sale Information (and of any amendment or supplement thereto) as they may reasonably request;

(k) The Company consents to the use of the Prospectus and the Time of Sale Information (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered and/or sold by the Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering and sale of the Shares and for the Prospectus Delivery Period. If at any time prior to the later of (i) the completion of the distribution of the Shares pursuant to the Offering contemplated by the Registration Statement or (ii) the expiration of prospectus delivery requirements with respect to the Shares under Section 4(a)(3) of the Act and Rule 174 thereunder, any event shall occur that in the judgment of the Company or in the opinion of counsel for the Company is required to be set forth in the Prospectus (as then amended or supplemented) or should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to supplement or amend the Prospectus to comply with the Act or any other law, the Company will forthwith prepare and, subject to Section 4.1(a) hereof, file with the Commission and use its reasonable best efforts to cause to become effective as promptly as possible an appropriate supplement or amendment thereto, and will furnish to each Underwriter who has previously requested Prospectuses, without charge, a reasonable number of copies thereof;

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(l) The Company will reasonably cooperate with you and counsel for the Underwriters in connection with the registration or qualification of the Shares for offering and sale by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as you may reasonably designate and will file such consents to service of process or other documents as may be reasonably necessary in order to effect and maintain such registration or qualification for so long as required to complete the distribution of the Shares; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to general service of process in suits, other than those arising out of the offering or sale of the Shares, as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now so subject. In the event that the qualification of the Shares in any jurisdiction is suspended, the Company shall so advise you promptly in writing;

(m) The Company will make generally available to its securityholders as soon as reasonably practicable an earnings statement (in form complying with the provisions of Rule 158), which need not be audited, covering a twelve (12)-month period commencing after the effective date of the Registration Statement or any Rule 462(b) Registration Statement, as the case may be, and ending not later than fifteen (15) months thereafter, which such earnings statement shall satisfy the provisions of Section 11(a) of the Act and Rule 158 thereunder;

(n) The Company will apply the net proceeds from the sale of the Shares to be sold by it hereunder in accordance in all material respects with the statements under the caption “Use of Proceeds” in the Registration Statement, the Time of Sale Information and the Prospectus;

(o) The Company will cause each officer and director of the Company set forth on Schedule III(a) and (b) hereto to furnish to the Representative, prior to the Closing Date, duly executed lock-up letter(s), which shall be substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”);

(p) Both the amended and restated certificate of incorporation of the Company (the “Amended and Restated Charter”) and the Bounty LLC Agreement that will be in effect immediately following the Closing Date will include the provisions, which shall be substantially in the form of Exhibit B hereto and (the “Lock-Up Provisions”) which prohibit the transfer, sale, pledge or other disposition by each Existing Owner of (or entry into any transaction or device that is designed to, or could be expected to, result in the disposition at any time in the future of) any shares of Class A Common Stock or securities convertible into, or exercisable or exchangeable for, any shares of Class A Common Stock for a period commencing on the date hereof and ending on the 180^th day after the date of the Prospectus (the “Lock-Up Period”);

(q) During the Lock-Up Period, the Company will not take, and will not cause Bounty LLC to take, any actions or steps to amend, restate and/or change the Amended and Restated Charter and/or the Bounty LLC Agreement, respectively, in a manner inconsistent with the Lock-Up Provisions and will not waive, and will not cause Bounty LLC to waive, the Lock-Up Provisions without the prior written consent of the Representative and will take, and will cause

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Bounty LLC to take, all reasonably necessary actions to preserve the Lock-Up Provisions during the Lock-Up Period. The Company will direct, and will cause Bounty LLC to direct, its transfer agent to place stop transfer restrictions upon the securities subject to the Lock-Up Provisions and the Company will not, and will not cause Bounty LLC to, during the Lock-Up Period, deliver any instruction or opinion of counsel to its transfer agent permitting the removal of such stop transfer restrictions without the prior written consent of the Representative;

(r) During the Lock-Up Period, the Company will not, directly or indirectly:

(i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Class A Common Stock or securities convertible into, or exercisable or exchangeable for, any shares of Class A Common Stock (other than the Class A Common Stock issued pursuant to the terms of this Agreement (including, for the avoidance of doubt, the Additional Shares), the issuance of Common Stock and Bounty LLC Units in connection with the Corporate Reorganization and the Offering, the issuance by the Company of shares of Class A Common Stock upon the exchange of Class B Common Stock together with Bounty LLC Units pursuant to the Bounty LLC Agreement, as described in the Time of Sale Information and the Prospectus, or any Class A Common Stock, bonus or other options or rights granted or exercised pursuant to any employee stock plan (the “Stock Options”) or Class A Common Stock issued pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any shares of Class A Common Stock or securities convertible into, or exercisable or exchangeable for Class A Common Stock (other than Stock Options or Class A Common Stock issued pursuant to currently outstanding options, warrants or rights), whether any such transaction is to be settled by delivery of any shares of Class A Common Stock or other securities, in cash or otherwise;

(ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of any shares of Class A Common Stock, whether any such transaction is to be settled by delivery of any shares of Class A Common Stock or other securities, in cash or otherwise;

(iii) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in any shares of Class A Common Stock or other securities within the meaning of Section 16 of the Exchange Act;

(iv) file or cause to be filed a registration statement (other than any registration statement on Form S-8 relating to a long-term incentive plan described in the Prospectus, the Registration Statement or any amendment or supplement to the Registration Statement filed in accordance with this Agreement), including any amendments thereto, with respect to the registration of any shares of Class A Common Stock or securities convertible into, exercisable or exchangeable for, any shares of Class A Common Stock or any other securities of the Company; or

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(v) publicly disclose the intention to take any of the actions described under Sections 4.1(r)(i), 4.1(r)(ii), 4.1(r)(iii) or 4.1(r)(iv), in each case without the prior written consent of the Representative;

(s) At the request of the Representative, prior to the Closing Date and any Additional Closing Date, the Company will furnish to you, as promptly as possible, copies of any unaudited interim consolidated financial statements of the Company and the Subsidiaries for any period subsequent to the periods covered by the financial statements appearing in the Prospectus;

(t) The Company will not at any time, directly or indirectly, take any action designed, or which might reasonably be expected to cause, result in, or constitute, stabilization or manipulation of the price of the shares of Class A Common Stock to facilitate the sale or resale of any of the Shares;

(u) The Company will promptly notify the Representative if the Company ceases to be an Emerging Growth Company at any time prior to the later of (i) the time when a prospectus relating to the offering and sale of the Class A Common Stock or other securities relating thereto is not required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) or (ii) completion of the Lock-Up Period; and

(v) Neither the Company nor any of its Subsidiaries shall invest or otherwise use the proceeds received from the sale of the Shares in such manner as it would qualify as an “investment company” or an “affiliated person” of, or “promoter”, “principal investor” or “principal underwriter” for, an “investment company” within the meaning of the Investment Company Act.

5. Expenses.

5.1. Whether or not the transactions contemplated hereby are consummated or this Agreement becomes effective or is terminated, the Company agrees to pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, each Preliminary Prospectus, any Prospectus, each Free Writing Prospectus (including each Issuer Free Writing Prospectus) and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the printing and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, any Prospectus, each Free Writing Prospectus (including each Issuer Free Writing Prospectus), the Blue Sky memoranda, this Agreement, and all amendments or supplements to any of them as may be reasonably requested for use in connection with the offering and sale of the Shares; (iii) consistent with the provisions of Section 4.1(l) hereof, all expenses, if any, in connection with the qualification of the Shares for offering and sale under state securities laws or Blue Sky laws, including reasonable attorneys’ fees and out-of-pocket expenses of the counsel for the Underwriters in connection therewith; (iv) the filing fees incident to securing any required review by FINRA of the fairness of the terms of the sale of the Shares and the reasonable fees and disbursements of the Underwriters’ counsel relating thereto; (v) the fees and expenses

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associated with listing the Shares on NYSE; (vi) the cost of tax stamps, if any, in connection with the issuance and delivery of the Shares to the respective Underwriters; (vii) the cost of preparing stock certificates, if applicable; (viii) the costs and charges of any transfer agent or registrar; (ix) all fees and expenses (including fees and expenses of counsel) of the Company in connection with approval of the Shares by DTC for “book-entry” transfer; (x) the cost of the tax stamps, if any, in connection with the issuance and delivery of the Shares to the respective Underwriters; (xi) all other fees, costs and expenses referred to in Item 13 of the Registration Statement; and (xii) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the sale of Shares including, without limitation, any travel expenses of the Company’s officers and employees; provided, however, that the amounts payable by the Company pursuant to clauses (iii) and (iv) solely with respect to fees and disbursements for Underwriters’ counsel, shall not exceed $[ • ] in the aggregate; provided, further, that the Underwriters shall be responsible for 50% of the costs of any private aircraft chartered by or on behalf of the Company in connection with such presentations.

5.2. Except as provided in this Section 5 and in Section 6 hereof, the Underwriters shall pay their own costs and expenses, including the fees and disbursements of their counsel and any road show expenses incurred by them; provided that the Company has agreed to reimburse the Underwriters for such other costs and expenses in an amount up to $[●].

6. Indemnification and Contribution.

6.1. Subject to the limitations in this Section 6, the Company agrees to indemnify and hold harmless each Underwriter, the Affiliates, directors, officers, employees and agents thereof and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages, liabilities and expenses, including reasonable costs of investigation and reasonable attorneys’ fees and expenses of one firm and one local counsel per jurisdiction in which any such loss, claim, damage, liability or expense occurs (collectively, the “Damages”), joint or several, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Prospectus, the Registration Statement, the Time of Sale Information, any Free Writing Prospectus (including any Issuer Free Writing Prospectus) or any Written Testing-the-Waters Communication, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, except to the extent that any such Damages arise out of or are based upon an untrue statement or omission or alleged untrue statement or omission that has been made therein or omitted therefrom in reliance upon and in conformity with the information furnished to the Company by or on behalf of any Underwriter through you, for use in connection therewith. The indemnification provided in this Section 6 shall be in addition to any liability that the Company may otherwise have.

The Company agrees to indemnify and hold harmless the Representative and its Affiliates and each person, if any, who controls the Representative within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (the “Designated Entities”), from and against any and all Damages (including, without limitation, any legal or other expenses reasonably incurred in

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connection with defending or investigating any such action or claim) (i) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company for distribution to Participants in connection with the Directed Share Program or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) arising out of or based upon the failure of any Participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase; or (iii) arising out of, related to, or in connection with the Directed Share Program, other than Damages (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith, willful misconduct or gross negligence of the Designated Entities.

6.2. In addition to its other obligations under this Section 6, the Company agrees that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any inaccuracy in the representations and warranties of the Company Parties contained herein or failure to perform its obligations hereunder, all as set forth in this Section 6, the Party against whom indemnification is being sought will reimburse each Underwriter on a monthly basis for all reasonable legal or other out-of-pocket expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding (to the extent documented by reasonably itemized invoices therefor), notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligation of the Company to reimburse each Underwriter for such expenses and the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Underwriter shall promptly return it to the person(s) from whom it was received. Any such interim reimbursement payments that are not made to the Underwriters within thirty (30) days of a request for reimbursement shall bear interest compounded daily at a rate determined on the basis of the base lending rate announced from time to time by The Wall Street Journal from the date of such request.

6.3. If (i) any action, suit, proceeding (including any governmental or regulatory investigation) or claim shall be brought by any third party against any Underwriter or any person controlling any Underwriter (each, an “Indemnified Party” and together, the “Indemnified Parties”) and (ii) indemnity may be sought against the Company pursuant to Section 6.1 (each, an “Indemnifying Party” and together, the “Indemnifying Parties”) in respect of such action, suit, proceeding or claim, (a) the Indemnified Party(ies) shall promptly notify in writing the Indemnifying Party(ies), and (b) such Indemnifying Party shall assume the defense of the Indemnified Party(ies), including the employment of counsel reasonably acceptable to the Indemnified Party(ies) and the payment of all reasonable fees of and expenses incurred by such counsel, provided that (y) the failure to notify the Indemnifying Party(ies) shall not relieve it (them) from any liability that it (they) may have under this Section 6 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure and (z) the failure to notify the Indemnifying Party(ies) shall not relieve it (them) from any liability that it (they) may have to any Indemnified Party otherwise than under this Section 6. The Indemnified Party(ies) shall have the right to employ separate counsel in any such action, suit,

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proceeding or claim and participate in the defense thereof, but the fees and expenses of such counsel shall be at the sole expense of the Indemnified Party(ies), unless (i) the Indemnifying Party(ies) has (have) agreed in writing to pay such fees and expenses, (ii) the Indemnifying Party(ies) has (have) failed to assume the defense and employ counsel reasonably acceptable to the Indemnified Party(ies) or (iii) the named parties to any such action, suit, proceeding or claim (including any impleaded parties) include both the Indemnified Party(ies) and the Indemnifying Party(ies), and the Indemnified Party(ies) shall have been advised by its (their) counsel that one or more legal defenses may be available to it that may not be available to the Indemnified Party(ies), or that representation of the Indemnified Party(ies) and the Indemnifying Party(ies) by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the Indemnifying Party(ies) shall not have the right to assume the defense of such action, suit, proceeding or claim on behalf of the Indemnified Party(ies) but the Indemnifying Party(ies) shall not be liable for the fees and expenses of more than one counsel for all Indemnified Parties). The Indemnifying Party(ies) shall not be liable for any settlement of any such action effected without its (their several) written consent, but if settled with such written consent, or if there be a final judgment for the plaintiff in any such action, suit, proceeding or claim, the Indemnifying Party(s) agree(s) to indemnify and hold harmless any Indemnified Party from and against any Damages by reason of such settlement or judgment, but in the case of a judgment only to the extent stated in Sections 6.1 and 6.2 hereof.

6.4. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement and any person who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, to the same extent as the several indemnity from the Company to each Underwriter set forth in Section 6.3 hereof, but only with respect to information furnished in writing by or on behalf of such Underwriter through you expressly for use in the Registration Statement, the Prospectus, the Time of Sale Information, any Free Writing Prospectus (including any Issuer Free Writing Prospectus) or any Written Testing-the-Waters Communication, or any amendment or supplement thereto, which information is specified in Section 6.11. If (i) any action, suit, proceeding (including any governmental or regulatory investigation) or claim shall be brought or asserted against the Company, any of its directors, any of its officers or any such controlling person based on the Registration Statement, the Prospectus, the Time of Sale Information or any Free Writing Prospectus (including any Issuer Free Writing Prospectus), or any amendment or supplement thereto, and (ii) indemnity may be sought against any Underwriter pursuant to this Agreement in respect of such action, suit, proceeding or claim, such Underwriter shall have the rights and duties given to the Company by Section 6.3 (except that, if the Company shall have assumed the defense thereof, such Underwriter shall not be required to do so, but may employ separate counsel in such action, suit, proceeding or claim and participate in the defense of the Company, but the fees and expenses of such counsel shall be at such Underwriter’s expense), and the Company, any of its directors, any of its officers and any such controlling persons, shall have the rights and duties given to the Underwriters by Section 6.3.

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6.5. In any event, the Company will not, without the prior written consent of the Representative, settle or compromise or consent to the entry of any judgment in any current or threatened claim, action, suit or proceeding in respect of which an indemnification may be sought hereunder (whether or not the Representative or any person who controls the Representative within the meaning of Section 15 of the Act or Section 20 of the Exchange Act is a party to such claim, action, suit or proceeding) unless (i) such settlement, compromise or consent includes an unconditional release of all Underwriters and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, in form and substance reasonably satisfactory thereto, from all liability arising out of such claim, action, suit or proceeding and (ii) does not include any statements as to or any findings of fault, culpability or failure to act by or on behalf of the Underwriters and any such controlling person. Notwithstanding the foregoing, if at any time any Underwriter (or any such controlling person) shall have requested the Company to reimburse such Underwriter (or controlling person) for any fees and expenses of counsel as contemplated by Section 6.3 hereof, the Company agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (a) such settlement is entered into more than thirty (30) days after receipt by the Company of the aforesaid request, (b) the Company shall not have reimbursed such Underwriter (or controlling person) in accordance with such request prior to the date of such settlement and (c) such Underwriter (or controlling person) shall have given the Company at least thirty (30) days’ prior notice of its intention to settle.

6.6. If the indemnification provided for in this Section 6 is unavailable or insufficient for any reason whatsoever to an Indemnified Party in respect of any Damages referred to herein, then an Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Damages (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand, and the Underwriters on the other hand, from the offering and sale of the Shares pursuant to this Agreement or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative and several fault of the Company on the one hand, and the Underwriters on the other hand, in connection with the statements or omissions that resulted in such Damages as well as any other relevant equitable considerations. The relative and several benefits received by the Company on the one hand, and the Underwriters on the other hand, shall be deemed to be in the same proportion as the total net proceeds from the offering and sale of the Shares (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault of the Company on the one hand, and the Underwriters on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand, or by the Underwriters on the other hand, and the Parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

6.7. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 6 was determined by a pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to in Section 6.6 hereof. The amount paid or payable by an Indemnified Party as a result of the Damages referred to in Section

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6.6 hereof shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any claim, action, suit or proceeding. Notwithstanding anything contained herein to the contrary, if indemnity may be sought pursuant to the last paragraph in Section 6.1 in respect of such action or proceeding, then in addition to such separate firm for the Indemnified Parties, the Indemnifying Party shall be liable for the reasonable fees and expenses of not more than one separate firm (in addition to any local counsel) for the Representative for the defense of any losses, claims, damages and liabilities arising out of the Directed Share Program, and all persons, if any, who control the Representative within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act. Notwithstanding the provisions of this Section 6, no Underwriter shall be required to contribute any amount in excess of the amount of the underwriting commissions received by such Underwriter in connection with the Shares underwritten by it and distributed to the public. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 6 are several in proportion to the respective numbers of Firm Shares set forth opposite their names in Schedule I hereto (or such numbers of Firm Shares increased as set forth in Section 9 hereof) and not joint.

6.8. Notwithstanding Section 6.2 hereof, any Damages for which an Indemnified Party is entitled to indemnification or contribution under this Section 6 shall be paid by the Indemnifying Party to the Indemnified Party as Damages are incurred after receipt of reasonably itemized invoices therefor.

6.9. A successor to any Underwriter or the Company, the directors or officers of any Underwriters or the Company or any person controlling any Underwriters or the Company as referred this Section 6 shall be entitled to the benefits of the indemnity, contribution and reimbursement agreements contained in this Section 6. The term “successors” as used herein, shall not include any purchaser of the Shares from any Underwriter merely by reason of such purchase.

6.10. It is agreed that any controversy arising out of the operation of the interim reimbursement arrangements set forth in Section 6.2 hereof, including the amounts of any requested reimbursement payments and the method of determining such amounts, shall be settled by arbitration conducted pursuant to the Code of Arbitration Procedure of FINRA. Any such arbitration must be commenced by service of a written demand for arbitration or written notice of intention to arbitrate, therein electing the arbitration tribunal. In the event the Party demanding arbitration does not make such designation of an arbitration tribunal in such demand or notice, then the Party responding to said demand or notice is authorized to do so. Such arbitration would be limited to the operation of the interim reimbursement provisions contained in Section 6.2 hereof, and would not resolve the ultimate propriety or enforceability of the obligation to reimburse expenses that is created by the provisions of Section 6.2 hereof.

6.11. The Underwriters severally confirm and the Company acknowledges and agrees that the disclosures appearing under the caption “Underwriting” in the most recent Preliminary Prospectus and the Prospectus constitute the only information concerning such Underwriters furnished in writing to the Company by or on behalf of the Underwriters specifically for inclusion in the Registration Statement, the Prospectus, the Time of Sale Information, any Free Writing Prospectus (including any Issuer Free Writing Prospectus) or any Written Testing-the-Waters Communication or in any amendment or supplement thereto.

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7. Conditions of Underwriters’ Obligations.

7.1. The several obligations of the Underwriters to purchase the Shares hereunder are subject to the following conditions which shall be fulfilled on each of the Closing Date and any Additional Closing Date (unless otherwise provided hereinafter or as the context may require):

7.1.1. Certain Filings. The Registration Statement shall have been declared effective. The Prospectus shall have been timely filed with the Commission in accordance with Section 4.1(d). The Company shall have complied with all filing requirements applicable to any Issuer Free Writing Prospectus used or referred to after the date hereof; no stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus shall have been issued and no proceeding or examination for such purpose shall have been initiated or, to the knowledge of the Company, threatened by the Commission. If the Company has elected to rely upon Rule 462(b) under the Securities Act, the Rule 462(b) Registration Statement shall have become effective by 10:00 P.M., New York City time, on the date of this Agreement.

7.1.2. No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and the Prospectus, (i) there shall not have been any change in the capitalization of the Company or any material change in the indebtedness (other than in the ordinary course of business) of the Company, (ii) except as set forth in or contemplated by the Registration Statement, the Time of Sale Information or the Prospectus, no material liabilities, obligations or transaction, whether indirect, direct or contingent, that is not in the ordinary course of business or that could reasonably be expected to result in a material reduction in its future earnings shall have been incurred or entered into by the Company or any of its Subsidiaries, (ii) no material loss or interference with its business or properties from fire, flood, windstorm, accident or other calamity (whether or not insured) that had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect shall have been sustained by the Company or any of its Subsidiaries, (iv) no dividends or other distributions with respect to its capital stock, equity interests or any other such interests shall have been paid or declared by the Company or any of its Subsidiaries, (v) there shall have been no default under the terms of any class of capital stock, equity interests or any other such interests or any outstanding debt obligations of the Company or any of its Subsidiaries, (vi) no legal, governmental, regulatory or administrative action, suit, inquiry, proceeding or investigation against or involving the Company, any of its Subsidiaries or any of their respective properties that is material to the Company or any such Subsidiary or that could reasonably be expected, individually or in the aggregate, to prevent or affect the transactions contemplated by this Agreement or result in a Material Adverse Effect shall have been instituted or threatened and (vii) there shall not have been any material change, or any development or event involving or that may reasonably be expected to result in a material change, in the condition (financial or otherwise), business, management, properties, net worth, results of operations or prospects of the Company or any of its Subsidiaries that makes it impractical or inadvisable in your judgment to proceed with the Offering or purchase of the Shares as contemplated hereby.

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7.1.3. Opinions and 10b-5 Statement of Counsel to the Company. You shall have received an opinion and 10b-5 statement, dated the Closing Date or any Additional Closing Date, as the case may be, satisfactory in form and substance to counsel for Underwriters, from Kirkland & Ellis LLP, counsel to the Company, substantially to the effect set forth in Exhibit B.

7.1.4. Underwriters’ Counsel Opinion and 10b-5 Statement. You shall have received an opinion and 10b-5 statement of Vinson & Elkins L.L.P., as counsel for the Underwriters, dated the Closing Date or any Additional Closing Date, as the case may be, with respect to the issuance and sale of the Shares, the Registration Statement and other related matters as you may reasonably request, and the Company and such counsel shall have furnished to counsel for the Underwriters such documents as they may reasonably request for the purpose of enabling them to pass upon such matters.

7.1.5. Accountant Comfort Letters. The Representative shall have received “comfort letters,” dated the date hereof, of Ernst & Young LLP, in form and substance reasonably satisfactory to the Representative, covering the financial information included or incorporated by reference in the Registration Statement, any Rule 462(b) Registration Statement, each Preliminary Prospectus, any Prospectus, any Free Writing Prospectus (including any Issuer Free Writing Prospectus) and any Written Testing-the-Waters Communication and other customary matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings. In addition, on the Closing Date and any Additional Closing Date, the Representative shall have received from Ernst & Young LLP “bring-down comfort letters” dated the Closing Date or the Additional Closing Date, as the case may be, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, in the form of the “comfort letters” delivered on the date hereof, except that (i) it shall state the conclusions and findings of Ernst & Young LLP with respect to the financial information included or incorporated by reference in the Registration Statement and the Prospectus and any amendment or supplement thereto and other customary matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings and (ii) procedures shall be brought down to a date no more than three (3) business days prior to such Closing Date or Additional Closing Date, as the case may be, except as otherwise agreed by the Representative.

7.1.6. Reserve Engineer Comfort Letters. The Representative shall have received “comfort letters,” dated the date hereof, of Cawley, Gillespie & Associates, Inc., independent petroleum engineers, in form and substance reasonably satisfactory to the Representative, covering the oil and gas reserves information included or incorporated by reference in the Registration Statement, any Rule 462(b) Registration Statement, each Preliminary Prospectus, any Prospectus, any Free Writing Prospectus (including any Issuer Free Writing Prospectus) and any Written Testing-the-Waters Communication and other customary matters. In addition, on the Closing Date and any Additional Closing Date, as the case may be, the Representative shall have received from Cawley, Gillespie & Associates, Inc. “bring-down comfort letters” dated such Closing Date or

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Additional Closing Date, as the case may be, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, in the form of the “comfort letters” delivered on the date hereof, except that (i) they shall cover the oil and gas reserves information included or incorporated by reference in the Registration Statement and the Prospectus and any amendment or supplement thereto and (ii) procedures shall be brought down to a date no more than three (3) business days prior to the Closing Date or any Additional Closing Date, as the case may be, except as otherwise agreed by the Representative.

7.1.7. Officers’ Certificate. The Company shall have furnished to the Representative a certificate, dated such Delivery Date, of its Chief Executive Officer and its Chief Financial Officer as to such matters as the Representative may reasonably request, including, without limitation, a statement:

(a) That the representations, warranties and agreements of the Company Parties in this Agreement are accurate in all material respects (except to the extent already qualified by materiality) on and as of such Delivery Date, and the Company has complied in all material respects with all its agreements contained herein and satisfied in all material respects the conditions on its part to be performed or satisfied hereunder at or prior to such Delivery Date;

(b) That no stop order suspending the effectiveness of the Registration Statement has been issued; and no proceedings or examination for that purpose have been instituted or, to the best of their knowledge, threatened or contemplated by the Commission;

(c) That no order suspending the effectiveness of the Registration Statement or the qualification or registration of the Shares under the securities or Blue Sky laws of any jurisdiction shall be in effect; and no proceedings or examination for such purpose shall be pending or, to the best of their knowledge and after reasonable investigation, threatened or contemplated by the authorities of any jurisdiction;

(d) That they have examined the Registration Statement, the Prospectus and the Time of Sale Information, and, in their opinion, (A) (1) the Registration Statement, as of the Effective Date, (2) the Prospectus, as of its date and on the applicable Delivery Date, and (3) the Time of Sale Information, as of the Applicable Time, did not and do not contain any untrue statement of a material fact and did not and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (except in the case of the Registration Statement, in the light of the circumstances under which they were made) not misleading, and (B) since the Effective Date, no event has occurred that should have been set forth in a supplement or amendment to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus that has not been so set forth, and taken as a whole, would have a Material Adverse Effect; and

(e) That no event, development or change as described in Section 7.1.8 (provided that no representation with respect to the judgment of the Representative need be made) or Section 7.1.9 has occurred or could reasonably be expected to occur.

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7.1.8. No Material Adverse Effect.

(a) Neither the Company nor any of its Subsidiaries shall have sustained, since the date of the latest audited financial statements included in the Time of Sale Information and the Prospectus, any loss or interference with its business that had or could reasonably be expected to have, in the aggregate, a Material Adverse Effect from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, and

(b) since the date specified in clause (a), there shall not have been any change in the capital stock or long-term debt of the Company or any of its Subsidiaries or any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, shareholders’ equity, properties, management, business or prospects of the Company and its Subsidiaries taken as a whole, except as described in the Registration Statement, the Time of Sale Information and the Prospectus or in connection with the Corporate Reorganization;

the effect of which, in any such case described in clause (a) or (b), is, individually or in the aggregate, in the judgment of the Representative, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered on such Delivery Date on the terms and in the manner contemplated in the Prospectus.

7.1.9. Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, or any Additional Closing Date, (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization”, as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act and (ii) no such nationally recognized statistical rating organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities.

7.1.10. Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) (A) trading in securities generally on any securities exchange that has registered with the Commission under Section 6 of the Exchange Act (including the NYSE, The Nasdaq Global Select Market, The Nasdaq Global Market or The Nasdaq Capital Market), or (B) trading in any securities of the Company on any exchange or in the over-the-counter market, shall have been suspended or materially limited or the settlement of such trading generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) a general moratorium on commercial banking activities shall have been declared by federal or state or Israeli authorities, (iii) the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States, or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions, including, without limitation, as a result of terrorist activities after the date hereof (or the effect of international conditions on the financial markets in the United States shall be such) or any other calamity or crisis either within or outside the United States, as to make it, in the judgment of the Representative, impracticable or inadvisable to proceed with the public offering or delivery of the Shares being delivered on such Delivery Date on the terms and in the manner contemplated in the Prospectus.

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7.1.11. The Shares shall have been approved for listing on NYSE, subject to notice of issuance.

7.1.12. At or prior to the Closing Date and any Additional Closing Date, you shall have received a Lock-Up Agreement duly executed by each of the parties set forth on Schedule III(a) and (b).

7.1.13. At or prior to the Closing Date, the Company and Bounty LLC shall have entered into the Amended and Restated Charter and the Bounty LLC Agreement, respectively, which shall contain the Lock-Up Provisions and shall be applicable to each Existing Owner.

7.1.14. At or prior to the Effective Date, you shall have received a letter from the Corporate Financing Department of FINRA confirming that such department has determined to raise no objections with respect to the fairness or reasonableness of the underwriting terms and arrangements of the Offering contemplated hereby.

7.1.15. You shall have received satisfactory evidence, as of the Closing Date and any Additional Closing Date, of the good standing of the Company and each of the Subsidiaries in their respective jurisdictions of organization and in such other jurisdictions as you may reasonably request, in each case, in writing from the appropriate governmental authorities of such jurisdictions.

7.1.16. The Company shall have furnished or caused to have been furnished to you such further certificates and documents as you shall have reasonably requested.

7.1.17. The Company shall have furnished to you evidence reasonably satisfactory to you that the Corporate Reorganization shall have occurred or will occur as of the Closing Date, in each case as described in the Prospectus without material modification, change or waiver, except for such modifications, changes or waivers as have been specifically identified to you and which, in your judgment, do not make it impracticable or inadvisable to proceed with the offering and delivery of the Shares at the Closing Date on the terms and in the manner contemplated in the Prospectus.

7.2. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are reasonably satisfactory in form and substance to you and your counsel.

7.3. If any of the conditions hereinabove provided for in this Section 7 shall not have been satisfied when and as required by this Agreement, this Agreement may be terminated by you by notifying the Company of such termination in writing at or prior to such Closing Date or any relevant Additional Closing Date. The Representative may in its sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder.

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8. Effective Date of Agreement. This Agreement shall become effective upon the later of (a) the execution and delivery hereof by the Parties in accordance with Section 19 hereof and (b) release of notification of the effectiveness of the Registration Statement by the Commission; provided, however, that the provisions of Sections 5 and 6 shall at all times be effective as of and from the execution and delivery of this Agreement by the Parties.

9. Defaulting Underwriters.

9.1. If any one or more of the Underwriters shall fail or refuse to purchase Shares that it or they have agreed to purchase hereunder, and the aggregate number of Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (1/10) of the aggregate number of the Shares (including after giving effect to any arrangements between you and the Company for the purchase of the Shares as referred to under Section 9.2 hereof), the Representative may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date or any Additional Closing Date, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in any agreement among the Underwriters, to purchase the Shares that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase.

9.2. If (a) any Underwriter or Underwriters shall fail or refuse to purchase the Shares on the Closing Date or any Additional Closing Date, (b) the aggregate number of Shares with respect to which such default occurs is more than one-tenth (1/10) of the aggregate number of Shares to be purchased on such Closing Date and (c) arrangements satisfactory to you and the Company for the purchase of such Shares are not made within forty-eight (48) hours after such default, either you or the Company shall have the right to:

(i) terminate this Agreement without any liability on the part of any non-defaulting Underwriter or, except as provided in Sections 5 and 6 hereof (provided that if such default occurs with respect to any Additional Shares after the Closing Date, this Agreement will not terminate as to the Firm Shares or any Additional Shares purchased prior to such termination), the Company; or

(ii) postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement, the Time of Sale Information and the Prospectus or any other documents or arrangements may be effected.

9.3. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any such default of such Underwriter under this Agreement.

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10. Termination of Agreement.

10.1. The obligations of the Underwriters hereunder may be terminated by the Representative by notice given to and received by the Company prior to delivery of and payment for the Firm Shares, if, prior to that time, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, the NYSE, (ii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred and shall be continuing, (iii) any moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (iv) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in the judgment of the Representative, is material and adverse and which, taken as a whole with any other event specified in this clause (iv), makes it, in the judgment of the Representative, impracticable or inadvisable to proceed with the offer, sale or delivery of the Firm Shares on the terms and in the manner contemplated in this Agreement, the Time of Sale Information and the Prospectus.

10.2. Notice of such cancellation shall be promptly given to the Company and its counsel by e-mail or telephone and shall be subsequently confirmed by letter.

11. Surviving provisions. The provisions of Sections 5 and 6 hereof and the representations and warranties of the Company set forth in Section 1.1.1 and of this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company, the Affiliates of any Underwriters, the directors or officers of any Underwriters or the Company or each person, if any, who controls any Underwriter or the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, (ii) delivery and acceptance of any Shares and payment therefor hereunder and (iii) any termination of this Agreement for any reason whatsoever.

12. Miscellaneous. Except as otherwise provided in Sections 4, 7.3 and 10.2 hereof, notice given pursuant to any of the provisions of this Agreement shall be in writing and shall be delivered:

12.1. to the Company, to the following address:

Bounty Minerals, Inc.

777 Main Street, Suite 3400

Fort Worth, Texas 76102

Attention:         Tracie Palmer

Telephone:       (817) 332-2711

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with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP

609 Main Street, Suite 4700

Houston, Texas 77002

Attention:          Sean T. Wheeler, P.C.

    Debbie P. Yee, P.C.

    Anne G. Peetz

Telephone:         (713) 836-3427

    (713) 836-3630

    (713) 836-3711

12.2. to the Underwriters, to the following address:

Raymond James & Associates, Inc.

880 Carillon Parkway

St. Petersburg, Florida 33716

Attention:          Tom Donegan

Telephone:        (727) 567-1009

with a copy (which shall not constitute notice) to:

Vinson & Elkins L.L.P.

845 Texas Avenue, Suite 4700

Houston, Texas 77002

Attention:         Douglas E. McWilliams

   Thomas G. Zentner III

Telephone:       (713) 758-3613

   (713) 758-3671

13. Benefit. This Agreement has been and is made solely for the benefit of the Underwriters, the Company and any other Indemnified Party referred to in Section 6 hereof. Nothing in this Agreement is intended, or shall be construed, to give any other person or entity any legal or equitable right, benefit, remedy or claim under, or in respect of or by virtue of, this Agreement or any provision contained herein.

14. Authority of the Representative. Any action by the Underwriters hereunder may be taken by the Representative on behalf of the Underwriters, and any such action taken by the Representative shall be binding upon the Underwriters.

15. Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.

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16. Entire Agreement. This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering and sale of the Shares, represents the entire agreement among the Company and the Underwriters with respect to the preparation of the Registration Statement, any Rule 462(b) Registration Statement, each Preliminary Prospectus, any Prospectus, any Free Writing Prospectus (including any Issuer Free Writing Prospectus) and any Written Testing-the-Waters Communication, the purchase and sale of the Shares and the conduct of the Offering contemplated hereby.

17. Amendments and Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by all the Parties. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after the waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise of any other right, remedy power or privilege.

18. Applicable Law, Arbitration and Waiver of Jury Trial.

18.1. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to choice of law principles thereunder.

18.2. All claims arising out of the interpretation, application or enforcement, or otherwise relating to the subject matter, of this Agreement, including, without limitation, any breach of this Agreement, shall be settled by final and binding arbitration (the “Arbitration”) in New York, New York, in accordance with the commercial rules then prevailing of the American Arbitration Association by a panel of three (3) arbitrators appointed in accordance with the American Arbitration Association commercial rules. The decision of the arbitrators shall be binding on each of the Company and the Underwriters and may be entered and enforced in any court of competent jurisdiction by any such Party(ies). Each such Party shall initially bear its own legal fees and costs in connection with the Arbitration provided, however, that each such Party shall pay one-half of any fees and expenses of the Arbitration. However, after the issuance of the award, the non-prevailing Party (as determined by the arbitrators) will (i) bear all costs of Arbitration including the cost and expenses of the arbitrators and the cost of the proceedings and (ii) reimburse the prevailing Party for its costs, expenses, attorneys’ fees and other legal expenses incurred in connection with the related dispute and the Arbitration. The Arbitration shall be pursued and brought to conclusion as rapidly as is possible.

18.3. TO THE EXTENT PERMITTED BY LAW, EACH OF THE COMPANY AND THE UNDERWRITERS VOLUNTARILY AND IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) RELATED TO OR ARISING OUT OF THIS AGREEMENT.

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19. Counterparts. This Agreement may be signed in various counterparts, each of which shall be deemed to be an original, which together shall constitute one and the same instrument. This Agreement shall be effective when, but only when, at least one (1) counterpart hereof shall have been executed on behalf of each Party.

20. No Fiduciary Duty. Notwithstanding any pre-existing relationship, advisory or otherwise, between the Parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, the Company acknowledges and agrees that (i) nothing herein shall create a fiduciary or agency relationship between the Company, on the one hand, and the Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to the Company in connection with the offering and sale of the Shares or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to public offering price of the Shares, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate; (iii) the relationship between the Company, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the price of the Shares was established by the Company and the Underwriters based on discussions and arms’ length negotiations and the Company understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iv) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Underwriters may have financial interests in the success of the offering and sale of the Shares that are not limited to the difference between the price to the public and the purchase price paid to the Company for the Shares and such interests may differ from the interests of the Company, and the Underwriters have no obligation to disclose, or account to the Company for any benefit they may derive from such additional financial interests. The Company hereby waives and releases, to the fullest extent permitted by the applicable law, any claims it may have against the Underwriters with respect to any breach or alleged breach of fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or any of its shareholders, managers, employees or creditors.

21. Research Analyst Independence. The Company acknowledges that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (b) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Class A Common Stock and/or the Offering that differ from the views of their respective investment banking divisions. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company by any Underwriter’s investment banking division. The Company acknowledges that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in the Class A Common Stock or any other securities of the Company.

[Remainder of page intentionally left blank – Signature page follows]

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Please confirm that the foregoing correctly sets forth the agreement among the Company and the Underwriters.

Very truly yours,

BOUNTY MINERALS, INC.

Name: Tracie Palmer

Title: Chief Executive Officer and President

[Signature Page to Underwriting Agreement]

CONFIRMED as of the date first above mentioned, on behalf of the Representative and the Underwriters.
RAYMOND JAMES & ASSOCIATES, INC.
By:
	Authorized Representative

[Signature Page to Underwriting Agreement]

SCHEDULE I

Underwriters

Name:	Number of Firm Shares	Number of Additional Shares
Raymond James & Associates, Inc.
Stifel, Nicolaus & Company, Incorporated
Stephens Inc.
Total

Sch. I-1

SCHEDULE II

(a) Issuer Free Writing Prospectuses

[•]

(b) Written Testing-the-Waters Communications

[•]

Sch. II-1

SCHEDULE III

Persons Subject to Lock-up

(a) Directors

I. Jon Brumley

Jennifer Dempsey

Courtney Bass

John C. Goff

Ricky Brown

Billy Rosenthal

James A. Winne III

(b) Officers

Tracie Palmer

Kathy Van Zandt

Sch. III-1

SCHEDULE IV

Subsidiaries

• Bounty Minerals Holdings LLC

• Bounty Minerals Management LLC

• Bounty Minerals LLC

• Bounty Minerals BlockerCo LLC

• Bounty Minerals EmployeeCo LLC

Sch. IV-1

EXHIBIT A

Form of Lock-Up Agreement

[●], 2022

BOUNTY MINERALS, INC.

777 Main Street, Suite 3400

Fort Worth, Texas 76102

RAYMOND JAMES & ASSOCIATES, INC.

As Representative (as defined below)

c/o Raymond James & Associates, Inc.

880 Carillon Parkway

St. Petersburg, FL 33716

Re:    Bounty Minerals, Inc. (the “Company”) - Restriction on Stock Sales

Ladies and Gentlemen:

This letter agreement is delivered to you pursuant to the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by Bounty Minerals, Inc., a Delaware corporation (the “Company”), as issuer, and Raymond James & Associates, Inc., as representative of the Underwriters as named and defined therein (the “Representative” or “you”).

Capitalized terms used but not defined herein have the respective meanings assigned to such terms in the Underwriting Agreement.

Upon the terms and subject to the conditions of the Underwriting Agreement, the Underwriters intend to effect a public offering of the Class A Common Stock, as described in and contemplated by the Registration Statement (the “Offering”).

The undersigned recognizes that it is in the best financial interests of the undersigned, as an [officer/director/owner of stock, options, warrants or other securities] of the Company that the Company complete the Offering.

The undersigned further recognizes that the Class A Common Stock and/or the Company’s options, warrants or other securities (together, the “Company Securities”) held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort.

Therefore, as an inducement to the Underwriters to execute the Underwriting Agreement, the undersigned hereby acknowledges and agrees that the undersigned will not (i) offer, sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of (collectively, a “Disposition”) of any Company Securities, or any securities convertible into or exercisable or exchangeable for, or any rights to purchase or otherwise acquire, any Company Securities held by the undersigned or acquired by the undersigned after the date hereof, or that may be deemed to be beneficially owned by the undersigned (collectively, the “Lock-Up Securities”), pursuant to the Act and the Exchange Act, for a period of 180 days following the consummation of the Offering (the “Lock-Up Period”), without the prior written consent of the Representative or (ii) exercise or seek to exercise or effectuate in any manner any rights of any nature that the undersigned has or may have hereafter to require the Company to register under the Act the Disposition of any of the Lock-Up Securities held by the undersigned, or to otherwise participate as a selling securityholder in any manner in any registration effected by the Company under the Act, including under the Registration Statement, during the Lock-Up Period. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or reasonably expected to lead or result in a Disposition of Lock-Up Securities during the Lock-Up Period, even if such Lock-Up Securities would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option or reversal or cancellation thereof) with respect to any Lock-Up Securities or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Lock-Up Securities.

Ex. A-1

The foregoing paragraph shall not apply to (a) bona fide gifts, sales or other dispositions of shares of any class of the Company’s capital stock, in each case that are made exclusively between and among the undersigned or members of the undersigned’s family, or affiliates of the undersigned, including its partners (if a partnership) or members (if a limited liability company); provided that it shall be a condition to any transfer pursuant to this clause (b) that (i) the transferee/donee agrees to be bound by the terms of this letter agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto, (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (“Exchange Act”)) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the 180-day period referred to above, and (iii) the undersigned notifies Raymond James & Associates, Inc. at least two business days prior to the proposed transfer or disposition, (b) any exercise of options or vesting or exercise of any other equity-based award, in each case, under the Company’s equity incentive plan or any other plan or agreement described in the Registration Statement, Time of Sale Information and Prospectus, including any Company Securities withheld by the Company for the payment of taxes due upon such exercise or vesting; provided that (A) no filing or public announcement by any party under the Exchange Act or otherwise shall be required or shall be voluntarily made in connection with such exercise or vesting and (B) any Company Securities received upon such exercise or vesting, following any applicable net settlement or net withholding, will also be subject to the terms of this letter agreement, and (c) the establishment of any contract, instruction or plan that satisfies all of the requirements of Rule 10b5-1 (a “Rule 10b5-1 Plan”) under the Exchange Act; provided, however, that no sales of Company Securities or securities convertible into, or exchangeable or exercisable for, Company Securities, shall be made pursuant to a Rule 10b5-1 Plan prior to the expiration of the Lock-Up Period (as the same may be extended pursuant to the provisions hereof); provided further, that the Company is not required to report the establishment of such Rule 10b5-1 Plan in any public report or filing with the Commission under the Exchange Act during the Lock-Up Period and does not otherwise voluntarily effect any such public filing or report regarding such Rule 10b5-1 Plan.

It is understood that, if the Underwriting Agreement (other than the provisions thereof that survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares, you will release the undersigned from the obligations under this letter agreement.

In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of Lock-Up Securities if such transfer would constitute a violation or breach of this letter agreement. This letter agreement shall be binding on the undersigned and the respective successors, heirs, personal representatives and assigns of the undersigned.

If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing restrictions in this Lock-Up Agreement shall be equally applicable to any issuerdirected Securities the undersigned may purchase in the Offering.

This letter agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to choice of law principles thereunder. All claims arising out of the interpretation, application or enforcement, or otherwise relating to the subject matter, of this letter agreement, including, without limitation, any breach of this letter agreement, shall be settled by final and binding arbitration (the “Arbitration”) in New York, New York, in accordance with the commercial rules then prevailing of the American Arbitration Association by a panel of three (3) arbitrators appointed in accordance with the American Arbitration Association commercial rules. The decision of the arbitrators shall be binding on the undersigned and may be entered and enforced in any court of competent jurisdiction by the undersigned. The undersigned shall initially bear its own legal fees and costs in connection with the Arbitration provided, however, that it shall pay one-half of any filing fees, fees and expenses of the Arbitration. However, after the issuance of the award, the non-prevailing party (as determined by the arbitrators) will (i) bear all costs of Arbitration including the cost and expenses of the arbitrators and the cost of the proceedings and (ii) reimburse the prevailing party for its costs, expenses, attorneys’ fees and other legal expenses incurred in connection with the related dispute and the Arbitration. The Arbitration shall be pursued and brought to conclusion as rapidly as is possible. TO THE EXTENT PERMITTED BY LAW, THE UNDERSIGNED VOLUNTARILY AND IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) RELATED TO OR ARISING OUT OF THIS LETTER AGREEMENT.

[Signature page follows]

Ex. A-2

Very truly yours,

By:

Ex. A-3

EXHIBIT B

Form of Lock-Up Provisions

(a) Amended and Restated Charter

Section 4.7 Restrictions on Transfer.

(a) No holder of Common Stock that acquired its shares thereof prior to the consummation of the initial public offering of Class A Common Stock (the “IPO,” and each such holder an “Initial Stockholder”) shall be permitted to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of (collectively, a “Disposition”) any Common Stock, or any securities convertible into or exercisable or exchangeable for, or any rights to purchase or otherwise acquire, which includes engaging in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or reasonably expected to lead or result in a Disposition, any Common Stock held by such Initial Stockholder or acquired by such Initial Stockholder immediately after the consummation of the IPO, or that may be deemed to be beneficially owned by such Initial Stockholder (collectively, the “Lock-Up”), pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for a period of 180 days following the consummation of the IPO (the “Lock-Up Period”), without the prior written consent of the managing underwriter of the IPO. Each Initial Stockholder agrees to execute such agreement as may be reasonably requested by the managing underwriter of the IPO that is necessary to give further effect hereto; provided that in the event of any conflict or inconsistency between the terms of such separate agreement and this Section 4.7, the terms of such separate agreement shall control. Following the expiration of the Lock-Up Period, the Initial Stockholders may effect a Disposition of all or any portion of their Common Stock, subject to compliance with applicable securities laws, policies of the Corporation, the Amended and Restated Certificate of Incorporation, the Bylaws and any other requirements imposed by the Corporation or the transfer agent and registrar with respect to the Common Stock.

(b) Notwithstanding Section 4.7(a), the Lock-Up shall not apply to (i) bona fide gifts, sales or other dispositions of shares of any class of the Corporation’s capital stock, in each case, that are made exclusively between and among an Initial Stockholder and members of the Initial Stockholder’s family, or affiliates of the Initial Stockholder, including its partners (if a partnership) or members (if a limited liability company); provided that it shall be a condition to any transfer pursuant to this clause (i) that (A) the transferee/donee, through its subsequent ownership of such transferred shares of Common Stock, is bound by the restrictions set forth in Section 4.7(a) to the same extent as the transferor/donor, (B) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period, and (C) the Initial Stockholder notifies the managing underwriter of the IPO at least two business days prior to the proposed transfer or disposition, (iii) any exercise of options or vesting or exercise of any other equity-based award, in each case, under the Corporation’s equity incentive plan or any other plan or agreement described in the prospectus included in the registration statement on Form S-1 filed in connection with the IPO, including any Common Stock withheld by the Corporation for the payment of taxes due upon such exercise or vesting; provided that (A) no filing or public announcement by any party under the Exchange Act or otherwise shall be required or shall be voluntarily made in connection with such exercise or vesting and (B) any Common Stock received upon such exercise or vesting, following any applicable net settlement or net withholding, will also be subject to the Lock-Up; and (iii) the establishment of any contract, instruction or plan that satisfies all of the requirements of Rule 10b5-1 (a “Rule 10b5-1 Plan”) under the Exchange Act; provided, however, that no sales of Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock, shall be made pursuant to a Rule 10b5-1 Plan prior to the expiration of the Lock-Up Period; provided further, that the Corporation is not required to report the establishment of such Rule 10b5-1 Plan in any public report or filing with the U.S. Securities and Exchange Commission under the Exchange Act during the Lock-Up Period and does not otherwise voluntarily effect any such public filing or report regarding such Rule 10b5-1 Plan.

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

THE SHARES REPRESENTED HEREBY ARE SUBJECT TO A LOCK-UP PERIOD AS SET FORTH IN THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BOUNTY MINERALS, INC.

Ex. B-1

(b) Bounty LLC Agreement

Section 10.1 Lock-Up Restrictions.

(a) No holder of Units that acquired its Units thereof pursuant to the Reorganization described in Section 3.03(a) (each such holder, an “Initial Unitholder”) shall be permitted to, directly or indirectly, (i) offer, sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of (collectively, a “Disposition”) any Units, or any securities convertible into or exercisable or exchangeable for, or any rights to purchase or otherwise acquire, which includes engaging in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or reasonably expected to lead or result in a Disposition, any Units held by such Initial Unitholder or acquired by such Initial Unitholder immediately after the consummation of the IPO, or that may be deemed to be beneficially owned by such Initial Unitholder (collectively, the “Lock-Up”), for a period of 180 days following the consummation of the IPO (the “Lock-Up Period”), without the prior written consent of the managing underwriter of the IPO or (ii) exercise or seek to exercise or effectuate in any manner any rights of any nature that the Initial Unitholder has or may have hereafter to require the Corporation to register under the Act the Disposition of any of the Units, or any Class A Common Stock issuable upon the redemption of such Units pursuant to the Redemption Right, subject to the Lock-Up held by the Initial Unitholder, or to otherwise participate as a selling securityholder in any manner in any registration effected by the Corporation or the Company under the Act during the Lock-Up Period. Each Initial Unitholder agrees to execute such agreement as may be reasonably requested by the managing underwriter of the IPO that is necessary to give further effect hereto; provided that in the event of any conflict or inconsistency between the terms of such separate agreement and this Section 10.1, the terms of such separate agreement shall control. Following the expiration of the Lock-Up Period, the Initial Unitholders may effect a Disposition of all or any portion of their Units, subject to compliance with applicable securities laws, policies of the Corporation and the Company, the Amended and Restated Certificate of Incorporation of the Corporation, the Amended and Restated Bylaws of the Corporation, this Agreement, the Certificate and any other requirements imposed by the Corporation, the Company or the transfer agent and registrar with respect to the Units.

(b) Notwithstanding Section 10.1(a), the Lock-Up shall not apply to bona fide gifts, sales or other dispositions of any class of the Company’s equity interests, in each case, that are made exclusively between and among the Initial Unitholder or members of the Initial Unitholder’s family, or affiliates of the Initial Unitholder, including its partners (if a partnership) or members (if a limited liability company); provided that it shall be a condition to any transfer pursuant to this clause (ii) that (A) the transferee/donee agrees to be bound by the restrictions set forth in Section 10.1(a) to the same extent as the transferor/donor, (B) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act and the Exchange Act to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period, and (C) the Initial Unitholder notifies the managing underwriter of the IPO at least two business days prior to the proposed transfer or disposition.

(c) Unless the written approval of the managing underwriter of the IPO is obtained with respect to a Disposition after the consummation of the IPO until the expiration of the Lock-Up Period, such purported Disposition shall not be effective to transfer record, beneficial, legal or any other ownership of such Units, and the transferee shall not be entitled to any rights as a holder of Units with respect to the Units purported to be purchased, acquired or transferred in the Disposition (including, without limitation, the right to vote or to receive dividends with respect thereto). Each such Unit subject to the Lock-Up shall bear the following legend (or any substantially similar legend):

THE UNITS REPRESENTED HEREBY ARE SUBJECT TO A LOCK-UP PERIOD AS SET FORTH IN THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BOUNTY MINERALS HOLDINGS LLC.

Ex. B-2

EXHIBIT C

Form of Opinion and 10b-5 Statement of Counsel to the Company

[To come.]

Ex. C-1

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

BOUNTY MINERALS, INC.

Bounty Minerals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

1. The original Certificate of Incorporation of the Corporation was filed with the Office of the Secretary of State of the State of Delaware on June 13, 2022 (the “Certificate of Incorporation”).

2. The Corporation is filing this Amended and Restated Certificate of Incorporation of the Corporation (the “Amended and Restated Certificate of Incorporation”), which restates, integrates and further amends the Certificate of Incorporation, as heretofore amended, and which was duly adopted by all necessary action of the board of directors of the Corporation (the “Board of Directors”) and the stockholders of the Corporation in accordance with the provisions of Sections 242, 245 and 228 of the General Corporation Law of the State of Delaware (the “DGCL”).

3. The text of the Certificate of Incorporation is hereby amended and restated in its entirety by this Amended and Restated Certificate of Incorporation to read in full as follows:

ARTICLE I

The name of the corporation is Bounty Minerals, Inc.

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is c/o Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is Corporation Trust Center.

ARTICLE III

The nature of the business of the Corporation and the objects or purposes to be transacted, promoted or carried on by it is to engage in any lawful act or activity for which corporations may be organized under the DGCL, including, without limitation (a) investing in securities of Bounty Minerals Holdings LLC, a Delaware limited liability company, or any successor entities thereto (“Bounty LLC”) and any of its subsidiaries, (b) exercising all rights, powers, privileges and other incidents of ownership or possession with respect to the Corporation’s assets, including managing, holding, selling and disposing of such assets and (c) engaging in any other activities incidental or ancillary thereto.

ARTICLE IV

Section 4.1 Authorized Stock. The total number of shares of all classes of stock that the Corporation is authorized to issue is            shares of stock, consisting of:

(a)                shares of Class A common stock, with a par value of $0.01 per share (the “Class A Common Stock”),

(b)                shares of Class B common stock, with a par value of $0.01 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), and

(c)                shares of preferred stock, with a par value of $0.01 per share (the “Preferred Stock”).

Section 4.2 Preferred Stock. The Board of Directors is authorized, subject to any limitations prescribed by law, to provide for the issuance of shares of Preferred Stock in one or more series, and by filing a certificate pursuant to the applicable law of the State of Delaware (such certificate being hereinafter referred to as a “Preferred Stock Designation”), to establish from time to time the number of shares to be included in each such series and to fix the powers, designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including, without limitation, the authority to fix or alter the dividend rights, dividend rates, conversion rights, exchange rights, voting rights, rights and terms of redemption (including sinking and purchase fund provisions), the redemption price or prices, restrictions on the issuance of shares of such series, the dissolution preferences and the rights in respect to any distribution of assets of any wholly unissued series of Preferred Stock and the number of shares constituting any such series, and the designation thereof, or any of them and to increase or decrease the number of shares of any series so created (except where otherwise provided in the Preferred Stock Designation), subsequent to the issue of that series but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series. There shall be no limitation or restriction on any variation between any of the different series of Preferred Stock as to the designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof; and the several series of Preferred Stock may vary in any and all respects as fixed and determined by the resolution or resolutions of the Board of Directors or by a committee of the Board of Directors, providing for the issuance of the various series of Preferred Stock.

Section 4.3 Number of Authorized Shares. The number of authorized shares of any of the Class A Common Stock, Class B Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the outstanding shares of stock of the Corporation entitled to vote thereon, without a separate vote of any holders of the Class A Common Stock, Class B Common Stock or Preferred Stock, or of any series thereof, unless a separate vote of any such holders is required pursuant to the terms of any Preferred Stock Designation, irrespective of the provisions of Section 242(b)(2) of the DGCL.

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Section 4.4 Common Stock. The powers, preferences and rights of the Class A Common Stock and the Class B Common Stock, and the qualifications, limitations or restrictions thereof are as follows:

(a) Voting Rights. Except as otherwise required by law or this Amended and Restated Certificate of Incorporation (including any Preferred Stock Designation),

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

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

(iii) Except as otherwise required in this Amended and Restated Certificate of Incorporation or by applicable law, the holders of shares of Common Stock shall vote together as a single class (or, if any holders of shares of Preferred Stock are entitled to vote together with the holders of Common Stock, as a single class with such holders of Preferred Stock) on all matters submitted to a vote of stockholders of the Corporation.

(b) Dividends and Distributions. Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or series of stock having a preference over or the right to participate with the Class A Common Stock with respect to the payment of dividends, dividends may be declared and paid on the Class A Common Stock out of the assets or funds of the Corporation that are by law available therefor, at such times and in such amounts as the Board of Directors in its discretion shall determine. Dividends shall not be declared or paid on the Class B Common Stock.

(c) Liquidation Rights. In the event of liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, after payment or provision for payment of the debts and other liabilities of the Corporation and after making provisions for preferential and other amounts, if any, to which the holders of Preferred Stock shall be entitled, the remaining assets and funds of the Corporation available for distribution shall be divided among and paid ratably to the holders of all outstanding shares of Class A Common Stock in proportion to the number of shares held by each such stockholder; provided, however, that the holders of shares of Class B Common Stock shall be entitled to receive $0.01 per share, and upon receiving such amount, the holders of shares of Class B Common Stock, as such, shall not be entitled to receive any assets of the Corporation in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation. A consolidation, reorganization or merger of the Corporation with any other Person or Persons (as defined below), or a sale of all or substantially all of the assets of the Corporation, shall not be considered to be a dissolution, liquidation or winding up of the Corporation within the meaning of this Section 4.4(c).

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(d) Retirement of Class B Common Stock. Shares of Class B Common Stock may be issued or transferred only in connection with the simultaneous issuance or transfer of an identical number of Common Units. Any purported issuance or transfer of shares of Class B Common Stock not accompanied by an issuance or transfer of the identical number of Common Units shall be null and void and of no force or effect, and the shares of Class B Common Stock so issued or transferred shall automatically and without further action on the part of the Corporation or any holder of Class B Common Stock be transferred to the Corporation and cancelled for no consideration and thereupon shall be retired.

Section 4.5 Certificates. All certificates or book entries representing shares of Class B Common Stock, shall bear a legend substantially in the following form (or in such other form as the Board of Directors may determine):

THE SECURITIES REPRESENTED BY THIS [CERTIFICATE][BOOK ENTRY] ARE SUBJECT TO THE RESTRICTIONS (INCLUDING RESTRICTIONS ON TRANSFER) SET FORTH IN THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE CORPORATION (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE CORPORATION AND SHALL BE PROVIDED FREE OF CHARGE TO ANY STOCKHOLDER MAKING A REQUEST THEREFOR).

Section 4.6 Fractions. The Common Stock may be issued and transferred in fractions of a share which shall entitle the holder to exercise voting rights and to have the benefit of all other rights of holders of Common Stock. Holders of shares of Common Stock shall be entitled to transfer fractions thereof and the Corporation shall, and shall cause the Corporation’s transfer agent to, facilitate any such transfers, including by issuing certificates or making book entries representing any such fractional shares. For all purposes of this Amended and Restated Certificate of Incorporation, all references to Common Stock or any share thereof (whether in the singular or plural) shall be deemed to include references to any fraction of a share of Common Stock.

Section 4.7 Restrictions on Transfer.

(a) No holder of Common Stock that acquired its shares thereof prior to the consummation of the initial public offering of Class A Common Stock (the “IPO,” and each such holder an “Initial Stockholder”) shall be permitted to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of (collectively, a “Disposition”) any Common Stock, or any securities convertible into or exercisable or exchangeable for, or any rights to purchase or otherwise acquire, which includes engaging in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or reasonably expected to lead or result in a Disposition, any Common Stock held by such Initial Stockholder or acquired by such Initial Stockholder immediately after the consummation of the IPO, or that may be deemed to be beneficially owned by such Initial Stockholder (collectively, the “Lock-Up”), pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for a period of 180 days following the consummation of the IPO (the “Lock-Up Period”), without the prior written consent of the managing

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underwriter of the IPO. Each Initial Stockholder agrees to execute such agreement as may be reasonably requested by the managing underwriter of the IPO that is necessary to give further effect hereto; provided that in the event of any conflict or inconsistency between the terms of such separate agreement and this Section 4.7, the terms of such separate agreement shall control. Following the expiration of the Lock-Up Period, the Initial Stockholders may effect a Disposition of all or any portion of their Common Stock, subject to compliance with applicable securities laws, policies of the Corporation, this Amended and Restated Certificate of Incorporation, the bylaws of the Corporation (the “Bylaws”) and any other requirements imposed by the Corporation or the transfer agent and registrar with respect to the Common Stock.

(b) Notwithstanding Section 4.7(a), the Lock-Up shall not apply to (i) bona fide gifts, sales or other dispositions of shares of any class of the Corporation’s capital stock, in each case, that are made exclusively between and among an Initial Stockholder and members of the Initial Stockholder’s family, or affiliates of the Initial Stockholder, including its partners (if a partnership) or members (if a limited liability company); provided that it shall be a condition to any transfer pursuant to this clause (i) that (A) the transferee/donee, through its subsequent ownership of such transferred shares of Common Stock, is bound by the restrictions set forth in Section 4.7(a) to the same extent as the transferor/donor, (B) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period, and (C) the Initial Stockholder notifies the managing underwriter of the IPO at least two business days prior to the proposed transfer or disposition, (iii) any exercise of options or vesting or exercise of any other equity-based award, in each case, under the Corporation’s equity incentive plan or any other plan or agreement described in the prospectus included in the registration statement on Form S-1 filed in connection with the IPO, including any Common Stock withheld by the Corporation for the payment of taxes due upon such exercise or vesting; provided that (A) no filing or public announcement by any party under the Exchange Act or otherwise shall be required or shall be voluntarily made in connection with such exercise or vesting and (B) any Common Stock received upon such exercise or vesting, following any applicable net settlement or net withholding, will also be subject to the Lock-Up; and (iii) the establishment of any contract, instruction or plan that satisfies all of the requirements of Rule 10b5-1 (a “Rule 10b5-1 Plan”) under the Exchange Act; provided, however, that no sales of Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock, shall be made pursuant to a Rule 10b5-1 Plan prior to the expiration of the Lock-Up Period; provided further, that the Corporation is not required to report the establishment of such Rule 10b5-1 Plan in any public report or filing with the U.S. Securities and Exchange Commission under the Exchange Act during the Lock-Up Period and does not otherwise voluntarily effect any such public filing or report regarding such Rule 10b5-1 Plan.

(c) Unless the written approval of the managing underwriter of the IPO is obtained with respect to a Disposition after the consummation of the IPO until the expiration of the Lock-Up Period, such purported Disposition shall not be effective to transfer record, beneficial, legal or any other ownership of such Common Stock, and the

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transferee shall not be entitled to any rights as a stockholder of the Corporation with respect to the Common Stock purported to be purchased, acquired or transferred in the Disposition (including, without limitation, the right to vote or to receive dividends with respect thereto). Each such share of Common Stock subject to the Lock-Up Period shall bear the following legend (or any substantially similar legend):

THE SHARES REPRESENTED HEREBY ARE SUBJECT TO A LOCK-UP PERIOD AS SET FORTH IN THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BOUNTY MINERALS, INC.

ARTICLE V

The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock a number of shares that shall from time to time be sufficient to effect the redemption of all outstanding Common Units that are subject to the Redemption Right (as defined in the LLC Agreement); provided that nothing contained herein shall be construed to preclude the Corporation from satisfying its obligations in respect of any such redemption by delivery of cash in lieu of shares of Class A Common Stock in the amount permitted by and provided in the LLC Agreement or shares of Class A Common Stock that are held in the treasury of the Corporation. All shares of Class A Common Stock that shall be issued upon any such redemption will, upon issuance in accordance with the LLC Agreement, be validly issued, fully paid and non-assessable.

ARTICLE VI

In furtherance and not in limitation of the powers conferred upon it by law, the Board of Directors is expressly authorized to adopt, amend and repeal the Bylaws. The affirmative vote of a majority of the Board of Directors shall be required to adopt, amend, alter or repeal the Bylaws. The Bylaws also may be adopted, amended, altered or repealed by the stockholders; provided, however, that in addition to any vote of the holders of any class or series of capital stock of the Corporation required by law or by this Amended and Restated Certificate of Incorporation (including any Preferred Stock Designation), the affirmative vote of the holders of a majority of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of Directors (as defined below), voting together as a single class, shall be required for the stockholders to adopt, amend, alter or repeal the Bylaws; and provided, further, however, that no Bylaws hereafter adopted by the stockholders shall invalidate any prior act of the Board of Directors that would have been valid if such Bylaws had not been adopted.

ARTICLE VII

Section 7.1 Board of Directors. Except as provided in this Amended and Restated Certificate of Incorporation and the DGCL, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

Section 7.2 Ballot. Elections of the directors comprising the Board of Directors (each such director, in such capacity, a “Director”) need not be by written ballot unless the Bylaws shall so provide.

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Section 7.3 Number and Terms of the Board of Directors. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the number of Directors shall be fixed from time to time exclusively by resolutions adopted by the Board of Directors. The directors (other than those directors elected by the holders of any series of Preferred Stock, voting separately as a series or together with one or more other such series, as the case may be) shall be divided into three classes designated Class I, Class II and Class III. Each class shall consist, as nearly as possible, of one-third of the total number of such directors. Class I directors shall initially serve for a term expiring at the first annual meeting of stockholders following the initial closing of the registered initial underwritten public offering of the Class A Common Stock (the “IPO Date”), Class II directors shall initially serve for a term expiring at the second annual meeting of stockholders following the IPO Date and Class III directors shall initially serve for a term expiring at the third annual meeting of stockholders following the IPO Date. Commencing with the first annual meeting of stockholders following the IPO Date, the directors of the class to be elected at each annual meeting shall be elected for a three-year term. If the number of such directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any such additional director of any class elected to fill a newly created directorship resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case shall a decrease in the number of directors remove or shorten the term of any incumbent director. Any such director shall hold office until the annual meeting at which his or her term expires and until his or her successor shall be elected and qualified, or his or her death, resignation, retirement, disqualification or removal from office. The Board is authorized to assign members of the Board already in office to their respective class. At each annual meeting of stockholders following the sixth annual meeting of stockholders held after the IPO Date, all directors shall be submitted to a vote of the Company’s stockholders for election, and shall be elected for terms expiring at the next annual meeting of stockholders and the classification provision set forth above shall no longer apply.

Section 7.4 Newly Created Directorships and Vacancies. Except as otherwise required by law and subject to the rights of the holders of any series of Preferred Stock then outstanding, unless the Board of Directors otherwise determines, newly created directorships resulting from any increase in the authorized number of directors or any vacancies on the Board of Directors resulting from the death, resignation, retirement, disqualification, removal from office or other cause shall be filled only by a majority vote of the Directors then in office, though less than a quorum, or by a sole remaining Director entitled to vote thereon, and not by the stockholders. Any Director so chosen shall hold office until the next election of Directors and until his or her successor shall be elected and qualified.

Section 7.5 Removal for Cause. Subject to the rights of the holders of any series of Preferred Stock then outstanding, any Director, or the entire Board of Directors, may be removed with or without cause, at a meeting called for that purpose by the affirmative vote of the holders of at least a majority of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of Directors, voting together as a single class.

Section 7.6 Notice. Advance notice of stockholder nominations for election of Directors and other business to be brought by stockholders before a meeting of stockholders shall be given in the manner provided by the Bylaws.

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Section 7.7 Committees. Each committee designated by the Board of Directors shall consist of no less than one (1) Director.

ARTICLE VIII

Section 8.1 No Action by Written Consent. Except as may be otherwise provided for or fixed pursuant to this Amended and Restated Certificate of Incorporation (including any Preferred Stock Designation), any action required or permitted to be taken by the stockholders of the Corporation must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders.

Section 8.2 Special Meetings. Special meetings of stockholders of the Corporation may be called only by the majority of the Board of Directors pursuant to a resolution adopted by the affirmative vote of a majority of the Board of Directors.

ARTICLE IX

The Corporation shall have the right, subject to any express provisions or restrictions contained in this Amended and Restated Certificate of Incorporation, from time to time, to amend this Amended and Restated Certificate of Incorporation or any provision hereof in any manner now or hereafter provided by applicable law, and all rights and powers of any kind conferred upon a Director or stockholder of the Corporation by this Amended and Restated Certificate of Incorporation or any amendment hereof are subject to such right of the Corporation. Notwithstanding any other provision of this Amended and Restated Certificate of Incorporation or the Bylaws (and in addition to any other vote that may be required by applicable law or this Amended and Restated Certificate of Incorporation), the affirmative vote of the holders of a majority of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of Directors, voting together as a single class, shall be required to amend, alter or repeal any provision of this Amended and Restated Certificate of Incorporation.

ARTICLE X

The Corporation is authorized to indemnify, and to advance expenses to, each current, former or prospective Director, officer, employee or agent of the Corporation to the fullest extent permitted by Section 145 of the DGCL. To the fullest extent permitted by the laws of the State of Delaware, no Director or officer shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable. No amendment to, or modification or repeal of, this Article X shall adversely affect any right or protection of a Director or of any officer, employee or agent of the Corporation existing hereunder with respect to any act or omission occurring prior to such amendment, modification or repeal.

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ARTICLE XI

Section 11.1 Corporate Opportunity.

(a) To the fullest extent permitted by the laws of the State of Delaware, (i) the Corporation hereby renounces all interest and expectancy that it otherwise would be entitled to have in, and all rights to be offered an opportunity to participate in, any business opportunity that from time to time may be presented to (A) the Board of Directors or any Director, (B) any stockholder, officer or agent of the Corporation, or (C) any Affiliate of any person or entity identified in the preceding clause (A) or (B), but in each case subject to the last sentence of this Section 11.1(a); (ii) no stockholder and no Director, in each case, that is not an employee of the Corporation or its subsidiaries, will have any duty to refrain from (A) engaging in a corporate opportunity in the same or similar lines of business in which the Corporation or its subsidiaries from time to time is engaged or proposes to engage or (B) otherwise competing, directly or indirectly, with the Corporation or any of its subsidiaries; and (iii) if any stockholder or any Director, in each case, that is not an employee of the Corporation or its subsidiaries, acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity both for such stockholder or such Director or any of their respective Affiliates, on the one hand, and for the Corporation or its subsidiaries, on the other hand, such stockholder or Director shall have no duty to communicate or offer such transaction or business opportunity to the Corporation or its subsidiaries and such stockholder or Director may take any and all such transactions or opportunities for itself or offer such transactions or opportunities to any other person or entity. The immediately preceding sentence shall not apply to any potential transaction or business opportunity that is expressly offered to a Director or employee of the Corporation or its subsidiaries, solely in his or her capacity as a Director or employee of the Corporation or its subsidiaries.

(b) To the fullest extent permitted by the laws of the State of Delaware, no potential transaction or business opportunity may be deemed to be a corporate opportunity of the Corporation or its subsidiaries unless (i) the Corporation or its subsidiaries would be permitted to undertake such transaction or opportunity in accordance with this Amended and Restated Certificate of Incorporation, (ii) the Corporation or its subsidiaries at such time have sufficient financial resources to undertake such transaction or opportunity, (iii) the Corporation or its subsidiaries have an interest or expectancy in such transaction or opportunity and (iv) such transaction or opportunity would be in the same or similar line of business in which the Corporation or its subsidiaries are then engaged or a line of business that is reasonably related to, or a reasonable extension of, such line of business.

Section 11.2 Liability. No stockholder and no Director will be liable to the Corporation or its subsidiaries or stockholders for breach of any duty (contractual or otherwise) solely by reason of any activities or omissions of the types referred to in this Article XI except to the extent such actions or omissions are in breach of this Article XI.

ARTICLE XII

Unless the Corporation consents in writing to the selection of an alternative forum (an “Alternative Forum Consent”), the Court of Chancery of the State of Delaware (the “Court of Chancery”) shall, to the fullest extent permitted by law, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any Director, officer or other employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, including a claim alleging the aiding and abetting of such a breach of

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fiduciary duty, (c) any action asserting a claim arising pursuant to any provision of the DGCL or the Corporation’s Amended and Restated Certificate of Incorporation or Bylaws, or as to which the DGCL confers jurisdiction on the Court of Chancery, (d) any action asserting a claim governed by the internal affairs doctrine of the State of Delaware, or (e) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL. Notwithstanding the foregoing, in the event the Delaware Court of Chancery lacks subject matter jurisdiction over any such action or proceeding, then the sole and exclusive forum for such action or proceeding shall be the federal district court for the District of Delaware. The provisions of this Article XII shall not apply to claims brought to enforce any duty or liability created by the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, or any other claim for which the federal courts have exclusive jurisdiction. Any Person purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XII. If any action the subject matter of which is within the scope of this Article XII is filed in a court other than the Delaware Court of Chancery (or the federal district court for the District of Delaware, as applicable) (a “Foreign Action”) by or in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the Delaware Court of Chancery (or the federal district court for the District of Delaware, as applicable) in connection with any action brought in any such court to enforce this Article XII and (ii) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. The existence of any prior Alternative Forum Consent shall not act as a waiver of the Corporation’s ongoing consent right as set forth above in this Article XII with respect to any current or future actions or proceedings.

ARTICLE XIII

Section 13.1 Section 203 of the DGCL. The Corporation expressly elects not to be governed by or subject to the provisions of Section 203 of the DGCL as now in effect or hereafter amended, and the restrictions and limitations set forth therein shall not apply to the Corporation.

Section 13.2 Definitions. As used in this Amended and Restated Certificate of Incorporation, the following terms shall have the following meaning:

(a) “Affiliate” means a Person that directly, or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, another Person.

(b) “Common Unit” means a membership interest in Bounty LLC, authorized and issued under the LLC Agreement, and constituting a “Common Unit” as defined in the LLC Agreement.

(c) “Control” including the terms “controlling,” “controlled by” and “under common control with” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of stock or other equity interests, by contract or otherwise. A Person who is the owner of twenty percent (20%) or more of the outstanding voting stock of any corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary. Notwithstanding the foregoing, a presumption of control shall not apply where such Person holds voting stock, in good faith, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not voluntarily or as a group have control of such entity.

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(d) “LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of Bounty LLC, dated as of the date hereof, as such agreement may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time.

(e) “Person” means any individual, corporation, partnership, unincorporated association or other entity.

(f) “voting stock” means, with respect to any corporation, stock of any class or series entitled to vote generally in the election of directors and, with respect to any entity that is not a corporation, any equity interest entitled to vote generally in the election of the governing body of such entity. Every reference to a percentage of voting stock shall refer to such percentage of the votes of such voting stock.

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IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be signed on this [•].

BOUNTY MINERALS, INC.

By:

Name: Tracie Palmer

Title: Chief Executive Officer and President

EX-3.4

Exhibit 3.4

AMENDED AND RESTATED BYLAWS

OF

BOUNTY MINERALS, INC.

Dated as of [•], 2022

TABLE OF CONTENTS

		Page
ARTICLE I MEETINGS OF STOCKHOLDERS			1
Section 1.01	Place of Meetings		1
Section 1.02	Annual Meetings		1
Section 1.03	Special Meetings		1
Section 1.04	Notice of Meetings		1
Section 1.05	Adjournments		2
Section 1.06	Quorum		2
Section 1.07	Organization		3
Section 1.08	Voting; Proxies		3
Section 1.09	Fixing Date for Determination of Stockholders of Record		3
Section 1.10	List of Stockholders Entitled to Vote		4
Section 1.11	Action by Written Consent of Stockholders		4
Section 1.12	Inspectors of Election		5
Section 1.13	Conduct of Meetings		5
Section 1.14	Notice of Stockholder Business and Nominations		6
Section 1.15	Submission of Questionnaire, Representation and Agreement		11
ARTICLE II BOARD OF DIRECTORS			11
Section 2.01	Number; Tenure; Qualifications		11
Section 2.02	Election; Resignation; Removal; Vacancies		11
Section 2.03	Regular Meetings		12
Section 2.04	Special Meetings		12
Section 2.05	Telephonic Meetings Permitted		12
Section 2.06	Quorum; Vote Required for Action		12
Section 2.07	Organization		12
Section 2.08	Action by Unanimous Consent of Directors		12
Section 2.09	Compensation of Directors		13
ARTICLE III COMMITTEES			13
Section 3.01	Committees		13
Section 3.02	Committee Rules		13
ARTICLE IV OFFICERS			13
Section 4.01	Officers		13
Section 4.02	Removal, Resignation and Vacancies		14
Section 4.03	Executive Chairperson		14
Section 4.04	Chief Executive Officer		14
Section 4.05	Chief Financial Officer		14
Section 4.06	Vice Presidents		15
Section 4.07	Secretary		15
Section 4.08	Appointing Attorneys and Agents; Voting Securities of Other Entities		15
Section 4.09	Additional Matters		16

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ARTICLE V STOCK		16
Section 5.01	Certificates	16
Section 5.02	Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates	16
ARTICLE VI INDEMNIFICATION AND ADVANCEMENT OF EXPENSES		16
Section 6.01	Right to Indemnification	16
Section 6.02	Advancement of Expenses	17
Section 6.03	Claims	17
Section 6.04	Service for Subsidiaries	17
Section 6.05	Reliance	17
Section 6.06	Non-exclusivity of Rights	18
Section 6.07	Other Sources	18
Section 6.08	Amendment or Repeal	18
Section 6.09	Other Indemnification and Advancement of Expenses	18
Section 6.10	Savings Clause	18
ARTICLE VII MISCELLANEOUS		18
Section 7.01	Fiscal Year	18
Section 7.02	Seal	19
Section 7.03	Manner of Notice	19
Section 7.04	Waiver of Notice of Meetings of Stockholders, Directors and Committees	20
Section 7.05	Form of Records	20
Section 7.06	Amendment of Bylaws	20
Section 7.07	Emergency Bylaws	20

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ARTICLE I

MEETINGS OF STOCKHOLDERS

Section 1.01 Place of Meetings. Meetings of stockholders of Bounty Minerals, Inc., a Delaware corporation (the “Corporation”; and such stockholders, the “Stockholders”), may be held at any place, within or without the State of Delaware, as may be designated by the board of directors of the Corporation (the “Board of Directors”). In the absence of such designation, meetings of Stockholders shall be held at the principal executive office of the Corporation. The Board of Directors may, in its sole discretion, determine that a meeting of Stockholders shall not be held at any place, but may instead be held solely by means of remote communication authorized by and in accordance with Section 211(a) of the General Corporation Law of the State of Delaware (the “DGCL”).

Section 1.02 Annual Meetings. The annual meeting of Stockholders shall be held for the election of directors at such date and time as may be designated by resolution of the Board of Directors from time to time. Any other business as may be properly brought before the annual meeting may be transacted at the annual meeting. The Board of Directors may postpone, reschedule or cancel any annual meeting of Stockholders previously scheduled by the Board of Directors.

Section 1.03 Special Meetings. Special meetings of Stockholders for any purpose or purposes may be called only by the majority of the Board of Directors. Special meetings validly called in accordance with this Section 1.03 of these amended and restated bylaws adopted by the Board of Directors as of [•] (as the same may be further amended, restated, amended and restated or otherwise modified from time to time, these “Bylaws”) may be held at such date and time as specified in the applicable notice. Business transacted at any special meeting of Stockholders shall be limited to the purposes stated in the notice for such meeting. The Corporation may postpone, reschedule or cancel any special meeting of Stockholders previously scheduled by the Board of Directors.

Section 1.04 Notice of Meetings. Whenever Stockholders are required or permitted to take any action at a meeting, a notice of the meeting shall be given that shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which Stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the Stockholders entitled to vote at the meeting (if such date is different from the record date for Stockholders entitled to notice of the meeting) and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the certificate of incorporation of the Corporation, as in effect from time to time (the “Certificate of Incorporation”), or these Bylaws, the notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each Stockholder entitled to vote at the meeting as of the record date for determining the Stockholders entitled to notice of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the Stockholder at such Stockholder’s address as it appears on the records of the Corporation. Without limiting the manner by which notices of meetings otherwise may be given effectively to Stockholders, any such notice may be given by electronic transmission in the manner provided in Section 232 of the DGCL. Notice of any meeting need not be given to any Stockholder who shall, either before

or after the meeting, submit a waiver of notice or who shall attend such meeting, except when the Stockholder attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any Stockholder so waiving notice of the meeting shall be bound by the proceedings of the meeting in all respects as if due notice thereof had been given.

Section 1.05 Adjournments. Any meeting of Stockholders, annual or special, may be adjourned from time to time by the Meeting Chairperson (as defined below) (or by the Stockholders in accordance with Section 1.06) to reconvene at the same or some other place, if any, and notice need not be given of any such adjourned meeting if the time and place, if any, thereof, and the means of remote communications, if any, by which the Stockholders and proxy holders may be deemed to present in person and vote at such adjourned meeting are (a) are announced at the meeting at which the adjournment is taken, (b) displayed, during the time scheduled for such meeting, on the same electronic network used to enable Stockholders and proxy holders to participate in such meeting, by means of remote communications or (c) set forth in the notice of meeting given in accordance with Section 222(a) of the DGCL. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each Stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of Stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix the record date for determining Stockholders entitled to notice of such adjourned meeting as provided in Section 1.09(a) of these Bylaws, and shall give notice of the adjourned meeting to each Stockholder of record as of the record date so fixed for notice of such adjourned meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the Stockholder at such Stockholder’s address as it appears on the records of the Corporation.

Section 1.06 Quorum. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, at each meeting of Stockholders the presence or participation in person or by remote communication, if applicable, or by proxy of the holders of a majority in voting power of the outstanding shares of capital stock of the Corporation (“Stock”) entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum for the transaction of business. In the absence of a quorum, then either (a) the Meeting Chairperson or (b) a majority in voting power of the Stockholders entitled to vote thereon, present in person, or by remote communication, if applicable, or represented by proxy, shall have the power to adjourn the meeting from time to time in the manner provided in Section 1.05 of these Bylaws until a quorum is present or represented. Shares of Stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation or any subsidiary of the Corporation to vote shares of Stock held by it in a fiduciary capacity or for any such shares of Stock held in such capacity to count for quorum purposes. Where a separate vote by a class or classes or series of capital stock is required by law or the Certificate of Incorporation, the holders of a majority in voting power of the shares of such class or classes or series of the capital stock of the Corporation issued and outstanding and entitled to vote on such matter, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum entitled to take action with respect to the vote on such matter. A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum.

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Section 1.07 Organization. Meetings of Stockholders shall be presided over by the Chairman of the Board of Directors or by the person whom the Chairman of the Board of Directors shall appoint, or in the absence of such person or such appointment, if any, or in his or her absence by the Chief Executive Officer, or in his or her absence, by a person designated by the Board of Directors, or in the absence of such designation by a chairperson chosen at the meeting by vote of a majority of the Stockholders present or represented at the meeting and entitled to vote at the meeting (provided there is a quorum) (each such person appointed pursuant to this Section 1.07, the “Meeting Chairperson”). The Secretary shall act as secretary of the meeting, but in his or her absence the Meeting Chairperson may appoint any person to act as secretary of the meeting.

Section 1.08 Voting; Proxies. Each Stockholder entitled to vote at any meeting of Stockholders shall be entitled to the number of votes, if any, for each share of Stock held of record by such Stockholder which has voting power upon the matter in question that is set forth in the Certificate of Incorporation. Each Stockholder entitled to vote at a meeting of Stockholders or express consent to corporate action in writing without a meeting (if permitted by the Certificate of Incorporation) may authorize another person or persons to act for such Stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A Stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person (or by means remote communication, if applicable) or by delivering to the Secretary a revocation of the proxy or a new proxy bearing a later date. Voting at meetings of Stockholders need not be by written ballot. Unless otherwise provided in the Certificate of Incorporation, at all meetings of Stockholders for the election of directors at which a quorum is present a plurality of the votes cast shall be sufficient to elect directors. All other elections and questions presented to the Stockholders at a meeting at which a quorum is present shall be decided by the affirmative vote of the holders of a majority in voting power of the shares of Stock which are present in person or by proxy and entitled to vote thereon, unless a different or minimum vote is required by the Certificate of Incorporation, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, or applicable law or pursuant to any regulation applicable to the Corporation or its securities in which case such different or minimum vote shall be the applicable vote on the matter.

Section 1.09 Fixing Date for Determination of Stockholders of Record.

(a) In order that the Corporation may determine the Stockholders entitled to notice of any meeting of Stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the

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date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining Stockholders entitled to notice of or to vote at a meeting of Stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Stockholders of record entitled to notice of or to vote at a meeting of Stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for Stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Stockholders entitled to vote in accordance herewith at the adjourned meeting.

(b) In order that the Corporation may determine the Stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than sixty (60) days prior to such action. If no such record date is fixed, the record date for determining Stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 1.10 List of Stockholders Entitled to Vote. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of Stockholders, a complete list of the Stockholders entitled to vote at the meeting (provided, however, if the record date for determining the Stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the Stockholders entitled to vote as of a date that is no more than ten (10) days before the meeting date), arranged in alphabetical order, and showing the address of each Stockholder and the number of shares registered in the name of each Stockholder as of the record date (or such other date). Such list shall be open to the examination of any Stockholder, for any purpose germane to the meeting at least ten (10) days prior to the meeting (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting or (b) during ordinary business hours at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to Stockholders of the Corporation. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the Stockholders entitled to examine the list of Stockholders required by this Section 1.10 or to vote in person or by proxy at any meeting of Stockholders.

Section 1.11 Action by Written Consent of Stockholders.Any action required or permitted to be taken by the Stockholders of the Corporation must be effected at a duly called annual or special meeting of such Stockholders and may not be effected by written consent in lieu of a meeting.

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Section 1.12 Inspectors of Election. The Corporation may, and shall if required by law, in advance of any meeting of Stockholders, appoint one or more inspectors of election, who may be employees of the Corporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of Stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (a) ascertain the number of shares of Stock outstanding and the voting power of each such share, (b) determine the shares of Stock represented at the meeting and the validity of proxies and ballots, (c) count all votes and ballots, (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (e) certify their determination of the number of shares of Stock represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. The inspector or inspectors may appoint or retain other persons or entities to assist the inspector or inspectors in the performance of their duties. In determining the validity and counting of proxies and ballots cast at any meeting of Stockholders, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

Section 1.13 Conduct of Meetings. The date and time of the opening and the closing of the polls for each matter upon which the Stockholders will vote at a meeting shall be announced at the meeting by the person presiding over the meeting. After the polls close, no ballots, proxies or votes or any revocations or changes thereto may be accepted. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of Stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the person presiding over any meeting of Stockholders shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the Meeting Chairperson, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) rules and procedures for maintaining order at the meeting and the safety of those present; (c) limitations on attendance at or participation in the meeting to Stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons as the Meeting Chairperson shall determine; (d) restrictions on entry to the meeting after the time fixed for the commencement thereof; (e) limitations on the time allotted for consideration of each agenda item and for questions or comments by participants ; (f) regulations for the opening and closing of the polls for balloting and matters which are to be voted on by ballot (if any); and (g) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting. Subject to any rules and regulations adopted by the Board of Directors, the Meeting Chairperson may convene and, for any reason, from time to time, adjourn and/or recess any meeting of Stockholders pursuant to Section 1.05. The Meeting Chairperson, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if such Meeting Chairperson should so determine, such Meeting Chairperson shall so declare to the

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meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board of Directors or the Meeting Chairperson, meetings of Stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Section 1.14 Notice of Stockholder Business and Nominations.

(a) Annual Meetings of Stockholders.

(i) Nominations of persons for election to the Board of Directors and the proposal of other business to be considered by the Stockholders may be made at an annual meeting of Stockholders only (A) pursuant to the Corporation’s notice of meeting (or any supplement thereto), (B) by or at the direction of the Board of Directors or any authorized committee thereof, or (C) by any Stockholder who was a Stockholder of record at the time the notice provided for in this Section 1.14 is delivered to the Secretary, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 1.14.

(ii) For any nominations or other business to be properly brought before an annual meeting by a Stockholder pursuant to Section 1.14(a)(ii)(D) of these Bylaws, the Stockholder must have given timely notice thereof in writing to the Secretary and any such proposed business (other than the nominations of persons for election to the Board of Directors) must constitute a proper matter for Stockholder action. To be timely, a Stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the ninetieth (90th) day, nor earlier than the close of business on the one hundred twentieth (120th) day, prior to the first anniversary of the preceding year’s annual meeting; provided, however, that, subject to the following sentence, in the event that the date of the annual meeting is scheduled for a date that is more than thirty (30) days before or more than sixty (60) days after such anniversary date or in the event that no annual meeting was held in the prior year, notice by the Stockholder to be timely must be so received not later than the tenth (10^th) day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a Stockholder’s notice as described above. To be in proper form, such Stockholder’s notice must:

(A) as to each person whom the Stockholder proposes to nominate for election or re-election as a director of the Corporation, set forth (I) as to each proposed nominee (1) such person’s name, age, business address and, if known, residence address, (2) such person’s principal occupation or employment, (3) the class and series and number of shares of stock of the Corporation that are, directly or indirectly, owned, beneficially or of record, by such person, (4) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among (x) the Stockholder, the beneficial owner,

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if any, on whose behalf the nomination is being made and the respective affiliates and associates of, or others acting in concert with, such Stockholder and such beneficial owner, on the one hand, and (y) each proposed nominee, and his or her respective affiliates and associates, or others acting in concert with such nominee(s), on the other hand, including all information that would be required to be disclosed pursuant to Item 404 of Regulation S-K if the Stockholder making the nomination and any beneficial owner on whose behalf the nomination is made or any affiliate or associate thereof or person acting in concert therewith were the “registrant” for purposes of such Item and the proposed nominee were a director or executive officer of such registrant, (II) all other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and (III) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director of the Corporation if elected;

(B) with respect to each nominee for election or reelection to the Board of Directors, include the completed and signed questionnaire, representation and agreement required by Section 1.15 of these Bylaws;

(C) as to any other business that the Stockholder proposes to bring before the meeting, set forth a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend these Bylaws, the language of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such Stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and

(D) as to the Stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made, set forth (I) the name and address of such Stockholder, as they appear on the Corporation’s books, and of such beneficial owner, (II) the class or series and number of shares of Stock which are owned beneficially and of record by such Stockholder and such beneficial owner,(III) a description of any agreement, arrangement or understanding with respect to the nomination or proposal between or among such Stockholder and/or such beneficial owner, any of their respective affiliates or associates, and any others acting in concert with any of the foregoing, including, in the case of a nomination, the nominee, (IV) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or

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loaned shares) that has been entered into as of the date of the Stockholder’s notice by, or on behalf of, such Stockholder and such beneficial owners, whether or not such instrument or right shall be subject to settlement in underlying shares of Stock, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such Stockholder or such beneficial owner, with respect to securities of the Corporation, (V) a representation that the Stockholder is a holder of record of Stock entitled to vote at such meeting and intends to appear in person (or by means of remote communication, if applicable) or by proxy at the meeting to propose such business or nomination, (VI) a representation whether the Stockholder or the beneficial owner, if any, intends or is part of a group which intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of outstanding Stock required to approve or adopt the proposal or elect the nominee and/or (y) otherwise to solicit proxies or votes from Stockholders in support of such proposal or nomination, and (VII) any other information relating to such Stockholder and beneficial owner, if any, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in an election contest pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder.

The foregoing notice requirements of this Section 1.14(a) shall be deemed satisfied by a Stockholder with respect to business other than a nomination for election as a director of the Corporation if the Stockholder has notified the Corporation of his, her or its intention to present a proposal at an annual meeting in compliance with applicable rules and regulations promulgated under the Exchange Act and such Stockholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting. The Corporation may require any proposed nominee for election as a director of the Corporation to furnish such other information as the Corporation may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation. A Stockholder shall not have complied with this Section 1.14(a)(ii) if the Stockholder (or beneficial owner, if any, on whose behalf the nomination is made) solicits or does not solicit, as the case may be, proxies or votes in support of such Stockholder’s nominee in contravention of the representations with respect thereto required by this Section 1.14(a)(ii).

(iii) Notwithstanding anything in the second sentence of Section 1.14(a)(ii) of these Bylaws to the contrary, in the event that the number of directors to be elected to the Board of Directors at the annual meeting is increased effective after the time period for which nominations would otherwise be due under Section 1.14(a)(ii) of these Bylaws and there is no public announcement by the Corporation naming the nominees for the additional directorships at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a Stockholder’s notice required by this Section 1.14 shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation.

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(b) Special Meetings of Stockholders. Except to the extent required by law, special meetings of Stockholders may be called only in accordance with Section 1.03 of these Bylaws. Only such business shall be conducted at a special meeting of Stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of Stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (1) by or at the direction of the Board of Directors or the nominating and corporate governance committee thereof or (2) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any Stockholder who is a Stockholder of record at the time the notice provided for in this Section 1.14 is delivered to the Secretary, who is entitled to vote at the meeting and upon such election and who complies with the notice procedures set forth in this Section 1.14. In the event the Corporation calls a special meeting of Stockholders for the purpose of electing one or more directors to the Board of Directors, any such Stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the Stockholder delivers a notice that includes all of the information required by Section 1.14(a)(ii) of these Bylaws (including the completed and signed questionnaire, representation and agreement required by Section 1.15 of these Bylaws and any other information, documents, affidavits, or certifications required by the Corporation) to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a Stockholder’s notice as described above.

(c) General.

(i) Except as otherwise expressly provided in any applicable rule or regulation promulgated under the Exchange Act, only such persons who are nominated in accordance with the procedures set forth in this Section 1.14 shall be eligible to be elected at an annual or special meeting of Stockholders to serve as directors and only such business shall be conducted at a meeting of Stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 1.14. Except as otherwise provided by law, the Meeting Chairperson shall have the power and duty (A) to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 1.14 (including whether the Stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made or solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies or votes in support of such Stockholder’s nominee or proposal in compliance with such Stockholder’s representation as required by Section 1.14(a)(ii)(D)(VI) of these Bylaws) and (B) if any proposed nomination or business was not made or proposed in compliance

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with this Section 1.14, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted. Notwithstanding the foregoing provisions of this Section 1.14, unless otherwise required by law, if the Stockholder (or a qualified representative of the Stockholder) does not appear at the annual or special meeting of Stockholders to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 1.14, to be considered a qualified representative of the Stockholder, a person must be a duly authorized officer, manager or partner of such Stockholder or must be authorized by a writing executed by such Stockholder or an electronic transmission delivered by such Stockholder to act for such Stockholder as proxy at the meeting of Stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of Stockholders.

(ii) For purposes of this Section 1.14, “public announcement” shall include disclosure in a press release reported by the Dow Jones News Service, Associated Press or other national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

(iii) Notwithstanding the foregoing provisions of this Section 1.14, a Stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 1.14; provided, however, that any references in these Bylaws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Section 1.14 (including clause (a)(i)(C) hereof and clause (b) hereof), and compliance with clauses (a)(i)(C) and (b) of this Section 1.14 shall be the exclusive means for a Stockholder to make nominations or submit other business (other than business other than nominations brought properly under and in compliance with Rule 14a-8 promulgated under the Exchange Act, as may be amended from time to time, and included in the Company’s proxy statement for the applicable meeting of Stockholders). Nothing in this Section 1.14 shall be deemed to affect any rights (x) of Stockholders to request inclusion of proposals or nominations in the Corporation’s proxy statement pursuant to applicable rules and regulations promulgated under the Exchange Act or (y) of the holders of any series of preferred stock of the Corporation (“Preferred Stock”) to elect directors pursuant to any applicable provisions of the Certificate of Incorporation. Except as otherwise required by law, nothing in this Section 1.14 shall obligate the Corporation or the Board of Directors to include in any proxy statement or other stockholder communication distributed on behalf of the Corporation or the Board of Directors information with respect to any nominee for director or any proposal submitted by a stockholder.

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Section 1.15 Submission of Questionnaire, Representation and Agreement. To be eligible to be a nominee for election or reelection as a director of the Corporation, the candidate for nomination must have previously delivered (in accordance with the time periods prescribed for delivery of notice under Section 1.14 of these Bylaws), to the Secretary at the principal executive offices of the Corporation, (a) a completed written questionnaire (in a form provided by the Corporation) with respect to the background, qualifications, stock ownership and independence of such proposed nominee and (b) a written representation and agreement (in form provided by the Corporation) that such candidate for nomination (i) is not and, if elected as a director during his or her term of office, will not become a party to (A) any agreement, arrangement or understanding with, and has not given and will not give any commitment or assurance to, any person or entity as to how such proposed nominee, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) or (B) any Voting Commitment that could limit or interfere with such proposed nominee’s ability to comply, if elected as a director of the Corporation, with such proposed nominee’s fiduciary duties under applicable law, (ii) is not, and will not become a party to, any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement, or indemnification that has not been disclosed to the Corporation in connection with such proposed nominee’s nomination for director or service as a director and (iii) if elected as a director of the Corporation, will comply with all applicable corporate governance, conflict of interest, confidentiality, stock ownership and trading and other policies and guidelines of the Corporation applicable to directors and in effect during such person’s term in office as a director of the Corporation (and, if requested by any candidate for nomination, the Secretary shall provide to such candidate for nomination all such policies and guidelines then in effect).

ARTICLE II

BOARD OF DIRECTORS

Section 2.01 Number; Tenure; Qualifications. Subject to the Certificate of Incorporation and the rights of holders of any series of Preferred Stock to elect directors, the total number of directors constituting the entire Board of Directors shall be fixed from time to time exclusively by resolutions adopted by the Board of Directors. Each director shall hold office until such time as provided in the Certificate of Incorporation.

Section 2.02 Election; Resignation; Removal; Vacancies. Except as otherwise provided in the Certificate of Incorporation or these Bylaws, directors shall be elected at the annual meeting of Stockholders by such Stockholders as have the right to vote on such election and any director may resign at any time upon written or electronic notice to the Corporation (with such resignation to be effective upon delivery unless it is specified to be effective at some later time or upon the happening of some later event). Directors of the Corporation may be removed only as expressly provided in the Certificate of Incorporation. Except as otherwise required by law and subject to the rights of the holders of any series of Preferred Stock then outstanding, unless the Board of Directors otherwise determines, newly created directorships resulting from any increase in the authorized number of directors or any vacancies on the Board of Directors resulting from the death, resignation, retirement, disqualification, removal from office or other cause shall be filled only by a majority vote of the directors then in office, though less than a quorum, or by a sole remaining director entitled to vote thereon, and not by the Stockholders. Subject to the Certificate of Incorporation, any director so chosen shall hold office until the next election of directors and until his or her successor shall be elected and qualified.

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Section 2.03 Regular Meetings. Regular meetings of the Board of Directors may be held at such places, if any, within or without the State of Delaware and at such times as the Board of Directors may from time to time determine; provided that any director who is absent when such a determination is made shall be given notice of the determination.

Section 2.04 Special Meetings. Special meetings of the Board of Directors may be held at any time or place, if any, within or without the State of Delaware whenever called by the Executive Chairperson, the Chief Executive Officer or a majority of the authorized number of directors. Notice to directors of the date, place and time of any special meeting of the Board of Directors shall be given to each director by the Secretary or by the officer or one of the directors calling the meeting. Notice may be given in person, by mail or by e-mail, telephone, telecopier or other means of electronic transmission. If the notice is delivered in person, by e-mail, telephone, telecopier or other means of electronic transmission, it shall be delivered or sent at least twenty-four (24) hours before the time of holding of the meeting. If the notice is sent by mail, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting.

Section 2.05 Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 2.05 shall constitute presence in person at such meeting.

Section 2.06 Quorum; Vote Required for Action. At all meetings of the Board of Directors a majority of the number of directors fixed by the Board of Directors pursuant to Section 2.01 shall constitute a quorum for the transaction of business; provided that, solely for the purposes of filling vacancies pursuant to Section 2.02 of these Bylaws, a meeting of the Board of Directors may be held if a majority of the directors then in office participate in such meeting. Except in cases in which the Certificate of Incorporation, these Bylaws or applicable law otherwise provides, a majority of the votes entitled to be cast by the directors present at a meeting duly held at which a quorum is present shall be the act of the Board of Directors.

Section 2.07 Organization. Meetings of the Board of Directors shall be presided over by the Executive Chairperson, or in his or her absence by the person whom the Executive Chairperson shall appoint, or in the absence of the foregoing persons by a chairperson chosen at the meeting by the affirmative vote of a majority of the directors present at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the Executive Chairperson may appoint any person to act as secretary of the meeting.

Section 2.08 Action by Unanimous Consent of Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or such committee in accordance with applicable law.

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Section 2.09 Compensation of Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary or other compensation (which compensation may be paid in the form of cash, equity awards or any combination thereof) as a director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. Any director of the Corporation may decline any or all such compensation payable to such director in his or her discretion.

ARTICLE III

COMMITTEES

Section 3.01 Committees. The Board of Directors may designate one or more committees, each of which shall consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of a member of any committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

Section 3.02 Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these Bylaws.

ARTICLE IV

OFFICERS

Section 4.01 Officers. The officers of the Corporation may consist of an executive chairperson (the “Executive Chairperson”), a chief executive officer (the “Chief Executive Officer”), a chief financial officer (the “Chief Financial Officer”), one or more vice presidents (each, a “Vice President”), a Secretary (the “Secretary”) and such other officers with such other titles as the Board of Directors may from time to time determine, including an Executive Chairperson, each of whom shall be appointed by the Board of Directors, each to have such authority, functions or duties as set forth in these Bylaws or as determined by the Board of Directors. Each officer shall be chosen by the Board of Directors and shall hold office for such term as may be prescribed by the Board of Directors and until such person’s successor shall have been duly chosen and qualified, or until such person’s earlier death, disqualification, resignation or removal. The Board of Directors, in its discretion, from time to time may determine not to appoint one or more of the officers identified in the first sentence of this Section 4.01 or to leave such officer position vacant. Any number of offices may be held by the same person.

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Section 4.02 Removal, Resignation and Vacancies. Any officer of the Corporation may be removed, with or without cause, by the Board of Directors, without prejudice to the rights, if any, of such officer under any contract to which it is a party. Any officer may resign at any time upon written or electronic notice to the Corporation, without prejudice to the rights, if any, of the Corporation under any contract to which such officer is a party. If any vacancy occurs in any office of the Corporation, the Board of Directors may appoint a successor to fill such vacancy for the remainder of the unexpired term and until a successor shall have been duly chosen and qualified or until such officer’s earlier death, resignation, disqualification or removal.

Section 4.03 Executive Chairperson. The Board of Directors may appoint from its members an Executive Chairperson of the Board of Directors, and as such shall be deemed an officer of the Corporation. The Executive Chairperson shall be Chairperson of the Board of Directors and, if present, preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may from time-to-time be assigned to him or her by the Board of Directors or as may be prescribed by these Bylaws. The Executive Chairperson shall assist the Chief Executive Officer in dealings with the Corporation’s stockholders, planning corporate strategy and supporting the Chief Executive Officer throughout the planning and execution of the Corporation’s business plan. The Executive Chairperson shall be appointed by a majority of the Board of Directors then in office. If there is no Chief Executive Officer of the Corporation as a result of the death, resignation or removal of such officer, then the Executive Chairperson may also serve in an interim capacity as the Chief Executive Officer of the Corporation until the Board shall appoint a new Chief Executive Officer and, while serving in such interim capacity, shall have the powers and duties prescribed in these Bylaws. If there is no President of the Corporation then the Executive Chairperson shall have the duties of the President. The Board of Directors may, in its sole discretion, from time to time appoint one or more vice chairpersons (each, a “Vice Chairperson”), each of whom as such shall be deemed an officer of the Corporation and shall report directly to the Chairperson.

Section 4.04 Chief Executive Officer. The Chief Executive Officer shall have general supervision and direction of the business and affairs of the Corporation, shall be responsible for corporate policy and strategy, and shall report directly to the Board of Directors. Unless otherwise provided in these Bylaws, all other officers of the Corporation shall report directly to the Chief Executive Officer or as otherwise determined by the Chief Executive Officer. The Chief Executive Officer shall, if present and in the absence of the Executive Chairperson or any Vice Chairperson, preside at meetings of the Stockholders and of the Board of Directors.

Section 4.05 Chief Financial Officer. The Chief Financial Officer shall exercise all the powers and perform the duties of the office of the chief financial officer and in general have overall supervision of the financial operations of the Corporation. The Chief Financial Officer shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as such officer may agree with the Chief Executive Officer or as the Board of Directors may from time to time determine.

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Section 4.06 Vice Presidents. The Vice President shall have such powers and duties as shall be prescribed by his or her superior officer or the Chief Executive Officer. A Vice President shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as such officer may agree with the Chief Executive Officer or as the Board of Directors may from time to time determine. In accordance with Sections 4.01 and 4.08 of these Bylaws, the Board of Directors and/or the Chief Executive Officer may, in his, her or their discretion, from time to time appoint one or more executive vice presidents of the Corporation (each, an “Executive Vice President”) and/or assistant vice presidents of the Corporation (each, an “Assistant Vice President”).

Section 4.07 Secretary. The powers and duties of the Secretary are: (a) to act as Secretary at all meetings of the Board of Directors, of the committees of the Board of Directors and of the Stockholders and to record the proceedings of such meetings in a book or books to be kept for that purpose; (b) to see that all notices required to be given by the Corporation are duly given and served; (c) to act as custodian of the seal of the Corporation and affix the seal or cause it to be affixed to all certificates of Stock and to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; (d) to have charge of the books, records and papers of the Corporation and see that the reports, statements and other documents required by law to be kept and filed are properly kept and filed; and (e) to perform all of the duties incident to the office of Secretary. The Secretary shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as such officer may agree with the Chief Executive Officer or as the Board of Directors may from time to time determine. In accordance with Sections 4.01 and 4.08 of these Bylaws, the Board of Directors, the Chief Executive Officer and/or the Chief Financial Officer may, in his, her or their discretion, from time to time appoint one or more assistant secretaries of the Corporation (each, an “Assistant Secretary”).

Section 4.08 Appointing Attorneys and Agents; Voting Securities of Other Entities. Unless otherwise provided by resolution adopted by the Board of Directors, the Executive Chairperson, any Vice Chairperson, the Chief Executive Officer or the Chief Financial Officer may from time to time appoint an attorney or attorneys or agent or agents of the Corporation, in the name and on behalf of the Corporation, to (a) cast the votes which the Corporation may be entitled to cast as the holder of stock or other securities in any other corporation or other entity, any of whose stock or other securities may be held by the Corporation, at meetings of the holders of the stock or other securities of such other corporation or other entity, or to consent in writing, in the name of the Corporation as such holder, to any action by such other corporation or other entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consents, and may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal or otherwise, all such written proxies or other instruments as he or she may deem necessary or proper and (b) exercise the rights of the Corporation in its capacity as a general partner of a partnership or in its capacity as a managing member of a limited liability company as to which the Corporation, in such capacity, is entitled to exercise pursuant to the applicable partnership agreement or limited liability company operating agreement, including without limitation to take or refrain from taking any action, or to consent in writing, in each case in the name of the Corporation as such general partner or managing member, to any action by such partnership or limited liability company, and may instruct the person or persons so appointed as to the manner of taking such actions or giving such

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consents, and may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal or otherwise, all such written proxies or other instruments as he or she may deem necessary or proper. Unless otherwise provided by resolution adopted by the Board of Directors, any of the rights set forth in this Section 4.08 which may be delegated to an attorney or agent may also be exercised directly by the Executive Chairperson, a Vice Chairperson, the Chief Executive Officer or the Chief Financial Officer.

Section 4.09 Additional Matters. The Chief Executive Officer and the Chief Financial Officer shall have the authority to designate employees of the Corporation to have the title of Executive Vice President, Vice President, Assistant Vice President or Assistant Secretary. Any employee so designated shall have the powers and duties determined by the officer making such designation. A person designated as an Executive Vice President, Vice President, Assistant Vice President or Assistant Secretary shall not be deemed to be an officer of the Corporation for the purposes of Article VI of these Bylaws unless the Board of Directors has adopted a resolution approving such person in such capacity as an officer of the Corporation (including by means of direct appointment by the Board of Directors pursuant to Section 4.01 of these Bylaws).

ARTICLE V

STOCK

Section 5.01 Certificates. The shares of Stock shall be uncertificated shares that may be evidenced by a book-entry system maintained by the registrar of such stock, or shall be represented by by certificates, such certificates, whenever authorized by the Board of Directors, shall be in such form as shall be approved by the Board of Directors. Each such certificate shall be signed in a manner that complies with Section 158 of the DGCL. In case any officer, transfer agent or registrar whose signature or facsimile signature appears on a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

Section 5.02 Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new certificate for shares of Stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

ARTICLE VI

INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 6.01 Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law (including as it presently exists or may hereafter be amended), any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (any such action, suit or proceeding, a “proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or

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was a director or officer of the Corporation or any subsidiary of the Corporation, while a director or officer of the Corporation or any subsidiary of the Corporation, is or was serving at the request of the Corporation or any subsidiary of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 6.03 of these Bylaws, the Corporation shall be required to indemnify a Covered Person in connection with a proceeding (or part thereof) commenced by such Covered Person only if the commencement of such proceeding (or part thereof) by the Covered Person was authorized in the specific case by the Board of Directors.

Section 6.02 Advancement of Expenses. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) actually and reasonably incurred by a Covered Person in defending any proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article VI or otherwise.

Section 6.03 Claims. If a claim for indemnification under this Article VI (following the final disposition of such proceeding) is not paid in full within sixty (60) days after the Corporation has received a claim therefor by the Covered Person, or if a claim for any advancement of expenses under this Article VI is not paid in full within thirty (30) days after the Corporation has received a statement or statements requesting such amounts to be advanced, the Covered Person shall thereupon (but not before) be entitled to file suit to recover the unpaid amount of such claim. If successful in whole or in part, the Covered Person shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action, the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

Section 6.04 Service for Subsidiaries. Any person serving as a director, officer, partner, member, trustee, administrator, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans or other enterprise, at least fifty percent (50%) of whose equity interests are owned by the Corporation (a “subsidiary” for purposes of this Article VI) shall be conclusively presumed to be serving in such capacity at the request of the Corporation.

Section 6.05 Reliance. Persons who after the date of the adoption of this provision become or remain directors or officers of the Corporation or who, while a director or officer of the Corporation, become or remain a director, officer, employee or agent of a subsidiary, shall be conclusively presumed to have relied on the rights to indemnity, advancement of expenses and other rights contained in this Article VI in entering into or continuing such service. The rights to indemnification and to the advancement of expenses conferred in this Article VI shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

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Section 6.06 Non-exclusivity of Rights. The rights conferred on any Covered Person by this Article VI shall not be exclusive of any other rights which such Covered Person may have or hereafter acquires under any statute, provision of the Certificate of Incorporation, these Bylaws, agreement, vote of Stockholders or disinterested directors or otherwise.

Section 6.07 Other Sources. The Corporation shall (a) be the indemnitor of first resort (i.e., its obligations to a Covered Person shall be primary and any obligation of other entities or persons with respect to which a director or officer may have rights to indemnification, advancement of expenses and/or insurance for the same liability, loss or expenses incurred by such Covered Person (the “Secondary Indemnitors”), is secondary), and (b) subject always to the provisions of Section 6.02, be required to advance the full amount of expenses actually and reasonably incurred by a Covered Person and shall be liable for the full amount of all liabilities, losses and expenses as required by the terms of this Article VI, without regard to any rights a Covered Person may have against any Secondary Indemnitor. Except as set forth in this Section 6.07, the Corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise

Section 6.08 Amendment or Repeal. Any right to indemnification or to advancement of expenses of any Covered Person arising hereunder shall not be eliminated or impaired by an amendment to or repeal of these Bylaws after the occurrence of the act or omission that is the subject of the proceeding for which indemnification or advancement of expenses is sought.

Section 6.09 Other Indemnification and Advancement of Expenses. This Article VI shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

Section 6.10 Savings Clause. If this Article VI or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify and advance expenses to each person entitled to indemnification under this Article VI as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, excise taxes, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person and for which indemnification and advancement of expenses is available to such person pursuant to this Article VI to the fullest extent permitted by any applicable portion of this Article VI that shall not have been invalidated and to the fullest extent permitted by applicable law.

ARTICLE VII

MISCELLANEOUS

Section 7.01 Fiscal Year. The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

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Section 7.02 Seal. The corporate seal shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors.

Section 7.03 Manner of Notice.

(a) Notice by Electronic Transmission. Without limiting the manner by which notice otherwise may be given effectively to Stockholders pursuant to the DGCL, the Certificate of Incorporation or these Bylaws, any notice to Stockholders given by the Corporation under any provision of the DGCL, the Certificate of Incorporation or these Bylaws shall be effective if given by a form of electronic transmission consented to by the Stockholder to whom the notice is given. Any such consent shall be revocable by the Stockholder by written notice to the Corporation. Any such consent shall be deemed revoked if (a) the Corporation is unable to deliver by electronic transmission two (2) consecutive notices given by the Corporation in accordance with such consent; and (b) such inability becomes known to the Secretary or an Assistant Secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice. However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

Any notice given pursuant to the preceding paragraph shall be deemed given (i) if by facsimile telecommunication, when directed to a number at which the Stockholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the Stockholder has consented to receive notice; (iii) if by a posting on an electronic network together with separate notice to the Stockholder of such specific posting, upon the later of (1) such posting and (2) the giving of such separate notice; and (iv) if by any other form of electronic transmission, when directed to the Stockholder.

An affidavit of the Secretary or an Assistant Secretary of the Corporation or of the transfer agent or other agent of the Corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

For the purposes of these Bylaws, an “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

(b) Notice to Stockholders Sharing an Address. Without limiting the manner by which notice otherwise may be given effectively to Stockholders, and except as prohibited by applicable law, any notice to Stockholders given by the Corporation under any provision of applicable law, the Certificate of Incorporation, or these Bylaws shall be effective if given by a single written notice to Stockholders who share an address if consented to by the Stockholders at that address to whom such notice is given. Any such consent shall be revocable by the Stockholder by written notice to the Corporation. Any Stockholder who fails to object in writing to the Corporation, within sixty (60) days of having been given written notice by the Corporation of its intention to send the single notice permitted under this Section 7.03, shall be deemed to have consented to receiving such single written notice.

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Section 7.04 Waiver of Notice of Meetings of Stockholders, Directors and Committees. Any waiver of notice, given by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Stockholders, Board of Directors, or members of a committee or subcommittee of the Board of Directors need be specified in a waiver of notice.

Section 7.05 Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device or method, or one or more electronic networks or databases (including one or more distributed electronic networks or databases); provided that the records so kept can be converted into clearly legible paper form within a reasonable time, and, with respect to the stock ledger, the records so kept comply with Section 224 of the DGCL. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to applicable law.

Section 7.06 Amendment of Bylaws. In furtherance and not in limitation of the rights, powers, privileges and discretionary authority granted or conferred by the DGCL or other statutes or laws of the State of Delaware, the Board of Directors is expressly authorized to make, alter, amend or repeal the Bylaws whether adopted by them or otherwise, without any action on the part of the Stockholders. The Stockholders may also make new bylaws or alter, amend or repeal the Bylaws in addition to any other vote otherwise required by law by the affirmative vote of the holders of two-thirds (2/3) of the voting power of the outstanding shares of Stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

Section 7.07 Emergency Bylaws. In the event of any emergency, disaster or catastrophe, as referred to in Section 110 of the DGCL, or other similar emergency condition, as a result of which a quorum of the Board of Directors or a standing committee of the Board cannot readily be convened for action, then the director or directors in attendance at a meeting shall constitute a quorum. Such director or directors in attendance may further take action to appoint one (1) or more of themselves or other directors to membership on any standing or temporary committees of the Board as they shall deem necessary and appropriate.

* * *

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EX-4.2

Exhibit 4.2

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [●], by and among Bounty Minerals, Inc., a Delaware corporation (“Company”), and the parties listed on Schedule I hereto (the “Bounty Stockholders”), and the Persons identified on Schedule II hereto who become party to this Agreement from time to time upon the execution of a Joinder (as defined herein) in accordance with Section 2.10 of this Agreement.

RECITALS

WHEREAS, in connection with the transactions contemplated by the Company’s Registration Statement on Form S-1 (File No. 333-268279), the Bounty Stockholders have requested, and the Company has agreed to provide, registration rights with respect to the Registrable Securities (as hereinafter defined) as set forth in this Agreement; and

WHEREAS, the Bounty Stockholders have received units in Bounty Minerals Holdings, LLC (“BMH Units”) and shares of Class B common stock, par value $0.01 per share, of Company (“Class B Common Stock”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party hereto, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01    Definitions. Capitalized terms used shall have the meanings set forth below:

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, such Person. As used in this definition, the term “control” and its derivatives means, with respect to any Person, the possession, directly or indirectly, of more than 50% of the equity interest or the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise.

“Agreement” is defined in the preamble.

“BMH” means Bounty Minerals Holdings, LLC, a Delaware limited liability company.

“BMH A&R LLC Agreement” means that certain Amended and Restated Limited Liability Company Agreement of Bounty Minerals Holdings, LLC, dated as of the date hereof, (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time).

“BMH Units” is defined in the preamble.

“Board” means the board of directors of Company.

“Bounty Stockholders” is defined in the preamble.

“Business Day” means a day (other than a Saturday or Sunday) on which commercial banks in Texas are generally open for business.

“Class A Common Stock” means the Class A common stock, $0.01 par value per share, of the Company.

“Class A Common Stock Price” means, as of any date of determination, the volume weighted average closing price of Class A Common Stock (as reported by the New York Stock Exchange) for the ten trading days immediately preceding such date of determination.

“Class B Common Stock” is defined in the preamble.

“Company” is defined in the preamble.

“EDGAR” is defined in Section 2.04(h).

“Effectiveness Period” means the period beginning from and after the date the Shelf Registration Statement is declared or becomes effective until the earlier of (a) all Registrable Securities covered by the Shelf Registration Statement have been distributed in the manner set forth and as contemplated in the Shelf Registration Statement or there are no longer any Registrable Securities outstanding and (b) the Termination Date.

“Equity Securities” means (a) with respect to any Person that is a corporation, any and all shares, interests or equivalents in capital stock of such corporation (whether voting or nonvoting and whether common or preferred), (b) with respect to any Person that is not a corporation, individual or governmental entity, any and all partnership, membership, limited liability company or other equity interests of such Person that confer on the holder thereof the right to receive a share of the profits and losses of, or the distribution of assets of the issuing Person, and (c) any and all warrants, rights (including conversion and exchange rights) and options to purchase any security described in the clause (a) or (b) above. Unless otherwise indicated, the term “Equity Securities” refers to Equity Securities of Company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor statute thereto and the rules and regulations of the SEC promulgated thereunder.

“Holder” means a holder of any Registrable Securities.

“Included Registrable Securities” is defined in Section 2.02(a).

“Joinder” is defined in Section 2.10.

“Launch Date” is defined in Section 2.02(b).

“Losses” is defined in Section 2.08(a).

“Managing Underwriter(s)” means, with respect to any Underwritten Offering or Overnight Underwritten Offering, the book running lead manager or managers of such Underwritten Offering or Overnight Underwritten Offering.

“Maximum Number of Securities” is defined in Section 2.02(c).

“Member Distribution” is defined in Section 2.01(b).

“Offering Holders” is defined in Section 2.03(a).

“Opt-Out Notice” is defined in Section 2.02(a).

“Overnight Underwritten Offering” is defined in Section 2.02(b).

“Parity Holders” is defined in Section 2.02(c).

“Person” means an individual or any corporation, partnership, limited liability company, trust, unincorporated organization, association, joint venture or any other organization or entity, whether or not a legal entity.

“Piggyback Offering” is defined in Section 2.02(a).

“Registrable Securities” means (i) the shares of Class A Common Stock held by the Bounty Stockholders as of the date hereof, including the shares of Class A Common Stock that may be delivered in exchange for any BMH Units and Class B Common Stock held by the Bounty Stockholders as of the date hereof, and (ii) and any other equity interests of the Company or equity interests in any successor of the Company issued in respect of such shares by reason of or in connection with any stock dividend, stock split, combination, reorganization, recapitalization, conversion to another type of entity or similar event involving a change in the capital structure of the Company.

“Registration Expenses” is defined in Section 2.07(a).

“Registration Statement” means any registration statement of the Company filed or to be filed with the SEC under the Securities Act, including the related prospectus, amendments and supplements to such registration statement, and including pre- and post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement.

“Rule 144” means Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

“SEC” means the U.S. Securities and Exchange Commission.

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“Securities Act” means the Securities Act of 1933, as amended, and any successor statute thereto and the rules and regulations of the SEC promulgated thereunder.

“Selling Expenses” is defined in Section 2.07(a).

“Selling Holder” means a Holder who is selling Registrable Securities pursuant to a registration statement.

“Selling Holder Indemnified Persons” is defined in Section 2.08(a).

“Selling Holder Underwriter Registration Statement” is defined in Section 2.04(o).

“Shelf Registration Statement” is defined in Section 2.01(a).

“Termination Date” is defined in Section 3.16.

“Underwritten Offering” means an offering (including an offering pursuant to a Shelf Registration Statement) in which shares of Class A Common Stock are sold to an underwriter on a firm commitment basis for reoffering to the public or an offering that is a “bought deal” with one or more investment banks.

“Underwritten Offering Filing” is defined in Section 2.02(a).

Section 1.02    Registrable Securities. Any Registrable Security will cease to be a Registrable Security when (a) a Registration Statement covering such Registrable Security is effective and such Registrable Security has been sold or disposed of pursuant to such effective Registration Statement; (b) such Registrable Security has been disposed of pursuant to any section of Rule 144 (or any successor rule or regulation to Rule 144 then in force) under the Securities Act or pursuant to any other exemption from the registration requirements of the Securities Act as a result of which the legend on any certificate or book-entry notation representing such Registrable Security restricting transfer of such Registrable Security has been removed; (c) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by Company and subsequent public distribution of such securities shall not require registration under the Securities Act; or (d) such Registrable Security is held by Company or one of its subsidiaries; provided that any security that has ceased to be a Registrable Security shall not thereafter become a Registrable Security and any security that is issued or distributed in respect of securities that have ceased to be Registrable Securities shall not be a Registrable Security.

ARTICLE II

REGISTRATION RIGHTS

Section 2.01    Shelf Registration.

(a)    Shelf Registration. Company shall (i) prepare and file by no later than the date that is 180 days after the date hereof a registration statement under the Securities Act to permit the public resale of the Registrable Securities from time to time, including as permitted by Rule 415 under the Securities Act (or any similar provision then in force) with respect to all of the Registrable Securities (the “Shelf Registration Statement”) and (ii) use commercially reasonable efforts to cause the Shelf Registration Statement to become effective as soon as reasonably practicable thereafter.

(b)    The Shelf Registration Statement shall be on such appropriate registration form of the SEC (i) as shall be selected by Company and (ii) as shall permit the disposition of the Registrable Securities in accordance with the intended method or methods of disposition reasonably requested by the Bounty Stockholders; provided, however, that if Company becomes eligible, Company shall promptly take all actions reasonably necessary to convert the Shelf Registration Statement to Form S-3 or any equivalent or successor form under the Securities Act (if available to Company). Subject to Section 2.01(c), Company shall use commercially reasonable efforts to cause the Shelf Registration Statement to remain effective under the Securities Act during the Effectiveness Period. The Shelf Registration Statement when declared effective (including the documents incorporated therein by reference) shall comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As soon as practicable following the date of effectiveness of such Shelf Registration Statement, Company will use its commercially reasonable efforts to notify the Selling Holders of the effectiveness of such Shelf Registration Statement. Notwithstanding anything contained herein to the contrary, Company hereby agrees that (i) the Shelf Registration Statement filed pursuant to this Section 2.01(b) shall contain all language (including on the prospectus cover sheet, the principal stockholders’ table and the plan of distribution) as may be reasonably requested by a Bounty Stockholder to allow for a distribution to the limited partners

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of any such Bounty Stockholder (each, a “Member Distribution”), and (ii) Company shall, at the reasonable request of the Bounty Stockholder seeking to effect a Member Distribution, file any prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not included in the initial Registration Statement, or revise such language if deemed reasonably necessary by any such Bounty Stockholder to effect any such Member Distribution.

(c)    Delay Rights. Notwithstanding anything to the contrary contained herein, Company may, upon written notice to (x) all Bounty Stockholders, delay the filing of the Shelf Registration Statement or (y) any Selling Holder whose Registrable Securities are included in the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of the Shelf Registration Statement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement but such Selling Holder may settle any contracted sales of Registrable Securities) if Company (i) is pursuing an acquisition, merger, tender offer, reorganization, disposition or other similar transaction and the Board determines in good faith that its ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Shelf Registration Statement or (ii) has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of the Board, would materially adversely affect Company; provided, however, in no event shall (A) such filing of the Shelf Registration Statement be delayed under clauses (i) or (ii) of this Section 2.01(c) for a period that exceeds 90 days or (B) such Selling Holders be suspended under clauses (i) or (ii) of this Section 2.02(c) from selling Registrable Securities pursuant to the Shelf Registration Statement for a period that exceeds an aggregate of 30 days in any 90-day period or 90 days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, Company shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement.

Section 2.02    Piggyback Rights.

(a)    Participation in Underwritten Offering. Except as provided in Section 2.02(b), if at any time during the Effectiveness Period, Company proposes to file (i) a shelf registration statement other than the Shelf Registration Statement (in which event Company covenants and agrees to include thereon a description of the transaction under which the Holders acquired the Registrable Securities), (ii) a prospectus supplement to an effective shelf registration statement, other than the Shelf Registration Statement contemplated by Section 2.01(a) of this Agreement, and Holders could be included without the filing of a post-effective amendment thereto (other than a post-effective amendment that is immediately effective), or (iii) a registration statement, in the case of each of clause (i), (ii) or (iii), for the sale of Class A Common Stock in an Underwritten Offering for its own account (except for any registration statement relating to an Underwritten Offering in which the proceeds will be used to fund any acquisition, merger or other similar transaction) and/or the account of a Person (other than a Holder), then as soon as practicable but not less than ten Business Days prior to the filing of (A) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (B) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (C) such registration statement (other than a Shelf Registration Statement), as the case may be (an “Underwritten Offering Filing”), Company shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering (a “Piggyback Offering”) to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of shares of Class A Common Stock (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if Company has been advised by the Managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Selling Holders is likely to have a material adverse effect on the price, timing or distribution of the Class A Common Stock in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Selling Holders shall be determined based on the provisions of Section 2.02(c) of this Agreement. The notice required to be provided in this Section 2.02(a) to each Holder shall be provided on a Business Day pursuant to Section 3.01 hereof. Each Holder shall then have three Business Days after the date on which the Holders received the notice to request inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within such period, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, Company shall determine for any reason not to undertake or to delay such Underwritten Offering, Company may, at its election, give written notice of such determination to the Selling Holders and (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation

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to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in any Underwritten Offering by giving written notice to Company of such withdrawal up to and including the time of pricing of such offering. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt-Out Notice”) to Company requesting that such Holder not receive notice from Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder, Company shall not deliver any notice to such Holder pursuant to this Section 2.02(a), unless such Opt-Out Notice is revoked by such Holder. Notwithstanding anything contained herein to the contrary, Company hereby agrees that (i) any shelf registration statement which includes Registrable Securities pursuant to this Section 2.02(a) shall contain all language (including on the prospectus cover sheet, the principal stockholders’ table and the plan of distribution) as may be reasonably requested by a Bounty Stockholder to allow for a Member Distribution and (ii) Company shall, at the reasonable request of the Bounty Stockholder seeking to effect a Member Distribution, file any prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not included in the initial registration statement, or revise such language if deemed reasonably necessary by such Bounty Stockholder to effect such Member Distribution.

(b)    Participation in Overnight Underwritten Offering. Notwithstanding anything to the contrary in Section 2.02(a), if, at any time during any Effectiveness Period, Company proposes to file an Underwritten Offering Filing and such Underwritten Offering is expected to be launched (the “Launch Date”) after the close of trading on one trading day and priced before the open of trading on the next succeeding trading day (such execution format, an “Overnight Underwritten Offering”), then no later than one Business Day after Company engages one or more Managing Underwriter(s) for the proposed Overnight Underwritten Offering, Company shall notify (including, but not limited to, notice by electronic mail) the Holders of the pendency of the Overnight Underwritten Offering and such notice shall offer the Holders the opportunity to include in such Overnight Underwritten Offering such number of Registrable Securities as each such Holder may request in writing within two Business Days after such Holder receives such notice. Notwithstanding the foregoing, if Company has been advised by the Managing Underwriter(s) that the inclusion of Registrable Securities in the Overnight Underwritten Offering for the accounts of the Selling Holders is likely to have a material adverse effect on the price, timing or distribution of the Class A Common Stock being offered in such Overnight Underwritten Offering, then the amount of Registrable Securities to be included in the Overnight Underwritten Offering for the accounts of Selling Holders shall be determined based on the provisions of Section 2.02(c) of this Agreement. If, at any time after giving written notice of its intention to execute an Overnight Underwritten Offering and prior to the closing of such Overnight Underwritten Offering, Company determines for any reason not to undertake or to delay such Overnight Underwritten Offering, Company may, at its election, give written notice of such determination to the Selling Holders and, (i) in the case of a determination not to undertake such Overnight Underwritten Offering, shall be relieved of its obligation to sell any Registrable Securities held by the Selling Holders in connection with such terminated Overnight Underwritten Offering, and (ii) in the case of a determination to delay such Overnight Underwritten Offering, shall be permitted to delay offering any Registrable Securities held by the Selling Holders for the same period as the delay of the Overnight Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Overnight Underwritten Offering by giving written notice to Company of such withdrawal at least one Business Day prior to the expected Launch Date. Notwithstanding the foregoing, any Holder may deliver an Opt-Out Notice to Company requesting that such Holder not receive notice from Company of any proposed Overnight Underwritten Offering and, following receipt of such an Opt-Out Notice from a Holder, Company shall not deliver any notice to such Holder pursuant to this Section 2.02(b), unless such Opt-Out Notice is revoked by such Holder.

(c)    Priority of Rights. In connection with an Underwritten Offering and Overnight Underwritten Offering contemplated by Section 2.02(a) and Section 2.02(b), respectively, if the Managing Underwriter(s) of any such Underwritten Offering or Overnight Underwritten Offering, as the case may be, advises Company that the total amount of Class A Common Stock that the Selling Holders and any other Persons intend to include in such Underwritten Offering or Overnight Underwritten Offering exceeds the number that can be sold in such Underwritten Offering or Overnight Underwritten Offering without being likely to have a material adverse effect on the price, timing or distribution of the Class A Common Stock offered in such Underwritten Offering or Overnight Underwritten Offering, as the case may be, or the market for the Class A Common Stock, then the Class A Common Stock to be included in such Underwritten Offering or Overnight Underwritten Offering shall include the number of

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shares of Class A Common Stock that such Managing Underwriter(s) advise Company can be sold without having such adverse effect (such maximum number of shares of Class A Common Stock, the “Maximum Number of Securities”), with such number to be allocated (i) in the case of an Underwritten Offering or Overnight Underwritten Offering initiated by a Person other than the Company, (A) first, to the Person initiating such Underwritten Offering or Overnight Underwritten Offering, (B) second, pro rata among all Selling Holders and holders of any other securities of Company having rights of registration on parity with the Registrable Securities (“Parity Holders”) who have requested participation in such Underwritten Offering or Overnight Underwritten Offering and (C) third, to the Company and (ii) in the case of an Underwritten Offering or Overnight Underwritten Offering initiated by the Company, (A) first to the Company and (B) second, pro rata among all Selling Holders and Parity Holders who have requested participation in such Underwritten Offering or Overnight Underwritten Offering. The pro rata allocations for each such Selling Holder or Parity Holder shall be (A) based on the percentage derived by dividing (1) the number of shares of Class A Common Stock (or other securities) that such Selling Holder or such Parity Holder has requested be included in such Underwritten Offering or Overnight Underwritten Offering by (2) the aggregate number of shares of Class A Common Stock (or other securities) that all Selling Holders and all Parity Holders have requested be included in such Underwritten Offering or Overnight Underwritten Offering or (B) as otherwise agreed by such Selling Holder or Parity Holder, as applicable.

(d)    Notwithstanding anything in this Section 2.02 to the contrary, no Holder shall have any right to include any Class A Common Stock in any offering by Company of Class A Common Stock executed pursuant to any “at the market” program that Company may have in effect from time to time on or after the date of this Agreement.

Section 2.03    Underwritten Offering.

(a)    In the event that one or more Selling Holders of Registrable Securities (the “Offering Holders”) notify Company in writing of their election to dispose of Registrable Securities under the Shelf Registration Statement pursuant to an Underwritten Offering or Overnight Underwritten Offering and reasonably expect gross proceeds of at least $[15] million from such Underwritten Offering or Overnight Underwritten Offering, (i) Company shall give notice (including, but not limited to, notification by email, with such notice given no later than one Business Day after the engagement by Company of the Managing Underwriter(s) in the case of a proposed Overnight Underwritten Offering) of such proposed Underwritten Offering or Overnight Underwritten Offering to the other Holders on a Business Day and such notice shall offer such Holders the opportunity to include in such Underwritten Offering or Overnight Underwritten Offering such number of Registrable Securities as each such Holder may request in writing (within three Business Days in the case of an Underwritten Offering that is not an Overnight Underwritten Offering and within two Business Days after the Holder receives such notice in the case of an Overnight Underwritten Offering) and (ii) Company will retain underwriters (which underwriters shall be reasonably acceptable to the Offering Holders holding a majority of the Registrable Securities to be disposed of pursuant to such Underwritten Offering or Overnight Underwritten Offering, including entering into an underwriting agreement in customary form with the Managing Underwriter(s), which underwriting agreement shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and will take all reasonable actions as are requested by the Managing Underwriter(s) in order to expedite or facilitate the registration and disposition of the Registrable Securities); provided, however, that Company shall not be required to effect more than one Underwritten Offering or Overnight Underwritten Offering pursuant to this Section 2.03. No Selling Holder may participate in such Underwritten Offering or Overnight Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably and customarily required under the terms of such underwriting agreement. No Selling Holder shall be required to make any representations or warranties to or agreements with Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representations required by law. If any Selling Holder disapproves of the terms of an Underwritten Offering or Overnight Underwritten Offering contemplated by this Section 2.03(a), such Selling Holder may elect to withdraw therefrom by notice to Company and the Managing Underwriter(s); provided, however, that such notice of withdrawal must be made at a time up to and including the time of pricing of such offering in order to be effective. No such withdrawal or abandonment shall affect Company’s obligation to pay Registration Expenses.

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(b)    In connection with an Underwritten Offering and Overnight Underwritten Offering contemplated by Section 2.03(a), if the Managing Underwriter(s) of any such Underwritten Offering or Overnight Underwritten Offering, as the case may be, advises the Selling Holders that the total amount of Registrable Securities that the Selling Holders intend to include in such Underwritten Offering or Overnight Underwritten Offering exceeds the Maximum Number of Securities, then the Registrable Securities to be included in such Underwritten Offering or Overnight Underwritten Offering shall include the Maximum Number of Securities, with such number to be allocated (i) first, to the Selling Holders requesting such Underwritten Offering and Overnight Underwritten Offering and (ii) second, pro rata among all Selling Holders and all Parity Holders who have requested participation in such Underwritten Offering or Overnight Underwritten Offering. The pro rata allocations for each such Selling Holder or Parity Holder shall be (i) based on the percentage derived by dividing (A) the number of shares of Class A Common Stock (or other securities) that such Selling Holder or such Parity Holder has requested be included in such Underwritten Offering or Overnight Underwritten Offering by (B) the aggregate number of shares of Class A Common Stock (or other securities) that all Selling Holders and all Parity Holders have requested be included in such Underwritten Offering or Overnight Underwritten Offering or (ii) as otherwise agreed by such Selling Holder or Parity Holder, as applicable.

Section 2.04    Registration Procedures. In connection with its obligations under this Article II, Company or the applicable Selling Holder, as the case may be, will, as expeditiously as possible, subject to confidentiality obligations and agreements:

(a)    prepare and file with the SEC such amendments and supplements to the Shelf Registration Statement and the prospectus used in connection therewith as may be necessary to cause the Shelf Registration Statement to be effective and to keep the Shelf Registration Statement effective during the Effectiveness Period and as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Shelf Registration Statement;

(b)    furnish to each Selling Holder (i) as far in advance as reasonably practicable before filing the Shelf Registration Statement or any other Registration Statement contemplated by this Agreement or any supplement or amendment thereto, upon request, copies of reasonably complete drafts of all such documents proposed to be filed (including exhibits and each document incorporated by reference therein to the extent then required by the rules and regulations of the SEC other than annual or quarterly reports on Form 10-K or 10-Q, respectively, current reports on Form 8-K or proxy statements; provided, however, that such reports or proxy statements shall be provided at least two Business Days prior to filing in connection with an Underwritten Offering or Overnight Underwritten Offering), and provide each such Selling Holder the opportunity to object to any information pertaining to such Selling Holder and its plan of distribution that is contained therein and make the corrections reasonably requested by such Selling Holder with respect to such information prior to filing the Shelf Registration Statement or such other Registration Statement or supplement or amendment thereto, and (ii) such number of copies of the Shelf Registration Statement or such other Registration Statement and the prospectus included therein and any supplements and amendments thereto as such Persons may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities covered by the Shelf Registration Statement or such other Registration Statement;

(c)    if applicable, use its commercially reasonable efforts to register or qualify the Registrable Securities covered by the Shelf Registration Statement or any other Registration Statement contemplated by this Agreement under the securities or blue sky laws of such jurisdictions as the Selling Holders or, in the case of an Underwritten Offering or Overnight Underwritten Offering, the Managing Underwriter(s) shall reasonably request, except that Company will not be required to qualify generally to transact business in any jurisdiction where it is not then required to so qualify or to take any action which would subject it to general service of process in any such jurisdiction where it is not then so subject;

(d)    promptly notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered by any of them under the Securities Act, of (i) the filing of the Shelf Registration Statement or any other Registration Statement contemplated by this Agreement or any prospectus or prospectus supplement to be used in connection therewith, or any amendment or supplement thereto, and, with respect to such Shelf Registration Statement or any other Registration Statement contemplated by this Agreement, when the same has become effective; and (ii) the receipt of any written comments from the SEC with respect to any filing referred to in clause (i) and any written request by the SEC for amendments or supplements to the Shelf Registration Statement or any other registration statement contemplated by this Agreement or any prospectus or prospectus supplement thereto;

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(e)    promptly notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of (i) the happening of any event as a result of which, the prospectus or prospectus supplement contained in the Shelf Registration Statement or any other Registration Statement contemplated by this Agreement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) the issuance or threat of issuance by the SEC of any stop order suspending the effectiveness of the Shelf Registration Statement or any other Registration Statement contemplated by this Agreement, or the initiation of any proceedings for that purpose; or (iii) the receipt by Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction. Following the provision of such notice, Company agrees to as promptly as practicable amend or supplement the prospectus or prospectus supplement or take other appropriate action so that the prospectus or prospectus supplement does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances then existing, and to take such other commercially reasonable action as is necessary to remove a stop order, suspension, threat thereof or proceedings related thereto;

(f)    upon request, furnish to each Selling Holder copies of any and all transmittal letters or other correspondence with the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering of Registrable Securities;

(g)    in connection with an Underwritten Offering or Overnight Underwritten Offering, use commercially reasonable efforts to furnish upon request and addressed to the underwriters and to the Selling Holders on the date that shares of Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion of counsel for Company, and (ii) a “comfort letter” signed by the independent public accountants (and, if applicable, independent reserve engineers) who have certified Company’s financial statements included or incorporated by reference into the applicable Registration Statement, and each of the opinion and the “comfort letter” shall be in customary form and covering substantially the same matters with respect to such Registration Statement (and the prospectus and any prospectus supplement included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ (and, if applicable, independent reserve engineers’) letters delivered to the underwriters in Underwritten Offerings or Overnight Underwritten Offerings of securities, and such other matters as such underwriters or Selling Holders may reasonably request;

(h)    otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders (which may be satisfied by making such information available on the SEC’s Electronic Data Gathering, Analysis and Retrieval system or any successor system known as “EDGAR”), as soon as reasonably practicable, an earnings statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder;

(i)    make available to the appropriate representatives of the Managing Underwriter(s) and Selling Holders access to such information and Company personnel as is reasonable and customary to enable such parties to establish a due diligence defense under the Securities Act; provided that the Company need not disclose any non-public information to any such representative unless and until such representative has entered into a customary confidentiality agreement with the Company;

(j)    use its commercially reasonable efforts to cause all such Registrable Securities covered by such Shelf Registration Statement to be listed on each securities exchange or nationally recognized quotation system on which the Class A Common Stock are then listed or quoted;

(k)    use its commercially reasonable efforts to cause the Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of Company to enable the Selling Holders to consummate the disposition of such Registrable Securities;

(l)    provide a transfer agent and registrar for all Registrable Securities covered by such Shelf Registration Statement not later than the effective date of such Shelf Registration Statement;

(m)    enter into customary agreements and take such other actions as are reasonably requested by the underwriters, if any, in order to expedite or facilitate the disposition of such Registrable Securities;

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(n)    if reasonably required by Company’s transfer agent, use commercially reasonable efforts to promptly deliver any customary authorizations, certificates and directions required by the transfer agent which authorize and direct the transfer agent to transfer such Registrable Securities without legend, in accordance with applicable law, upon sale by the Holder of such Registrable Securities under the Registration Statement;

(o)    if any Selling Holder could reasonably be deemed to be an “underwriter,” as defined in Section 2(a)(11) of the Securities Act, in connection with the registration statement in respect of any registration of Registrable Securities of such Selling Holder pursuant to this Agreement, and any amendment or supplement thereof (any such registration statement or amendment or supplement, a “Selling Holder Underwriter Registration Statement”), then, until the Effectiveness Period ends, (i) cooperate with such Selling Holder in allowing such Selling Holder to conduct customary “underwriter’s due diligence” with respect to Company and satisfy its obligations in respect thereof; (ii) until the Effectiveness Period ends, at any Selling Holder request, furnish to such Selling Holder, on the date of the effectiveness of any Selling Holder Underwriter Registration Statement and thereafter no more often than on a quarterly basis, (A) a letter, dated such date, from Company’s independent certified public accountants (and, if applicable, independent reserve engineers) in form and substance as is customarily given by independent certified public accountants (and, if applicable, independent reserve engineers) to underwriters in an underwritten public offering, addressed to such Selling Holder, (B) an opinion, dated as of such date, of counsel representing Company for purposes of such Selling Holder Underwriter Registration Statement, in form, scope and substance as is customarily given in an underwritten public offering, including a standard “10b-5” opinion for such offering, addressed to such Selling Holder and (C) a standard officer’s certificate from the Chief Executive Officer and Chief Financial Officer of Company addressed to such Selling Holder; and (iii) permit legal counsel of such Selling Holder to review and comment upon any Selling Holder Underwriter Registration Statement at least three Business Days prior to its filing with the SEC and all amendments and supplements to any such Selling Holder Underwriter Registration Statement within a reasonable number of days prior to their filing with the SEC and not file any Selling Holder Underwriter Registration Statement or amendment or supplement thereto in a form to which such Selling Holder’s legal counsel reasonably objects;

(p)    each Selling Holder, upon receipt of notice from Company of the happening of any event of the kind described in subsection (e) of this Section 2.04, shall forthwith discontinue disposition of the Registrable Securities until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by subsection (e) of this Section 2.04 or until it is advised in writing by Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings incorporated by reference in the prospectus, and, if so directed by Company, such Selling Holder will, or will request the Managing Underwriter(s), if any, to deliver to Company (at Company’s expense) all copies in their possession or control, other than permanent file copies then in such Selling Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice; and

(q)    if requested by a Selling Holder, (i) as soon as practicable incorporate in a prospectus supplement or post-effective amendment such information as such Selling Holder reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) as soon as practicable make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) as soon as practicable, supplement or make amendments to any Registration Statement.

Notwithstanding anything to the contrary in this Section 2.04, Company will not name a Holder as an underwriter (as defined in Section 2(a)(11) of the Securities Act) in any Registration Statement or Selling Holder Underwriter Registration Statement, as applicable, without such Holder’s consent. If the Company determines, upon advice of counsel, that Company is required to name any Holder as an underwriter (as defined in Section 2(a)(11) of the Securities Act), and such Holder does not consent thereto, then such Holder’s Registrable Securities shall not be included on the applicable Registration Statement and Company shall have no further obligations hereunder with respect to Registrable Securities held by such Holder with respect to such Registration Statement or Selling Holder Registration Statement unless such Holder has not had an opportunity to conduct customary underwriter’s due diligence as set forth in Section 2.04(o) with respect to Company at the time such Holder’s consent is sought.

Section 2.05    Cooperation by Holders. Company shall have no obligation to include Registrable Securities of a Holder in any Registration Statement or Underwritten Offering if such Holder has failed to timely furnish such information which Company determines, after consultation with counsel, is reasonably required for any registration statement or prospectus supplement thereto, as applicable, to comply with the Securities Act.

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Section 2.06    Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities who is included in the Shelf Registration Statement agrees not to effect any public sale or distribution of the Registrable Securities for a period of up to 90 days following completion of an Underwritten Offering or Overnight Underwritten Offering of Equity Securities by Company; provided that (i) Company gives written notice to such Holder of the date of the commencement and termination of such period with respect to any such Underwritten Offering or Overnight Underwritten Offering and (ii) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters of such public sale or distribution on Company or on the officers or directors or any other Affiliate of Company on whom a restriction is imposed.

Section 2.07    Expenses.

(a)    Certain Definitions. The term “Registration Expenses” means all expenses incident to Company’s performance under or compliance with this Agreement to effect the registration of Registrable Securities on the Shelf Registration Statement, an Underwritten Offering or Overnight Underwritten Offering covered under this Agreement, and/or the disposition of such Registrable Securities, including, without limitation, all registration, filing, securities exchange listing and NYSE fees, all registration, filing, qualification and other fees and expenses of complying with securities or blue sky laws, fees of the Financial Industry Regulatory Authority, Inc., all word processing, duplicating and printing expenses, and the fees and disbursements of counsel and independent public accountants for Company, including the expenses of any special audits or “cold comfort” letters required by or incident to such performance and compliance; provided, however, that “Registration Expenses” shall not include any Selling Expenses. The term “Selling Expenses” means all (i) transfer taxes allocable to the sale of the Registrable Securities; (ii) fees and expenses of counsel engaged by the Holders and (iii) commissions and discounts of brokers, dealers and underwriters.

(b)    Expenses. Company will pay all Registration Expenses as determined in good faith, including, in the case of an Underwritten Offering or Overnight Underwritten Offering, whether or not any sale is made pursuant to the Shelf Registration Statement. Each Selling Holder shall pay its pro rata share of all Selling Expenses in connection with any sale of Registrable Securities hereunder.

Section 2.08    Indemnification.

(a)    By Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, to the extent permitted by applicable law, Company will indemnify and hold harmless each Selling Holder thereunder, its Affiliates that own Registrable Securities and their respective directors and officers and each underwriter pursuant to the applicable underwriting agreement with such underwriter and each Person, if any, who controls such Selling Holder or underwriter within the meaning of the Securities Act and the Exchange Act and its directors and officers (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’, accountants’ and experts’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder or underwriter or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the Shelf Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading or arise out of or are based upon a Selling Holder being deemed to be an “underwriter,” as defined in Section 2(a)(11) of the Securities Act, in connection with the registration statement in respect of any registration of Company’s securities, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in strict conformity with information furnished by or on behalf of such Selling Holder Indemnified Person in writing specifically for use in the Shelf Registration Statement or such other registration statement or any prospectus contained therein or any amendment or supplement thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such director, officer or controlling Person, and shall survive the transfer of such securities by such Selling Holder.

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(b)    By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless Company, its directors, officers, employees and agents and each Person, if any, who controls Company within the meaning of the Securities Act or of the Exchange Act against any Losses to the same extent as the foregoing indemnity from Company to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in the Shelf Registration Statement or any prospectus contained therein or any amendment or supplement thereof relating to the Registrable Securities; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.

(c)    Notice. Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but such indemnified party’s failure to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to any indemnified party other than under this Section 2.08. The indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 2.08 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided, however, that, (i) if the indemnifying party has failed to assume the defense and employ counsel reasonably acceptable to the indemnified party or (ii) if the defendants in any such action include both the indemnified party and the indemnifying party and counsel to the indemnified party shall have concluded that there may be reasonable defenses available to the indemnified party that are different from or additional to those available to the indemnifying party, or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, then the indemnified party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the reasonable expenses and fees of one such separate counsel (firm) and other reasonable expenses related to such participation to be reimbursed by the indemnifying party as incurred. Notwithstanding any other provision of this Agreement, no indemnified party shall settle any action brought against it with respect to which it is entitled to indemnification hereunder without the consent of the indemnifying party, unless the settlement thereof imposes no liability or obligation on, and includes a complete and unconditional release from all liability of, the indemnifying party.

(d)    Contribution. If the indemnification provided for in this Section 2.08 is held by a court or government agency of competent jurisdiction to be unavailable to Company or any Selling Holder or is insufficient to hold it harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses as between Company, on the one hand, and such Selling Holder, on the other hand, in such proportion as is appropriate to reflect the relative fault of Company, on the one hand, and of such Selling Holder, on the other, in connection with the statements or omissions which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of Company, on the one hand, and each Selling Holder, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the first sentence of this paragraph. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss which is the subject of this paragraph. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

(e)    Other Indemnification. The provisions of this Section 2.08 shall be in addition to any other rights to indemnification or contribution which an indemnified party may have pursuant to law, equity, contract or otherwise.

Section 2.09    Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that may permit the sale of the Registrable Securities to the public without registration, Company agrees to use its reasonable best efforts to:

(a)    make and keep public information regarding Company available, as those terms are understood and defined in Rule 144 (or any successor rule or regulation to Rule 144 then in force) of the Securities Act, at all times from and after the date of this Agreement;

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(b)    file with the SEC in a timely manner all reports and other documents required of Company under the Securities Act and the Exchange Act at all times from and after the date of this Agreement;

(c)    so long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon request a copy of the most recent annual or quarterly report of Company, and such other reports and documents so filed as such Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing such Holder to sell any such securities without registration; and

(d)    take such further action as any Holder may reasonably request, all to the extent required from time to time to enable the Holders to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144 (or any successor rule or regulation to Rule 144 then in force) under the Securities Act.

Section 2.10    Transfer or Assignment of Registration Rights. The rights to cause Company to include Registrable Securities in a Shelf Registration Statement may be transferred or assigned by any Holder to one or more transferee(s) or assignee(s) of such Registrable Securities; provided that (a) Company is given written notice prior to any said transfer or assignment, stating the name and address of each such transferee and identifying the securities with respect to which such registration rights are being transferred or assigned, (b) each such transferee or assignee assumes in writing responsibility for its portion of the obligations of such Holder under this Agreement by executing a Joinder in the form attached hereto as Exhibit A (the “Joinder”) and (c) unless any such transferee or assignee is an Affiliate of such Bounty Stockholder and after such transfer or assignment continues to be an Affiliate of such Holder, the amount of Registrable Securities transferred or assigned to such transferee or assignee shall represent all of the Registrable Securities held by such Bounty Stockholder.

Section 2.11    Information by Holder. Any Holder or Holders of Registrable Securities included in any Registration Statement shall promptly furnish to Company such information regarding such Holder or Holders and the distribution proposed by such Holder or Holders as Company may reasonably request and as shall be required in connection with any registration, qualification or compliance referred to herein.

Section 2.12    Limitation on Subsequent Registration Rights. From and after the date of this Agreement, Company shall not, without the prior written consent of the Holders, enter into any agreement with any current or future holder of any securities of Company that would allow such current or future holder to require Company to include securities in any Piggyback Offering by Company for its own account on a basis that is superior in any material respect to the Piggyback Offering rights granted to the Holders pursuant to Section 2.02 of this Agreement.

ARTICLE III

MISCELLANEOUS

Section 3.01    Communications. All notices or other communications which are required or permitted hereunder shall be in writing and shall be deemed to have been given if (a) personally delivered, (b) sent by nationally recognized overnight courier, (c) sent by registered or certified mail, postage prepaid, return receipt requested, or (d) sent by email. Such notices and other communications must be sent to the following addresses or email addresses:

if to Company to:

Bounty Minerals, Inc.

777 Main Street, Suite 3400

Fort Worth, Texas 76102

Attention: Tracie Porter

Email: tracie@bntyinv.comwith a copy to:

Kirkland & Ellis LLP

609 Main St. #4500

Houston, TX

Attention: Sean Wheeler, P.C.

Debbie Yee, P.C.

Anne Peetz

Email: sean.wheeler@kirkland.com

debbie.yee@kirkland.com

anne.peetz@kirkland.com

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or to such other address or email address as the party to whom notice is to be given may have furnished to such other party in writing in accordance herewith. Any such communication shall be deemed to have been received (a) when delivered, if personally delivered, (b) the next Business Day after delivery, if sent by nationally recognized, overnight courier, (c) on the second Business Day following the date on which the piece of mail containing such communication is posted, if sent by first-class mail or (d) on the date sent, if sent by email during normal business hours of the recipient or on the next Business Day, if sent by email after normal business hours of the recipient.

Section 3.02    Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns of each of the parties, including subsequent Holders of Registrable Securities to the extent permitted herein.

Section 3.03    Assignment of Rights. All or any portion of the rights and obligations of the Holders under this Agreement may be transferred or assigned by the Holders only in accordance with Section 2.10 of this Agreement.

Section 3.04    Specific Performance. Damages in the event of breach of this Agreement by a party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed that each such Person, in addition to and without limiting any other remedy or right it may have, will have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions hereof, and each of the parties hereto hereby waives any and all defenses it may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief. The existence of this right will not preclude any such Person from pursuing any other rights and remedies at law or in equity which such Person may have.

Section 3.05    Recapitalization, Exchanges, Etc. Affecting the Class A Common Stock. The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all shares of capital stock of Company or any successor or assign of Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for or in substitution of, the Registrable Securities, and shall be appropriately adjusted for combinations, recapitalizations and the like occurring after the date of this Agreement.

Section 3.06    Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. This Agreement may also be executed and delivered by facsimile signature or other electronic means and in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 3.07    Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

Section 3.08    Governing Law. This Agreement is governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to any conflicts of law principles that would result in the application of any law other than the law of the State of Delaware.

Section 3.09    Jurisdiction. Each of the parties irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder shall be brought and determined exclusively in the Court of Chancery of the State of Delaware or, if such Court does not have subject matter jurisdiction, to the Superior Court of the State of Delaware or, if jurisdiction is vested exclusively in the Federal courts of the United States, the Federal courts of the United States sitting in the State of Delaware, and any appellate court from any such state or Federal court. Each of the parties hereby irrevocably and unconditionally agrees that all claims with respect to any such claim shall be heard and determined in such Delaware court or in such Federal court, as applicable. The parties agree that a final judgment in any such claim is conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law.

Section 3.10    WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTY HEREBY IRREVOCABLY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF

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ACTION ARISING IN WHOLE OR IN PART UNDER, RELATED TO, BASED ON, OR IN CONNECTION WITH, THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN TORT OR CONTRACT OR OTHERWISE. ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 3.10 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

Section 3.11    Severability of Provisions. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting or impairing the validity or enforceability of such provision in any other jurisdiction.

Section 3.12    Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the rights granted by Company set forth herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

Section 3.13    Amendment. This Agreement may be amended only by means of a written amendment signed by Company and the Holders of a majority of the then outstanding Registrable Securities.

Section 3.14    No Presumption. In the event any claim is made by a party relating to any conflict, omission, or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular party or its counsel.

Section 3.15    Independent Nature of Each Holder’s Obligations. The obligations of each Holder under this Agreement are several and not joint with the obligations of any other Holder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under this Agreement. Nothing contained herein, and no action taken by any Holder pursuant thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement. Each Holder shall be entitled to independently protect and enforce its rights, including without limitation, the rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

Section 3.16    Termination of Registration Right. No Holder shall be entitled to exercise any right provided for in this Agreement after the third anniversary of the date hereof (the “Termination Date”).

Section 3.17    Further Assurances. Company and each of the Holders shall cooperate with each other and shall take such further action and shall execute and deliver such further documents as may be reasonably requested by any other party in order to carry out the provisions and purposes of this Agreement.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto execute this Agreement, effective as of the date first above written.

BOUNTY MINERALS, INC.

By:

Name:

Title:

[HOLDERS]

By:

Name:

Title:

Signature Page to Registration Rights Agreement

SCHEDULE I

[●]

SCHEDULE II

[●]

EXHIBIT A

FORM OF JOINDER AGREEMENT

[DATE]

The undersigned hereby absolutely, unconditionally and irrevocably agrees to be bound by the terms and provisions of that certain Registration Rights Agreement, dated as of [●], by and among Bounty Minerals, Inc., a Delaware corporation, and the parties listed on Schedule I thereto, and the Persons identified on Schedule II thereto who become party thereto from time to time (the “Registration Rights Agreement”), and to join in the Registration Rights Agreement as a Holder with the same force and effect as if the undersigned were originally a party thereto.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of [DATE].

EX-5.1

Exhibit 5.1

609 Main Street Houston, TX 77002 United States +1 713 836 3600 www.kirkland.com	Facsimile: +1 713 836 3601

[●]

Bounty Minerals, Inc.

777 Main Street, Suite 3400

Fort Worth, Texas 76102

Ladies and Gentlemen:

We are acting as special counsel to Bounty Minerals, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of a Registration Statement on Form S-1, initially filed with the Securities and Exchange Commission (the “Commission”) on November 9, 2022 (File No. 333-268279), under the Securities Act of 1933, as amended (the “Act”) (such Registration Statement, as amended or supplemented, is hereinafter referred to as the “Registration Statement”), relating to the proposed registration by the Company of up to [●] shares of Class A common stock, par value $0.01 per share, of the Company (“Common Stock”), including [●] shares of Common Stock to cover the underwriters’ option to purchase additional shares, if any. The shares of Common Stock to be sold by the Company identified in the Registration Statement are referred to herein as the “Shares,” and the issuance of the Shares is referred to herein as the “Issuance.” This opinion is furnished to you in connection with the filing of the Registration Statement.

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the Amended and Restated Certificate of Incorporation of the Company in the form filed as Exhibit 3.2 to the Registration Statement and to be filed with the Secretary of State of the State of Delaware at the closing of the initial public offering; (ii) the Amended and Restated By-laws of the Company in the form filed as Exhibit 3.4 to the Registration Statement; (iii) the Underwriting Agreement in the form filed as Exhibit 1.1 to the Registration Statement (the “Underwriting Agreement”); (iv) resolutions of the board of directors of the Company with respect to the Issuance and (v) the Registration Statement.

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. We have not independently established or verified any facts relevant to the opinion expressed herein, but have relied upon statements and representations of officers and other representatives of the Company and others as to factual matters.

Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that, when (i) the final Underwriting Agreement is duly executed and delivered by the parties thereto and (ii) the Registration Statement becomes effective under the Act, the Shares have been duly authorized and will be validly issued, fully paid and non-assessable.

Our opinions expressed above are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of any laws except the General Corporation Law of the State of Delaware.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

Austin    Bay Area    Beijing    Boston    Brussels     Chicago    Dallas    Hong Kong    London    Los Angeles    Munich    New York     Paris    Salt Lake City    Shanghai    Washington, D.C.

Bounty Minerals, Inc.

[●]

Page 2

We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states to the Issuance.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the General Corporation Law of the State of Delaware be changed by legislative action, judicial decision or otherwise.

Sincerely,

[●]

EX-10.1

Exhibit 10.1

Bounty Minerals, Inc.

[FORM OF] [●] OMNIBUS INCENTIVE PLAN

ARTICLE I

PURPOSE

The purpose of this Bounty Minerals, Inc. [●] Omnibus Incentive Plan (this “Plan”) is to promote the success of the Company’s business for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to attract, retain, and reward such individuals and strengthen the mutuality of interests between such individuals and the Company’s stockholders. This Plan is effective as of the date set forth in Article XIV.

ARTICLE II

DEFINITIONS

For purposes of this Plan, the following terms shall have the following meanings:

2.1    “Affiliate” means a corporation or other entity controlled by, controlling, or under common control with the Company, which, for the avoidance of doubt, shall include Bounty Minerals Holdings LLC. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of such Person, whether through the ownership of voting or other securities, by contract or otherwise.

2.2    “Applicable Law” means the requirements relating to the administration of equity-based awards and the related shares under U.S. state corporate law, U.S. federal and state securities laws, the rules of any stock exchange or quotation system on which the shares are listed or quoted, and any other applicable laws, including tax laws, of any U.S. or non-U.S. jurisdictions where Awards are, or will be, granted under this Plan.

2.3    “Award” means any award under this Plan of any Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Units, Performance Award, Other Stock-Based Award, or Cash Award. All Awards shall be evidenced by and subject to the terms of an Award Agreement.

2.4    “Award Agreement” means the written or electronic agreement, contract, certificate, or other instrument or document evidencing the terms and conditions of an individual Award. Each Award Agreement shall be subject to the terms and conditions of this Plan.

2.5    “Board” means the Board of Directors of the Company.

2.6    “Cash Award” means an Award granted to an Eligible Individual pursuant to Section 9.3 of this Plan and payable in cash at such time or times and subject to such terms and conditions as determined by the Committee in its sole discretion.

2.7    “Cause” means, unless otherwise determined by the Committee in the applicable Award Agreement, with respect to a Participant’s Termination of Service, the following: (a) in the case where there is no employment agreement, offer letter, consulting agreement, change in control agreement, or similar agreement in effect between the Company or an Affiliate and the Participant at the time of the grant of the Award (or where there is such agreement in effect but it does not define “cause” (or words of like import)), the Participant’s (i) commission of, or plea of guilty or no contest to, a felony or a crime involving moral turpitude or the commission of any other act involving willful malfeasance or material fiduciary breach with respect to the Company or an Affiliate; (ii) substantial and repeated failure to perform duties as reasonably directed by the person to whom the Participant reports; (iii) conduct that brings or is reasonably likely to bring the Company or an Affiliate negative publicity or into public disgrace, embarrassment, or disrepute; (iv) gross negligence or willful misconduct with respect to the Company or an Affiliate; (v) material violation of the Company’s policies or codes of conduct, including policies related to discrimination, harassment, performance of illegal or unethical activities, or ethical misconduct; or (vi) any breach of any non-competition,

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non-solicitation, no-hire, or confidentiality covenant between the Participant and the Company or an Affiliate; or (b) in the case where there is an employment agreement, offer letter, consulting agreement, change in control agreement, or similar agreement in effect between the Company or an Affiliate and the Participant at the time of the grant of the Award that defines “cause” (or words of like import), “cause” as defined under such agreement; provided, however, that with regard to any agreement under which the definition of “cause” only applies on occurrence of a change in control, such definition of “cause” shall not apply until a change in control (as defined in such agreement) actually takes place and then only with regard to a termination thereafter.

2.8    “Change in Control” means and includes each of the following, unless otherwise determined by the Committee in the applicable Award Agreement or other written agreement with a Participant approved by the Committee:

(a)    any Person (other than the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the Company), becoming the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities, excluding for purposes herein, acquisitions pursuant to a Business Combination (as defined below) that does not constitute a Change in Control as defined in Section 2.8(b);

(b)    a merger, reorganization, or consolidation of the Company or in which equity securities of the Company are issued (each, a “Business Combination”), other than a merger, reorganization or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its direct or indirect Parent) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity (or, as applicable, a direct or indirect Parent of the Company or such surviving entity) outstanding immediately after such merger, reorganization or consolidation; provided, however, that a merger, reorganization or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person (other than those covered by the exceptions in Section 2.8(a)) acquires more than 50% of the combined voting power of the Company’s then outstanding securities shall not constitute a Change in Control;

(c)    during the period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new director(s) (other than a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in Sections 2.8(a) or (b)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

(d)    a complete liquidation or dissolution of the Company or the consummation of a sale or disposition by the Company of all or substantially all of the Company’s assets other than the sale or disposition of all or substantially all of the assets of the Company to a Person or Persons who beneficially own, directly or indirectly, 50% or more of the combined voting power of the outstanding voting securities of the Company at the time of the sale.

Notwithstanding the foregoing, with respect to any Award that is characterized as “nonqualified deferred compensation” within the meaning of Section 409A of the Code, an event shall not be considered to be a Change in Control under this Plan for purposes of payment of such Award unless such event is also a “change in ownership,” a “change in effective control,” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code.

2.9    “Change in Control Price” means the highest price per Share paid in any transaction related to a Change in Control as determined by the Committee in its discretion.

2.10    “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time. Any reference to any section of the Code shall also be a reference to any successor provision and any guidance and treasury regulation promulgated thereunder.

2.11    “Committee” means any committee of the Board duly authorized by the Board to administer this Plan; provided, however, that unless otherwise determined by the Board, the Committee shall consist solely of two or more members of the Board who are each (a) a “non-employee director” within the meaning of Rule 16b-3(b), and (b) “independent” under the listing standards or rules of the securities exchange upon which the Common Stock is traded,

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but only to the extent such independence is required in order to take the action at issue pursuant to such standards or rules. If no committee is duly authorized by the Board to administer this Plan, the term “Committee” shall be deemed to refer to the Board for all purposes under this Plan. The Board may abolish any Committee or re-vest in itself any previously delegated authority from time to time, and will retain the right to exercise the authority of the Committee to the extent consistent with Applicable Law.

2.12    “Common Stock” means the Class A common stock, $0.01 par value per share, of the Company.

2.13    “Company” means Bounty Minerals, Inc., a Delaware corporation, and its successors by operation of law.

2.14    “Consultant” means any natural person who is an advisor or consultant or other service provider to the Company or any of its Affiliates.

2.15    “Disability” means, unless otherwise determined by the Committee in the applicable Award Agreement, with respect to a Participant’s Termination of Service, that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment, provided, however, for purposes of an Incentive Stock Option, the term Disability shall have the meaning ascribed to it under Section 22(e)(3) of the Code. The determination of whether an individual has a Disability shall be determined by the Committee, and the Committee may rely on any determination that a Participant is disabled for purposes of benefits under any long-term disability plan in which a Participant participates that is maintained by the Company or any Affiliate.

2.16    “Dividend Equivalent Rights” means a right granted to a Participant under this Plan to receive the equivalent value (in cash or Shares) of dividends paid on Shares.

2.17    “Effective Date” means the effective date of this Plan as defined in Article XIV.

2.18    “Eligible Employee” means each employee of the Company or any of its Affiliates. An employee on a leave of absence may be an Eligible Employee.

2.19    “Eligible Individual” means an Eligible Employee, Non-Employee Director, or Consultant who is designated by the Committee in its discretion as eligible to receive Awards subject to the terms and conditions set forth herein.

2.20    “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time. Reference to a specific section of the Exchange Act or regulation thereunder shall include such section or regulation, any valid regulation or interpretation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing, or superseding such section or regulation.

2.21    “Fair Market Value” means, for purposes of this Plan, unless otherwise required by any applicable provision of the Code or any regulations issued thereunder, as of any date and except as provided below, the last sales price reported for the Common Stock on the applicable date: (a) as reported on the principal national securities exchange in the United States on which it is then traded, listed or otherwise reported or quoted or (b) if the Common Stock is not traded, listed, or otherwise reported or quoted, the Committee shall determine in good faith the Fair Market Value in whatever manner it considers appropriate, taking into account the requirements of Section 409A of the Code. For purposes of the grant of any Award, the applicable date shall be the trading day immediately prior to the date on which the Award is granted. For purposes of the exercise of any Award, the applicable date shall be the date a notice of exercise is received by the Committee or, if not a date on which the applicable market is open, the next day that it is open. Notwithstanding the foregoing, with respect to any Award granted on the pricing date of the Company’s initial public offering, the Fair Market Value shall mean the initial public offering price of a Share as set forth in the Company’s final prospectus relating to its initial public offering filed with the Securities and Exchange Commission.

2.22    “Family Member” means “family member” as defined in Section A.1.(a)(5) of the general instructions of Form S-8.

2.23    “Incentive Stock Option” means any Stock Option granted to an Eligible Employee who is an employee of the Company, its Parents or its Subsidiaries under this Plan and that is intended to be, and is designated as, an “Incentive Stock Option” within the meaning of Section 422 of the Code.

2.24    “Non-Employee Director” means a director on the Board who is not an employee of the Company.

2.25    “Non-Qualified Stock Option” means any Stock Option granted under this Plan that is not an Incentive Stock Option.

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2.26    “Other Stock-Based Award” means an Award granted under Article IX of this Plan that is valued in whole or in part by reference to, or is payable in or otherwise based on, Shares, but may be settled in the form of Shares or cash.

2.27    “Parent” means any parent corporation of the Company within the meaning of Section 424(e) of the Code.

2.28    “Participant” means an Eligible Individual to whom an Award has been granted pursuant to this Plan.

2.29    “Performance Award” means an Award granted under Article VIII of this Plan contingent upon achieving certain Performance Goals.

2.30    “Performance Goals” means goals established by the Committee as contingencies for Awards to vest and/or become exercisable or distributable.

2.31    “Performance Period” means the designated period during which the Performance Goals must be satisfied with respect to the Award to which the Performance Goals relate.

2.32    “Person” means any “person” as such term is used in Sections 13(d) and 14(d) of the Exchange Act.

2.33    “Restricted Stock” means an Award of Shares granted under Article VII of this Plan.

2.34    “Restricted Stock Unit” means an unfunded, unsecured right to receive, on the applicable settlement date, one Share or an amount in cash or other consideration determined by the Committee to be of equal value as of such settlement date, subject to certain vesting conditions and other restrictions.

2.35    “Rule 16b-3” means Rule 16b-3 under Section 16(b) of the Exchange Act as then in effect or any successor provision.

2.36    “Section 409A of the Code” means the nonqualified deferred compensation rules under Section 409A of the Code and any applicable treasury regulations and other official guidance thereunder.

2.37    “Securities Act” means the Securities Act of 1933, as amended, and all rules and regulations promulgated thereunder. Reference to a specific section of the Securities Act or regulation thereunder shall include such section or regulation, any valid regulation or interpretation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing, or superseding such section or regulation.

2.38    “Shares” means shares of Common Stock.

2.39    “Stock Appreciation Right” means a stock appreciation right granted under Article VI of this Plan.

2.40    “Stock Option” or “Option” means any option to purchase Shares granted pursuant to Article VI of this Plan.

2.41    “Subsidiary” means any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code.

2.42    “Ten Percent Stockholder” means a Person owning stock representing more than 10% of the total combined voting power of all classes of stock of the Company, its Parent or its Subsidiaries.

2.43    “Termination of Service” means the termination of the applicable Participant’s employment with, or performance of services for, the Company and its Affiliates. Unless otherwise determined by the Committee, (a) if a Participant’s employment or services with the Company and its Affiliates terminates but such Participant continues to provide services to the Company and its Affiliates in a non-employee capacity, such change in status shall not be deemed a Termination of Service with the Company and its Affiliates and (b) a Participant employed by, or performing services for an Affiliate that ceases to be an Affiliate shall also be deemed to have incurred a Termination of Service provided the Participant does not immediately thereafter become an employee of the Company or another Affiliate. Notwithstanding the foregoing provisions of this definition, with respect to any Award that constitutes a “nonqualified deferred compensation” within the meaning of Section 409A of the Code, a Participant shall not be considered to have experienced a “Termination of Service” unless the Participant has experienced a “separation from service” within the meaning of Section 409A of the Code.

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ARTICLE III

ADMINISTRATION

3.1    Authority of the Committee. This Plan shall be administered by the Committee. Subject to the terms of this Plan and Applicable Law, the Committee shall have full authority to grant Awards to Eligible Individuals under this Plan. In particular, the Committee shall have the authority to:

(a)    determine whether and to what extent Awards, or any combination thereof, are to be granted hereunder to one or more Eligible Individuals;

(b)    determine the number of Shares to be covered by each Award granted hereunder;

(c)    determine the terms and conditions, not inconsistent with the terms of this Plan, of any Award granted hereunder (including, but not limited to, the exercise or purchase price (if any), any restriction or limitation, any vesting schedule or acceleration thereof, or any forfeiture restrictions or waiver thereof, regarding any Award and the Shares, if any, relating thereto, based on such factors, if any, as the Committee shall determine, in its sole discretion);

(d)    determine the amount of cash to be covered by each Award granted hereunder;

(e)    determine whether, to what extent, and under what circumstances grants of Options and other Awards under this Plan are to operate on a tandem basis and/or in conjunction with or apart from other awards made by the Company outside of this Plan;

(f)    determine whether and under what circumstances an Award may be settled in cash, Shares, other property, or a combination of the foregoing;

(g)    determine whether, to what extent and under what circumstances cash, Shares, or other property and other amounts payable with respect to an Award under this Plan shall be deferred either automatically or at the election of the Participant;

(h)    modify, waive, amend, or adjust the terms and conditions of any Award, at any time or from time to time, including but not limited to Performance Goals;

(i)    determine whether a Stock Option is an Incentive Stock Option or Non-Qualified Stock Option;

(j)    determine whether to require a Participant, as a condition of the granting of any Award, to not sell or otherwise dispose of Shares acquired pursuant to the exercise or vesting of an Award for a period of time as determined by the Committee, in its sole discretion, following the date of the acquisition of such Award or Shares; and

(k)    modify, extend, or renew an Award, subject to Article XI of this Plan.

3.2    Guidelines. Subject to Article XI of this Plan, the Committee shall have the authority to adopt, alter, and repeal such administrative rules, guidelines, and practices governing this Plan and perform all acts, including the delegation of its responsibilities (to the extent permitted by Applicable Law and applicable stock exchange rules), as it shall, from time to time, deem advisable; to construe and interpret the terms and provisions of this Plan and any Award issued under this Plan (and any agreements or sub-plans relating thereto); and to otherwise supervise the administration of this Plan. The Committee may correct any defect, supply any omission, or reconcile any inconsistency in this Plan or in any agreement relating thereto in the manner and to the extent it shall deem necessary to effectuate the purpose and intent of this Plan. The Committee may adopt special rules, sub-plans, guidelines, and provisions for persons who are residing in or employed in, or subject to, the taxes of any domestic or foreign jurisdictions to satisfy or accommodate applicable foreign laws or to qualify for preferred tax treatment of such domestic or foreign jurisdictions.

3.3    Decisions Final. Any decision, interpretation, or other action made or taken in good faith by or at the direction of the Company, the Board, or the Committee (or any of its members) arising out of or in connection with this Plan shall be within the absolute discretion of all and each of them, as the case may be, and shall be final, binding, and conclusive on the Company and all employees and Participants and their respective heirs, executors, administrators, successors, and assigns.

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3.4    Designation of Consultants/Liability; Delegation of Authority.

(a)    The Committee may designate employees of the Company and professional advisors to assist the Committee in the administration of the Plan and (to the extent permitted by Applicable Law) may grant authority to officers of the Company to grant Awards and/or execute agreements or other documents on behalf of the Committee.

(b)    The Committee may employ such legal counsel, consultants, and agents as it may deem desirable for the administration of this Plan and may rely upon any opinion received from any such counsel or consultant and any computation received from any such consultant or agent. Expenses incurred by the Committee or the Board in the engagement of any such counsel, consultant, or agent shall be paid by the Company. The Committee, its members, and any person designated pursuant to sub-section (a) above shall not be liable for any action or determination made in good faith with respect to this Plan. To the maximum extent permitted by Applicable Law, no officer of the Company or member or former member of the Committee or of the Board shall be liable for any action or determination made in good faith with respect to this Plan or any Award granted under it.

(c)    The Committee may delegate any or all of its powers and duties under this Plan to a subcommittee of directors or to any officer of the Company, including the power to perform administrative functions and grant Awards; provided, that such delegation does not (i) violate Applicable Law, or (ii) result in the loss of an exemption under Rule 16b-3(d)(1) for Awards granted to Participants subject to Section 16 of the Exchange Act in respect of the Company. Upon any such delegation, all references in this Plan to the “Committee,” shall be deemed to include any subcommittee or officer of the Company to whom such powers have been delegated by the Committee. Any such delegation shall not limit the right of such subcommittee members or such an officer to receive Awards; provided, however, that such subcommittee members and any such officer may not grant Awards to himself or herself, a member of the Board, or any executive officer of the Company or an Affiliate, or take any action with respect to any Award previously granted to himself or herself, a member of the Board, or any executive officer of the Company or an Affiliate.

3.5    Indemnification. To the maximum extent permitted by Applicable Law and to the extent not covered by insurance directly insuring such person, each current and former officer or employee of the Company or any of its Affiliates and member or former member of the Committee or the Board shall be indemnified and held harmless by the Company against any cost or expense (including reasonable fees of counsel acceptable to the Committee) or liability (including any sum paid in settlement of a claim with the approval of the Committee), and advanced amounts necessary to pay the foregoing at the earliest time and to the fullest extent permitted, arising out of any act or omission to act in connection with the administration of this Plan, except to the extent arising out of such officer’s, employee’s, member’s, or former member’s own fraud or bad faith. Such indemnification shall be in addition to any right of indemnification that the current or former employee, officer or member may have under Applicable Law or under the by-laws of the Company or any of its Affiliates. Notwithstanding anything else herein, this indemnification will not apply to the actions or determinations made by an individual with regard to Awards granted to such individual under this Plan.

ARTICLE IV

SHARE LIMITATION

4.1    Shares. The aggregate number of Shares that may be issued or used for reference purposes or with respect to which Awards may be granted under this Plan shall not exceed [●] Shares (subject to any increase or decrease pursuant to this Article IV), which may be either authorized and unissued Shares or Shares held in or acquired for the treasury of the Company or both. The number of Shares that may be issued or used for reference purposes or with respect to which Awards may be granted under this Plan shall be subject to an annual increase on January 1 of each calendar year beginning in [2024], and ending and including [2033], equal to the lesser of (a) [●]% of the aggregate number of shares equal to the sum of number of Shares plus shares of Class B Common Stock of the Company outstanding on December 31 of the immediately preceding calendar year and (b) such smaller number of Shares as is determined by the Board. The aggregate number of Shares that may be issued or used with respect to any Incentive Stock Option shall not exceed [●] Shares (subject to any increase or decrease pursuant to Section 4.1). Any Award under this Plan settled in cash shall not be counted against the foregoing maximum share limitations. Any Shares subject to an Award that expires or is canceled, forfeited, or terminated without issuance of the full number of Shares to which the Award related will again be available for issuance under this Plan. [Notwithstanding anything to the contrary contained herein, Shares subject to an Award under this Plan shall again be made available for issuance or delivery under this Plan if such Shares are (i) Shares tendered in payment of an Option, (ii) Shares delivered or withheld by the Company to satisfy any tax withholding obligation, (iii) Shares covered by a stock-settled Stock Appreciation Right or other Awards that were not issued upon the settlement of the Award, or (iv) Shares subject to an Award that expires or is canceled, forfeited, or terminated without issuance of the full number of Shares to which the Award related.]

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4.2    Substitute Awards. In connection with an entity’s merger or consolidation with the Company or the Company’s acquisition of an entity’s property or stock, the Committee may grant Awards in substitution for any options or other stock or stock-based awards granted before such merger or consolidation by such entity or its affiliate (“Substitute Awards”). Substitute Awards may be granted on such terms as the Committee deems appropriate, notwithstanding limitations on Awards in this Plan. Substitute Awards will not count against the Shares authorized for grant under this Plan (nor shall Shares subject to a Substitute Award be added to the Shares available for Awards under this Plan as provided under Section 4.1 above), except that Shares acquired by exercise of substitute Incentive Stock Options will count against the maximum number of Shares that may be issued pursuant to the exercise of Incentive Stock Options under this Plan, as set forth in Section 4.1 above. Additionally, in the event that a Person acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grants pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under this Plan and shall not reduce the Shares authorized for grant under this Plan (and Shares subject to such Awards shall not be added to the Shares available for Awards under this Plan as provided under Section 4.1 above); provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Eligible Employees or Non-Employee Directors prior to such acquisition or combination.

4.3    Adjustments.

(a)    The existence of this Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize (i) any adjustment, recapitalization, reorganization, or other change in the Company’s capital structure or its business, (ii) any merger or consolidation of the Company or any Affiliate, (iii) any issuance of bonds, debentures, or preferred or prior preference stock ahead of or affecting the Shares, (iv) the dissolution or liquidation of the Company or any Affiliate, (v) any sale or transfer of all or part of the assets or business of the Company or any Affiliate, or (vi) any other corporate act or proceeding.

(b)    Subject to the provisions of Section 10.1:

(i)    If the Company at any time subdivides (by any split, recapitalization or otherwise) the outstanding Shares into a greater number of Shares, or combines (by reverse split, combination, or otherwise) its outstanding Shares into a lesser number of Shares, then the respective exercise prices for outstanding Awards that provide for a Participant-elected exercise and the number of Shares covered by outstanding Awards shall be appropriately adjusted by the Committee to prevent dilution or enlargement of the rights granted to, or available for, Participants under this Plan; provided, that the Committee in its sole discretion shall determine whether an adjustment is appropriate.

(ii)    Excepting transactions covered by Section 4.3(b)(i), if the Company effects any merger, consolidation, statutory exchange, spin-off, reorganization, sale or transfer of all or substantially all the Company’s assets or business, or other corporate transaction or event in such a manner that the Company’s outstanding Shares are converted into the right to receive (or the holders of Common Stock are entitled to receive in exchange therefor), either immediately or upon liquidation of the Company, securities or other property of the Company or other entity, then, subject to the provisions of Section 10.1, (A) the aggregate number or kind of securities that thereafter may be issued under this Plan, (B) the number or kind of securities or other property (including cash) to be issued pursuant to Awards granted under this Plan (including as a result of the assumption of this Plan and the obligations hereunder by a successor entity, as applicable), or (C) the exercise or purchase price thereof, shall be appropriately adjusted by the Committee to prevent dilution or enlargement of the rights granted to, or available for, Participants under this Plan.

(iii)    If there shall occur any change in the capital structure of the Company other than those covered by Section 4.3(b)(i) or 4.3(b)(ii), any conversion, any adjustment, or any issuance of any class of securities convertible or exercisable into, or exercisable for, any class of equity securities of the Company, then the Committee shall adjust any Award and make such other adjustments to this Plan to prevent dilution or enlargement of the rights granted to, or available for, Participants under this Plan.

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(iv)    In the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other extraordinary transaction or change affecting the Shares or the Share price, including any securities offering or other similar transaction, for administrative convenience, the Committee may refuse to permit the exercise of any Award for up to 60 days before or after such transaction.

(v)    The Committee may adjust the Performance Goals applicable to any Awards to reflect any unusual or non-recurring events and other extraordinary items, impact of charges for restructurings, discontinued operations, and the cumulative effects of accounting or tax changes, each as defined by generally accepted accounting principles or as identified in the Company’s financial statements, notes to the financial statements, management’s discussion and analysis, or other Company public filing.

(vi)    Any such adjustment determined by the Committee pursuant to this Section 4.3(b) shall be final, binding, and conclusive on the Company and all Participants and their respective heirs, executors, administrators, successors, and permitted assigns. Any adjustment to, or assumption or substitution of, an Award under this Section 4.3(b) shall be intended to comply with the requirements of Section 409A of the Code and Treasury Regulation §1.424-1 (and any amendments thereto), to the extent applicable. Except as expressly provided in this Section 4.3 or in the applicable Award Agreement, a Participant shall have no additional rights under this Plan by reason of any transaction or event described in this Section 4.3.

4.4    Annual Limit on Non-Employee Director Compensation. In each calendar year during any part of which this Plan is in effect, a Non-Employee Director may not receive Awards for such individual’s service on the Board that, taken together with any cash fees paid to such Non-Employee Director during such calendar year for such individual’s service on the Board, have a value in excess of $750,000 (calculating the value of any such Awards based on the grant date fair value of such Awards for financial reporting purposes); provided, that (a) the Committee may make exceptions to this limit, except that the Non-Employee Director receiving such additional compensation may not participate in the decision to award such compensation or in other contemporaneous decisions involving Non-Employee Directors and (b) for any calendar year in which a Non-Employee Director (i) first commences service on the Board, (ii) serves on a special committee of the Board, or (iii) serves as lead director or non-executive chair of the Board, such limit shall be increased to $1,000,000; provided, further, that the limit set forth in this Section 4.4 shall be applied without regard to Awards or other compensation, if any, provided to a Non-Employee Director during any period in which such individual was an employee of the Company or any Affiliate or was otherwise providing services to the Company or to any Affiliate other than in the capacity as a Non-Employee Director.

ARTICLE V

ELIGIBILITY

5.1    General Eligibility. All current and prospective Eligible Individuals are eligible to be granted Awards. Eligibility for the grant of Awards and actual participation in this Plan shall be determined by the Committee in its sole discretion. No Eligible Individual will automatically be granted any Award under this Plan.

5.2    Incentive Stock Options. Notwithstanding the foregoing, only Eligible Employees who are employees of the Company, its Parents or its Subsidiaries are eligible to be granted Incentive Stock Options under this Plan. Eligibility for the grant of an Incentive Stock Option and actual participation in this Plan shall be determined by the Committee in its sole discretion.

5.3    General Requirement. The vesting and exercise of Awards granted to a prospective Eligible Individual are conditioned upon such individual actually becoming an Eligible Employee, Consultant, or Non-Employee Director, as applicable.

ARTICLE VI

STOCK OPTIONS; STOCK APPRECIATION RIGHTS

6.1    General. Stock Options or Stock Appreciation Rights may be granted alone or in addition to other Awards granted under this Plan Each Stock Option granted under this Plan shall be of one of two types: (a) an Incentive Stock Option or (b) a Non-Qualified Stock Option. Stock Options and Stock Appreciation Rights granted under this Plan shall be evidenced by an Award Agreement and subject to the terms, conditions and limitations in this Plan, including any limitations applicable to Incentive Stock Options.

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6.2    Grants. The Committee shall have the authority to grant to any Eligible Individual one or more Incentive Stock Options, Non-Qualified Stock Options, and/or Stock Appreciation Rights; provided, however, that Incentive Stock Options may only be granted to an Eligible Employee who is an employee of the Company, its Parents or its Subsidiaries. To the extent that any Stock Option does not qualify as an Incentive Stock Option (whether because of its provisions or the time or manner of its exercise or otherwise), such Stock Option or the portion thereof which does not so qualify shall constitute a separate Non-Qualified Stock Option.

6.3    Exercise Price. The exercise price per Share subject to a Stock Option or Stock Appreciation Right shall be determined by the Committee at the time of grant, provided that the per share exercise price of a Stock Option or Stock Appreciation Right shall not be less than 100% (or, in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, 110%) of the Fair Market Value at the time of grant. Notwithstanding the foregoing, in the case of a Stock Option or Stock Appreciation Right that is a Substitute Award, the exercise price per Share for such Stock Option or Stock Appreciation Right may be less than the Fair Market Value on the date of grant; provided, that, such exercise price is determined in a manner consistent with the provisions of Section 409A of the Code and, if applicable, Section 424(a) of the Code.

6.4    Term. The term of each Stock Option or Stock Appreciation Right shall be fixed by the Committee, provided that no Stock Option or Stock Appreciation Right shall be exercisable more than 10 years (or, in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, five years) after the date on which the Stock Option or Stock Appreciation Right, as applicable, is granted.

6.5    Exercisability. Unless otherwise provided by the Committee in accordance with the provisions of this Section 6.5, Stock Options and Stock Appreciation Rights granted under this Plan shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee at the time of grant. The Committee may, but shall not be required to, provide for an acceleration of vesting and exercisability in the terms of any Award Agreement upon the occurrence of a specified event. Unless otherwise determined by the Committee, if the exercise of a Non-Qualified Stock Option or Stock Appreciation Right within the permitted time periods is prohibited because such exercise would violate the registration requirements under the Securities Act or any other Applicable Law or the rules of any securities exchange or interdealer quotation system, the Company’s insider trading policy (including any blackout periods) or a “lock-up” agreement entered into in connection with the issuance of securities by the Company, then the expiration of such Non-Qualified Stock Option or Stock Appreciation Right shall be extended until the date that is 30 days after the end of the period during which the exercise of the Non-Qualified Stock Option or Stock Appreciation Right would be in violation of such registration requirement or other Applicable Law or rules, blackout period or lock-up agreement, as determined by the Committee; provided, however, that in no event shall any such extension result in any Non-Qualified Stock Option or Stock Appreciation Right remaining exercisable after the 10-year term of the applicable Non-Qualified Stock Option or Stock Appreciation Right.

6.6    Method of Exercise. Subject to any applicable waiting period or exercisability provisions under Section 6.5, to the extent vested, Stock Options and Stock Appreciation Rights may be exercised in whole or in part at any time during the term of the applicable Stock Option or Stock Appreciation Right, by giving written notice of exercise (which may be electronic) to the Company specifying the number of Stock Options or Stock Appreciation Rights, as applicable, being exercised. Such notice shall be accompanied by payment in full of the exercise price (which shall equal the product of such number of Shares to be purchased multiplied by the applicable exercise price). The exercise price for the Stock Options may be paid upon such terms and conditions as shall be established by the Committee and set forth in the applicable Award Agreement. Without limiting the foregoing, the Committee may establish payment terms for the exercise of Stock Options pursuant to which the Company may withhold a number of Shares that otherwise would be issued to the Participant in connection with the exercise of the Stock Option having a Fair Market Value on the date of exercise equal to the exercise price, or that permit the Participant to deliver cash or Shares with a Fair Market Value equal to the exercise price on the date of payment, or through a simultaneous sale through a broker of Shares acquired on exercise, all as permitted by Applicable Law. No Shares shall be issued until payment therefor, as provided herein, has been made or provided for. Upon the exercise of a Stock Appreciation Right a Participant shall be entitled to receive, for each right exercised, up to, but no more than, an amount in cash and/or Shares (as chosen by the Committee in its sole discretion) equal in value to the excess of the Fair Market Value of one Share on the date that the right is exercised over the Fair Market Value of one Share on the date that the right was awarded to the Participant.

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6.7    Non-Transferability. No Stock Option or Stock Appreciation Right shall be transferable by the Participant other than by will or by the laws of descent and distribution, and all Stock Options and Stock Appreciation Rights shall be exercisable, during the Participant’s lifetime, only by the Participant. Notwithstanding the foregoing, the Committee may determine, in its sole discretion, at the time of grant or thereafter that a Non-Qualified Stock Option that is otherwise not transferable pursuant to this Section 6.7 is transferable to a Family Member of the Participant in whole or in part and in such circumstances, and under such conditions, as specified by the Committee. A Non-Qualified Stock Option that is transferred to a Family Member pursuant to the preceding sentence (i) may not be subsequently transferred other than by will or by the laws of descent and distribution and (ii) remains subject to the terms of this Plan and the applicable Award Agreement. Any Shares acquired upon the exercise of a Non-Qualified Stock Option by a permissible transferee of a Non-Qualified Stock Option or a permissible transferee pursuant to a transfer after the exercise of the Non-Qualified Stock Option shall be subject to the terms of this Plan and the applicable Award Agreement.

6.8    Automatic Exercise. The Committee may include a provision in an Award Agreement providing for the automatic exercise of a Non-Qualified Stock Option or Stock Appreciation Right on a cashless basis on the last day of the term of such Option or Stock Appreciation Right if the Participant has failed to exercise the Non-Qualified Stock Option or Stock Appreciation Right as of such date, with respect to which the Fair Market Value of the Shares underlying the Non-Qualified Stock Option or Stock Appreciation Right exceeds the exercise price of such Non-Qualified Stock Option or Stock Appreciation Right on the date of expiration of such Option or Stock Appreciation Right, subject to Section 13.4.

6.9    Other Terms and Conditions. As the Committee shall deem appropriate, Stock Options and Stock Appreciation Rights may be subject to additional terms and conditions or other provisions, which shall not be inconsistent with any of the terms of this Plan.

ARTICLE VII

RESTRICTED STOCK; RESTRICTED STOCK UNITS

7.1    Awards of Restricted Stock and Restricted Stock Units. Shares of Restricted Stock and Restricted Stock Units may be granted alone or in addition to other Awards granted under this Plan. The Committee shall determine the Eligible Individuals to whom, and the time or times at which, grants of Restricted Stock and/or Restricted Stock Units shall be made, the number of shares of Restricted Stock or Restricted Stock Units to be awarded, the price (if any) to be paid by the Participant (subject to Section 7.2), the time or times within which such Awards may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of the Awards. The Committee shall determine and set forth in the Award Agreement the terms and conditions for each Award of Restricted Stock and Restricted Stock Units, subject to the conditions and limitations contained in this Plan, including any vesting or forfeiture conditions.

The Committee may condition the grant or vesting of Restricted Stock and Restricted Stock Units upon the attainment of specified Performance Goals or such other factor as the Committee may determine in its sole discretion.

7.2    Awards and Certificates. Restricted Stock and Restricted Stock Units granted under this Plan shall be evidenced by an Award Agreement and subject to the following terms and conditions and shall be in such form and contain such additional terms and conditions not inconsistent with the terms of this Plan, as the Committee shall deem desirable:

(a)    Restricted Stock.

(i)    Purchase Price. The purchase price of Restricted Stock shall be fixed by the Committee. The purchase price for shares of Restricted Stock may be zero to the extent permitted by Applicable Law, and, to the extent not so permitted, such purchase price may not be less than par value.

(ii)    Legend. Each Participant receiving Restricted Stock shall be issued a stock certificate in respect of such shares of Restricted Stock, unless the Committee elects to use another system, such as book entries by the Company’s transfer agent, as evidencing ownership of shares of Restricted Stock. Such certificate shall be registered in the name of such Participant, and shall, in addition to such legends required by Applicable Law, bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock.

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(iii)    Custody. If stock certificates are issued in respect of shares of Restricted Stock, the Committee may require that any stock certificates evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed, and that, as a condition of any grant of Restricted Stock, the Participant shall have delivered a duly signed stock power or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate by the Company, which would permit transfer to the Company of all or a portion of the shares subject to the Award of Restricted Stock in the event that such Award is forfeited in whole or part.

(iv)    Rights as a Stockholder. Except as provided in Section 7.3(a) and this Section 7.2(a) or as otherwise determined by the Committee in an Award Agreement, the Participant shall have, with respect to the shares of Restricted Stock, all of the rights of a holder of Shares, including, without limitation, the right to receive dividends, the right to vote such shares, and, subject to and conditioned upon the full vesting of shares of Restricted Stock, the right to tender such shares; provided that the Award Agreement shall specify on what terms and conditions the applicable Participant shall be entitled to dividends payable on the Shares.

(v)    Lapse of Restrictions. If and when the Restriction Period expires without a prior forfeiture of the Restricted Stock, the certificates for such Shares shall be delivered to the Participant. All legends shall be removed from said certificates at the time of delivery to the Participant, except as otherwise required by Applicable Law or other limitations imposed by the Committee.

(b)    Restricted Stock Units.

(i)    Settlement. The Committee may provide that settlement of Restricted Stock Units will occur upon or as soon as reasonably practical after the Restricted Stock Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election, in a manner intended to comply with Section 409A of the Code.

(ii)    Rights as a Stockholder. A Participant will have no rights of a stockholder with respect to Shares subject to any Restricted Stock Unit unless and until Shares are delivered in settlement of the Restricted Stock Units.

(iii)    Dividend Equivalent Rights. If the Committee so provides, a grant of Restricted Stock Units may provide a Participant with the right to receive Dividend Equivalent Rights. Dividend Equivalent Rights may be paid currently or credited to an account for the Participant, settled in cash or Shares, and subject to the same restrictions on transferability and forfeitability as the Restricted Stock Units with respect to which the Dividend Equivalent Rights are granted and subject to other terms and conditions as set forth in the Award Agreement.

7.3    Restrictions and Conditions.

(a)    Restriction Period.

(i)    The Participant shall not be permitted to transfer shares of Restricted Stock awarded under this Plan or vest in Restricted Stock Units during the period or periods set by the Committee (the “Restriction Period”) commencing on the date of such Award, as set forth in the applicable Award Agreement and such agreement shall set forth a vesting schedule and any event that would accelerate vesting of the Restricted Stock and/or Restricted Stock Units. Within these limits, based on service, attainment of Performance Goals pursuant to Section 7.3(a)(i), and/or such other factors or criteria as the Committee may determine in its sole discretion, the Committee may condition the grant or provide for the lapse of such restrictions in installments in whole or in part, or may accelerate the vesting of all or any part of any Award of Restricted Stock or Restricted Stock Units and/or waive the deferral limitations for all or any part of any Award of Restricted Stock or Restricted Stock Units.

(ii)    If the grant of shares of Restricted Stock or Restricted Stock Units or the lapse of restrictions or vesting schedule is based on the attainment of Performance Goals, the Committee shall establish the objective Performance Goals and the applicable vesting percentage applicable to each Participant or class of Participants in the applicable Award Agreement prior to the beginning of the applicable fiscal year or at such later date as otherwise determined by the Committee and while the outcome of the Performance Goals are substantially uncertain. Such Performance Goals may incorporate provisions for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions), and other similar types of events or circumstances.

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(b)    Termination. Unless otherwise provided in the applicable Award Agreement or determined by the Committee at grant or, if no rights of the Participant are reduced, thereafter, upon a Participant’s Termination of Service for any reason during the relevant Restriction Period, all Restricted Stock or Restricted Stock Units still subject to restriction will be forfeited in accordance with the terms and conditions established by the Committee at grant or thereafter.

ARTICLE VIII

PERFORMANCE AWARDS

The Committee may grant a Performance Award to a Participant payable upon the attainment of specific Performance Goals either alone or in addition to other Awards granted under this Plan. The Performance Goals to be achieved during the Performance Period and the length of the Performance Period shall be determined by the Committee upon the grant of each Performance Award. The conditions for grant or vesting and the other provisions of Performance Awards (including, without limitation, any applicable Performance Goals) need not be the same with respect to each Participant. Performance Awards may be paid in cash, Shares, other property, or any combination thereof, in the sole discretion of the Committee as set forth in the applicable Award Agreement.

ARTICLE IX

OTHER STOCK-BASED AND CASH AWARDS

9.1    Other Stock-Based Awards. The Committee is authorized to grant to Eligible Individuals Other Stock-Based Awards that are payable in, valued in whole or in part by reference to, or otherwise based on or related to Shares, including but not limited to, Shares awarded purely as a bonus and not subject to restrictions or conditions, Shares in payment of the amounts due under an incentive or performance plan sponsored or maintained by the Company, stock equivalent units, and Awards valued by reference to the book value of Shares. Other Stock-Based Awards may be granted either alone or in addition to or in tandem with other Awards granted under this Plan.

Subject to the provisions of this Plan, the Committee shall have authority to determine the Eligible Individuals, to whom, and the time or times at which, such Other Stock-Based Awards shall be made, the number of Shares to be awarded pursuant to such Awards, and all other conditions of the Awards. The Committee may also provide for the grant of Shares under such Awards upon the completion of a specified Performance Period. The Committee may condition the grant or vesting of Other Stock-Based Awards upon the attainment of specified Performance Goals as the Committee may determine, in its sole discretion.

9.2    Terms and Conditions. Other Stock-Based Awards made pursuant to this Article IX shall be evidenced by an Award Agreement and subject to the following terms and conditions and shall be in such form and contain such additional terms and conditions not inconsistent with the terms of this Plan, as the Committee shall deem desirable:

(a)    Non-Transferability. Subject to the applicable provisions of the Award Agreement and this Plan, Shares subject to Other Stock-Based Awards may not be transferred prior to the date on which the Shares are issued or, if later, the date on which any applicable restriction, performance, or deferral period lapses.

(b)    Dividends. Unless otherwise determined by the Committee at the time of the grant of an Other Stock-Based Award, subject to the provisions of the Award Agreement and this Plan, the recipient of an Other Stock-Based Award shall not be entitled to receive, currently or on a deferred basis, dividends or Dividend Equivalent Rights in respect of the number of Shares covered by the Other Stock-Based Award.

(c)    Vesting. Any Other Stock-Based Award and any Shares covered by any such Other Stock-Based Award shall vest or be forfeited to the extent so provided in the Award Agreement, as determined by the Committee, in its sole discretion.

(d)    Price. Shares under this Article IX may be issued for no cash consideration. Shares purchased pursuant to a purchase right awarded pursuant to an Other Stock-Based Award shall be priced, as determined by the Committee in its sole discretion.

9.3    Cash Awards. The Committee may from time to time grant Cash Awards to Eligible Individuals in such amounts, on such terms and conditions, and for such consideration, including no consideration or such minimum consideration as may be required by Applicable Law, as it shall determine in its sole discretion. Cash Awards may be granted subject to the satisfaction of vesting conditions or may be awarded purely as a bonus and not subject to restrictions or conditions, and if subject to vesting conditions, the Committee may accelerate the vesting of such Awards at any time in its sole discretion. The grant of a Cash Award shall not require a segregation of any of the Company’s assets for satisfaction of the Company’s payment obligation thereunder.

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ARTICLE X

CHANGE IN CONTROL PROVISIONS

10.1    Benefits. In the event of a Change in Control of the Company, and except as otherwise provided by the Committee in an Award Agreement or any applicable employment agreement, offer letter, consulting agreement, change in control agreement, or similar agreement in effect between the Company or an Affiliate and the Participant, a Participant’s unvested Awards shall not vest automatically and a Participant’s Awards shall be treated in accordance with one or more of the following methods as determined by the Committee:

(a)    Awards, whether or not then vested, shall be continued, be assumed, or have new rights substituted therefor, as determined by the Committee in a manner consistent with the requirements of Section 409A of the Code, and restrictions to which shares of Restricted Stock or any other Award granted prior to the Change in Control are subject shall not lapse upon a Change in Control and the Restricted Stock or other Award shall, where appropriate in the sole discretion of the Committee, receive the same distribution as other Shares on such terms as determined by the Committee; provided that the Committee may decide to award additional Restricted Stock or other Awards in lieu of any cash distribution. Notwithstanding anything to the contrary herein, for purposes of Incentive Stock Options, any assumed or substituted Stock Option shall comply with the requirements of Treasury Regulation Section 1.424-1 (and any amendment thereto).

(b)    The Committee, in its sole discretion, may provide for the purchase of any Awards by the Company for an amount of cash equal to the excess (if any) of the Change in Control Price of the Shares covered by such Awards, over the aggregate exercise price of such Awards; provided, however, that if the exercise price of an Option or Stock Appreciation Right exceeds the Change in Control Price, such Award may be cancelled for no consideration.

(c)    The Committee may, in its sole discretion, terminate all outstanding and unexercised Stock Options, Stock Appreciation Rights, or any Other Stock-Based Award that provides for a Participant-elected exercise, effective as of the date of the Change in Control, by delivering notice of termination to each Participant at least twenty days prior to the date of consummation of the Change in Control, in which case during the period from the date on which such notice of termination is delivered to the consummation of the Change in Control, each such Participant shall have the right to exercise in full all of such Participant’s Awards that are then outstanding (without regard to any limitations on exercisability otherwise contained in the Award Agreements), but any such exercise shall be contingent on the occurrence of the Change in Control, and, provided that, if the Change in Control does not take place within a specified period after giving such notice for any reason whatsoever, the notice and exercise pursuant thereto shall be null and void.

(d)    Notwithstanding any other provision herein to the contrary, the Committee may, in its sole discretion, provide for accelerated vesting or lapse of restrictions, of an Award at any time.

ARTICLE XI

TERMINATION OR AMENDMENT OF PLAN

Notwithstanding any other provision of this Plan, the Board or the Committee may at any time, and from time to time, amend, in whole or in part, any or all of the provisions of this Plan (including any amendment deemed necessary to ensure that the Company may comply with any Applicable Law), or suspend or terminate it entirely, retroactively or otherwise; provided, however, that, unless otherwise required by Applicable Law or specifically provided herein, the rights of a Participant with respect to Awards granted prior to such amendment, suspension, or termination may not be materially impaired without the consent of such Participant and, provided, further, that without the approval of the holders of the Shares entitled to vote in accordance with Applicable Law, no amendment may be made that would (i) increase the aggregate number of Shares that may be issued under this Plan (except by operation of Section 4.1); (ii) change the classification of individuals eligible to receive Awards under this Plan; (iii) reduce the exercise price of any Stock Option or Stock Appreciation Right; (iv) grant any new Stock Option, Stock Appreciation Right, or other award in substitution for, or upon the cancellation of, any previously granted Stock Option or Stock Appreciation Right that has the effect of reducing the exercise price thereof; (v) exchange any Stock Option or Stock Appreciation Right for Common Stock, cash, or other consideration when the exercise price per Share under such Stock Option or Stock Appreciation Right exceeds the Fair Market Value of a Share; or (vi) take any action that would be considered a “repricing” of a Stock Option or Stock Appreciation Right under the applicable listing standards of the national exchange on which the Common Stock is listed (if any). Notwithstanding anything herein to the contrary, the Board or the Committee may amend this Plan or any Award Agreement at any time without a Participant’s consent to comply with Applicable Law, including Section 409A of the Code. The Committee may amend the terms of any Award theretofore granted, prospectively or retroactively, but, subject to Article IV or as otherwise specifically provided herein, no such amendment or other action by the Committee shall materially impair the rights of any Participant without the Participant’s consent.

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ARTICLE XII

UNFUNDED STATUS OF PLAN

This Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payment as to which a Participant has a fixed and vested interest but which is not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any right that is greater than those of a general unsecured creditor of the Company.

ARTICLE XIII

GENERAL PROVISIONS

13.1    Lock-Up; Legend. The Committee may require each person receiving Shares pursuant to a Stock Option or other Award under this Plan to represent to and agree with the Company in writing that the Participant is acquiring the Shares without a view to distribution thereof. The Company may, in connection with registering the offering of any Company securities under the Securities Act, prohibit Participants from, directly or indirectly, selling or otherwise transferring any Shares or other Company securities during any period determined by the underwriter or the Company. In addition to any legend required by this Plan, the certificates for such Shares may include any legend that the Committee deems appropriate to reflect any restrictions on transfer. All certificates for Shares delivered under this Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed or any national securities exchange system upon whose system the Common Stock is then quoted, and any Applicable Law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If the Shares are held in book-entry form, then the book-entry will indicate any restrictions on such Shares.

13.2    Other Plans. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required, and such arrangements may be either generally applicable or applicable only in specific cases.

13.3    No Right to Employment/Directorship/Consultancy. Neither this Plan nor the grant of any Award hereunder shall give any Participant or other employee, Consultant or Non-Employee Director any right with respect to continuance of employment, consultancy or directorship by the Company or any Affiliate, nor shall there be a limitation in any way on the right of the Company or any Affiliate by which an employee is employed or a Consultant or Non-Employee Director is retained to terminate such employment, consultancy, or directorship at any time.

13.4    Withholding of Taxes. A Participant shall be required to pay to the Company or one of its Affiliates, as applicable, or make arrangements satisfactory to the Company regarding the payment of, any income tax, social insurance contribution or other applicable taxes that are required to be withheld in respect of an Award. The Committee may (but is not obligated to), in its sole discretion, permit or require a Participant to satisfy all or any portion of the applicable taxes that are required to be withheld with respect to an Award by (a) the delivery of Shares (which are not subject to any pledge or other security interest) that have been both held by the Participant and vested for at least six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment under applicable accounting standards) having an aggregate Fair Market Value equal to such withholding liability (or portion thereof); (b) having the Company withhold from the Shares otherwise issuable or deliverable to, or that would otherwise be retained by, the Participant upon the grant, exercise, vesting, or settlement of the Award, as applicable, a number of Shares with an aggregate Fair Market Value equal to the amount of such withholding liability; or (c) by any other means specified in the applicable Award Agreement or otherwise determined by the Committee.

13.5    Fractional Shares. No fractional Shares shall be issued or delivered pursuant to this Plan. The Committee shall determine whether cash, additional Awards, or other securities or property shall be used or paid in lieu of fractional Shares or whether any fractional shares should be rounded, forfeited, or otherwise eliminated.

13.6    No Assignment of Benefits. No Award or other benefit payable under this Plan shall, except as otherwise specifically provided in this Plan or under Applicable Law or permitted by the Committee, be transferable in any manner, and any attempt to transfer any such benefit shall be void, and any such benefit shall not in any manner be liable for or subject to the debts, contracts, liabilities, engagements, or torts of any person who shall be entitled to such benefit, nor shall it be subject to attachment or legal process for or against such person.

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13.7    Clawbacks. All awards, amounts, or benefits received or outstanding under this Plan will be subject to clawback, cancellation, recoupment, rescission, payback, reduction, or other similar action in accordance with any Company clawback or similar policy or any Applicable Law related to such actions. A Participant’s acceptance of an Award will constitute the Participant’s acknowledgement of and consent to the Company’s application, implementation, and enforcement of any applicable Company clawback or similar policy that may apply to the Participant, whether adopted before or after the Effective Date, and any Applicable Law relating to clawback, cancellation, recoupment, rescission, payback, or reduction of compensation, and the Participant’s agreement that the Company may take any actions that may be necessary to effectuate any such policy or Applicable Law, without further consideration or action.

13.8    Listing and Other Conditions.

(a)    Unless otherwise determined by the Committee, as long as the Common Stock is listed on a national securities exchange or system sponsored by a national securities association, the issuance of Shares pursuant to an Award shall be conditioned upon such Shares being listed on such exchange or system. The Company shall have no obligation to issue such Shares unless and until such Shares are so listed, and the right to exercise any Option or other Award with respect to such Shares shall be suspended until such listing has been effected.

(b)    If at any time counsel to the Company advises the Company that any sale or delivery of Shares pursuant to an Award is or may in the circumstances be unlawful or result in the imposition of excise taxes on the Company under Applicable Law, the Company shall have no obligation to make such sale or delivery, or to make any application or to effect or to maintain any qualification or registration under the Securities Act or otherwise, with respect to Shares or Awards, and the right to exercise any Option or other Award shall be suspended until, based on the advice of said counsel, such sale or delivery shall be lawful or will not result in the imposition of excise taxes on the Company.

(c)    Upon termination of any period of suspension under this Section 13.8, any Award affected by such suspension which shall not then have expired or terminated shall be reinstated as to all Shares available before such suspension and as to Shares which would otherwise have become available during the period of such suspension, but no such suspension shall extend the term of any Award.

(d)    A Participant shall be required to supply the Company with certificates, representations, and information that the Company requests and otherwise cooperate with the Company in obtaining any listing, registration, qualification, exemption, consent, or approval that the Company deems necessary or appropriate.

13.9    Governing Law. This Plan and actions taken in connection herewith shall be governed and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws.

13.10    Construction. Wherever any words are used in this Plan in the masculine gender they shall be construed as though they were also used in the feminine gender in all cases where they would so apply, and wherever words are used herein in the singular form they shall be construed as though they were also used in the plural form in all cases where they would so apply.

13.11    Other Benefits. No Award granted or paid out under this Plan shall be deemed compensation for purposes of computing benefits under any retirement plan of the Company or its Affiliates or affect any benefit or compensation under any other plan now or subsequently in effect under which the availability or amount of benefits is related to the level of compensation.

13.12    Costs. The Company shall bear all expenses associated with administering this Plan, including expenses of issuing Shares pursuant to Awards hereunder.

13.13    No Right to Same Benefits. The provisions of Awards need not be the same with respect to each Participant, and such Awards to individual Participants need not be the same in subsequent years.

13.14    Death/Disability. The Committee may in its discretion require the transferee of a Participant to supply it with written notice of the Participant’s death or Disability and to supply it with a copy of the will (in the case of the Participant’s death) or such other evidence as the Committee deems necessary to establish the validity of the transfer of an Award. The Committee may also require the agreement of the transferee to be bound by all of the terms and conditions of this Plan.

13.15    Section 16(b) of the Exchange Act. It is the intent of the Company that this Plan satisfy, and be interpreted in a manner that satisfies, the applicable requirements of Rule 16b-3 as promulgated under Section 16 of the Exchange Act so that Participants will be entitled to the benefit of Rule 16b-3, or any other rule promulgated under Section 16 of the Exchange Act, and will not be subject to short-swing liability under Section 16 of the Exchange Act. Accordingly, if the operation of any provision of this Plan would conflict with the intent expressed in this Section 13.15, such provision to the extent possible shall be interpreted and/or deemed amended so as to avoid such conflict.

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13.16    Deferral of Awards. The Committee may establish one or more programs under this Plan to permit selected Participants the opportunity to elect to defer receipt of consideration upon exercise of an Award, satisfaction of performance criteria, or other event that absent the election would entitle the Participant to payment or receipt of Shares or other consideration under an Award. The Committee may establish the election procedures, the timing of such elections, the mechanisms for payments of, and accrual of interest or other earnings, if any, on amounts, Shares or other consideration so deferred, and such other terms, conditions, rules, and procedures that the Committee deems advisable for the administration of any such deferral program.

13.17    Section 409A of the Code. This Plan and Awards are intended to comply with or be exempt from the applicable requirements of Section 409A of the Code and shall be limited, construed, and interpreted in accordance with such intent. To the extent that any Award is subject to Section 409A of the Code, it shall be paid in a manner that will comply with Section 409A of the Code, including proposed, temporary, or final regulations or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto. Notwithstanding anything herein to the contrary, any provision in this Plan that is inconsistent with Section 409A of the Code shall be deemed to be amended to comply with or be exempt from Section 409A of the Code and, to the extent such provision cannot be amended to comply therewith or be exempt therefrom, such provision shall be null and void. The Company shall have no liability to a Participant, or any other party, if an Award that is intended to be exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant or for any action taken by the Committee or the Company and, in the event that any amount or benefit under this Plan becomes subject to penalties under Section 409A of the Code, responsibility for payment of such penalties shall rest solely with the affected Participants and not with the Company. Notwithstanding any contrary provision in this Plan or Award Agreement, any payment(s) of “nonqualified deferred compensation” (within the meaning of Section 409A of the Code) that are otherwise required to be made under this Plan to a “specified employee” (as defined under Section 409A of the Code) as a result of such employee’s separation from service (other than a payment that is not subject to Section 409A of the Code) shall be delayed for the first six months following such separation from service (or, if earlier, until the date of death of the specified employee) and shall instead be paid (in a manner set forth in the Award Agreement) upon expiration of such delay period.

13.18    Data Privacy. As a condition of receipt of any Award, each Participant explicitly and unambiguously consents to the collection, use, and transfer, in electronic or other form, of personal data as described in this Section 13.18 by and among, as applicable, the Company and its Affiliates, for the exclusive purpose of implementing, administering, and managing this Plan and Awards and the Participant’s participation in this Plan. In furtherance of such implementation, administration, and management, the Company and its Affiliates may hold certain personal information about a Participant, including, but not limited to, the Participant’s name, home address, telephone number, date of birth, social security or insurance number or other identification number, salary, nationality, job title(s), information regarding any securities of the Company or any of its Affiliates, and details of all Awards (the “Data”). In addition to transferring the Data amongst themselves as necessary for the purpose of implementation, administration, and management of this Plan and Awards and the Participant’s participation in this Plan, the Company and its Affiliates may each transfer the Data to any third parties assisting the Company in the implementation, administration, and management of this Plan and Awards and the Participant’s participation in this Plan. Recipients of the Data may be located in the Participant’s country or elsewhere, and the Participant’s country and any given recipient’s country may have different data privacy laws and protections. By accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain, and transfer the Data, in electronic or other form, for the purposes of assisting the Company in the implementation, administration, and management of this Plan and Awards and the Participant’s participation in this Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Company or the Participant may elect to deposit any shares of Common Stock. The Data related to a Participant will be held only as long as is necessary to implement, administer, and manage this Plan and Awards and the Participant’s participation in this Plan. A Participant may, at any time, view the Data held by the Company with respect to such Participant, request additional information about the storage and processing of the Data with respect to such Participant, recommend any necessary corrections to the Data with respect to the Participant, or refuse or withdraw the consents herein in writing, in any case without cost, by contacting his or her local human resources representative. The Company may cancel the Participant’s eligibility to participate in this Plan, and in the Committee’s discretion, the Participant may forfeit any outstanding Awards if the Participant refuses or withdraws the consents described herein. For more information on the consequences of refusal to consent or withdrawal of consent, Participants may contact their local human resources representative.

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13.19    Successor and Assigns. This Plan shall be binding on all successors and permitted assigns of a Participant, including, without limitation, the estate of such Participant and the executor, administrator, or trustee of such estate.

13.20    Severability of Provisions. If any provision of this Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and this Plan shall be construed and enforced as if such provisions had not been included.

13.21    Headings and Captions. The headings and captions herein are provided for reference and convenience only, shall not be considered part of this Plan, and shall not be employed in the construction of this Plan.

ARTICLE XIV

EFFECTIVE DATE OF PLAN

This Plan shall become effective on [●], which is the date of its adoption by the Board, subject to the approval of this Plan by the stockholders of the Company in accordance with the requirements of the laws of the State of Delaware.

ARTICLE XV

TERM OF PLAN

No Award shall be granted pursuant to this Plan on or after the tenth anniversary of the earlier of the date that this Plan is adopted or the date of stockholder approval, but Awards granted prior to such tenth anniversary may extend beyond that date.

*    *    *    *    *

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EX-10.2

Exhibit 10.2

BOUNTY MINERALS HOLDINGS LLC

FOURTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

Dated as of [•], 2023

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

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS			2
ARTICLE II ORGANIZATIONAL MATTERS			13
Section 2.01	Formation of Company		13
Section 2.02	Amended and Restated Limited Liability Company Agreement		13
Section 2.03	Name		13
Section 2.04	Purpose		14
Section 2.05	Principal Office; Registered Office		14
Section 2.06	Term		14
Section 2.07	No State-Law Partnership		14
ARTICLE III MEMBERS; UNITS; CAPITALIZATION			14
Section 3.01	Members		14
Section 3.02	Units		15
Section 3.03	Reorganization; Capital Contributions		15
Section 3.04	Authorization and Issuance of Additional Units		15
Section 3.05	Repurchases or Redemptions		18
Section 3.06	Certificates Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units		18
Section 3.07	Negative Capital Accounts		19
Section 3.08	No Withdrawal		19
Section 3.09	Loans From Members		19
Section 3.10	Dividend Reinvestment Plan, Cash Option Purchase Plan, Stock Incentive Plan or Other Plan		19
ARTICLE IV DISTRIBUTIONS			20
Section 4.01	Distributions		20
Section 4.02	Restricted Distributions		20
ARTICLE V CAPITAL ACCOUNTS; ALLOCATIONS; TAX MATTERS			20
Section 5.01	Capital Accounts		20
Section 5.02	Allocations		21
Section 5.03	Regulatory and Special Allocations		22
Section 5.04	Final Allocations		23
Section 5.05	Tax Allocations		23
Section 5.06	Indemnification and Reimbursement for Payments on Behalf of a Member		25
ARTICLE VI MANAGEMENT			26
Section 6.01	Authority of Manager		26
Section 6.02	Actions of the Manager		27
Section 6.03	Resignation; No Removal		27
Section 6.04	Vacancies		27

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Section 6.05	Transactions Between Company and Manager	28
Section 6.06	Reimbursement for Expenses	28
Section 6.07	Limitation of Liability	29
Section 6.08	Investment Company Act	30
Section 6.09	Outside Activities of the Manager	30
ARTICLE VII RIGHTS AND OBLIGATIONS OF MEMBERS		30
Section 7.01	Limitation of Liability and Duties of Members; Investment Opportunities	30
Section 7.02	Lack of Authority	32
Section 7.03	No Right of Partition	32
Section 7.04	Indemnification	32
Section 7.05	Members Right to Act	33
Section 7.06	Inspection Rights	34
ARTICLE VIII BOOKS, RECORDS, ACCOUNTING AND REPORTS, AFFIRMATIVE COVENANTS		34
Section 8.01	Records and Accounting	34
Section 8.02	Fiscal Year	35
ARTICLE IX TAX MATTERS		35
Section 9.01	Preparation of Tax Returns	35
Section 9.02	Tax Elections	35
Section 9.03	Tax Controversies	35
ARTICLE X RESTRICTIONS ON TRANSFER OF UNITS; PREEMPTIVE RIGHTS		36
Section 10.01	Transfers by Members	36
Section 10.02	Permitted Transfers	36
Section 10.03	Restricted Units Legend	37
Section 10.04	Transfer	38
Section 10.05	Assignee’s Rights	38
Section 10.06	Assignor’s Rights and Obligations	38
Section 10.07	Overriding Provisions	39
Section 10.08	Lock-Up Restrictions	40
ARTICLE XI REDEMPTION AND EXCHANGE RIGHTS		41
Section 11.01	Redemption of Units	41
ARTICLE XII ADMISSION OF MEMBERS		47
Section 12.01	Substituted Members	47
Section 12.02	Additional Members	47
ARTICLE XIII RESIGNATION; TERMINATION OF RIGHTS		48
Section 13.01	Resignation of Members	48
ARTICLE XIV DISSOLUTION AND LIQUIDATION		48
Section 14.01	Dissolution	48
Section 14.02	Liquidation and Termination	48
Section 14.03	Deferment; Distribution in Kind	49

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Section 14.04	Cancellation of Certificate	49
Section 14.05	Reasonable Time for Winding Up	50
Section 14.06	Return of Capital	50
ARTICLE XV VALUATION		50
Section 15.01	Determination	50
Section 15.02	Dispute Resolution	50
ARTICLE XVI GENERAL PROVISIONS		51
Section 16.01	Power of Attorney	51
Section 16.02	Confidentiality	51
Section 16.03	Amendments	52
Section 16.04	Title to Company Assets	52
Section 16.05	Addresses and Notices	52
Section 16.06	Binding Effect; Intended Beneficiaries	53
Section 16.07	Creditors	53
Section 16.08	Waiver	53
Section 16.09	Counterparts	53
Section 16.10	Applicable Law; Consent to Jurisdiction	54
Section 16.11	WAIVER OF JURY TRIAL	54
Section 16.12	Severability	54
Section 16.13	Further Action	54
Section 16.14	Delivery by Electronic Transmission	54
Section 16.15	Effectiveness	55
Section 16.16	Entire Agreement	55
Section 16.17	Remedies	55
Section 16.18	Descriptive Headings; Interpretation	55

Schedules

Schedule 1 –   Initial Schedule of Members

Exhibits

Exhibit A –   Form of Joinder Agreement

iii

BOUNTY MINERALS HOLDINGS LLC

FOURTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

This FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”), dated as of [•], 2023, is entered into by and among Bounty Minerals Holdings LLC, a Delaware limited liability company (the “Company”), and its Members. Capitalized terms used herein without definition have the meanings set forth in Article I.

RECITALS

WHEREAS, the Company was initially organized as a Texas limited liability company under the name “Bounty Minerals II LLC” by the filing of a Certificate of Formation (the “Original Certificate”) with the Secretary of State of the State of Texas pursuant to Chapter 101 of the Texas Business Organizations Code, and any successor to such statute, as amended, supplemented or restated from time to time (the “TBOC”) on July 9, 2013;

WHEREAS, the Company was converted to a Delaware limited liability company pursuant to and in accordance with the Delaware Act (as defined herein) under the name “Bounty Minerals Holdings LLC” by the filing of a Certificate of Formation (as amended or otherwise modified from time to time, the “Certificate”) with the Secretary of State of the State of Delaware pursuant to Chapter 18-201 of the Delaware Act on [•], 2023;

WHEREAS, the Company entered into that certain Limited Liability Company Agreement of the Company, dated as of July 9, 2013 (as amended and restated on August 2, 2013, August 1, 2014 and November 30, 2016, the “Existing LLC Agreement”);

WHEREAS, immediately prior to the Effective Time, the Existing Owners held all of the limited liability company interests in the Company (the “Original Interests”);

WHEREAS, pursuant to Article VI and Sections 11.04 and 13.06 of the Existing LLC Agreement, the Board of Managers of the Company has the authority to amend and restate the Existing LLC Agreement in connection with an initial public offering;

WHEREAS, the Company desires to have Bounty Minerals, Inc., a Delaware corporation (the “Corporation”), effect an initial public offering (the “IPO”), pursuant to which the Corporation will issue and sell shares of Class A Common Stock to public investors;

WHEREAS, in connection with the IPO, the Company desires to amend and restate the Existing LLC Agreement as of the Effective Time to reflect or effect, as applicable, (a) the issuance of Class A Units to the Existing Owners in exchange for their existing interests in the Company based on their entitlement pursuant to Section 5.01 of the Existing LLC Agreement, (b) the redemption and cancellation of the Class B Units, (c) the reclassification of the “Class A Units” to “Common Units,” (d) the admission of the Corporation as a Member and the designation of the Corporation as the Manager, and (e) the rights and obligations of the Members that are enumerated and agreed upon in the terms of this Agreement effective as of the Effective Time, at which time the Existing LLC Agreement shall be superseded entirely by this Agreement;

WHEREAS, in connection with the IPO, (a) the Corporation will contribute all of the net proceeds received by it from the IPO and shares of Class B Common Stock (as defined herein) to the Company in exchange for a number of Common Units equal to the number of shares of Class A Common Stock issued in the IPO, and (b) the Company will then distribute such shares of Class B Common Stock to each of its Members (other than the Corporation); and

WHEREAS, each Common Unit (other than any Common Unit held by the Corporation Group) may be redeemed, at the election of the holder of such Common Unit (together with the surrender and delivery by such holder of one share of Class B Common Stock), for one share of Class A Common Stock in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Members, intending to be legally bound, hereby amend and restate the Existing LLC Agreement in its entirety and agree as follows:

ARTICLE I

DEFINITIONS

The following definitions shall be applied to the terms used in this Agreement for all purposes, unless otherwise clearly indicated to the contrary.

“Additional Member” has the meaning set forth in Section 12.02.

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

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

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

The foregoing definition is intended to comply with the provisions of Treasury Regulations Sections 1.704-1(b)(2)(ii)(d) and 1.704-2 and will be interpreted consistently therewith.

“Admission Date” has the meaning set forth in Section 10.06.

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

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

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

“Assignee” means a Person to whom a Company Interest has been transferred but who has not become a Member pursuant to Article XII.

“Average VWAP” per share of Class A Common Stock over a certain period shall mean the arithmetic average of the VWAP per share of Class A Common Stock for each Trading Day in such period.

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

“Book Value” means, with respect to any Company property, the Company’s adjusted basis or such property for U.S. federal income tax purposes, adjusted from time to time to reflect the adjustments required or permitted by Treasury Regulations Section 1.704-1(b)(2)(iv)(d)-(g).

“Business Day” means any day other than a Saturday or a Sunday or a day on which banks located in Fort Worth, Texas, or New York City, New York, generally are authorized or required by Law to close.

“Capital Account” means the capital account maintained for a Member in accordance with Section 5.01.

“Capital Contribution” means, with respect to any Member, the amount of any cash, cash equivalents, promissory obligations or the Fair Market Value of other property that such Member contributes (or is deemed to contribute) to the Company pursuant to Article III hereof. Any reference to the Capital Contribution of a Member will include any Capital Contributions made by a predecessor holder of such Member’s Units to the extent that such Capital Contribution was made in respect of Units Transferred to such Member.

“Call Right” has the meaning set forth in Section 11.01(m).

“Cash Election” means an election by the Company to redeem Units for cash pursuant to Section 11.01(e) or an election by the Corporation (or such designated member(s) of the Corporation Group) to purchase Units for cash pursuant to an exercise of its Call Right set forth in Section 11.01(m).

“Cash Election Amount” means with respect to a particular Redemption for which a Cash Election has been made, (a) other than in the case of clause (b), if the Class A Common Stock trades on a securities exchange or automated or electronic quotation system, an amount of cash equal to the product of (i) the number of shares of Class A Common Stock that would have been received in such Redemption if a Cash Election had not been made and (ii) the Average VWAP for the five (5) consecutive full Trading Days ending on and including the last full Trading Day

3

immediately prior to the Redemption Notice Date, subject to appropriate and equitable adjustment for any stock splits, reverse splits, stock dividends or similar events affecting the Class A Common Stock; (b) if the Cash Election is made in respect of a Redemption Notice issued by a Redeeming Member in connection with a Public Offering, an amount of cash equal to the product of (i) the number of shares of Class A Common Stock that would have been received in such Redemption if a Cash Election had not been made and (ii) the price per share of Class A Common Stock sold to the public in such Public Offering (reduced by the amount of any Discount associated with such share of Class A Common Stock), and (c) if the Class A Common Stock no longer trades on a securities exchange or automated or electronic quotation system, an amount of cash equal to the product of (i) the number of shares of Class A Common Stock that would have been received in such Redemption if a Cash Election had not been made and (ii) the fair market value of one share of Class A Common Stock, as determined by a majority of the Independent Directors in good faith, that would be obtained in an arms’ length transaction for cash between an informed and willing buyer and an informed and willing seller, neither of whom is under any compulsion to buy or sell, and without regard to the particular circumstances of the buyer or seller and without any discounts for liquidity or minority discount.

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

“Change of Control” means the occurrence of any of the following events or series of related events after the date hereof:

(a) any Person (excluding a corporation or other entity owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation) is or becomes the “beneficial owner” (as defined in Rule 13d-3 of the rules promulgated under the Exchange Act), directly or indirectly, of securities of the Corporation representing more than 50% of the combined voting power of the Corporation’s then outstanding voting securities;

(b) there is consummated a merger or consolidation of the Corporation with any other corporation or other entity, and, immediately after the consummation of such merger or consolidation, either (i) the members of the Corporate Board immediately prior to the merger or consolidation do not constitute at least a majority of the members of the board of directors of the company surviving the merger, or if the surviving company is a Subsidiary, the ultimate parent thereof, or (ii) all of the Persons who were the respective “beneficial owners” (as defined in clause (a) of this definition) of the voting securities of the Corporation immediately prior to such merger or consolidation do not continue to beneficially own more than 50% of the combined voting power of the then-outstanding voting securities of the Person resulting from such merger or consolidation or, if the surviving company is a Subsidiary, the ultimate parent thereof; or

(c) the stockholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation or there is consummated an agreement or series of related agreements for the sale or other disposition, directly or indirectly, by the Corporation of all or substantially all of the Corporation’s assets, other than such sale or other disposition by the Corporation of all or substantially all of the Corporation’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by stockholders of the Corporation in substantially the same proportions as their ownership of the Corporation immediately prior to such sale.

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Notwithstanding the foregoing, except with respect to clause (b)(i) of this definition, a “Change of Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the shares of the Corporation immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in, and own substantially all of the shares of, an entity which owns, either directly or through a Subsidiary, all or substantially all of the assets of the Corporation immediately following such transaction or series of transactions.

“Change of Control Exchange Date” has the meaning set forth in Section 11.01(p).

“Class A Common Stock” means (a) the Class A Common Stock, par value $0.01 per share, of the Corporation, or (b) following any consolidation, merger, reclassification or other similar event involving the Corporation, any shares or other securities of the Corporation or any other Person or cash or other property that become payable in consideration for the Class A Common Stock or into which the Class A Common Stock are exchanged or converted as a result of such consolidation, merger, reclassification or other similar event.

“Class B Common Stock” means (a) the Class B Common Stock, par value $0.01 per share, of the Corporation, or (b) following any consolidation, merger, reclassification or other similar event involving the Corporation, any shares or other securities of the Corporation or any other Person or cash or other property that become payable in consideration for the Class B Common Stock or into which the Class B Common Stock are exchanged or converted as a result of such consolidation, merger, reclassification or other similar event.

“Closing” means the closing of the IPO.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Common Stock” means all classes and series of common stock of the Corporation, including the Class A Common Stock and the Class B Common Stock.

“Common Unit” means a Unit representing a fractional part of the aggregate Company Interests of all of the Members and having the rights and obligations specified with respect to the Common Units in this Agreement.

“Common Unit Purchase” has the meaning set forth in Section 3.03(b).

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

“Company Interest” means the limited liability company interest of a Member in the Company at any particular time.

“Company Level Taxes” means any federal, state or local income taxes, additions to tax, penalties and interest payable by the Company or any fiscally transparent Subsidiary thereof as a result of any examination of the Company’s or any of its Subsidiaries’ affairs by any federal, state or local tax authorities, including resulting administrative and judicial proceedings under the Revised Partnership Audit Provisions.

5

“Company Minimum Gain” means “partnership minimum gain” determined pursuant to Treasury Regulations Section 1.704-2(d).

“Confidential Information” has the meaning set forth in Section 16.02.

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

“Corporate Tax Liabilities” means any U.S. federal, state and local and non-U.S. tax obligations (including any Company Level Taxes for which the Corporation Group is liable hereunder) owed by the Corporation Group (other than any obligations to remit withholdings withheld from payments to third parties).

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

“Corporation Approved Change of Control” means any Change of Control of the Corporation that meets the following conditions: (i) such Change of Control was approved by the Corporate Board prior to such Change of Control, (ii) the terms of such Change of Control provide for the consideration for the Units in such Change of Control to consist solely of (A) freely and immediately tradeable common equity securities of an issuer listed on a National Securities Exchange and/or (B) cash, and (iii) if such consideration includes common equity, the market value of the outstanding common equity held by non-affiliates of such issuer is at least twice as large as the market value of all of the outstanding common equity of the Corporation, in each case on a fully-diluted basis immediately before the public announcement of such Change of Control.

“Corporation Group” means the Corporation and each other wholly owned Subsidiary of the Corporation.

“Delaware Act” means the Delaware Limited Liability Company Act, 6 Del.C. § 18-101, et seq., as it may be amended from time to time, and any successor thereto.

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

“Depreciation” means, for each Taxable Year or other Fiscal Period an amount equal to the depreciation, amortization or other cost recovery deduction (other than depletion) allowable for U.S. federal income tax purposes with respect to property for such Taxable Year or other Fiscal Period, except that (a) with respect to any such property the Book Value of which differs from its adjusted tax basis for U.S. federal income tax purposes and which difference is being eliminated by use of the “remedial method” pursuant to Treasury Regulations Section 1.704-3(d), Depreciation for such Taxable Year or other Fiscal Period shall be the amount of book basis recovered for such Taxable Year or other Fiscal Period under the rules prescribed by Treasury Regulations Section 1.704-3(d)(2), and (b) with respect to any other such property, the Book Value of which differs from its adjusted tax basis at the beginning of such Taxable Year or other Fiscal Period, Depreciation shall be an amount which bears the same ratio to such beginning Book Value

6

as the U.S. federal income tax depreciation, amortization, or other cost recovery deduction for such Taxable Year or other Fiscal Period bears to such beginning adjusted tax basis; provided, however, that if the adjusted tax basis of any property at the beginning of such Taxable Year or other Fiscal Period is zero dollars ($0.00), Depreciation with respect to such property shall be determined with reference to such beginning Book Value using any reasonable method selected by the Manager.

“Discount” has the meaning set forth in Section 6.06.

“Disposition” has the meaning set forth in Section 10.08(a).

“Distributable Cash” means, as of any relevant date on which a determination is being made by the Manager regarding a potential distribution pursuant to Section 4.01, the amount of cash that could be distributed by the Company for such purposes in accordance with applicable Law, including the Delaware Act, and any contractual obligations in effect at such time.

“Distribution” (and, with a correlative meaning, “Distribute”) means each distribution made by the Company to a Member with respect to such Member’s Units, whether in cash, property or securities of the Company and whether by liquidating distribution or otherwise; provided, however, that none of the following shall be a Distribution: (a) any recapitalization that does not result in the distribution of cash or property to Members or any exchange of securities of the Company, and any subdivision (by Unit split or otherwise) or any combination (by reverse Unit split or otherwise) of any outstanding Units, (b) any other payment made by the Company to a Member in redemption of all or a portion of such Member’s Units, or (c) any amounts payable pursuant to Section 6.06.

“Effective Time” has the meaning set forth in Section 16.15.

“Equity Plan” means any stock or equity purchase plan, restricted stock or equity plan or other similar equity compensation plan now or hereafter adopted by the Company or the Corporation.

“Equity Securities” means (a) with respect to the Company or any of its Subsidiaries, (i) Units or other equity interests in the Company or any such Subsidiary (including other classes or groups thereof having such relative rights, powers and duties as may from time to time be established by the Manager pursuant to the provisions of this Agreement, including rights, powers and/or duties senior to existing classes and groups of Units and other equity interests in the Company or any Subsidiary of the Company), (ii) obligations, evidences of Indebtedness or other securities or interests convertible or exchangeable into Units or other equity interests in the Company or any Subsidiary of the Company, and (iii) warrants, options or other rights to purchase or otherwise acquire Units or other equity interests in the Company or any Subsidiary of the Company and (b) with respect to the Corporation, any and all shares, interests, participation or other equivalents (however designated) of corporate stock, including all common stock and preferred stock, or warrants, options or other rights to acquire any of the foregoing, including any debt instrument convertible or exchangeable into any of the foregoing.

“Event of Withdrawal” means any event that terminates the continued membership of a Member in the Company. “Event of Withdrawal” shall not include an event that does not terminate the existence of such Member under applicable state Law (or, in the case of a trust that is a Member, does not terminate the trusteeship of the fiduciaries under such trust with respect to all the Company Interests of such trust that is a Member).

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“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and applicable rules and regulations thereunder, and any successor to such statute, rules or regulations. Any reference herein to a specific section, rule or regulation of the Exchange Act shall be deemed to include any corresponding provisions of future Law.

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

“Existing Owners” means the members listed on Schedule I of the Existing LLC Agreement.

“Fair Market Value” means, with respect to any asset, its fair market value determined according to Article XV.

“Fiscal Period” means any interim accounting period within a Taxable Year established by the Company and which is permitted or required by Section 706 of the Code.

“Fiscal Year” means the Company’s annual accounting period established pursuant to Section 8.02.

“Governmental Entity” means (a) the United States of America, (b) any other sovereign nation, (c) any state, province, district, territory or other political subdivision of (a) or (b) of this definition, including any county, municipal or other local subdivision of the foregoing, or (d) any entity exercising executive, legislative, judicial, regulatory or administrative functions of government on behalf of (a), (b) or (c) of this definition.

“Indebtedness” means (a) all indebtedness for borrowed money (including capitalized lease obligations, sale-leaseback transactions or other similar transactions, however evidenced), (b) any other indebtedness that is evidenced by a note, bond, debenture, draft or similar instrument, (c) notes payable, and (d) lines of credit and any other agreements relating to the borrowing of money or extension of credit.

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

“Independent Directors” means the members of the Corporate Board who are “independent” under the standards set forth in Rule 10A-3 promulgated under the Securities Act and the corresponding rules of the applicable exchange on which the Class A Common Stock is traded or quoted.

“Initial Holder” has the meaning set forth in Section 10.08(a).

“Investment Company Act” means the U.S. Investment Company Act of 1940, as amended.

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

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“Joinder” means a joinder to this Agreement, in form and substance substantially similar to Exhibit A to this Agreement.

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

“Lock-Up” has the meaning set forth in Section 10.08(a).

“Lock-Up Period” means the period of 180 days commencing with the pricing of the IPO.

“Losses” means items of Company loss or deduction determined according to Section 5.01(b).

“Majority Members” means the Members (which may include the Manager) holding a majority of the Units then outstanding; provided, that, if as of any date of determination, a majority of the Units are then held by the Manager or any Affiliates controlled by the Manager (including the Corporation Group), then “Majority Members” shall mean the Manager together with Members holding a majority of the Units (excluding Units held by the Manager and its controlled Affiliates including the Corporation Group) then outstanding.

“Manager” has the meaning set forth in Section 6.01(a).

“Member” means, as of any date of determination, (a) each of the members named on the Schedule of Members and (b) any Person admitted to the Company as a Substituted Member or Additional Member in accordance with Article XII, but in each case only so long as such Person is shown on the Company’s books and records as the owner of one or more Units, each in its capacity as a member of the Company.

“Member Minimum Gain” means “partner nonrecourse debt minimum gain” as defined in Treasury Regulations Section 1.704-2(i)(3).

“Minority Member Redemption Date” has the meaning set forth in Section 11.01(n).

“Minority Member Redemption Notice” has the meaning set forth in Section 11.01(n).

“National Securities Exchange” means an exchange registered as a “national securities exchange” with the SEC under Section 6 of the Exchange Act.

“Net Loss” means, with respect to a Taxable Year or other Fiscal Period, the excess if any, of Losses for such Taxable Year or other Fiscal Period over Profits for such Taxable Year or other Fiscal Period.

“Net Profit” means, with respect to a Taxable Year or other Fiscal Period, the excess if any, of Profits for such Taxable Year or other Fiscal Period over Losses for such Taxable Year or other Fiscal Period.

“NYSE” means the New York Stock Exchange.

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

“Original Certificate” has the meaning set forth in the recitals.

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

“Other Agreements” has the meaning set forth in Section 10.04.

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

“Percentage Interest” means, with respect to a Member at a particular time, such Member’s percentage interest in the Company determined by dividing such Member’s Units by the total Units of all Members at such time. The Percentage Interest of each member shall be calculated to the fourth (4^th) decimal place.

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

“Person” means an individual or any corporation, partnership, limited liability company, trust, unincorporated organization, association, joint venture or any other organization or entity, whether or not a legal entity.

“Pro rata,” “proportional,” “in proportion to,” and other similar terms, mean, with respect to the holder of Units, pro rata based upon the number of such Units held by such holder as compared to the total number of Units outstanding.

“Profits” means items of Company income and gain determined according to Section 5.01(b).

“Public Offering” means an underwritten offering and sale of Equity Securities to the public pursuant to a registration statement, including a “bought” deal or “overnight” public offering.

“Redeemed Units” has the meaning set forth in Section 11.01(a).

“Redeeming Member” has the meaning set forth in Section 11.01(a).

“Redemption” has the meaning set forth in Section 11.01(a).

“Redemption Date” means a Regular Redemption Date or a Special Redemption Date.

“Redemption Notice” has the meaning set forth in Section 11.01(a).

“Redemption Notice Date” has the meaning set forth in Section 11.01(a).

“Redemption Right” has the meaning set forth in Section 11.01(a).

“Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of the date hereof, by and among the Corporation and the other parties named therein (together with any joinder thereto from time to time by any successor or assign to any party to such Agreement).

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“Regular Redemption Date” means a date within each fiscal quarter specified by the Corporation from time to time, which will generally be set so that the corresponding Redemption Notice Date falls within a window after the Corporation’s earnings announcement for the prior fiscal quarter or in connection with a Registered Offering.

“Registered Offering” means any secondary securities offering (which may include a “bought deal” or “overnight” offering), and any primary securities offering for which piggyback rights are offered, pursuant to the Registration Rights Agreement.

“Related Person” has the meaning set forth in Section 7.01(c).

“Reorganization” has the meaning set forth in Section 3.03(a).

“Retraction Notice” has the meaning set forth in Section 11.01(b).

“Revised Partnership Audit Provisions” shall mean Sections 6221 through 6241 of the Code, together with any guidance issued thereunder or successor provisions, and any similar provision of U.S. state or local or non-U.S. tax Laws.

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

“SEC” means the U.S. Securities and Exchange Commission, including any governmental body or agency succeeding to the functions thereof.

“Securities Act” means the U.S. Securities Act of 1933, as amended, and applicable rules and regulations thereunder, and any successor to such statute, rules or regulations. Any reference herein to a specific section, rule or regulation of the Securities Act shall be deemed to include any corresponding provisions of future Law.

“Simulated Basis” means, with respect to each Depletable Property, the Book Value of such property. For purposes of such computation, the Simulated Basis of each Depletable Property (including any additions to such Simulated Basis resulting from expenditures required to be capitalized in such Simulated Basis ) shall be allocated to each Member in accordance with such Member’s relative Percentage Interest as of the time such Depletable Property (or such addition to such Simulated Basis resulting from expenditures required to be capitalized in such Simulated Basis) is acquired (or expended) by the Company, and shall be reallocated among the Members in accordance with the such Members’ Percentage Interest as determined immediately following the occurrence of an event giving rise to an adjustment to the Book Value of the Company’s Depletable Properties pursuant to the definition of Book Value. Upon a transfer by a Member of any Units, a portion of the Simulated Basis allocated to such Member shall be reallocated to the transferee in accordance with the relative Percentage Interest transferred.

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

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

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

“Special Redemption Date” means a date specified by the Corporation in addition to or in lieu of the Regular Redemption Date during the same fiscal quarter. The Corporation must specify a Special Redemption Date effective with any Registered Offering.

“Sponsor Person” has the meaning set forth in Section 7.04(d).

“Stock Option Plan” means any stock option plan now or hereafter adopted by the Company or by the Corporation.

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

“Substituted Member” means a Person that is admitted as a Member to the Company pursuant to Section 12.01.

“Taxable Year” means the Company’s accounting period for U.S. federal income tax purposes determined pursuant to Section 9.02.

“TBOC” has the meaning set forth in the recitals.

“Trading Day” means a day on which the NYSE or such other principal United States securities exchange on which the Class A Common Stock is listed or admitted to trading is open for the transaction of business (unless such trading shall have been suspended for the entire day) or, if the Class A Common Stock is not then listed on the NYSE or other principal United States securities exchange, on the principal other market on which the Class A Common Stock (or such other security) is then traded.

“Transfer” (and, with a correlative meanings, “Transferring,” and “Transferred”) means any sale, transfer, assignment, pledge, encumbrance or other disposition of (whether directly or indirectly, whether with or without consideration and whether voluntarily or involuntarily or by operation of Law) (a) any interest (legal or beneficial) in any Equity Securities of the Company or (b) any equity or other interest (legal or beneficial) in any Member if substantially all of the assets of such Member consist solely of Units.

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“Treasury Regulations” means the regulations promulgated under the Code and any corresponding provisions of succeeding regulations.

“Unit” means a Company Interest of a Member or a permitted Assignee in the Company representing a fractional part of the Company Interests of all Members and Assignees as may be established by the Manager from time to time in accordance with Section 3.02; provided, however, that any class or group of Units issued shall have the relative rights, powers and duties set forth in this Agreement, and the Company Interests represented by such class or group of Units shall be determined in accordance with such relative rights, powers and duties.

“VWAP” per share of Class A Common Stock on any Trading Day shall mean the volume-weighted average price per share of Class A Common Stock as displayed under the heading “Bloomberg VWAP” on Bloomberg page “DPM” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading Day (or if such volume-weighted average price is unavailable, the closing price of one share of Class A Common Stock on such Trading Day as reported on the website of the NYSE or such other national securities exchange upon which the shares of Class A Common Stock are listed). If the VWAP cannot be calculated for shares of Class A Common Stock on a particular date on any of the foregoing bases, the VWAP of the shares of Class A Common Stock on such date shall be the fair market value as determined in good faith by the Manager in a commercially reasonable manner.

ARTICLE II

ORGANIZATIONAL MATTERS

Section 2.01 Formation of Company. The Company was formed on July 9, 2013 pursuant to the provisions of the TBOC and converted to a Delaware limited liability company under Chapter 18-201 of the Delaware Act on [•], 2023.

Section 2.02 Amended and Restated Limited Liability Company Agreement. The Company hereby executes this Agreement for the purpose of continuing the affairs of the Company and the conduct of its business in accordance with the provisions of the Delaware Act. The Members hereby agree that during the term of the Company set forth in Section 2.06 the rights and obligations of the Members with respect to the Company will be determined in accordance with the terms and conditions of this Agreement and the Delaware Act. On any matter upon which this Agreement is silent, the Delaware Act shall control.

Section 2.03 Name. The name of the Company as of the date hereof is “Bounty Minerals Holdings LLC.” The Manager in its sole discretion may change the name of the Company at any time and from time to time. Notification of any such change shall be given to all of the Members and, to the extent practicable, to all of the holders of any Equity Securities of the Corporation then outstanding. The Company’s business may be conducted under its name and/or any other name or names deemed advisable by the Manager in accordance with applicable law.

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

Section 2.05 Principal Office; Registered Office. The principal office of the Company shall be at 777 Main Street, Suite 3400, Fort Worth, Texas, 76102, or such other place as the Manager may from time to time designate. The address of the registered office of the Company in the State of Delaware as of the date hereof is designated in the Certificate. The Manager may from time to time change the Company’s registered agent and registered office in the State of Delaware.

Section 2.06 Term. The term of the Company commenced upon the filing of the Original Certificate in accordance with the TBOC and continued with the filing of the Certificate in accordance with the Delaware Act. The Company shall continue in existence until the dissolution, winding up and termination of the Company in accordance with the provisions of Article XIV.

Section 2.07 No State-Law Partnership. The Members intend that the Company not be a partnership (including a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.07, and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal (and applicable state and local) income tax purposes, and that each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.

ARTICLE III

MEMBERS; UNITS; CAPITALIZATION

Section 3.01 Members.

(a) At the Effective Time and concurrently with the Common Unit Purchase, the Corporation shall be admitted to the Company as a Member and each of the Existing Owners shall continue as a Member.

(b) The Company shall maintain a schedule setting forth: (i) the name and address of each Member; (ii) the aggregate number of outstanding Units and the number and class of Units held by each Member; (iii) the aggregate amount of cash Capital Contributions that have been made by the Members with respect to their Units; and (iv) the Fair Market Value of any property other than cash contributed by the Members with respect to their Units (including, if applicable, a description and the amount of any liability assumed by the Company or to which contributed property is subject) (such schedule, the “Schedule of Members”). The applicable Schedule of Members in effect as of the Effective Time (after giving effect to the Common Unit Purchase) is set forth as Schedule 1 to this Agreement. The Schedule of Members shall be the definitive record of ownership of each Unit of the Company and all relevant information with respect to each Member. The Company shall be entitled to recognize the exclusive right of a Person registered on its records as the owner of Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by applicable Law.

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

Section 3.02 Units. Interests in the Company shall be represented by Units, or such other securities of the Company, in each case as the Manager may establish in its discretion in accordance with the terms and subject to the restrictions hereof. Immediately after the Effective Time, the Units will be comprised of a single class of Common Units. To the extent required pursuant to Section 3.04(a), the Manager may create one or more classes or series of Common Units or preferred Units solely to the extent they are in the aggregate substantially equivalent to a class or series of common stock or preferred stock of the Corporation, as applicable.

Section 3.03 Reorganization; Capital Contributions.

(a) Reorganization. Immediately prior to the execution and effectiveness of this Agreement, (i) the Company issued Class A Units to the Existing Members in exchange for their existing interests in the Company based on their entitlement pursuant to Section 5.01 of the Existing LLC Agreement, (ii) the issued and outstanding Class B Units were redeemed and cancelled in connection with the issuance of such Class A Units, and (iii) the “Class A Units” of the Company are reclassified as “Common Units” (collectively, the “Reorganization”).

(b) The Corporation’s Capital Contribution. Immediately upon the Effective Time, the Corporation contributed to the Company [•] shares of Class B Common Stock and cash in the aggregate amount of $[•], in exchange for [•] Common Units (the “Common Unit Purchase”) and the Corporation is hereby admitted as a Member.

Section 3.04 Authorization and Issuance of Additional Units.

(a) The Company shall, to the fullest extent permitted by law, undertake all actions, including, without limitation, a reclassification, dividend, division or recapitalization, with respect to the Equity Securities of the Company necessary to maintain at all times a one-to-one ratio between the number of Common Units owned by the Corporation Group and the number of outstanding shares of Class A Common Stock. In addition to and without limiting the foregoing, if at any time the Corporation issues a share of its Class A Common Stock or any other Equity Security (other than Class B Common Stock) of the Corporation, (i) the Company shall issue to the applicable member(s) of the Corporation Group one Common Unit (if the Corporation issues a share of Class A Common Stock), or such other Equity Security of the Company (if the Corporation issues Equity Securities other than Class A Common Stock or Class B Common Stock) corresponding to the Equity Securities issued by the Corporation, and with substantially the same rights to distributions (including distributions upon liquidation but taking into account differences as a result of any tax or other liabilities borne by the Corporation) and other economic rights as those of such Equity Securities of the Corporation and (ii) the net proceeds received by the applicable member(s) of the Corporation Group with respect to the corresponding share of Class A Common Stock or other Equity Security, if any, shall be concurrently contributed by such

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member(s) to the Company as a Capital Contribution; provided, that if the Corporation issues any shares of Class A Common Stock in order to directly purchase from another Member (other than a member of the Corporation Group) a number of Common Units pursuant to Section 11.01(m) (and a corresponding number of shares of Class B Common Stock), then the Company shall not issue any new Common Units in connection therewith and the Corporation Group shall not be required to transfer such net proceeds to the Company (it being understood that such net proceeds shall instead be transferred to such other Member as consideration for such purchase). For the avoidance of doubt, if the Corporation issues any shares of Class A Common Stock or other Equity Security for cash to be used to fund the acquisition by any member of the Corporation Group of any Person or the assets of any Person, then the Corporation shall not be required to transfer such cash proceeds to the Company but instead such member of the Corporation Group shall be required to contribute such Person or the assets and liabilities of such Person to the Company or any of its Subsidiaries. Notwithstanding the foregoing, this Section 3.04(a) shall not apply to (i) (A) the issuance and distribution to holders of shares of Class A Common Stock of rights to purchase Equity Securities of the Corporation under a “poison pill” or similar shareholders rights plan (it being understood that upon exchange of Units for Class A Common Stock, such Class A Common Stock will be issued together with a corresponding right) or (B) the issuance under the Corporation’s Equity Plans or Stock Option Plans of any warrants, options, other rights to acquire Equity Securities of the Corporation or rights or property that may be converted into or settled in Equity Securities of the Corporation, but shall in each of the foregoing cases apply to the issuance of Equity Securities of the Corporation in connection with the exercise or settlement of such rights, warrants, options or other rights or property, (ii) the issuance of Equity Securities pursuant to any Equity Plan (other than a Stock Option Plan) that are restricted, subject to forfeiture or otherwise unvested upon issuance, but shall apply on the applicable vesting date with respect to such Equity Securities, or (iii) preferred stock or other debt or equity securities (including without limitation warrants, options and rights) issued by the Corporation that are convertible or exercisable or exchangeable for Class A Common Stock (except to the extent such securities have been converted, exercised or exchanged for Class A Common Stock and the net proceeds from such other securities, including without limitation any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation Group to the equity capital of the Company). Except pursuant to this Section 3.04(a) and Article XI, (x) the Company may not issue any additional Common Units to one or more member(s) of the Corporation Group unless substantially simultaneously therewith such member(s) of the Corporation Group issues or sells an equal number of shares of the Corporation’s Class A Common Stock to another Person, and (y) the Company may not issue any other Equity Securities of the Company to one or more member(s) of the Corporation Group unless substantially simultaneously therewith such member(s) of the Corporation Group issues or sells, to another Person, an equal number of shares of a new class or series of Equity Securities of the Corporation or such member(s) of the Corporation Group with substantially the same rights to dividends and distributions (including distributions upon liquidation but taking into account differences as a result of any tax or other liabilities borne by the Corporation) and other economic rights as those of such Equity Securities of the Company.

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(b) The Company shall only be permitted to issue additional Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.03, this Section 3.04 and Section 3.10. Subject to the foregoing, the Manager may cause the Company to issue additional Units or other Equity Securities authorized under this Agreement at such times and upon such terms as the Manager shall determine in its sole discretion and the Manager shall amend this Agreement as necessary in connection with the issuance of additional Units or other Equity Securities and the admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any Member or any other Person.

(c) The Company shall not in any manner effect any subdivision (by equity split, equity distribution, reclassification, recapitalization or otherwise) or combination (by reverse equity split, reclassification, recapitalization or otherwise) of the outstanding Common Units unless accompanied by an identical subdivision or combination, as applicable, of the outstanding Common Stock, with corresponding changes made with respect to any other exchangeable or convertible securities. Unless in connection with any action taken pursuant to Section 3.04(d), the Corporation shall not in any manner effect any subdivision (by stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of the outstanding Common Stock unless accompanied by an identical subdivision or combination, as applicable, of the outstanding Common Units, with corresponding changes made with respect to any other exchangeable or convertible securities. The Company shall not in any manner effect any subdivision (by equity split, equity distribution, reclassification, recapitalization or otherwise) or combination (by reverse equity split, reclassification, recapitalization or otherwise) of any outstanding Equity Securities of the Company (other than the Common Units) unless accompanied by an identical subdivision or combination, as applicable, of the corresponding Equity Securities of the Corporation, with corresponding changes made with respect to any other exchangeable or convertible securities. The Corporation shall not in any manner effect any subdivision (by stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of any outstanding Equity Securities of the Corporation (other than the Class A Common Stock) unless accompanied by an identical subdivision or combination, as applicable, of the corresponding Equity Securities of the Company (other than the Common Units), with corresponding changes made with respect to any other exchangeable or convertible securities.

(d) Notwithstanding any other provision of this Agreement, if the Corporation receives tax distributions required to be made pursuant to Section 4.01(b) in an amount in excess of the amount that will enable the Corporation Group to meet its U.S. federal, state and local and non-U.S. tax liabilities or holds any other excess cash amount, the Corporation may, in its sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation (including in its capacity as the Manager) in good faith determines to be fair and reasonable to the holders of Common Stock and to the Members and to preserve the intended economic effect of this Section 3.04, Section 3.05, Article XI and the other provisions of this Agreement.

(e) If at any time any member of the Corporation Group issues debt securities, such member of the Corporation Group shall transfer to the Company (in a manner to be determined by the Manager in its reasonable discretion) the proceeds received by such member of the Corporation Group in exchange for such debt securities in a manner that directly or indirectly burdens the Company with the repayment of the debt securities.

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(f) Notwithstanding any other provision of this Agreement (including this Section 3.04 and Section 3.05), the Company may redeem Units from the Corporation Group for cash to fund any acquisition by the Corporation Group of another Person, provided that promptly after such redemption and acquisition the Corporation Group contributes or causes to be contributed, directly or indirectly, such Person or the assets and liabilities of such Person to the Company or any of its Subsidiaries in exchange for a number of Units equal to the number of Units so redeemed.

Section 3.05 Repurchases or Redemptions. No member of the Corporation Group may redeem, repurchase or otherwise acquire (other than from another member of the Corporation Group) (a) any shares of Class A Common Stock unless substantially simultaneously therewith the Company redeems, repurchases or otherwise acquires from the Corporation Group an equal number of Common Units for the same price per security or (b) any other Equity Securities of the Corporation (other than Class B Common Stock) unless substantially simultaneously therewith the Company redeems, repurchases or otherwise acquires from the Corporation Group an equal number of Equity Securities of the Company of a corresponding class or series with substantially the same rights to distributions (including distributions upon liquidation but taking into account differences as a result of any tax or other liabilities borne by the Corporation) and other economic rights as those of such Equity Securities of the Corporation for the same price per security. The Company may not redeem, repurchase or otherwise acquire (i) except pursuant to Article XI, any Common Units from the Corporation Group unless substantially simultaneously therewith the Corporation Group redeems, repurchases or otherwise acquires an equal number of shares of Class A Common Stock for the same price per security from holders thereof, or (ii) any other Equity Securities of the Company from the Corporation Group unless substantially simultaneously therewith the Corporation Group redeems, repurchases or otherwise acquires for the same price per security an equal number of Equity Securities of the Corporation of a corresponding class or series with substantially the same rights to dividends and distributions (including distribution upon liquidation but taking into account differences as a result of any tax or other liabilities borne by the Corporation) and other economic rights as those of such Equity Securities of the Company. Notwithstanding the foregoing, to the extent that any consideration payable by the Corporation Group in connection with the redemption or repurchase of any shares of Class A Common Stock or other Equity Securities of the Corporation Group consists (in whole or in part) of shares of Class A Common Stock or such other Equity Securities (including, for the avoidance of doubt, in connection with the cashless exercise of an option or warrant), then the redemption or repurchase of the corresponding Common Units or other Equity Securities of the Company shall be effectuated in an equivalent manner.

Section 3.06 Certificates Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units.

(a) Units shall not be certificated unless otherwise determined by the Manager. If the Manager determines that one or more Units shall be certificated, each such certificate representing the number of Units held by such holder shall be signed by or in the name of the Company by the Chief Executive Officer or any other officer designated by the Manager. Such certificate shall be in such form (and shall contain such legends) as the Manager may determine. Any or all of such signatures on any certificate representing one or more Units may be a facsimile, engraved or printed, to the extent permitted by applicable Law.

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(b) If Units are certificated, the Manager may direct that a new certificate representing one or more Units be issued in place of any certificate theretofore issued by the Company alleged to have been lost, stolen or destroyed, upon delivery to the Manager of an affidavit of the owner or owners of such certificate, setting forth such allegation. The Manager may require the owner of such lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Company a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

(c) All Transfers of Units validly made in accordance with this Agreement shall be recorded in the Company’s records. Upon surrender to the Company or the transfer agent of the Company, if any, of a certificate for one or more Units, duly endorsed or accompanied by appropriate evidence of succession, assignment or authority to Transfer, in compliance with the provisions hereof, the Company shall issue a new certificate representing one or more Units to the Person entitled thereto, cancel the old certificate and record the transaction upon its books. The names of the Members and the number of Units held by each Member as they appear in the Company transfer records shall be the official record of the Members for all purposes. Absent manifest error in the Company transfer records, the Company shall be entitled to rely exclusively on record ownership of Units as shown in its records for all purposes and shall be entitled to recognize the registered holder of Units as shown in the Company’s records as the holder of record of such Units and the Member with respect to the Company Interests represented thereby for all purposes; provided, however, that the Company shall treat the record owner of any certificate representing Units as the holder of the Units evidenced thereby unless and until such Units have been Transferred in accordance with this Agreement. Subject to the provisions of this Agreement, the Manager may prescribe such additional rules and regulations as it may deem appropriate relating to the issue, Transfer and registration of Units.

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

Section 3.08 No Withdrawal. No Person shall be entitled to withdraw any part of such Person’s Capital Contribution or Capital Account or to receive any Distribution from the Company, except as expressly provided in this Agreement.

Section 3.09 Loans From Members. Loans by Members to the Company shall not be considered Capital Contributions. Subject to the provisions of Section 3.01(c), the amount of any such advances shall be a debt of the Company to such Member and shall be payable or collectible in accordance with the terms and conditions upon which such advances are made.

Section 3.10 Dividend Reinvestment Plan, Cash Option Purchase Plan, Stock Incentive Plan or Other Plan. Except as may otherwise be provided in this Article III, all amounts received or deemed received by the Corporation in respect of any dividend reinvestment plan, cash option purchase plan, stock incentive or other stock or subscription plan or agreement, either (a) shall be utilized by the Corporation to effect open market purchases of shares of Class A Common Stock, or (b) if the Corporation elects instead to issue new shares of Class A Common Stock with respect to such amounts, shall be contributed by the Corporation to the Company in exchange for additional Common Units. Upon such contribution, the Company will issue to the Corporation a number of Common Units equal to the number of new shares of Class A Common Stock so issued.

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ARTICLE IV

DISTRIBUTIONS

Section 4.01 Distributions.

(a) Distributable Cash; Other Distributions. To the extent permitted by applicable Law and hereunder, Distributions to Members may be declared by the Manager out of Distributable Cash or other funds or property legally available therefor in such amounts and on such terms (including the payment dates of such Distributions) as the Manager shall determine using such record date as the Manager may designate; such Distributions shall be made to the Members as of the close of business on such record date on a pro rata basis in accordance with each Member’s Percentage Interest as of the close of business on such record date; provided, however, that the Manager shall have the obligation to make Distributions as set forth in Sections 4.01(b), 6.06 and 14.02; and provided further that, notwithstanding any other provision herein to the contrary, no Distributions shall be made to any Member to the extent such Distribution would violate Section 18-607 or Section 18-804 of the Delaware Act. Promptly following the designation of a record date and the declaration of a Distribution pursuant to this Section 4.01(a), the Manager shall give notice to each Member of the record date, the amount and the terms of the Distribution and the payment date thereof. In furtherance of the foregoing, it is intended that the Manager shall, to the extent permitted by applicable Law and hereunder, have the right in its sole discretion to cause the Company to make Distributions to the Members pursuant to this Section 4.01(a) in such amounts as shall enable the Corporation to pay dividends or to meet its obligations (to the extent such obligations are not otherwise able to be satisfied as a result of tax distributions required to be made pursuant to Section 4.01(b) or reimbursements required to be made pursuant to Section 6.06).

(b) Tax Distributions. The Company shall, subject to any restrictions contained in any agreement to which the Company is bound, make distributions out of Distributable Cash to all Members on a pro rata basis in accordance with Section 4.01(a) at such times and in such amounts as the Manager reasonably determines is necessary to cause a distribution to the Corporation sufficient to enable the Corporation to timely satisfy any Corporate Tax Liabilities.

Section 4.02 Restricted Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any Distribution to any Member on account of any Company Interest if such Distribution would violate any applicable Law.

ARTICLE V

CAPITAL ACCOUNTS; ALLOCATIONS; TAX MATTERS

Section 5.01 Capital Accounts.

(a) The Company shall establish and maintain a separate Capital Account for each Member according to the rules of Treasury Regulations Section 1.704-1(b)(2)(iv). For this purpose, the Company may (in the discretion of the Manager), upon the occurrence of the events specified in Treasury Regulations Section 1.704-1(b)(2)(iv)(f), increase or decrease the Capital Accounts in accordance with the rules of such Treasury Regulations and Treasury Regulations Section 1.704-1(b)(2)(iv)(g) to reflect a revaluation of Company property.

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(b) For purposes of computing the amount of any item of Company income, gain, loss or deduction to be allocated pursuant to this Article V and to be reflected in the Capital Accounts of the Members, the determination, recognition and classification of any such item shall be the same as its determination, recognition and classification for U.S. federal income tax purposes (including any method of depreciation, cost recovery or amortization (other than depletion) used for this purpose); provided, however, that:

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

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

(iii) Items of income, gain, loss or deduction attributable to the disposition of Company property having a Book Value that differs from its adjusted basis for tax purposes shall be computed by reference to the Book Value of such property.

(iv) In lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing Profits or Losses (other than depletion with respect to any Depletable Property), there shall be taken into account Depreciation for such Taxable Year or other Fiscal Period.

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

(vi) Simulated Gains with respect to Depletable Properties shall be taken into account in computing Profits and Losses in lieu of actual gains on such Depletable Properties.

(vii) Items specifically allocated under Section 5.03 shall be excluded from the computation of Profits and Losses.

Section 5.02 Allocations. Except as otherwise provided in Section 5.03 and Section 5.04, Net Profits and Net Losses for any Taxable Year or other Fiscal Period shall be allocated among the Capital Accounts of the Members pro rata in accordance with their respective Percentage Interests.

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Section 5.03 Regulatory and Special Allocations.

(a) Losses attributable to partner nonrecourse debt (as defined in Treasury Regulations Section 1.704-2(b)(4)) shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i) to the Member that bears the economic risk of loss (within the meaning of Regulations § 1.752-2). If there is a net decrease during a Taxable Year or other Fiscal Period in Member Minimum Gain, items of income and gain for such Taxable Year or other Fiscal Period (and, if necessary, for subsequent Taxable Years or other Fiscal Periods) shall be allocated to the Members in the amounts and of such character as determined according to Treasury Regulations Section 1.704-2(i)(4).

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

(c) If any Member that unexpectedly receives an adjustment, allocation or Distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6) has an Adjusted Capital Account Deficit as of the end of any Taxable Year or other Fiscal Period, computed after the application of Sections 5.03(a) and 5.03(b) but before the application of any other provision of this Article V, then items of income and gain for such Taxable Year or other Fiscal Period shall be allocated to such Member in proportion to, and to the extent of, such Adjusted Capital Account Deficit. This Section 5.03(c) is intended to be a qualified income offset provision as described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted in a manner consistent therewith.

(d) In the event that any Member has an Adjusted Capital Account Deficit at the end of any Taxable Year or other Fiscal Period, such Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided, however, that an allocation pursuant to this Section 5.03(d) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V have been tentatively made as if Section 5.03(c) and this Section 5.03(d) were not in this Agreement.

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

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

(g) Simulated Depletion for each Depletable Property and Simulated Loss upon the disposition of a Depletable Property shall be allocated among the Members in proportion to their shares of the Simulated Basis in such Depletable Property.

(h) The allocations set forth in Section 5.03(a) through and including Section 5.03(f) (the “Regulatory Allocations”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations. The Regulatory Allocations may not be consistent with the manner in which the Members intend to allocate Profit and Loss of the Company or have the Company make Distributions. Accordingly, notwithstanding the other provisions of this Article V, but subject to the Regulatory Allocations, income, gain, deduction and loss shall be reallocated among the Members so as to eliminate the effect of the Regulatory Allocations and thereby cause the respective Capital Accounts of the Members to be in the amounts (or as close thereto as possible) they would have been if Profit and Loss (and such other items of income, gain, deduction and loss) had been allocated without reference to the Regulatory Allocations. In general, the Members anticipate that this will be accomplished by specially allocating other Profit and Loss (and such other items of income, gain, deduction and loss) among the Members so that the net amount of the Regulatory Allocations and such special allocations to each such Member is zero. In addition, if in any Taxable Year or other Fiscal Period there is a decrease in Company Minimum Gain, or in Member Minimum Gain, and application of the minimum gain chargeback requirements set forth in Section 5.03(a) or Section 5.03(b) would cause a distortion in the economic arrangement among the Members, the Members may, if they do not expect that the Company will have sufficient other income to correct such distortion, request the Internal Revenue Service to waive either or both of such minimum gain chargeback requirements. If such request is granted, this Agreement shall be applied in such instance as if it did not contain such minimum gain chargeback requirement.

Section 5.04 Final Allocations. Notwithstanding any contrary provision in this Agreement except Section 5.03, the Manager shall make appropriate adjustments to allocations of Net Profits and Net Losses (or, if necessary, allocate items of gross income, gain, loss or deduction thereof) to the Members upon the liquidation of the Company (within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g)), the Transfer of substantially all the Units (whether by sale or exchange or merger) or sale of all or substantially all the assets of the Company, such that, to the maximum extent possible, the Capital Accounts of the Members are proportionate to their Percentage Interests. In each case, such adjustments or allocations shall occur, to the maximum extent possible, in the Fiscal Year of the event requiring such adjustments or allocations.

Section 5.05 Tax Allocations.

(a) Subject to the remainder of this Section 5.05, the income, gains, losses, deductions and credits of the Company will be allocated, for U.S. federal (and applicable state and local) income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and credits among the Members for computing their Capital Accounts; provided, that if any such allocation is not permitted by the Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts.

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(b) Cost and percentage depletion deductions with respect each Depletable Property shall be computed separately by the Members rather than the Company. For purposes of such computations, the U.S. federal income tax basis of each Depletable Property shall be allocated to each Member in accordance with such Member’s Percentage Interest as of the time such Depletable Property is acquired by the Company, and shall be reallocated among the Members in accordance with such Member’s Percentage Interest as determined immediately following the occurrence of an event giving rise to an adjustment to the Book Values of the Company’s Depletable Properties in accordance with Section 1.704-1(b)(2)(iv)(f) of the Treasury Regulations (or at the time of any material additions to the U.S. federal income tax basis of such Depletable Property). The Company shall inform each Member of such Member’s allocable share of the U.S. federal income tax basis of each Depletable Property promptly following the acquisition of such Depletable Property by the Company, any adjustment resulting from expenditures required to be capitalized in such basis, and any reallocation of such basis as provided in the previous sentence. Such allocations are intended to be applied in accordance with the “partners’ interests in partnership capital” under Section 613A(c)(7)(D) of the Code; provided, that the Members understand and agree that the Manager may authorize special allocations of tax basis, income, gain, deduction or loss, as computed for U.S. federal income tax purposes, in order to eliminate differences between Simulated Basis and adjusted U.S. federal income tax basis with respect to Depletable Properties, in such manner as determined consistent with the principles of Section 704(c) of the Code, the Treasury Regulations thereunder and the portions of the Treasury Regulations under Section 704(b) that apply the principles of Section 704(c).

(c) For purposes of the separate computation of gain or loss by each Member on a taxable Disposition of Depletable Property, the amount realized from such Disposition shall be allocated (i) first, to the Members in an amount equal to the Simulated Basis in such Depletable Property and in the same proportion as their shares thereof were allocated and (ii) second, any remaining amount realized shall be allocated consistent with the allocation of Simulated Gains; provided, however, that the Members understand and agree that the Manager may authorize special allocations of tax basis, income, gain, deduction or loss, as computed for federal income tax purposes, in order to eliminate differences between Simulated Basis and adjusted federal income tax basis with respect to Depletable Properties, in such manner as determined consistent with the principles of Section 704(c) of the Code, the Treasury Regulations thereunder and the portions of the Treasury Regulations under Section 704(b) that apply the principles of Section 704(c). The provisions of this Section 5.05(c) and the other provisions of this Agreement relating to allocations under Section 613A(c)(7)(D) of the Code are intended to comply with Treasury Regulations Section 1.704-1(b)(4)(v) and shall be interpreted and applied in a manner consistent with such Treasury Regulations.

(d) Each Member shall, in a manner consistent with this Article V, separately keep records of its share of the adjusted tax basis in each Depletable Property, adjust such share of the adjusted tax basis for any cost or percentage depletion allowable with respect to such property and use such adjusted tax basis in the computation of its cost depletion or in the computation of its gain or loss on the disposition of such property by the Company. Upon the request of the Company,

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each Member may advise the Company of its adjusted tax basis in each Depletable Property and any depletion computed with respect thereto, both as computed in accordance with the provisions of this subsection for purposes of allowing the Company to make adjustments to the tax basis of its assets as a result of certain transfers of interests in the Company or distributions by the Company. The Company may rely on such information and, if it is not provided by the Member, may make such reasonable assumptions as it shall determine with respect thereto.

(e) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Section 704(c) of the Code so as to take account of any variation between the adjusted basis of such property to the Company for U.S. federal income tax purposes and its Book Value using the “traditional method,” or with the written consent of the Members, such method or methods as described in Treasury Regulations Section 1.704-3 chosen by the Manager.

(f) If the Book Value of any Company asset is adjusted pursuant to Section 5.01(b), subsequent allocations of items of taxable income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for U.S. federal income tax purposes and its Book Value in the same manner as under Section 704(c) of the Code using the “traditional method,” or with the written consent of the Members, such method or methods as described in Treasury Regulations Section 1.704-3 chosen by the Manager.

(g) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as determined by the Manager taking into account the principles of Treasury Regulations Section 1.704-1(b)(4)(ii) and 1.704-1(b)(4)(viii).

(h) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulations Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member.

(i) Any recapture of depreciation or any other item of deduction shall be allocated, in accordance with Treasury Regulations Sections 1.1245-1(e) and 1.1254-5, to the Members who received the benefit of such deductions to the maximum extent permissible by Law.

(j) Allocations pursuant to this Section 5.05 are solely for purposes of U.S. federal (and applicable state and local) income taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, Distributions (other than tax distributions pursuant to Section 4.01(b)) or other Company items pursuant to any provision of this Agreement.

Section 5.06 Indemnification and Reimbursement for Payments on Behalf of a Member. If the Company is obligated to pay any amount to a Governmental Entity (or otherwise makes a payment to a Governmental Entity) that is specifically attributable to a Member or a Member’s status as such (including taxes imposed on the Company under the Revised Partnership Audit Provisions, federal withholding taxes, state personal property taxes and state unincorporated business taxes, but excluding payments such as professional association fees and the like made voluntarily by the Company on behalf of any Member based upon such Member’s status as an employee of the Company), then such Person shall indemnify the Company in full for the entire

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amount paid (including interest, penalties and related expenses). The Manager may offset Distributions to which a Person is otherwise entitled under this Agreement against such Person’s obligation to indemnify the Company under this Section 5.06. A Member’s obligation to make contributions to the Company under this Section 5.06 shall survive the dissolution, winding up, liquidation and termination of the Company, and for purposes of this Section 5.06, the Company shall be treated as continuing in existence. Members shall make any such contribution obligated by this Section 5.06 to the Manager in the event the Company has been terminated. The Company may pursue and enforce all rights and remedies it may have against each Member under this Section 5.06, including instituting a lawsuit to collect such contribution with interest calculated at a rate per annum equal to the sum of the Base Rate plus 300 basis points (but not in excess of the highest rate per annum permitted by Law). Each Member hereby agrees to furnish to the Company and Manager such information and forms as required or reasonably requested in order to comply with any laws and regulations governing withholding of tax or in order to claim any reduced rate of, or exemption from, withholding to which the Member is legally entitled.

ARTICLE VI

MANAGEMENT

Section 6.01 Authority of Manager.

(a) Except for situations in which the approval of any Member(s) is specifically required by this Agreement, (i) all management powers over the business and affairs of the Company shall be exclusively vested in the Corporation, as the sole managing member of the Company (the Corporation, in such capacity, the “Manager”) and (ii) the Manager shall conduct, direct and exercise full control over all activities of the Company. The Manager shall be the “manager” of the Company for the purposes of the Delaware Act. Except as otherwise expressly provided for herein and subject to the other provisions of this Agreement, the Members hereby consent to the exercise by the Manager of all such powers and rights conferred on the Members by the Delaware Act with respect to the management and control of the Company. Any vacancies in the position of Manager shall be filled in accordance with Section 6.04.

(b) The day-to-day business and operations of the Company shall be overseen and implemented by officers of the Company (each, an “Officer” and collectively, the “Officers”), subject to the limitations imposed by the Manager. An Officer may, but need not, be a Member. Each Officer shall be appointed by the Manager and shall hold office until his or her successor shall be duly designated and shall qualify or until his or her death or until he or she shall resign. Any one Person may hold more than one office. The salaries or other compensation, if any, of the Officers of the Company shall be fixed from time to time by the Manager. The authority and responsibility of the Officers shall include, but not be limited to, such duties as the Manager may, from time to time, delegate to them and the carrying out of the Company’s business and affairs on a day-to-day basis. An Officer may also perform one or more roles as an officer of the Manager.

(c) The Manager shall have the power and authority to effectuate the sale, lease, transfer, exchange or other disposition of any, all or substantially all of the assets of the Company (including the exercise or grant of any conversion, option, privilege or subscription right or any other right available in connection with any assets at any time held by the Company) or the merger, consolidation, reorganization, division or other combination of the Company with or into another entity.

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(d) Notwithstanding any other provision of this Agreement, the Delaware Act or any applicable Law, each Member and each other Person who may acquire an interest in Company Interests hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company of the Registration Rights Agreement, (ii) agrees and confirms that the Company is authorized to execute, deliver and perform, and the Manager or any Officer, acting on behalf of the Company, is authorized and directed to execute and deliver the Registration Rights Agreement without any further act, approval or vote of any Member or the Manager, and (iii) agrees that the execution, delivery or performance by the Company or the Manager or any Officer, acting on behalf of the Company, of any agreement authorized or permitted under this Agreement shall not constitute a breach by the Company, the Manager or any other Person of any duty that the Company or the Manager may owe the Company or the Members or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.

Section 6.02 Actions of the Manager. The Manager may act through any Officer or through any other Person or Persons to whom authority and duties have been delegated pursuant to Section 6.07.

Section 6.03 Resignation; No Removal.

(a) The Manager may resign as such at any time by giving written notice to the Members; provided, that the Manager complies with the requirements of Section 6.03(b). Subject to Section 6.03(b) and unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Members, and the acceptance of the resignation shall not be necessary to make it effective. The resignation of the Manager in its capacity as such shall not affect any rights or obligations of such Person as a Member of the Company. For the avoidance of doubt, the Members have no right under this Agreement to remove or replace the Manager.

(b) No termination or replacement of the Corporation as Manager shall be effective unless proper provision is made, in compliance with this Agreement, so that the obligations of the Corporation, its successor (if applicable) and any new Manager and the rights of all Members under this Agreement and applicable Law remain in full force and effect. No appointment of a Person other than the Corporation (or its successor, as applicable) as Manager shall be effective unless the Corporation (or its successor, as applicable) and the new Manager (as applicable) provide all other Members with contractual rights, directly enforceable by such other Members against the Corporation (or its successor, as applicable) and the new Manager (as applicable), to cause (a) the Corporation to comply with all the Corporation’s obligations under this Agreement (including its obligations under Section 11.01) other than those that must necessarily be taken in its capacity as the Manager and (b) the new Manager to comply with all the Manager’s obligations under this Agreement.

Section 6.04 Vacancies. Vacancies in the position of Manager occurring for any reason shall be filled by the Corporation (or, if the Corporation has ceased to exist without any successor or assign, then by the holders of a majority in interest of the voting capital stock of the Corporation immediately prior to such cessation). For the avoidance of doubt, the Members (other than the Corporation) have no right under this Agreement to fill any vacancy in the position of Manager.

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Section 6.05 Transactions Between Company and Manager. The Manager may cause the Company to contract and deal with the Manager, or any Affiliate of the Manager; provided such contracts and dealings are on terms comparable to and competitive with those available to the Company from others dealing at arm’s length or are approved by the Members holding a majority of the Units (excluding Units held by the Manager and its controlled Affiliates) then outstanding and otherwise are permitted by any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company is bound.

Section 6.06 Reimbursement for Expenses. The Manager shall not be compensated for its services as Manager of the Company except as expressly provided in this Agreement. The Members acknowledge and agree that, as of the Effective Time, the Manager’s Class A Common Stock is and will continue to be publicly traded and therefore the Manager will have access to the public capital markets and that such status and the services performed by the Manager will inure to the benefit of the Company and all Members; therefore, the Manager shall be reimbursed by the Company for any reasonable out-of-pocket expenses incurred by the Manager or any other member of the Corporation Group on behalf of the Company, including all fees, expenses and costs associated with the IPO and all fees, expenses and costs of being a public company (including public reporting obligations, proxy statements, stockholder meetings, stock exchange fees, transfer agent fees, SEC and the Financial Industry Regulatory Authority filing fees and offering expenses) and maintaining its corporate existence; provided, that the Company shall not pay or bear any income tax obligations of any member of the Corporation Group (but the Company shall be entitled to make distributions in respect of these obligations pursuant to Article IV). In the event that (a) shares of Class A Common Stock were sold to underwriters in the IPO or are sold to underwriters in any Public Offering after the Effective Time, in each case, at a price per share that is lower than the price per share for which such shares of Class A Common Stock are sold to the public in such Public Offering after taking into account underwriters’ discounts or commissions and brokers’ fees or commissions (including, for the avoidance of doubt, any Discount) and (b) the proceeds from such Public Offering are used to fund the Cash Election Amount for any Redeemed Units or otherwise contributed to the Company, the Company shall reimburse the applicable member(s) of the Corporation Group for such Discount by treating such Discount as an additional Capital Contribution made by such member(s) of the Corporation Group to the Company, issuing Common Units in respect of such deemed Capital Contribution in accordance with Section 11.01(i), and increasing the Capital Account of such member(s) of the Corporation Group by the amount of such Discount. To the extent practicable, expenses incurred by the Manager or any other member of the Corporation Group on behalf of or for the benefit of the Company shall be billed directly to and paid by the Company and, if and to the extent any reimbursements to the Manager or any other member of the Corporation Group by the Company pursuant to this Section 6.06 constitute gross income to such Person (as opposed to the repayment of advances made by such Person on behalf of the Company), such amounts shall be treated as “guaranteed payments” within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of Section 4.01.

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Section 6.07 Limitation of Liability.

(a) Except as otherwise provided herein or in an agreement entered into by such Person and the Company, no Manager or Officer nor any of the Manager’s or Officers’ Affiliates, directors, employers, employees, agents or representatives, as applicable, shall be liable to the Company or to any Member that is not the Manager or to any other Person bound by this Agreement for any act or omission performed or omitted by the by such Person in his or her capacity as Manager or Officer pursuant to authority granted to such Person in such capacity by this Agreement; provided, however, that, except as otherwise provided herein, such limitation of liability shall not apply to the extent the act or omission was attributable to such Person’s bad faith, willful misconduct or violation of Law in which such Person acted with knowledge that its conduct was unlawful, or for any present or future breaches of any representations, warranties, covenants or obligations by such Person or its Affiliates contained herein or in the other agreements with the Company. The Manager may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and shall not be responsible for any misconduct or negligence on the part of any such agent (so long as such agent was selected in good faith and with reasonable care). The Manager and each Officer shall be entitled to rely upon the advice of legal counsel, independent public accountants and other experts, including financial advisors, and any act of or failure to act by the Manager or any Officer in good faith reliance on such advice shall in no event subject the Manager or such Officer to liability to the Company or any Member that is not the Manager.

(b) Whenever this Agreement or any other agreement contemplated herein provides that the Manager shall act in a manner which is, or provide terms which are, “fair and reasonable” to the Company or any Member that is not the Manager, the Manager shall determine such appropriate action or provide such terms considering, in each case, the relative interests of each party to such agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable United States generally accepted accounting practices or principles.

(c) Whenever in this Agreement or any other agreement contemplated herein, the Manager is permitted or required to take any action or to make a decision in its “sole discretion,” “sole and absolute discretion,” “reasonable discretion,” “discretion,” with “complete discretion” or under a grant of similar authority or latitude, the Manager shall be entitled to consider such interests and factors as it desires, including its own interests, and shall, to the fullest extent permitted by applicable Law, have no duty (including fiduciary duty) or obligation to give any consideration to any interest of or factors affecting the Company, the other Members, or any other Person notwithstanding any duty otherwise existing at law or in equity.

(d) Whenever in this Agreement the Manager is permitted or required to take any action or to make a decision in its “good faith” or under another express standard, the Manager shall act under such express standard and, to the fullest extent permitted by applicable Law and notwithstanding any duty otherwise existing at law or in equity, shall not be subject to any other or different standards imposed by this Agreement or any other agreement contemplated herein, and, notwithstanding anything contained herein to the contrary or any duty otherwise existing at law or in equity, so long as the Manager acts in good faith, the resolution, action or terms so made, taken or provided by the Manager shall not constitute a breach of this Agreement or any other agreement contemplated herein or impose liability upon the Manager or any of the Manager’s Affiliates to the Company, any other Member or any other Person bound by this Agreement.

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(e) The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of the Manager or any Officer or any of the Manager’s or any Officer’s Affiliates, directors, employers, employees, agents or representatives, as applicable, to the Company, the other Members or any other Persons bound by this Agreement otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Manager or any Officer or any of the Manager’s or any Officer’s Affiliates, directors, employers, employees, agents or representatives, as applicable.

Section 6.08 Investment Company Act. The Manager shall use its reasonable best efforts to ensure that the Company shall not be subject to registration as an investment company pursuant to the Investment Company Act.

Section 6.09 Outside Activities of the Manager. The Manager shall not, directly or indirectly, enter into or conduct any business or operations, other than in connection with (a) the ownership, acquisition and disposition of Common Units and other Equity Securities of the Company contemplated by this Agreement, (b) the management of the business and affairs of the Company and its Subsidiaries, (c) the operation of the Manager as a reporting company with a class (or classes) of securities registered under Section 12 of the Exchange Act and listed on a securities exchange, (d) the offering, sale, syndication, private placement or public offering of stock, bonds, securities or other interests, (e) financing or refinancing of any type related to the Company, its Subsidiaries or their assets or activities, and (f) such activities as are incidental to the foregoing; provided, however, that, except as otherwise provided herein, the net proceeds of any sale of Equity Securities of the Corporation pursuant to the preceding clauses (d) and (e) shall be made available to the Company as Capital Contributions and the proceeds of any other financing raised by the Manager pursuant to the preceding clauses (d) and (e) shall be made available to the Company as loans or otherwise, as appropriate, and, provided further, that the Manager may, in its sole and absolute discretion, from time to time hold or acquire assets in its own name or otherwise other than through the Company and its Subsidiaries so long as the Manager takes commercially reasonable measures to ensure that the economic benefits and burdens of such assets are otherwise vested in the Company or its Subsidiaries, through assignment, mortgage loan or otherwise or, if it is not commercially reasonable to vest such economic interests in the Company or any of its Subsidiaries, the Members shall negotiate in good faith to amend this Agreement to reflect such activities and the direct ownership of assets by the Manager. Nothing contained herein shall be deemed to prohibit the Manager from executing any guarantee of Indebtedness of the Company or its Subsidiaries.

ARTICLE VII

RIGHTS AND OBLIGATIONS OF MEMBERS

Section 7.01 Limitation of Liability and Duties of Members; Investment Opportunities.

(a) Except as provided in this Agreement or in the Delaware Act, no Member (including the Manager) shall be obligated personally for any debt, obligation or liability solely by reason of being a Member or acting as the Manager of the Company. Notwithstanding anything contained herein to the contrary, to the fullest extent permitted by Law, the failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business and affairs under this Agreement or the Delaware Act shall not be grounds for imposing personal liability on the Members or Manager for liabilities of the Company.

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(b) In accordance with the Delaware Act and the laws of the State of Delaware, a Member may, under certain circumstances, be required to return amounts previously distributed to such Member. It is the intent of the Members that no Distribution to any Member pursuant to Article IV shall be deemed a return of money or other property paid or distributed in violation of the Delaware Act. The payment of any such money or Distribution of any such property to a Member shall be deemed a compromise within the meaning of Section 18-502(b) of the Delaware Act, and, to the fullest extent permitted by Law, any Member receiving any such money or property shall not be required to return any such money or property to the Company or any other Person. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Member is obligated to make any such payment, such obligation shall be the obligation of such Member and not of any other Member.

(c) Notwithstanding any other provision of this Agreement (subject to Section 6.07 with respect to the Manager), to the extent that, at law or in equity, any Member (or such Member’s Affiliate or any manager, managing member, general partner, director, officer, employee, agent, fiduciary or trustee of such Member or of any Affiliate of such Member (each Person described in this parenthetical, a “Related Person”)) has duties (including fiduciary duties) to the Company, to the Manager, to another Member, to any Person who acquires an interest in a Company Interest or to any other Person bound by this Agreement, all such duties (including fiduciary duties) are hereby eliminated, to the fullest extent permitted by law, and replaced with the duties or standards expressly set forth herein, if any. The elimination of duties (including fiduciary duties) to the Company, the Manager, each of the Members, each other Person who acquires an interest in a Company Interest and each other Person bound by this Agreement and replacement thereof with the duties or standards expressly set forth herein, if any, are approved by the Company, the Manager, each of the Members, each other Person who acquires an interest in a Company Interest and each other Person bound by this Agreement.

(d) To the fullest extent permitted by applicable Law, notwithstanding any duty (including any fiduciary duty) otherwise applicable at law or in equity, the doctrine of corporate opportunity, or any analogous doctrine, will not apply to any Member (including the Manager in its capacity as a Member and not in its capacity as Manager) or to any Related Person of such Member, and no Member (or any Related Person of such Member) that acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Company or the Members will have any duty to communicate or offer such opportunity to the Company or the Members, or to develop any particular investment, and such Person will not be liable to the Company or the Members for breach of any fiduciary or other duty by reason of the fact that such Person pursues or acquires for, or directs such opportunity to, another Person or does not communicate such investment opportunity to the Members. To the fullest extent permitted by applicable Law, notwithstanding any duty (including any fiduciary duty) otherwise applicable at law or in equity, neither the Company nor any Member has any rights or obligations by virtue of this Agreement or the relationships created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of any such ventures outside the Company, even if competitive with the activities of the Company or the Members, will not be deemed wrongful or improper.

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Section 7.02 Lack of Authority. No Member, other than the Manager or a duly appointed Officer, in each case in its capacity as such, has the authority or power to act for or on behalf of the Company, to do any act that would be binding on the Company or to make any expenditure on behalf of the Company. The Members hereby consent to the exercise by the Manager of the powers conferred on it by Law and this Agreement.

Section 7.03 No Right of Partition. No Member, other than the Manager, shall, to the fullest extent permitted by Law have the right to seek or obtain partition by court decree or operation of Law of any Company property, or the right to own or use particular or individual assets of the Company.

Section 7.04 Indemnification.

(a) Subject to Section 5.06, the Company hereby agrees to indemnify and hold harmless any Person (each an “Indemnified Person”) to the fullest extent permitted under the Delaware Act, as the same now exists or may hereafter be amended, substituted or replaced (but, to the fullest extent permitted by Law, in the case of any such amendment, substitution or replacement only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Company is providing immediately prior to such amendment), against all expenses, liabilities and losses (including attorneys’ fees, judgments, fines, excise taxes or penalties) reasonably incurred or suffered by such Person (or one or more of such Person’s Affiliates) by reason of the fact that such Person is or was a Member or is or was serving as the Manager, Officer, employee or other agent of the Company or is or was serving at the request of the Company as a manager, officer, director, principal, member, employee or agent of another corporation, partnership, joint venture, limited liability company, trust or other enterprise; provided, however, that no Indemnified Person shall be indemnified for any expenses, liabilities and losses suffered that are attributable to such Indemnified Person’s or its Affiliates’ bad faith, willful misconduct or violation of Law in which the Indemnified Person or its Affiliate acted with knowledge that its conduct was unlawful, or for any present or future breaches of any representations, warranties, covenants or obligations by such Indemnified Person or its Affiliates contained herein or in the other agreements with the Company. Expenses, including attorneys’ fees, incurred by any such Indemnified Person in defending a proceeding shall be paid by the Company in advance of the final disposition of such proceeding, including any appeal therefrom, upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company.

(b) The right to indemnification and the advancement of expenses conferred in this Section 7.04 shall not be exclusive of any other right which any Person may have or hereafter acquire under any statute, agreement, bylaw, action by the Manager or otherwise.

(c) The Company or the Manager shall maintain directors’ and officers’ liability insurance, or substantially equivalent insurance, at its expense, to protect any Indemnified Person (and the investment funds, if any, they represent) against any expense, liability or loss described in Section 7.04(a) whether or not the Company would have the power to indemnify such Indemnified Person against such expense, liability or loss under the provisions of this Section 7.04. The Company or the Manager shall use its reasonable best efforts to purchase and maintain

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property, casualty and liability insurance in types and at levels customary for companies of similar size engaged in similar lines of business, as determined in good faith by the Manager, and the Company or the Manager shall use its reasonable best efforts to purchase directors’ and officers’ liability insurance (including employment practices coverage) with a carrier and in an amount determined necessary or desirable as determined by the Manager.

(d) Notwithstanding anything contained herein to the contrary (including in this Section 7.04), the Company agrees that any indemnification and advancement of expenses available to any current or former Indemnified Person from any Person that is an Affiliate of the Company who served as a director of the Manager or as a Member of the Company by virtue of such Person’s service as a member, director, partner or employee of any such other Person prior to or following the Effective Time (any such Person, a “Sponsor Person”) shall be secondary to the indemnification and advancement of expenses to be provided by the Company pursuant to this Section 7.04 which shall be provided out of and to the extent of Company assets only and no Member (unless such Member otherwise agrees in writing or is found in a final decision by a court of competent jurisdiction to have personal liability on account thereof) shall have personal liability on account thereof or shall be required to make additional Capital Contributions to help satisfy such indemnity of the Company and the Company (i) shall be the primary indemnitor of first resort for such Sponsor Person pursuant to this Section 7.04 and (ii) shall be fully responsible for the advancement of all expenses and the payment of all damages or liabilities with respect to such Sponsor Person which are addressed by this Section 7.04.

(e) If this Section 7.04 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless each Indemnified Person pursuant to this Section 7.04 to the fullest extent permitted by any applicable portion of this Section 7.04 that shall not have been invalidated and to the fullest extent permitted by applicable Law.

Section 7.05 Members Right to Act. For matters that require the approval of the Members, the Members shall act through meetings and written consents as described in clauses (a) and (b) below:

(a) Except as otherwise expressly provided by this Agreement, acts by the Members holding a majority of the outstanding Units, voting together as a single class, shall be the acts of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person or Persons to act for it by proxy. An electronic mail, telegram, telex, cablegram or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.05(a). No proxy shall be voted or acted upon after eleven months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue.

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(b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager or by the Members holding a majority of the Units entitled to vote on such matter on at least five (5) Business Days’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by written consent), however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom the meeting was improperly held sign a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof or if such Members appear at the meeting and do not object to the validity of the meeting before the taking of any votes or consents. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by written consent, so long as such consent is signed by Members having not less than the minimum number of Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken, which shall state the purpose or purposes for which such consent was required and may be delivered via email, without a meeting shall be given to those Members entitled to vote or consent who have not consented in writing; provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such written consent. Any action taken pursuant to such written consent of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Section 7.06 Inspection Rights. The Company shall permit each Member and each of its designated representatives for any purpose reasonably related to such Member’s interest in the Company to (a) visit and inspect any of the properties of the Company and its Subsidiaries, all at reasonable times and upon reasonable notice, (b) examine the corporate and financial records of the Company or any of its Subsidiaries and make copies thereof or extracts therefrom, and (c) consult with the managers, officers, employees and independent accountants of the Company or any of its Subsidiaries concerning the affairs, finances and accounts of the Company or any of its Subsidiaries. The presentation of an executed copy of this Agreement by any Member to the Company’s independent accountants shall constitute the Company’s permission to its independent accountants to participate in discussions with such Persons and their respective designated representatives.

ARTICLE VIII

BOOKS, RECORDS, ACCOUNTING AND REPORTS, AFFIRMATIVE COVENANTS

Section 8.01 Records and Accounting. The Company shall keep, or cause to be kept, appropriate books and records with respect to the Company’s business, including all books and records necessary to provide any information, lists and copies of documents required to be provided pursuant to Section 9.01 or pursuant to applicable Laws. All matters concerning (a) the determination of the relative amount of allocations and Distributions among the Members pursuant to Articles III and IV and (b) accounting procedures and determinations, and other determinations not specifically and expressly provided for by the terms of this Agreement, shall be determined by the Manager in its sole discretion, whose determination shall be final and conclusive as to all of the Members absent manifest clerical error.

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Section 8.02 Fiscal Year. The Fiscal Year of the Company shall end on December 31 of each year or such other date as may be established by the Manager.

ARTICLE IX

TAX MATTERS

Section 9.01 Preparation of Tax Returns. ¹ The Manager shall arrange for the preparation and timely filing of all tax returns required to be filed by the Company. No later than [ninety (90)] days following the end of the prior Taxable Year, the Company shall send to each Person who was a Member at any time during such Taxable Year, (a) a statement showing such Member’s final state tax apportionment information and allocations to the Members of taxable income, gains, losses, deductions and credits for such Taxable Year or other Fiscal Period, (b) a completed IRS Schedule K-1 and (c) any other information reasonably requested and necessary for the preparation of such Person’s tax returns. Additionally, the Company shall send each Person who was a Member at any time during such Taxable Year an estimated IRS Schedule K-1 and state tax apportionment information and allocations no later than [forty-five (45)] days following the end of the prior Taxable Year. Each Member shall notify the Company upon receipt of any notice of tax examination of the Company by federal, state or local authorities. Subject to the terms and conditions of this Agreement, in its capacity as Partnership Representative, the Corporation shall have the authority to prepare the tax returns of the Company using such permissible methods and elections as it determines in its reasonable discretion, including without limitation the use of any permissible method under Section 706 of the Code for purposes of determining the varying Company Interests of its Members.

Section 9.02 Tax Elections. The Taxable Year shall be the Fiscal Year set forth in Section 8.02. The Company and any eligible Subsidiary shall make or maintain an election pursuant to Code Section 754 and shall not revoke such election. Each Member will, upon request, supply any information reasonably necessary to give proper effect to any such elections.

Section 9.03 Tax Controversies.

The Corporation shall be designated and may, on behalf of the Company, at any time, and without further notice to or consent from any Member act, as the “partnership representative” of the Company, within the meaning given to such term in Section 6223 of the Code (and any similar capacity under U.S. state or local or non-U.S. Law) (the Corporation, in such capacity, the “Partnership Representative”). For any period in which the Partnership Representative is not a natural person, the Partnership Representative shall appoint a natural person as the “designated individual” (within the meaning of Treasury Regulations Section 301.6223-1(b)(3)) to act in accordance with the rights and duties under this Section Error! Reference source not found.. The Partnership Representative shall have the right and obligation to take all actions authorized and required, respectively, by applicable Law, and is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax

¹  Note to Company: Please confirm whether timing is feasible / acceptable.

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authorities, including resulting administrative and judicial proceedings. The Partnership Representative is further authorized to take such actions and execute and file all statements and forms on behalf of the Company that are approved by the Manager and are permitted or required by applicable Law and to expend Company funds for professional services reasonably incurred in connection with its duties hereunder. Each Member agrees to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably requested by the Partnership Representative with respect to the conduct of such proceedings. The Partnership Representative shall keep all Members reasonably informed of the progress of any examinations, audits or other proceedings, and all Members shall have the right to observe and participate (at their sole expense) in any tax proceedings. Nothing herein shall diminish, limit or restrict the rights of any Member under the Revised Partnership Audit Provisions. The Company shall reimburse the Partnership Representative for all reasonable and documented out-of-pocket expenses incurred by the Partnership Representative in carrying out its duties as the Partnership Representative. In the event that the Manager determines that the foregoing provisions are no longer applicable to the Company, either due to a change of controlling law or the enactment of applicable Treasury Regulations, the Manager is authorized to take any reasonable actions as may be required concerning tax matters of the Company not otherwise addressed in this Error! Reference source not found.Error! Reference source not found.. The provisions of this Error! Reference source not found.Error! Reference source not found. shall survive the termination of any Member’s interest in the Company, the termination of this Agreement and the termination of the Company and shall remain binding on each Member for the period of time necessary to resolve with any applicable taxing authority any income tax matters relating to the Company.

ARTICLE X

RESTRICTIONS ON TRANSFER OF UNITS; PREEMPTIVE RIGHTS

Section 10.01 Transfers by Members. No holder of Units may Transfer any interest in any Units, except Transfers (a) pursuant to and in accordance with Section 10.02 or (b) approved in writing by the Manager. Notwithstanding the foregoing, “Transfer” shall not include an event that terminates the existence of a Member for income tax purposes (including, without limitation, a change in entity classification of a Member under Treasury Regulations Section 301.7701-3), but that does not terminate the existence of such Member under applicable state law (or, in the case of a trust that is a Member, does not terminate the trusteeship of the fiduciaries under such trust with respect to all the Company Interests of such trust that is a Member). If, notwithstanding the provisions of this Section 10.01, all or any portion of a Member’s Units are Transferred in violation of this Section 10.01, involuntarily, by operation of law or otherwise, then without limiting any other rights and remedies available to the other parties under this Agreement or otherwise, the transferee of such Units (or portion thereof) shall not be admitted to the Company as a Member or be entitled to any rights as a Member hereunder, and the transferor will continue to be bound by all obligations hereunder, unless and until the Manager consents in writing to such admission, which consent shall be granted or withheld in the Manager’s sole discretion.

Section 10.02 Permitted Transfers. The restrictions contained in Section 10.01 shall not apply to any Transfer of Units (each, a “Permitted Transfer”) (a) by a Member to an Affiliate of such Member, (b) by the Existing Owners to any partner, shareholder or member of such Existing Owner, (c) by the Existing Owners to current and former employees of such Existing Owners and their Affiliates (and their trusts), (d) upon an individual Member’s death, to an executor,

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administrator or beneficiary of the estate of the deceased Member or (e) pursuant to a Redemption or Call Right in accordance with Article XI hereof; provided, however, that (i) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units and (ii) in the case of the foregoing clauses (a), (b) and (c), the transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this Agreement, and the transferor will deliver a written notice to the Company and the Members, which notice will disclose in reasonable detail the identity of the proposed transferee. In the case of a Permitted Transfer (other than pursuant to a Redemption or Call Right) by an Existing Owner of Common Units to a transferee in accordance with this Section 10.02, such Member (or any subsequent transferee of such Member) shall be required to also transfer or issue, as applicable, a number of shares of Class B Common Stock corresponding to the number of such Member’s (or subsequent transferee’s) Common Units that were Transferred in the transaction to such transferee; and, in the case of a Permitted Transfer pursuant to a Redemption or Call Right, a number of shares of Class B Common Stock corresponding to the number of such Member’s Common Units that were transferred in such Permitted Transfer shall be cancelled or retired, as applicable. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b).

Section 10.03 Restricted Units Legend. The Units have not been registered under the Securities Act and, therefore, in addition to the other restrictions on Transfer contained in this Agreement, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is then available. To the extent such Units have been certificated (or issued in book-entry form), each certificate evidencing Units and each certificate issued in exchange for or upon the Transfer of any Units (if such securities remain Units as defined herein after such Transfer) shall be stamped or otherwise imprinted with a legend (and such book-entry Units shall contain a legend) in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [•], 2023, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER SPECIFIED IN THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BOUNTY MINERALS HOLDINGS LLC, AS MAY BE AMENDED AND MODIFIED FROM TIME TO TIME, AND BOUNTY MINERALS HOLDINGS LLC RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO ANY TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY BOUNTY MINERALS HOLDINGS LLC TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.”

The Company shall imprint such legend on certificates (if any) evidencing Units or instruct the transfer agent to include the legend in a book-entry notation.

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Section 10.04 Transfer. Prior to Transferring any Units (other than (a) in connection with a Redemption or Call Right in accordance with Article XI or (b) pursuant to a Change of Control), the Transferring holder of Units shall cause the prospective transferee to be bound by this Agreement and any other agreements executed by the holders of Units and relating to such Units in the aggregate (collectively, the “Other Agreements”), and shall cause the prospective transferee to execute and deliver to the Company and the other holders of Units a Joinder (or other counterpart to this Agreement acceptable to the Manager) and counterparts of any applicable Other Agreements. Any Transfer or attempted Transfer of any Units in violation of any provision of this Agreement (including any prohibited indirect Transfers) (i) shall be void, and (ii) the Company shall not record such Transfer on its books or treat any purported transferee of such Units as the owner of such securities for any purpose.

Section 10.05 Assignee’s Rights.

(a) The Transfer of a Company Interest in accordance with this Agreement shall be effective as of the date of its assignment (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other Company items shall be allocated between the transferor and the Assignee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made after such date shall be paid to the Assignee.

(b) Unless and until an Assignee becomes a Member pursuant to Article XII, the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, that, without relieving the transferring Member from any such limitations or obligations as more fully described in Section 10.06, such Assignee shall be bound by any limitations and obligations of a Member contained herein that a Member would be bound on account of the Assignee’s Company Interest (including the obligation to make Capital Contributions on account of such Company Interest).

Section 10.06 Assignor’s Rights and Obligations. Any Member who shall Transfer any Company Interest in a manner in accordance with this Agreement shall cease to be a Member with respect to such Units or other interest and shall no longer have any rights or privileges, or, except as set forth in this Section 10.06, duties, liabilities or obligations, of a Member with respect to such Units or other interest (it being understood, however, that the applicable provisions of Section 6.07, Section 7.01 and Section 7.04 shall continue to inure to such Person’s benefit and such Person shall continue to be obligated to indemnify the Company for any obligations under Section 5.06), except that unless and until the Assignee (if not already a Member) is admitted as a Substituted Member in accordance with the provisions of Article XII (the “Admission Date”), (a) such assigning Member shall retain all of the duties, liabilities and obligations of a Member with respect to such Units or other interest, and (b) the Manager may, in its sole discretion, reinstate all or any portion of the rights and privileges of such Member with respect to such Units or other interest for any period of time prior to the Admission Date. Nothing contained herein shall relieve any Member who Transfers any Units or other interest in the Company from any liability of such Member to the Company with respect to such Company Interest that may exist on the Admission Date or that is otherwise specified in the Delaware Act or for any liability to the Company or any other Person for any materially false statement made by such Member (in its capacity as such) or for any present or future breaches of any representations, warranties or covenants by such Member (in its capacity as such) contained herein or in the other agreements with the Company.

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Section 10.07 Overriding Provisions.

(a) Any Transfer in violation of this Article X, to the fullest extent permitted by Law, shall be null and void ab initio, and the provisions of Sections 10.05 and 10.06 shall not apply to any such Transfers. For the avoidance of doubt, any Person to whom a Transfer is made or attempted in violation of this Article X shall not become a Member, shall not be entitled to vote on any matters coming before the Members, and shall not have any other rights in or with respect to any rights of a Member of the Company. The approval of any Transfer in any one or more instances shall not limit or waive the requirement for such approval in any other or future instance. The Manager shall promptly amend the Schedule of Members to reflect any Transfer pursuant to this Article X.

(b) Notwithstanding anything contained herein to the contrary (including, for the avoidance of doubt, the provisions of Section 10.01, Section 10.02 and Article XI and Article XII), in no event shall any Member Transfer any Units to the extent such Transfer would:

(i) result in the violation of the Securities Act, or any other applicable U.S. federal or state or non-U.S. Laws;

(ii) subject the Company to registration as an investment company under the Investment Company Act;

(iii) in the reasonable determination of the Manager, be a violation of or a default (or an event that, with notice or the lapse of time or both, would constitute a default) under, or result in an acceleration of any Indebtedness under, any promissory note, mortgage, loan agreement, indenture or similar instrument or agreement to which the Company or the Manager is a party; provided, that the payee or creditor to whom the Company or the Manager owes such obligation is not an Affiliate of the Company or the Manager;

(iv) cause the Company to lose its status as a partnership for U.S. federal income tax purposes or, without limiting the generality of the foregoing, cause the Company to be treated as a “publicly traded partnership” taxed as a corporation pursuant to Section 7704 of the Code and any applicable Treasury Regulations issued thereunder, or any successor provision of the Code; or

(v) be a Transfer to a Person who is not legally competent or who has not achieved his or her majority under applicable Law (excluding trusts for the benefit of minors).

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Section 10.08 Lock-Up Restrictions.

(a) No holder of Units that acquired its Units thereof pursuant to the Reorganization described in Section 3.03(a) (each such holder, an “Initial Unitholder”) shall be permitted to, directly or indirectly, (i) offer, sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of (collectively, a “Disposition”) any Units, or any securities convertible into or exercisable or exchangeable for, or any rights to purchase or otherwise acquire, which includes engaging in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or reasonably expected to lead or result in a Disposition, any Units held by such Initial Unitholder or acquired by such Initial Unitholder immediately after the consummation of the IPO, or that may be deemed to be beneficially owned by such Initial Unitholder (collectively, the “Lock-Up”), during the Lock-Up Period, without the prior written consent of the managing underwriter of the IPO or (ii) exercise or seek to exercise or effectuate in any manner any rights of any nature that the Initial Unitholder has or may have hereafter to require the Corporation to register under the Securities Act the Disposition of any of the Units, or any Class A Common Stock issuable upon the redemption of such Units pursuant to the Redemption Right, subject to the Lock-Up held by the Initial Unitholder, or to otherwise participate as a selling securityholder in any manner in any registration effected by the Corporation or the Company under the Securities Act during the Lock-Up Period. Each Initial Unitholder agrees to execute such agreement as may be reasonably requested by the managing underwriter of the IPO that is necessary to give further effect hereto; provided that in the event of any conflict or inconsistency between the terms of such separate agreement and this Section 10.8, the terms of such separate agreement shall control. Following the expiration of the Lock-Up Period, the Initial Unitholders may effect a Disposition of all or any portion of their Units, subject to compliance with applicable securities laws, policies of the Corporation and the Company, the certificate of incorporation of the Corporation, as amended, the bylaws of the Corporation, as amended, this Agreement, the Certificate and any other requirements imposed by the Corporation, the Company or the transfer agent and registrar with respect to the Units.

(b) Notwithstanding Section 10.8(a), the Lock-Up shall not apply to bona fide gifts, sales or other dispositions of any class of the Company’s equity interests, in each case, that are made exclusively between and among the Initial Unitholder or members of the Initial Unitholder’s family, or affiliates of the Initial Unitholder, including its partners (if a partnership) or members (if a limited liability company); provided that it shall be a condition to any transfer pursuant to this clause (ii) that (A) the transferee/donee agrees to be bound by the restrictions set forth in Section 10.8(a) to the same extent as the transferor/donor, (B) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act and the Exchange Act to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period, and (C) the Initial Unitholder notifies the managing underwriter of the IPO at least two business days prior to the proposed transfer or disposition.

(c) Unless the written approval of the managing underwriter of the IPO is obtained with respect to a Disposition after the consummation of the IPO until the expiration of the Lock-Up Period, such purported Disposition shall not be effective to transfer record, beneficial, legal or any other ownership of such Units, and the transferee shall not be entitled to any rights as a holder of Units with respect to the Units purported to be purchased, acquired or transferred in the Disposition (including, without limitation, the right to vote or to receive dividends with respect thereto). Each such Unit subject to the Lock-Up shall bear the following legend (or any substantially similar legend):

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THE UNITS REPRESENTED HEREBY ARE SUBJECT TO A LOCK-UP PERIOD AS SET FORTH IN THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BOUNTY MINERALS HOLDINGS LLC.

ARTICLE XI

REDEMPTION AND EXCHANGE RIGHTS

Section 11.01 Redemption of Units.

(a) Each Member other than any member of the Corporation Group shall be entitled to cause the Company to redeem (a “Redemption”) all or a portion of such Member’s Units (such Member a “Redeeming Member”) from time to time following the Lock-Up Period, on the Redemption Date, as determined by the Company, together with an equal number of shares of Class B Common Stock, in exchange for shares of Class A Common Stock or, at the Company’s election, cash in accordance with Section 11.01(e) (referred to herein as the “Redemption Right”), upon the terms and subject to the conditions set forth in this Section 11.01 and subject to the Corporation’s (or such designated member(s) of the Corporation Group’s) Call Right as set forth in Section 11.01(m). In order to exercise its Redemption Right, each Redeeming Member shall provide written notice in a reasonable form as the Company may provide from time to time (the “Redemption Notice”) to the Company and the Corporation at least 5 business days prior to the Redemption Date (the date of the delivery of such Redemption Notice, the “Redemption Notice Date”), stating that the Redeeming Member elects to have redeemed on the next Redemption Date a stated number of Units (the “Redeemed Units”), together with an equal number shares of Class B Common Stock. The Redemption shall be completed on the Redemption Date; provided that the Company, the Corporation and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them; provided further that a Redemption Notice may be conditioned on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Unless the Redeeming Member timely has delivered a Retraction Notice or has delayed a Redemption as provided in Section 11.01(b) or the Corporation has elected to effect a Call Right as provided in Section 11.01(m), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) (i) the Redeeming Member shall transfer and surrender the Redeemed Units to the Company and a corresponding number of shares of Class B Common Stock to the Corporation, in each case free and clear of all liens and encumbrances, (ii) the Company shall (x) cancel the Redeemed Units, (y) transfer to the Redeeming Member the consideration to which the Redeemed Member is entitled, and (z) if the Units are certificated, issue to the Redeeming Member a certificate for a number of Units equal to the difference (if any) between the number of Units evidenced by the certificate surrendered by the Redeeming Member pursuant to clause (i) of this Section 11.01(a) and the Redeemed Units and (iii) the Corporation shall cancel such shares of Class B Common Stock.

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(b) The Redeeming Member may retract its Redemption Notice by giving written notice (the “Retraction Notice”) to the Company and the Corporation at any time prior to 5:00 p.m., New York City time, on the Business Day after delivery of the Redemption Date Notice. The timely delivery of a Retraction Notice shall terminate all of the Redeeming Member’s, the Company’s and the Corporation’ rights and obligations under this Section 11.01 arising from the retracted Redemption Notice. The Redeeming Member shall be entitled, at any time prior to the consummation of a Redemption, to delay the consummation of a Redemption if any of the following conditions exists: (i) any registration statement pursuant to which the resale of the Class A Common Stock to be registered for such Redeeming Member at or immediately following the consummation of the Redemption shall have ceased to be effective pursuant to any action or inaction by the SEC or no such resale registration statement has yet become effective; (ii) the Corporation shall have failed to cause any related prospectus to be supplemented by any required prospectus supplement necessary to effect such Redemption; (iii) the Corporation shall have exercised its right to defer, delay or suspend the filing or effectiveness of a registration statement and such deferral, delay or suspension shall affect the ability of such Redeeming Member to have the resale of its Class A Common Stock registered at or immediately following the consummation of the Redemption; (iv) the Corporation shall have disclosed to such Redeeming Member any material non-public information concerning the Corporation, the receipt of which results in such Redeeming Member being prohibited or restricted from selling Class A Common Stock at or immediately following the Redemption without disclosure of such information (and the Corporation does not permit disclosure); (v) any stop order relating to the registration statement pursuant to which the Class A Common Stock was to be registered by such Redeeming Member at or immediately following the Redemption shall have been issued by the SEC; (vi) there shall have occurred a material disruption in the securities markets generally or in the market or markets in which the Class A Common Stock is then traded; (vii) there shall be in effect an injunction, a restraining order or a decree of any nature of any Governmental Entity that restrains or prohibits the Redemption; (viii) the Corporation shall have failed to comply in all material respects with its obligations under the Registration Rights Agreement, and such failure shall have affected the ability of such Redeeming Member to consummate the resale of Class A Common Stock to be received upon such redemption pursuant to an effective registration statement; or (ix) the Redemption Date would occur three (3) Business Days or less prior to, or during, a Black-Out Period; provided further, that in no event shall the Redeeming Member seeking to delay the consummation of such Redemption and relying on any of the matters contemplated in clauses (i) through (ix) above have controlled or intentionally materially influenced any facts, circumstances, or Persons in connection therewith (except in the good faith performance of his or her duties as an officer or director of the Corporation) in order to provide such Redeeming Member with a basis for such delay or revocation. If a Redeeming Member delays the consummation of a Redemption pursuant to this Section 11.01(b), (A) the Redemption Date shall occur on the third Business Day following the date on which the conditions giving rise to such delay cease to exist (or such earlier day as the Corporation, the Company and such Redeeming Member may agree in writing) and (B) notwithstanding anything to the contrary in Section 7.01(b), the Redeeming Member may retract its Redemption Notice by giving a Retraction Notice to the Company (with a copy to the Corporation) at any time prior to 5:00 p.m., New York City time, on the second Business Day following the date on which the conditions giving rise to such delay cease to exist.

(c) The Company will provide advance notice of the Redemption Date to each Member, at least 10 calendar days prior to the Redemption Date.

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(d) On any Redemption Date for which any Member delivered a Redemption Notice with respect to Units, unless the Company elects to pay cash in accordance with Section 11.01(e) or the Corporation (or such designated member(s) of the Corporation Group) exercises its Call Right pursuant to Section 11.01(m), on such Redemption Date such number of Units, together with an equal number of shares of Class B Common Stock, shall be redeemed for an equal number of shares of Class A Common Stock.

(e) The Company shall be entitled to elect to settle any Redemption by delivering to the Redeeming Member, in lieu of the applicable number of shares of Class A Common Stock that would be received in such Redemption, an amount of cash equal to the Cash Election Amount for such shares.

(f) The Manager may impose additional limitations and restrictions on Redemptions (including limiting Redemptions or creating priority procedures for Redemptions), to the extent it determines, in good faith, such limitations and restrictions to be necessary or appropriate to avoid undue risk that the Company may be classified as a “publicly traded partnership” within the meaning of Section 7704 of the Code. Furthermore, the Manager may require any Member or group of Members to redeem all of their Units to the extent it determines that such Redemption is necessary or appropriate to avoid undue risk that the Company may be classified as a “publicly traded partnership” within the meaning of Section 7704 of the Code. Upon delivery of any notice by the Manager to such Member or group of Members requiring such Redemption, such Member or group of Members shall exchange, subject to exercise by the Corporation (or such designated member(s) of the Corporation Group) of the Call Right pursuant to Section 11.01(m), all of their Units effective as of the date specified in such notice (and such date shall be deemed to be a Redemption Date for purposes of this Agreement) in accordance with this Section 11.01(f) and otherwise in accordance with the requirements set forth in such notice. Notwithstanding any other provision of this Agreement to the contrary, for so long as the Company intends to be treated as a partnership for U.S. federal income tax purposes, no Redemption may be effected if such Redemption would result in the Company at any time during its taxable year having more than 100 partners within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii) (taking into account Treasury Regulations Section 1.7704-1(h)(3)), if attempted, any such Redemption shall be void ab initio.

(g) For U.S. federal income (and applicable state and local) tax purposes, each of the Redeeming Member, the Company and the Corporation (and any other member of the Corporation Group), as the case may be, agree to treat each Redemption and, in the event the Corporation (or another member of the Corporation Group) exercises its Call Right, each transaction between the redeeming or selling Member and the Corporation (or such other member of the Corporation Group), as a sale of such Member’s Units (together, if applicable, with the same number of shares of Class B Common Stock) to the Corporation (or such other member of the Corporation Group) in exchange for shares of Class A Common Stock or cash, as applicable.

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(h) Each Redemption shall be deemed to have been effected on the applicable Redemption Date. Any Member redeeming Units in accordance with this Agreement may request that the shares of Class A Common Stock to be issued upon such Redemption be issued in a name other than such Member. Any Person or Persons in whose name or names any shares of Class A Common Stock are issuable on any Redemption Date shall be deemed to have become, on such Redemption Date, the holder or holders of record of such shares.

(i) Unless a member of the Corporation Group has elected its Call Right pursuant to Section 11.01(m) with respect to any Redemption, on the relevant Redemption Date and immediately prior to such Redemption, (i) the Corporation (or such other member(s) of the Corporation Group) shall contribute to the Company the consideration the Redeeming Member is entitled to receive under Section 11.01(d) (including in the event the Company exercises its right to deliver the Cash Election Amount pursuant to Section 11.01(e)) and the Company shall issue to the Corporation (or such other member(s) of the Corporation Group) a number of Units or, pursuant to Section 3.04(a), other Equity Securities of the Company as consideration for such contribution, (ii) the Company shall (A) cancel the redeemed Units and (B) transfer to the Redeeming Member the consideration the Redeeming Member is entitled to receive under Section 11.01(d) (including in the event the Company exercises its right to deliver the Cash Election Amount pursuant to Section 11.01(e)), and (iii) the Corporation shall cancel the surrendered shares of Class B Common Stock, if applicable. Notwithstanding any other provisions of this Agreement to the contrary, in the event that the Company makes a Cash Election that is funded with proceeds from a Public Offering of the Corporation’s Equity Securities, the Corporation Group shall only be obligated to contribute to the Company an amount in cash equal to the net proceeds (after deduction of any underwriters’ discounts or commissions and brokers’ fees or commissions (including, for the avoidance of doubt, any deferred discounts or commissions and brokers’ fees or commissions payable in connection with or as a result of such Public Offering)) from the sale by the Corporation of a number of shares of Class A Common Stock equal to the number of Units and, if applicable, shares of Class B Common Stock to be redeemed with such cash or from the sale of other Equity Securities of the Corporation used to fund the Cash Election Amount; provided, that the contribution of such net proceeds shall in no event affect the Redeeming Member’s right to receive the Cash Election Amount.

(j) If (i) there is any reclassification, reorganization, recapitalization or other similar transaction pursuant to which the shares of Class A Common Stock are converted or changed into another security, securities or other property (other than as a result of a subdivision or combination or any transaction subject to Section 3.04(b) or Section 3.04(c)), or (ii) except in connection with actions taken with respect to the capitalization of the Corporation or the Company pursuant to Section 3.04(d), the Corporation, by dividend or otherwise, distributes to all holders of the shares of Class A Common Stock evidences of its Indebtedness or assets, including securities (including shares of Class A Common Stock and any rights, options or warrants to all holders of the shares of Class A Common Stock to subscribe for or to purchase or to otherwise acquire shares of Class A Common Stock, or other securities or rights convertible into, redeemable for or exercisable for shares of Class A Common Stock) but excluding (A) any cash dividend or distribution or (B) any such distribution of Indebtedness or assets, in the case of clause (A) or (B) received by the Corporation, directly or indirectly, from the Company in respect of the Units, then upon any subsequent Redemption, in addition to the shares of Class A Common Stock or the Cash Election Amount, as applicable, each Redeeming Member shall be entitled to receive the amount of such security, securities or other property that such Member would have received if such Redemption had occurred immediately prior to the effective date of such reclassification, reorganization,

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recapitalization, other similar transaction, dividend or other distribution, taking into account any adjustment as a result of any subdivision (by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the shares of Class A Common Stock are converted or changed into another security, securities or other property, or any dividend or distribution (other than an excluded dividend or distribution, as described above in clause (A) or (B)), this Section 11.01(j) shall continue to be applicable, mutatis mutandis, with respect to such security or other property.

(k) The Corporation shall at all times keep available, solely for the purpose of issuance upon a Redemption, out of its authorized but unissued shares of Class A Common Stock, such number of shares of Class A Common Stock that shall be issuable upon the Redemption of all outstanding Units (other than those Units held by any member of the Corporation Group); provided, that nothing contained herein shall be construed to preclude the Corporation from satisfying its obligations with respect to a Redemption by delivery of cash pursuant to a Cash Election or shares of Class A Common Stock that are held in the treasury of the Corporation. The Corporation covenants that all shares of Class A Common Stock that shall be issued upon a Redemption shall, upon issuance thereof, be validly issued, fully paid and non-assessable. In addition, for so long as the shares of Class A Common Stock are listed on a National Securities Exchange, the Corporation shall use its reasonable best efforts to cause all shares of Class A Common Stock issued upon a Redemption to be listed on such National Securities Exchange at the time of such issuance.

(l) The issuance of shares of Class A Common Stock upon a Redemption shall be made without charge to the Redeeming Member for any stamp or other similar tax in respect of such issuance, except that if any such shares of Class A Common Stock are to be issued in a name other than that of the Redeeming Member, then the Person or Persons in whose names such shares are to be issued shall pay to the Corporation the amount of any tax payable in respect of any Transfer involved in such issuance or establish to the satisfaction of the Corporation that such tax has been paid or is not payable. Each of the Company and the Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable upon a Redemption (and the Redeeming Member agrees to indemnify the Company and the Corporation with respect to) such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of applicable Law, and to the extent deduction and withholding is required, such deduction and withholding may be taken in shares of Class A Common Stock. Prior to making such deduction or withholding, the Company shall give written notice to the Redeeming Member and reasonably cooperate with such Redeeming Member to reduce or avoid any such withholding. To the extent such amounts are so deducted or withheld and paid over to the relevant governmental authority, such amounts shall be treated for all purposes under this Agreement as having been paid to the Redeeming Member, and, if withholding is taken in shares of Class A Common Stock, the relevant withholding party shall be treated as having sold such shares of Class A Common Stock on behalf of such Redeeming Member for an amount of cash equal to the Fair Market Value thereof at the time of such deemed sale and paid such cash proceeds to the appropriate Governmental Entity.

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(m) Notwithstanding anything to the contrary in this Section 11.01(m), a Redeeming Member shall be deemed to have offered to sell its Units as described in any Redemption Notice to each member of the Corporation Group, and the Corporation (or such other member(s) of the Corporation Group designated by the Corporation) may, in its sole discretion, in accordance with this Section 11.01(m), elect to purchase directly and acquire such Units on the Redemption Date by paying to the Redeeming Member that number of shares of Class A Common Stock the Redeeming Member would otherwise receive pursuant to Section 11.01(d) or, if the Corporation (or such designated member(s) of the Corporation Group) makes a Cash Election, the Cash Election Amount for such shares of Class A Common Stock (the “Call Right”), whereupon the Corporation (or such designated member(s) of the Corporation Group) shall acquire the Units offered for redemption by the Redeeming Member and shall be treated thereafter for all purposes of this Agreement as the owner of such Units.

(n) In the event that (i) the Members (other than any member of the Corporation Group) beneficially own, in the aggregate, less than 10% of the then-outstanding Units and (ii) the shares of Class A Common Stock are listed or admitted to trading on a National Securities Exchange, the Manager shall have the right, in its sole discretion, to require any Member (other than any member of the Corporation Group), collectively with its Affiliates, that beneficially owns less than 5% of the then-outstanding Units to effect a Redemption of all of such Member’s Units (together with the surrender and delivery of the same number of shares of Class B Common Stock); provided, that a Cash Election shall not be permitted pursuant to such a Redemption under this Section 11.01(n). The Manager shall deliver written notice to the Company and any such Member of its intention to exercise its Redemption Right pursuant to this Section 11.01(n) (a “Minority Member Redemption Notice”) at least five (5) Business Days prior to the proposed date upon which such Redemption is to be effected (such proposed date, the “Minority Member Redemption Date”), indicating in such notice the number of Units (and corresponding shares of Class B Common Stock) held by such Member that the Manager intends to require to be subject to such Redemption. Any Redemption pursuant to this Section 11.01(n) shall be effective on the Minority Member Redemption Date. From and after the Minority Member Redemption Date, (x) the Units and shares of Class B Common Stock subject to such Redemption shall be deemed to be Transferred to the Corporation on the Minority Member Redemption Date and (y) such Member shall cease to have any rights with respect to the Units and shares of Class B Common Stock subject to such Redemption (other than the right to receive shares of Class A Common Stock pursuant to such Redemption). Following delivery of a Minority Member Redemption Notice and on or prior to the Minority Member Redemption Date, the Members shall take all actions reasonably requested by the Manager to effect such Redemption, including taking any action and delivering any document required pursuant to the remainder of this Section 11.01(n) to effect a Redemption.

(o) No Redemption shall impair the right of the Redeeming Member to receive any distributions payable on the Units redeemed pursuant to such Redemption in respect of a record date that occurs prior to the Redemption Date for such Redemption. No Redeeming Member, or a Person designated by a Redeeming Member to receive shares of Class A Common Stock, shall be entitled to receive, with respect to such record date, distributions or dividends both on Units redeemed by the Company from such Redeeming Member and on shares of Class A Common Stock received by such Redeeming Member, or other Person so designated, if applicable, in such Redemption.

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(p) In connection with a Corporation Approved Change of Control, the Corporation shall have the right, in its sole discretion, to require each Member (other than any member of the Corporation Group) to effect a Redemption of all of such Member’s Units and the corresponding number of shares of Class B Common Stock. Any Redemption pursuant to this Section 11.01(p) shall be effective immediately prior to and conditioned upon the consummation of the Corporation Approved Change of Control (the “Change of Control Exchange Date”). From and after the Change of Control Exchange Date, (i) the Units and the shares of Class B Common Stock subject to such Redemption shall be deemed to be Transferred to the Corporation on the Change of Control Exchange Date and (ii) such Member shall cease to have any rights with respect to the Units and shares of Class B Common Stock subject to such Redemption (other than the right to receive shares of Class A Common Stock pursuant to such Redemption). The Corporation shall provide written notice of an expected Corporation Approved Change of Control to all Members within the earlier of (x) five (5) Business Days following the execution of the agreement with respect to such Corporation Approved Change of Control and (y) ten (10) Business Days before the proposed date upon which the contemplated Corporation Approved Change of Control is to be effected, indicating in such notice such information as may reasonably describe the Corporation Approved Change of Control transaction, subject to applicable Law, including the date of execution of such agreement or such proposed effective date, as applicable, the amount and types of consideration to be paid for shares of Class A Common Stock in the Corporation Approved Change of Control, any election with respect to types of consideration that a holder of shares of Class A Common Stock, as applicable, shall be entitled to make in connection with such Corporation Approved Change of Control, and the number of Units and the corresponding shares of Class B Common Stock held by such Member that the Corporation intends to require to be subject to such Redemption. Following delivery of such notice and on or prior to the Change of Control Exchange Date, the Members shall take all actions reasonably requested by the Corporation to effect such Redemption, including taking any action and delivering any document required pursuant to the remainder of this Section 11.01(p) to effect a Redemption. Nothing contained in this Section 11.01(p) shall limit the right of any Member to vote for or participate in any proposed Change of Control of the Corporation with respect to such Member’s Units and shares of Class B Common Stock or exchange all Units of such Member for shares of Class A Common Stock in connection with such Change of Control, even if such Change of Control was not approved by the Corporate Board.

ARTICLE XII

ADMISSION OF MEMBERS

Section 12.01 Substituted Members. Subject to the provisions of Article X, in connection with the Transfer of a Company Interest hereunder, the transferee shall become a substituted Member (“Substituted Member”) on the effective date of such Transfer, which effective date shall not be earlier than the date of compliance with the conditions to such Transfer, and such admission shall be shown on the books and records of the Company.

Section 12.02 Additional Members. Subject to the provisions of Article III and Article X, any Person that is an Existing Owner or the Corporation may be admitted to the Company as an additional Member (any such Person, an “Additional Member”) with the written consent of the Manager only upon furnishing to the Manager (a) a Joinder (or other counterpart to this Agreement acceptable to the Manager) and counterparts of any applicable Other Agreements and (b) such

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other documents or instruments as may be reasonably necessary or appropriate to effect such Person’s admission as a Member (including entering into such documents as the Manager may deem appropriate in its reasonable discretion). Such admission shall become effective on the date on which the Manager determines in its reasonable discretion that such conditions have been satisfied and when any such admission is shown on the books and records of the Company.

ARTICLE XIII

RESIGNATION; TERMINATION OF RIGHTS

Section 13.01 Resignation of Members. Except for Transfers, Redemptions and Call Rights permitted by the terms of this Agreement, no Member shall have the power or right to resign as a Member from the Company prior to the dissolution and winding up of the Company pursuant to Article XIV. Any Member, however, that attempts to resign as a Member from the Company without the prior written consent of the Manager upon or following the dissolution and winding up of the Company pursuant to Article XIV, but prior to such Member receiving the full amount of Distributions from the Company to which such Member is entitled pursuant to Article XIV, shall be liable to the Company for all damages (including all lost profits and special, indirect and consequential damages) directly or indirectly caused by the resignation of such Member. Notwithstanding the immediately preceding sentence to the contrary, upon a Transfer of all of a Member’s Units in a Transfer, Redemption or Call Right permitted by this Agreement, subject to the provisions of Section 10.06, as applicable, such Member shall cease to be a Member.

ARTICLE XIV

DISSOLUTION AND LIQUIDATION

Section 14.01 Dissolution. The Company shall not be dissolved by the admission of Additional Members or Substituted Members or the attempted resignation of a Member. The Company shall dissolve, and its affairs shall be wound up, upon:

(a) the unanimous decision of the Manager together with all the Members to dissolve the Company;

(b) a dissolution of the Company under Section 18-801(a)(4) of the Delaware Act; or

(c) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Delaware Act.

Except as otherwise set forth in this Article XIV, the Company is intended to have perpetual existence. An Event of Withdrawal shall not, in and of itself, cause a dissolution of the Company and the Company shall continue in existence subject to the terms and conditions of this Agreement.

Section 14.02 Liquidation and Termination. Upon dissolution of the Company, the Manager shall act as liquidator or may appoint one or more Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties in furtherance of winding up the affairs of the Company with all of the power and authority of the Manager. The steps to be accomplished by the liquidators are as follows:

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(a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;

(b) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make reasonable provision for payment and discharge thereof (including the establishment of a cash fund for contingent, conditional or unmatured liabilities in such amount and for such term as the liquidators may reasonably determine): all of the debts, liabilities and obligations of the Company (including expenses incurred in liquidation); and

(c) following the payment and satisfaction of liabilities under Section 14.02(b), all remaining assets of the Company shall be distributed to the Members in accordance with Article IV by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 constitutes a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Delaware Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Section 14.03 Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.02, but subject to the order of priorities set forth therein, if upon dissolution of the Company the liquidators determine that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the liquidators may, in their sole discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy Company liabilities (other than loans to the Company by Members) and reserves. Subject to the order of priorities set forth in Section 14.02, the liquidators may, in their sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining Company assets in-kind in accordance with the provisions of Section 14.02(c), (b) as tenants in common and in accordance with the provisions of Section 14.02(c), undivided interests in all or any portion of such Company assets or (c) a combination of the foregoing. Any such Distributions in kind shall be subject to (x) such conditions relating to the disposition and management of such assets as the liquidators deem reasonable and equitable and (y) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any Company assets distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article V. The liquidators shall determine the Fair Market Value of any property distributed in accordance with the valuation procedures set forth in Article XV.

Section 14.04 Cancellation of Certificate. Upon completion of the distribution of all of the Company assets as provided herein, the Company shall be terminated (and the Company shall not be terminated prior to such time) and the Manager (or such other Person or Persons as the Delaware Act may require or permit) will cause the cancellation of the Certificate with the Secretary of State of the State of Delaware to be made and any other filings required to be made.

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The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.

Section 14.05 Reasonable Time for Winding Up. A reasonable time shall be allowed for the orderly winding up of the business and affairs of the Company and the liquidation of its assets pursuant to Sections 14.02 and 14.03 in order to minimize any losses otherwise attendant upon such winding up.

Section 14.06 Return of Capital. The liquidators shall not be personally liable for the return of Capital Contributions or any portion thereof to the Members (it being understood that any such return shall be made solely from Company assets).

ARTICLE XV

VALUATION

Section 15.01 Determination. “Fair Market Value” of a specific Company asset will mean the amount which the Company would receive in an all-cash sale of such asset in an arm’s-length transaction with a willing unaffiliated third party, with neither party having any compulsion to buy or sell, consummated on the day immediately preceding the date on which the event occurred which necessitated the determination of the Fair Market Value (and after giving effect to any transfer taxes payable in connection with such sale), as such amount is determined by the Manager (or, if pursuant to Section 14.02, the liquidators) in its good faith judgment using all factors, information and data it deems to be pertinent.

Section 15.02 Dispute Resolution. If any Member or Members dispute the accuracy of any determination of Fair Market Value in accordance with Section 15.01, and the Manager and such Member(s) are unable to agree on the determination of the Fair Market Value of any asset of the Company, the Manager and such Member(s) shall each select a nationally recognized investment banking firm experienced in valuing securities of closely-held companies such as the Company in the Company’s industry (the “Appraisers”), who shall each determine the Fair Market Value of the asset or the Company (as applicable) in accordance with the provisions of Section 15.01. The Appraisers shall be instructed to give written notice of their determination of the Fair Market Value of the asset or the Company (as applicable) within thirty (30) days of their appointment as Appraisers. If Fair Market Value as determined by an Appraiser is higher than Fair Market Value as determined by the other Appraiser by 10% or more, and the Manager and such Member(s) do not otherwise agree on a Fair Market Value, the original Appraisers shall designate a third Appraiser meeting the same criteria used to select the original two. If Fair Market Value as determined by an Appraiser is within 10% of the Fair Market Value as determined by the other Appraiser (but not identical), and the Manager and such Member(s) do not otherwise agree on a Fair Market Value, the Manager shall select the Fair Market Value of one of the Appraisers. The fees and expenses of the Appraisers shall be borne by the Company.

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ARTICLE XVI

GENERAL PROVISIONS

Section 16.01 Power of Attorney.

(a) Each Member who is an individual hereby constitutes and appoints the Manager (or the liquidator, if applicable) with full power of substitution, as his or her true and lawful agent and attorney-in-fact, with full power and authority in his, her or its name, place and stead, to:

(i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) this Agreement, all certificates and other instruments and all amendments thereof which the Manager deems appropriate or necessary to form, qualify, or continue the qualification of, the Company as a limited liability company in the State of Delaware and in all other jurisdictions in which the Company may conduct business or own property; (B) all instruments which the Manager deems appropriate or necessary to reflect any amendment, change, modification or restatement of this Agreement in accordance with its terms; (C) all conveyances and other instruments or documents which the Manager deems appropriate or necessary to reflect the dissolution, winding up, liquidation and termination of the Company pursuant to the terms of this Agreement, including a certificate of cancellation of the Certificate; and (D) all instruments relating to the admission, resignation or substitution of any Member pursuant to Article XII or XIII; and

(ii) sign, execute, swear to and acknowledge all ballots, consents, approvals, waivers, certificates and other instruments appropriate or necessary, in the reasonable discretion of the Manager, to evidence, confirm or ratify any vote, consent, approval, agreement or other action which is made or given by the Members hereunder or is consistent with the terms of this Agreement, in the reasonable discretion of the Manager, to effectuate the terms of this Agreement.

(b) The foregoing power of attorney is irrevocable and coupled with an interest, and shall survive the death, disability, incapacity, dissolution, bankruptcy, insolvency or termination of any Member and the Transfer of all or any portion of his, her or its Company Interest and shall extend to such Member’s heirs, successors, assigns and personal representatives.

Section 16.02 Confidentiality. The Manager and each of the Members agree to hold the Company’s Confidential Information in confidence and may not use such information except in furtherance of the business of the Company or, as otherwise authorized separately in writing by the Manager. “Confidential Information” as used herein includes, but is not limited to, ideas, financial product structuring, business strategies, innovations and materials, all aspects of the Company’s business plan, proposed operation and products, corporate structure, financial and organizational information, analyses, proposed partners, software code and system and product designs, employees and their identities, equity ownership, the methods and means by which the Company plans to conduct its business, all trade secrets, trademarks, tradenames and all intellectual property associated with the Company’s business, in each case obtained by a Member from the Company or any of its Affiliates or representatives. With respect to the Manager and each Member, Confidential Information does not include information or material that: (a) is rightfully in the possession of the Manager or such Member, as applicable, at the time of disclosure by the Company; (b) before or after it has been disclosed to the Manager or each Member by the Company, becomes part of public knowledge other than as the result of any action or inaction of the Manager or such Member, respectively, in violation of this Agreement; (c) is approved for release by written authorization of the Chief Executive Officer of the Company or of the

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Corporation; (d) is disclosed to the Manager or such Member, as applicable, or their representatives by a third party not, to the knowledge of the Manager or such Member, respectively, in violation of any obligation of confidentiality owed to the Company with respect to such information; or (e) is or becomes independently developed by the Manager or such Member or their respective representatives without use or reference to the Confidential Information.

Section 16.03 Amendments. This Agreement may be amended or modified solely by the Manager, subject to the prior written consent of the Majority Members. Notwithstanding the foregoing, no amendment or modification (a) to this Section 16.03 may be made without the prior written consent of the Manager and each Member who at such time holds (together with its Affiliates) at least five percent (5%) of the then-outstanding Common Units, (b) that modifies the limited liability of any Member, increases the liabilities or obligations of any Member or adversely alters or changes any rights, preferences or privileges of any Member, in each case, may be made without the consent of each such affected Member, (c) that materially alters or changes any rights, preferences or privileges of any Company Interests in a manner that is different or prejudicial relative to any other Company Interests, may be made without the approval of a majority in interest of the Members holding the Company Interests affected in such a different or prejudicial manner, (d) that materially alters or changes any rights, preferences or privileges of a holder of any class of Company Interests in a manner that is different or prejudicial relative to any other holder of the same class of Company Interests, may be made without the approval of the holder of Company Interests affected in such a different or prejudicial manner, and (e) to any of the terms and conditions of this Agreement which terms and conditions expressly require the approval or action of certain Persons may be made without obtaining the consent of the requisite number or specified percentage of such Persons who are entitled to approve or take action on such matter; provided, that the Manager, acting alone, may amend this Agreement to (i) create one or more classes or series of Common Units or preferred Units in accordance with the last sentence in Section 3.02 and (ii) reflect the issuance of additional Units or Equity Securities in accordance with Section 3.04. Notwithstanding anything to the contrary herein, the Manager may amend this Agreement as necessary to avoid the Company being classified as a “publicly traded partnership” taxed as a corporation within the meaning of Section 7704(a) of the Code.

Section 16.04 Title to Company Assets. Company assets shall be deemed to be owned by the Company as an entity, and no Member, individually or collectively, shall have any ownership interest in such Company assets or any portion thereof. The Company shall hold title to all of its property in the name of the Company and not in the name of any Member. All Company assets shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company assets is held. The Company’s credit and assets shall be used solely for the benefit of the Company, and no asset of the Company shall be transferred or encumbered for, or in payment of, any individual obligation of any Member.

Section 16.05 Addresses and Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile or electronic mail as specified in this Section 16.05 prior to 5:00 p.m. in the time zone of the receiving party on a Business Day, (ii) the Business Day after the date of transmission, if such notice or communication is delivered via facsimile or electronic mail as specified in this Agreement later than 5:00 p.m. in the time zone of the receiving party on any date,

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(iii) the Business Day following the date of mailing, if sent by nationally recognized overnight courier service or (iv) upon actual receipt by the party to whom such notice is required to be given. Such notices and communications shall be sent to the Company at the address set forth below and to any other recipient and to any Member at such address as indicated by the Company’s records, or at such address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. Notices to the Company shall be delivered to:

Bounty Minerals Holdings LLC

777 Main Street, Suite 3400

Fort Worth, Texas, 76102

Attn: Chief Executive Officer

E-mail: [ ]

with a copy (which copy shall not constitute notice) to:

Kirkland & Ellis LLP

609 Main Street

Houston, Texas 77002

Attn: Sean T. Wheeler. P.C.

Debbie P. Yee, P.C.

Anne G. Peetz

E-mail: Sean.wheeler@kirkland.com

Debbie.yee@kirkland.com

Anne.peetz@kirkland.com

Section 16.06 Binding Effect; Intended Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns.

Section 16.07 Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company or any of its Affiliates, and no creditor who makes a loan to the Company or any of its Affiliates may have or acquire (except pursuant to the terms of a separate agreement executed by the Company in favor of such creditor) at any time as a result of making the loan any direct or indirect interest in Company Profits, Losses, Distributions, capital or property other than as a secured creditor.

Section 16.08 Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or any other covenant, duty, agreement or condition.

Section 16.09 Counterparts. This Agreement may be executed in separate counterparts, each of which will be an original and all of which together shall constitute one and the same agreement binding on all the parties hereto.

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Section 16.10 Applicable Law; Consent to Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE). With respect to any suit, action or proceeding (“Proceeding”) arising out of or relating to this Agreement, each of the parties hereto hereby irrevocably (a) submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware and the United States District Court for the District of Delaware and the appellate courts therefrom (the “Selected Courts”) and waives any objection to venue being laid in the Selected Courts whether based on the grounds of forum non conveniens or otherwise and hereby agrees not to commence any such Proceeding other than before one of the Selected Courts; provided, however, that a party may commence any Proceeding in a court other than a Selected Court solely for the purpose of enforcing an order or judgment issued by one of the Selected Courts; and (b) consents to service of process in any Proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized international express carrier or delivery service, to their respective addresses referred to in Section 16.05 hereof; provided, however, that nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by law.

Section 16.11 WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 16.12 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or the effectiveness or validity of any provision in any other jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

Section 16.13 Further Action. The parties shall execute and deliver all documents, provide all information and take or refrain from taking such actions as may be reasonably necessary or appropriate to achieve the purposes of this Agreement.

Section 16.14 Delivery by Electronic Transmission. This Agreement and any signed agreement or instrument entered into in connection with this Agreement or contemplated hereby, and any amendments hereto or thereto, to the extent signed and delivered by means of an electronic transmission, including by a facsimile machine or via email, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of electronic transmission by a facsimile machine or via email to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through such electronic transmission as a defense to the formation of a contract and each such party forever waives any such defense.

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Section 16.15 Effectiveness. This Agreement shall be effective immediately upon the effectiveness of a Form 8-A filed by the Corporation with respect to the IPO (the “Effective Time”). For the avoidance of doubt, the Existing LLC Agreement shall govern the rights and obligations of the Company and the Existing Owners prior to the Effective Time.

Section 16.16 Entire Agreement. This Agreement, together with all Exhibits and Schedules hereto and all those documents expressly referred to herein (including the Registration Rights Agreement) embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way. For the avoidance of doubt, the Existing LLC Agreement is superseded by this Agreement as of the Effective Time and shall be of no further force and effect thereafter.

Section 16.17 Remedies. Each Member shall have all rights and remedies set forth in this Agreement and all rights and remedies which such Person has been granted at any time under any other agreement or contract and all of the rights which such Person has under any Law. Any Person having any rights under any provision of this Agreement or any other agreements contemplated hereby shall be entitled to seek to enforce such rights specifically (without posting a bond or other security), to seek to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by Law.

Section 16.18 Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The use of the word “including” in this Agreement shall be by way of example rather than by limitation. Reference to any agreement, document or instrument means such agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and if applicable hereof. Without limiting the generality of the immediately preceding sentence, no amendment or other modification to any agreement, document or instrument that requires the consent of any Person pursuant to the terms of this Agreement or any other agreement will be given effect hereunder unless such Person has consented in writing to such amendment or modification. Wherever required by the context, references to a Fiscal Year shall refer to a portion thereof. The use of the words “or,” “either” and “any” shall not be exclusive. Wherever a conflict exists between this Agreement and any other agreement governing the Company, this Agreement shall control but solely to the extent of such conflict.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their behalf this Fourth Amended and Restated Limited Liability Company Agreement as of the date first written above.

COMPANY:
BOUNTY MINERALS HOLDINGS LLC
By:
Name:	[•]
Title:	[•]

[Signature Page to Fourth Amended and Restated

Limited Liability Company Agreement of Bounty Minerals Holdings LLC]

MEMBERS:
BOUNTY MINERALS, INC.
By:
Name:	[•]
Title:	[•]

[Signature Page to Fourth Amended and Restated

Limited Liability Company Agreement of Bounty Minerals Holdings LLC]

SCHEDULE 1^†

SCHEDULE OF MEMBERS

Member	Common Units			Percentage Interest	Cash Contributions	Non-Cash Contributions	Closing Capital Account Balance	Capital Accounts
BountyMinerals, Inc.		[	•]
		[	•]
		[	•]
		[	•]
		[	•]
		[	•]
Total		[	•]

^†  This Schedule of Members shall be updated from time to time to reflect any adjustment with respect to any subdivision (by Unit split or otherwise) or any combination (by reverse Unit split or otherwise) of any outstanding Common Units, or to reflect any additional issuances of Common Units pursuant to this Agreement.

EXHIBIT A

FORM OF JOINDER AGREEMENT

This JOINDER AGREEMENT, dated as of _________________, 20___ (this “Joinder”), is delivered pursuant to that certain Fourth Amended and Restated Limited Liability Company Agreement, dated as of [•], 2023 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “LLC Agreement”) by and among Bounty Minerals Holdings LLC, a Delaware limited liability company (the “Company”), Bounty Minerals, Inc., a Delaware corporation and the managing member of the Company (the “Manager”), and each of the Members from time to time party thereto. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in the LLC Agreement.

1. Joinder to the LLC Agreement. Subject to compliance with the provisions of the LLC Agreement, upon the execution of this Joinder by the undersigned and delivery hereof to the Manager, the undersigned hereby is and hereafter will be a Member under the LLC Agreement and a party thereto, with all the rights, privileges and responsibilities of a Member thereunder. The undersigned hereby agrees that it shall comply with and be fully bound by the terms of the LLC Agreement as if it had been a signatory thereto as of the date thereof.

2. Incorporation by Reference. All terms and conditions of the LLC Agreement are hereby incorporated by reference in this Joinder as if set forth herein in full.

3. Address. All notices under the LLC Agreement to the undersigned shall be direct to:

[Name]

[Address]

[City, State, Zip Code]

Attn:

Facsimile:

E-mail:

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Joinder as of the day and year first above written.

[NAME OF NEW MEMBER]

By:

Name:

Title:

Acknowledged and agreed
as of the date first set forth above:
BOUNTY MINERALS HOLDINGS LLC
By:	BOUNTY MINERALS, INC.,
	its Managing Member
By:
Name:
Title:

EX-10.3

Exhibit 10.3

FORM OF INDEMNIFICATION AGREEMENT

This Indemnification Agreement is effective as of [                ], 2023, (this “Agreement”) and is between Bounty Minerals, Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (the “Indemnitee”).

Background

The Company believes that, in order to attract and retain highly competent persons to serve as directors or in other capacities, including as officers, it must provide such persons with adequate protection through indemnification against the risks of claims and actions against them arising out of their services to and activities on behalf of the Company.

The Company desires and has requested Indemnitee to serve as a director and/or officer of the Company and, in order to induce the Indemnitee to serve in such capacity, the Company is willing to grant the Indemnitee the indemnification provided for herein. Indemnitee is willing to so serve on the basis that such indemnification be provided.

The parties by this Agreement desire to set forth their agreement regarding indemnification and the advancement of expenses.

In consideration of Indemnitee’s service to the Company and the covenants and agreements set forth below, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows.

Section 1.    Indemnification.

(a)    To the fullest extent permitted by the General Corporation Law of the State of Delaware (the “DGCL”): The Company shall indemnify Indemnitee if Indemnitee was or is made or is threatened to be made a party to, or is otherwise involved in, as a witness or otherwise, any threatened, pending or completed action, suit or proceeding (brought in the right of the Company or otherwise), whether civil, criminal, administrative or investigative and whether formal or informal, including appeals, by reason of the fact that Indemnitee is or was or has agreed to serve as a director, officer, employee or agent of the Company, or while serving as a director or officer of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity.

(b)    The indemnification provided by this Section 1 shall be from and against all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by or on behalf of Indemnitee in connection with such action, suit or proceeding, including any appeals.

Section 2.    Advance Payment of Expenses. To the fullest extent permitted by the DGCL, expenses (including attorneys’ fees) incurred by Indemnitee in appearing at, participating in or defending any action, suit or proceeding or in connection with an enforcement action as contemplated by Section 3(e), shall be paid by the Company in advance of the final disposition of such action, suit or proceeding within 30 days after receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time. The Indemnitee hereby undertakes to repay any amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled under this Agreement to be indemnified by the Company in respect thereof. No other form of undertaking shall be required of Indemnitee other than the execution of this Agreement. This Section 2 shall be subject to Section 3(b) and shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6.

Section 3.    Procedure for Indemnification; Notification and Defense of Claim.

(a)    Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company hereunder, notify the Company in writing of the commencement thereof. The failure to promptly notify the Company of the commencement of the action, suit or proceeding, or of Indemnitee’s request for indemnification, will not relieve the Company from any liability that it may have to Indemnitee hereunder, except to the extent the Company is actually and materially prejudiced in its defense of such action, suit or proceeding as a result of such failure. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request therefor including such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to enable the Company to determine whether and to what extent Indemnitee is entitled to indemnification.

(b)    With respect to any action, suit or proceeding of which the Company is so notified as provided in this Agreement, the Company shall, subject to the last two sentences of this paragraph, be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any subsequently-incurred fees of separate counsel engaged by Indemnitee with respect to the same action, suit or proceeding unless the employment of separate counsel by Indemnitee has been previously authorized in writing by the Company. Notwithstanding the foregoing, if Indemnitee, based on the advice of his or her counsel, shall have reasonably concluded (with written notice being given to the Company setting forth the basis for such conclusion) that, in the conduct of any such defense, there is or is reasonably likely to be a conflict of interest or position between the Company and Indemnitee with respect to a significant issue, then the Company will not be entitled, without the written consent of Indemnitee, to assume such defense. In addition, the Company will not be entitled, without the written consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Company.

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(c)    To the fullest extent permitted by the DGCL, the Company’s assumption of the defense of an action, suit or proceeding in accordance with paragraph (b) above will constitute an irrevocable acknowledgement by the Company that any loss and liability suffered by Indemnitee and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Company under Section 1 of this Agreement.

(d)    The determination whether to grant Indemnitee’s indemnification request shall be made promptly and in any event within 30 days following the Company’s receipt of a request for indemnification in accordance with Section 3(a). If the Company determines that Indemnitee is entitled to such indemnification or, as contemplated by paragraph (c) above, the Company has acknowledged such entitlement, the Company will make payment to Indemnitee of the indemnifiable amount within such 30 day period. If the Company is not deemed to have so acknowledged such entitlement or the Company’s determination of whether to grant Indemnitee’s indemnification request shall not have been made within such 30 day period, the requisite determination of entitlement to indemnification shall, subject to Section 6, nonetheless be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under the DGCL.

(e)    In the event that (i) the Company determines in accordance with this Section 3 that Indemnitee is not entitled to indemnification under this Agreement, (ii) the Company denies a request for indemnification, in whole or in part, or fails to respond or make a determination of entitlement to indemnification within 30 days following receipt of a request for indemnification as described above, (iii) payment of indemnification is not made within such 30 day period, (iv) advancement of expenses is not timely made in accordance with Section 2, or (v) the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication in any court of competent jurisdiction of his or her entitlement to such indemnification or advancement of expenses. Indemnitee shall be entitled to be indemnified for all expenses (including attorneys’ fees) incurred in connection with such a proceeding and to have such expenses advanced by the Company in accordance with Section 3 of this Agreement and to the fullest extent permitted by the DGCL.

(f)    Indemnitee shall be presumed to be entitled to indemnification and advancement of expenses under this Agreement upon submission of a request therefor in accordance with Section 2 or Section 3 of this Agreement, as the case may be. The Company shall have the burden of proof in overcoming such presumption, and such presumption shall be used as a basis for a determination of entitlement to indemnification and advancement of expenses unless the Company overcomes such presumption by clear and convincing evidence.

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Section 4.    Insurance and Subrogation. The Company shall use its reasonable best efforts to purchase and maintain a policy or policies of insurance with reputable insurance companies with A.M. Best ratings of “A” or better, providing Indemnitee with coverage for any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf by reason of the fact that Indemnitee is or was or has agreed to serve as a director, officer, employee or agent of the Company, or while serving as a director or officer of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, or arising out of Indemnitee’s status as such, whether or not the Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. Such insurance policies shall have coverage terms and policy limits at least as favorable to Indemnitee as the insurance coverage provided to any other director or officer of the Company. If the Company has such insurance in effect at the time the Company receives from Indemnitee any notice of the commencement of an action, suit or proceeding, the Company shall give prompt notice of the commencement of such action, suit or proceeding to the insurers in accordance with the procedures set forth in the policy. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy.

(a)    Subject to Section 9(b), in the event of any payment by the Company under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy. Indemnitee shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation.

(b)    Subject to Section 9(b), the Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines and amounts paid in settlement, and excise taxes or penalties relating to the Employee Retirement Income Security Act of 1974, as amended) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Section 5.    Certain Definitions. For purposes of this Agreement, the following definitions shall apply:

(a)    The term “action, suit or proceeding” shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed claim, action, suit, arbitration, alternative dispute mechanism or proceeding, whether civil, criminal, administrative or investigative.

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(b)    The term “by reason of the fact that Indemnitee is or was or has agreed to serve as a director, officer, employee or agent of the Company, or while serving as a director or officer of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, partner or manager or similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise” shall be broadly construed and shall include, without limitation, any actual or alleged act or omission to act.

(c)     The term “expenses” shall be broadly construed and shall include, without limitation, all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements, appeal bonds, other out-of-pocket costs and reasonable compensation for time spent by Indemnitee for which Indemnitee is not otherwise compensated by the Company or any third party), actually and reasonably incurred by Indemnitee in connection with either the investigation, defense or appeal of an action, suit or proceeding or establishing or enforcing a right to indemnification under this Agreement or otherwise incurred in connection with a claim that is indemnifiable hereunder.

(d)    The term “judgments, fines and amounts paid in settlement” shall be broadly construed and shall include, without limitation, all direct and indirect payments of any type or nature whatsoever, as well as any penalties or excise taxes assessed on a person with respect to an employee benefit plan.

Section 6.    Limitation on Indemnification. Notwithstanding any other provision herein to the contrary, the Company shall not be obligated pursuant to this Agreement:

(a)    Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part thereof), however denominated, initiated by Indemnitee, other than (i) an action, suit or proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Agreement (which shall be governed by the provisions of Section 6(b) of this Agreement) and (ii) an action, suit or proceeding (or part thereof) that was authorized or consented to by the board of directors of the Company, it being understood and agreed that such authorization or consent shall not be unreasonably withheld in connection with any compulsory counterclaim brought by Indemnitee in response to an action, suit or proceeding otherwise indemnifiable under this Agreement.

(b)    Action for Indemnification. To indemnify Indemnitee for any expenses incurred by Indemnitee with respect to any action, suit or proceeding instituted by Indemnitee to enforce or interpret this Agreement, unless Indemnitee is successful in such action, suit or proceeding in establishing Indemnitee’s right, in whole or in part, to indemnification or advancement of expenses hereunder (in which case such indemnification or advancement shall be to the fullest extent permitted by the DGCL), or unless and to the extent that the court in such action, suit or proceeding shall determine that, despite Indemnitee’s failure to establish his or her right to indemnification, Indemnitee is entitled to indemnification for such expenses; provided, however, that nothing in this Section 6(b) is intended to limit the Company’s obligations with respect to the advancement of expenses to Indemnitee in connection with any such action, suit or proceeding instituted by Indemnitee to enforce or interpret this Agreement, as provided in Section 2 hereof.

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(c)    Section 16(b) Matters. To indemnify Indemnitee on account of any suit in which judgment is rendered against Indemnitee for disgorgement of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended.

(d)    Fraud or Willful Misconduct. To indemnify Indemnitee on account of conduct by Indemnitee where such conduct has been determined by a final (not interlocutory) judgment or other adjudication of a court or arbitration or administrative body of competent jurisdiction as to which there is no further right or option of appeal or the time within which an appeal must be filed has expired without such filing to have been knowingly fraudulent or constitute willful misconduct.

(e)    Prohibited by Law. To indemnify Indemnitee in any circumstance where such indemnification has been determined by a final (not interlocutory) judgment or other adjudication of a court or arbitration or administrative body of competent jurisdiction as to which there is no further right or option of appeal or the time within which an appeal must be filed has expired without such filing to be prohibited by law.

Section 7.    Certain Settlement Provisions. The Company shall have no obligation to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action, suit or proceeding without the Company’s prior written consent. The Company shall not settle any action, suit or proceeding in any manner that would impose any fine or other obligation on Indemnitee without Indemnitee’s prior written consent. Neither the Company nor Indemnitee will unreasonably withhold his, her, its or their consent to any proposed settlement.

Section 8.    Savings Clause. If any provision or provisions (or portion thereof) of this Agreement shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee if Indemnitee was or is made or is threatened to be made a party or is otherwise involved in any threatened, pending or completed action, suit or proceeding (brought in the right of the Company or otherwise), whether civil, criminal, administrative or investigative and whether formal or informal, including appeals, by reason of the fact that Indemnitee is or was or has agreed to serve as a director, officer, employee or agent of the Company, or while serving as a director or officer of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, partner or manager or similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, from and against all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by or on behalf of Indemnitee in connection with such action, suit or proceeding, including any appeals, to the fullest extent permitted by any applicable portion of this Agreement that shall not have been invalidated.

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Section 9.    Contribution/Jointly Indemnifiable Claims.

(a)    In order to provide for just and equitable contribution in circumstances in which the indemnification provided for herein is held by a court of competent jurisdiction to be unavailable to Indemnitee in whole or in part, it is agreed that, in such event, the Company shall, to the fullest extent permitted by the DGCL, contribute to the payment of all of Indemnitee’s loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by or on behalf of Indemnitee in connection with any action, suit or proceeding, including any appeals, in an amount that is just and equitable in the circumstances; provided, that, without limiting the generality of the foregoing, such contribution shall not be required where such holding by the court is due to any limitation on indemnification set forth in Section 4(b), 6 (other than clause (e)) or 7 hereof.

(b)    Given that certain jointly indemnifiable claims may arise due to the service of the Indemnitee as a director and/or officer of the Company at the request of the Indemnitee-related entities, the Company acknowledges and agrees that the Company shall be fully and primarily responsible for the payment to the Indemnitee in respect of indemnification or advancement of expenses in connection with any such jointly indemnifiable claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the Indemnitee-related entities. Under no circumstance shall the Company be entitled to any right of subrogation against or contribution by the Indemnitee-related entities and no right of advancement, indemnification or recovery the Indemnitee may have from the Indemnitee-related entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that any of the Indemnitee-related entities shall make any payment to the Indemnitee in respect of indemnification or advancement of expenses with respect to any jointly indemnifiable claim, the Indemnitee-related entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee against the Company, and Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-related entities effectively to bring suit to enforce such rights. The Company and Indemnitee agree that each of the Indemnitee-related entities shall be third-party beneficiaries with respect to this Section 9(b), entitled to enforce this Section 9(b) as though each such Indemnitee-related entity were a party to this Agreement. For purposes of this Section 9(b), the following terms shall have the following meanings:

(i)    The term “Indemnitee-related entities” means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company or any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise Indemnitee has agreed, on behalf of the Company or at the Company’s request, to serve as a director, officer, employee or agent and which service is

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covered by the indemnity described in this Agreement) from whom an Indemnitee may be entitled to indemnification or advancement of expenses with respect to which, in whole or in part, the Company may also have an indemnification or advancement obligation (other than as a result of obligations under an insurance policy).

(ii)    The term “jointly indemnifiable claims” shall be broadly construed and shall include, without limitation, any action, suit or proceeding for which the Indemnitee shall be entitled to indemnification or advancement of expenses from both the Indemnitee-related entities and the Company pursuant to the DGCL, any agreement or the certificate of incorporation, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company or the Indemnitee-related entities, as applicable.

Section 10.    Form and Delivery of Communications. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand, upon receipt by the party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, (c) mailed by reputable overnight courier, one day after deposit with such courier and with written verification of receipt or (d) sent by email or facsimile transmission, with receipt of oral or written confirmation that such transmission has been received. Notice to the Company shall be directed to Tracie Palmer, the Chief Executive Officer, by fax at (817) 332-2700 or by mail to Bounty Minerals, Inc., 777 Main Street, Suite 3400, Fort Worth, Texas 76102. Notice to Indemnitee shall be directed to Indemnitee’s contact information on file with the Company’s Secretary or its Human Resources Department.

Section 11.    Nonexclusivity. The provisions for indemnification and advancement of expenses set forth in this Agreement shall not be deemed exclusive of any other rights which Indemnitee may have under any provision of law, in any court in which a proceeding is brought, other agreements or otherwise, and Indemnitee’s rights hereunder shall inure to the benefit of the heirs, executors and administrators of Indemnitee. No amendment or alteration of the Company’s Certificate of Incorporation or Bylaws or any other agreement shall adversely affect the rights provided to Indemnitee under this Agreement.

Section 12.    No Construction as Employment Agreement. Nothing contained herein shall be construed as giving Indemnitee any right to be retained as a director of the Company or in the employ of the Company. For the avoidance of doubt, the indemnification and advancement of expenses provided under this Agreement shall continue as to the Indemnitee even though he may have ceased to be a director, officer, employee or agent of the Company.

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Section 13.    Interpretation of Agreement. It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide indemnification to Indemnitee to the fullest extent now or hereafter permitted by the DGCL.

Section 14.    Entire Agreement. This Agreement and the documents expressly referred to herein constitute the entire agreement between the parties hereto with respect to the matters covered hereby, and any other prior or contemporaneous oral or written understandings or agreements with respect to the matters covered hereby are expressly superseded by this Agreement.

Section 15.    Modification and Waiver. No supplement, modification, waiver or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. For the avoidance of doubt, this Agreement may not be terminated by the Company without Indemnitee’s prior written consent.

Section 16.    Successor and Assigns. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Company shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of such indemnitor, by written agreement in form and substance reasonably satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

Section 17.    Service of Process and Venue. The Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) appoint, to the extent such party is not otherwise subject to service of process in the State of Delaware, irrevocably Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 as its agent in the State of Delaware and as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

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Section 18.    Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. If a court of competent jurisdiction shall make a final determination that the provisions of the law of any state other than Delaware govern indemnification by the Company of Indemnitee, then the indemnification provided under this Agreement shall in all instances be enforceable to the fullest extent permitted under such law, notwithstanding any provision of this Agreement to the contrary.

Section 19.    Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument, notwithstanding that both parties are not signatories to the original or same counterpart.

Section 20.    Headings. The section and subsection headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

This Agreement has been duly executed and delivered to be effective as of the date first above written.

Company:

BOUNTY MINERALS, INC.

By:

Name:

Title:

Indemnitee:

By:

Name:

Title:

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EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated June 30, 2022 with respect to the consolidated financial statements of Bounty Minerals Holdings LLC, and our report dated August 26, 2022 with respect to the financial statements of Bounty Minerals, Inc., in Amendment No. 1 to the Registration Statement (Form S-1) and related Prospectus of Bounty Minerals, Inc. dated December 1, 2022.

/s/ Ernst & Young LLP

Fort Worth, Texas

December 1, 2022

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS

As independent petroleum engineers, we hereby consent to the references to our firm, in the context in which they appear, and to the references to, and the inclusion of, our reserve reports dated January 27, 2021, January 24, 2022 and August 5, 2022, and oil, natural gas and NGL reserves estimates and forecasts of economics as of December 31, 2020, December 31, 2021, and June 30, 2022 included in or made part of this Registration Statement on Form S-1 of Bounty Minerals, Inc., including any amendments thereto (the “Registration Statement”). We also hereby consent to the references to our firm contained in the Registration Statement, including in the prospectus under the heading “Experts.”

CAWLEY, GILLESPIE & ASSOCIATES, INC.

Texas Registered Engineering Firm

/s/ W. Todd Brooker

W. Todd Brooker, P.E.

President

Austin, Texas

December 1, 2022