WaterBridge Infrastructure LLC

31,700,000 Class A Shares

Underwriting Agreement

September 16, 2025

J.P. Morgan Securities LLC

Barclays Capital Inc.

As Representatives of the
several Underwriters listed
in Schedule 1 hereto

c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

c/o Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Ladies and Gentlemen:

WaterBridge Infrastructure LLC, a Delaware limited liability company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 31,700,000 Class A shares (“Class A shares”) representing limited liability company interests of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 4,755,000 Class A shares (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.”

Raymond James & Associates, Inc. (the “Directed Share Underwriter”) has agreed to reserve a portion of the Shares to be purchased by it under this Agreement, up to 3,170,000 Shares, for sale to certain of the Company’s directors, officers, and employees and other parties related to the Company (collectively, “Participants”), as set forth in the Prospectus (as hereinafter defined) under the heading “Underwriting (Conflicts of Interest)” (the “Directed Share Program”). The Shares to be sold by the Directed Share Underwriter and its affiliates pursuant to the Directed Share Program are referred to hereinafter as the “Directed Shares.” Any Directed Shares not orally confirmed for purchase by any Participant by 11:59 P.M., New York City time on the date on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.

The Company hereby confirms the engagement of J.P. Morgan Securities LLC as a “qualified independent underwriter” within the meaning of Rule 5121 (“Rule 5121”) of the Financial Industry Regulatory Authority, Inc. (“FINRA”) (J.P. Morgan Securities LLC acting in such capacity, the “QIU”). The QIU agrees with the Company to (i) undertake the legal responsibilities and liabilities of an underwriter under the Securities Act (as defined below), specifically including those inherent in Section 11 of the Securities Act, and (ii) participate in the preparation of the Registration Statement (as defined below) and the Prospectus (as defined below) and exercise the usual standards of “due diligence” in respect thereto. No compensation will be paid to the QIU for its services as a qualified independent underwriter.

The Company was formed in contemplation of the proposed issuance and sale of the Shares (the “Offering”). It is understood and agreed to by all parties that the Company has entered, or will prior to the initial closing of the Offering enter, into certain corporate reorganization transactions (collectively, the “Reorganization Transactions”), pursuant to which the following transactions, among others, have occurred or will occur (as further described under the headings “Corporate Reorganization” and “Use of Proceeds” in the Pricing Disclosure Package (as defined below)):

Following the Offering and the Reorganization Transactions, the Company will be a holding company whose sole material asset will consist of limited liability company interests in OpCo, and OpCo will wholly own, directly or indirectly, all of the Company’s operating assets. References herein to the “Company and its subsidiaries” refer to the Company and its subsidiaries following the consummation of the Reorganization Transactions.

Each of the WaterBridge Parties hereby confirms its agreement with the several Underwriters concerning the purchase and sale of the Shares, as follows:

At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the pricing information set forth on Annex A, the “Pricing Disclosure Package”): a Preliminary Prospectus dated September 15, 2025 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto.

“Applicable Time” means 6:00 P.M., New York City time, on September 16, 2025.

In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares.

If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make.

The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the 30th day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the 10th full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.

(c) Submission to Jurisdiction. The WaterBridge Parties hereby submit to the exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the WaterBridge Parties waive any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding in such courts. The WaterBridge Parties agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the WaterBridge Parties and may be enforced in any court to the jurisdiction of which the WaterBridge Parties is subject by a suit upon such judgment.

If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.

Very truly yours,

WATERBRIDGE INFRASTRUCTURE LLC

By: /s/ Scott L. McNeely
Name: Scott L. McNeely
Title: Executive Vice President, Chief

Financial Officer

WBI OPERATING LLC

By: /s/ Scott L. McNeely
Name: Scott L. McNeely
Title: Executive Vice President, Chief

Financial Officer

WATERBRIDGE EQUITY FINANCE LLC

By: /s/ Scott L. McNeely
Name: Scott L. McNeely
Title: Executive Vice President, Chief

Financial Officer

NDB MIDSTREAM LLC

By: /s/ Scott L. McNeely
Name: Scott L. McNeely
Title: Executive Vice President, Chief

Financial Officer

DESERT ENVIRONMENTAL LLC

By: /s/ Jason Williams Name: Jason Williams Title: Chief Financial Officer Accepted: As of the date first written above

J.P. MORGAN SECURITIES LLC

BARCLAYS CAPITAL INC.

For themselves and on behalf of the
several Underwriters listed
in Schedule 1 hereto.

J.P. MORGAN SECURITIES LLC

By: /s/ Isabelle Trimble
Authorized Signatory

BARCLAYS CAPITAL INC.

By: /s/ Robert Stowe
Authorized Signatory

Schedule 1

Schedule 2

Subsidiaries

Schedule 3

Annex A

a. Pricing Disclosure Package

None.

b. Pricing Information Provided Orally by Underwriters

Number of Underwritten Shares: 31,700,000

Number of Option Shares: 4,755,000

Public Offering Price: $20.00 per Share Testing-the-Waters Presentation dated June 2025

Annex B

Written Testing-the-Waters Communications

Exhibit A

Testing the waters authorization (to be delivered by the Issuer to the Representatives in email or letter form)

In reliance on Section 5(d) of and/or Rule 163B under the Securities Act of 1933, as amended (the “Act”), WaterBridge Infrastructure LLC (the “Issuer”) hereby authorizes J.P. Morgan Securities LLC and Barclays Capital Inc. (the “Representatives”), Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, Pickering Energy Partners and Wells Fargo Securities, LLC (together with the Representatives, the “Authorized Underwriters”) and their respective affiliates and employees to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers,” as defined in Rule 144A under the Act (“QIBs”), or institutions that are “accredited investors,” within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12) or (a)(13) under the Act (“Accredited Investors”), to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). The Issuer hereby agrees to comply with the Guidelines for Testing-the-Waters Meetings to which this Authorization Letter relates. The Issuer represents that it has not engaged in, or authorized any person other than the Authorized Underwriters to engage in, and will not engage in, and will not authorize any person other than the Authorized Underwriters to engage in, any Testing-the-Waters Communications other than Testing-the-Water Communications with the prior consent of the Representatives with persons that are QIBs or Accredited Investors. A “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 Written Testing-the-Waters Communication shall be subject to prior approval by the Issuer’s Chief Financial Officer prior to its dissemination to a potential investor, provided, however, that no such approval shall be required for any written communication that is administrative in nature (i.e., scheduling meetings) or that solely contains information already contained in a communication previously approved by the Issuer. The Issuer has advised the Authorized Underwriters that it does not intend to provide or authorize any written communications to potential investors other than communications that are solely administrative in nature.

The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. The Issuer further represents that none of the Written Testing-the-Waters Communications include any 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. Until the earlier of this authorization being revoked (if the Issuer informs the Representatives that it has decided not to proceed with the initial public offering) or the execution of a definitive underwriting agreement for the initial public offering, if at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or 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 existing at that subsequent time, not misleading, the Issuer will promptly notify the Representatives and, only to the extent (i) any further testing-the-waters meetings are held subsequent to such time and/or (ii) the proxy disclosure package for the offering does not contain a correction to such material misstatement or omission, will promptly amend or supplement, at its own expense, any such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.

Nothing in this authorization is intended to limit or otherwise affect the ability of the Authorized Underwriters and their respective affiliates and employees to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act.

This authorization shall remain in effect until the Issuer has provided to the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Lucy Brash at lucy.j.brash@jpmorgan.com and Robert Stowe at robert.stowe@barclays.com.

Exhibit B

Form of Waiver of Lock-up

J.P. MORGAN SECURITIES LLC

BARCLAYS CAPITAL INC.

WaterBridge Infrastructure LLC
Public Offering of Class A Shares

, 20__

[Name and Address of
Officer or Director
Requesting Waiver]

Dear Mr./Ms. [Name]:

This letter is being delivered to you in connection with the offering by WaterBridge Infrastructure LLC (the “Company”) of an aggregate of ______ Class A shares (“Class A shares”) representing limited liability company interests of the Company and the lock-up letter dated , 2025 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated__________________, 20__, with respect to ______ Class A shares (the “Shares”).

J.P. Morgan Securities LLC and Barclays Capital Inc. hereby agree to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective __________________, 20__; provided, however, that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending [waiver] [release].

Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect.

Yours very truly,

[Signature of J.P. Morgan Securities LLC Representative]

[Name of J.P. Morgan Securities LLC Representative]

[Signature of Barclays Capital Inc. Representative]

[Name of Barclays Capital Inc. Representative]

cc: Company

Exhibit C

Form of Press Release

WaterBridge Infrastructure LLC
[Date]

WaterBridge Infrastructure LLC (NYSE, NYSE Texas: WBI) (the “Company”) announced today that J.P. Morgan Securities LLC and Barclays Capital Inc., the lead book-running managers in the Company’s recent public sale of Class A shares (“Class A shares”) representing limited liability company interests of the Company, are [waiving] [releasing] a lock-up restriction with respect to Class A shares held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 20 , and the Class A shares may be sold on or after such date.

This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.

Exhibit D

Form of Lock-Up Agreement

, 20__

J.P. Morgan Securities LLC

Barclays Capital Inc.

As Representatives of
the several Underwriters listed in
Schedule 1 to the Underwriting
Agreement referred to below

c/o J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179

c/o Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Re: WaterBridge Infrastructure LLC --- Public Offering

Ladies and Gentlemen:

The undersigned understands that you, as representatives (the “Representatives”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) on behalf of the several Underwriters named in Schedule 1 to the Underwriting Agreement (collectively, the “Underwriters”) with WaterBridge Infrastructure LLC, a Delaware limited liability company (the “Company”), and WBI Operating LLC, a Delaware limited liability company (“OpCo”), providing for an initial public offering (the “Public Offering”) of 31,700,000 Class A shares (“Class A shares”) representing limited liability company interests in the Company (the “Underwritten Shares”) and, at the election of the Underwriters, up to 4,755,000 additional Class A shares (the “Option Shares”) pursuant to a Registration Statement on Form S-1 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “Commission”) (the Underwritten Shares and the Option Shares that the Underwriters elect to purchase pursuant to Section 2 of the Underwriting Agreement being collectively called the “Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.

In consideration of the agreement by the Underwriters to offer and sell the Shares, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning from the date of this Lock-Up Agreement and continuing to and including the date 180 days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (such period, the “Lock-Up Period”), the undersigned shall not, and shall not cause or direct any of its affiliates to, (i) offer, sell, contract to sell, pledge, grant any option to purchase, lend, make any short sale or otherwise transfer or dispose of any Class A shares, including but not limited to any options or warrants to purchase any Class A shares, or any securities convertible into, exchangeable for or that represent the right to receive Class A shares (such Class A shares, options, or other securities, collectively, “Lock-Up Securities”), including without limitation any such Lock-Up Securities now owned or hereafter acquired by the undersigned, (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition (whether by the undersigned or someone other than the undersigned), or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Class A shares or other securities, in cash or otherwise (any such sale, loan, pledge or other disposition, or transfer of economic consequences, a “Transfer”), (iii) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, except for the exercise of the right for the Company to confidentially submit a resale shelf registration statement on Form S-1 with the Commission as contemplated by the registration rights agreement entered into in connection with the Public Offering (provided that no Lock-Up Securities may be offered or sold pursuant to such registration statement prior to the termination of the Lock-Up Period), or (iv) otherwise publicly announce any intention to engage in or cause any action, activity, transaction or arrangement described in clause (i), (ii) or (iii) above. Except for the transactions on the terms described under “Corporate Reorganization” and “Use of Proceeds” in the Prospectus, the undersigned represents and warrants that the undersigned is not, and has not caused or directed any of its affiliates to be or become, currently a party to any agreement or arrangement that provides for, is designed to or reasonably could be expected to lead to or result in any Transfer during the Lock-Up Period.

Notwithstanding the foregoing, the undersigned may:

(a) transfer the undersigned’s Lock-Up Securities: (i) as one or more bona fide gifts or charitable contributions, or for bona fide estate planning purposes, (ii) upon death by will, testamentary document or intestate succession, (iii) if the undersigned is a natural person, to any member of the undersigned’s immediate family (for purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin) or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned or, if the undersigned is a trust, to a trustor or beneficiary of the trust or the estate of a beneficiary of such trust, (iv) to a partnership, limited liability company or other entity of which the undersigned and the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (a)(i) through (iv) above, (vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund, vehicle, account, portion of a fund, vehicle or account or other entity which fund or entity controls or manages or is controlled or managed by, or under common control with, the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds, vehicles, accounts or portions of funds, vehicles or accounts managed by such partnership), or (B) as part of a distribution, transfer or disposition without consideration by the undersigned to its stockholders, partners, members or other equityholders or to the estate of any such stockholders, partners, members or other equityholders, (vii) by operation of law, such as pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement, (viii) to the Company from an employee of the Company upon death, disability or termination of employment, in each case, of such employee or pursuant to the clawback provisions of any corporate governance policy of the Company, (ix) if the undersigned is not an officer or director of the Company, in connection with a sale of the undersigned’s Class A shares acquired (A) from the Underwriters in the Public Offering or (B) in open market transactions after the closing date of the Public Offering, (x) to the Company in connection with the vesting, settlement or exercise of restricted share units, options, warrants or other rights to purchase Class A shares (including, in each case, by way of “net” or “cashless” exercise) that are scheduled to expire or automatically vest during the Lock-Up Period, including any transfer to the Company for the payment of exercise price and tax withholdings or remittance payments due as a result of the vesting, settlement or exercise of such restricted share units, options, warrants or other rights, or in connection with the conversion of convertible securities, in all such cases pursuant to an agreement or equity awards granted under a share incentive plan or other equity award plan, or pursuant to the terms of convertible securities, each as described in the Registration Statement, the preliminary prospectus relating to the Shares included in the Registration Statement immediately prior to the time the Underwriting Agreement is executed and the Prospectus, provided that any securities received upon such vesting, settlement, exercise or conversion shall be subject to the terms of this Lock-Up Agreement, (xi) in an exchange of any units representing limited liability company interests in OpCo (“OpCo Units”) (or securities convertible into, exchangeable for or that represent the right to receive OpCo Units) and a corresponding number of the Class B shares representing limited liability company interests in the Company (“Class B shares”) into or for Class A shares pursuant to the Amended and Restated Limited Liability Company Agreement of OpCo, the distribution of OpCo Units and a corresponding number of Class B shares to the members of OpCo as described in the Prospectus, provided that any such securities received by the undersigned shall be subject to the terms of this Lock-Up Agreement, or (xii) with the prior written consent of the Representatives, provided that (A) in the case of clauses (a)(i), (ii), (iii), (iv), (v) and (vi) above, such transfer or distribution shall not involve a disposition for value, (B) in the case of clauses (a)(i), (ii), (iii), (iv), (v), (vi) and (vii) above, it shall be a condition to the transfer or distribution that the donee, devisee, transferee or distributee, as the case may be, shall sign and deliver a lock-up agreement in the form of this Lock-Up Agreement for the remainder of the Lock-up Period, (C) in the case of clauses (a)(i), (ii), (iii), (iv), (v) and (vi) above, no filing by any party (including, without limitation, any donor, donee, devisee, transferor, transferee, distributor or distributee) under the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of Lock-Up Securities shall be required or shall be voluntarily made in connection with such transfer or distribution, and (D) in the case of clauses (a)(vii), (viii), (ix) and (x) above, no filing under the Exchange Act or other public filing, report or announcement shall be voluntarily made, and if any such filing, report or announcement as may be legally required during the Lock-Up Period, such filing, report or announcement shall clearly indicate in the footnotes thereto (A) the circumstances of such transfer or distribution and (B) in the case of a transfer or distribution pursuant to clause (a)(vii) above, that the donee, devisee, transferee or distributee has agreed to be bound by a lock-up agreement in the form of this Lock-Up Agreement;

(b) enter into a written trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act relating to the transfer, sale or other disposition of the undersigned’s Lock-Up Securities, if then permitted by the Company, provided that none of the securities subject to such plan may be transferred, sold or otherwise disposed of until after the expiration of the Lock-Up Period and no public announcement, report or filing under the Exchange Act, or any other public filing, report or announcement, shall be voluntarily made regarding the establishment of such plan during the Lock-Up Period, and if any such filing, report or announcement shall be legally required during the Lock-Up Period, such filing, report or announcement shall clearly indicate in the footnotes thereto that none of the securities subject to such plan may be transferred, sold or otherwise disposed of pursuant to such plan until after the expiration of the Lock-Up Period;

(c) transfer the undersigned’s Lock-Up Securities pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital shares involving a Change of Control of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold at least a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Lock-Up Agreement; and

(d) transfer the Lock-Up Securities in connection with the transactions described under “Corporate Reorganization” and “Use of Proceeds” in the Prospectus.

If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed or other Shares the undersigned may purchase in the Public Offering.

If the undersigned is not a natural person, the undersigned represents and warrants that no single natural person, entity or “group” (within the meaning of Section 13(d)(3) of the Exchange Act), other than a natural person, entity or “group” (as described above) that has executed a Lock-Up Agreement in substantially the same form as this Lock-Up Agreement, beneficially owns, directly or indirectly, 50% or more of the common equity interests, or 50% or more of the voting power, in the undersigned.

If the undersigned is an officer or director of the Company, (i) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Class A shares, the Representatives will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service (or such other method approved by the Representatives that satisfies the requirements of FINRA Rule 5131(d)(2)) at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration or that is to an immediate family member as defined in FINRA Rule 5130(i)(5) and (ii) the transferee has agreed in writing to be bound by the same terms described in this Lock-Up Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.

The undersigned now has, and, except as contemplated by clauses (a) and (c) of the third paragraph of this Lock-Up Agreement, for the duration of this Lock-Up Agreement will have, good and marketable title to the undersigned’s Lock-Up Securities, free and clear of all liens, encumbrances and claims whatsoever. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with the foregoing restrictions.

The undersigned acknowledges and agrees that none of the Underwriters has made any recommendation or provided any investment or other advice to the undersigned with respect to this Lock-Up Agreement or the subject matter hereof, and the undersigned has consulted its own legal, accounting, financial, regulatory, tax and other advisors with respect to this Lock-Up Agreement and the subject matter hereof to the extent the undersigned has deemed appropriate. The undersigned further acknowledges and agrees that, although the Underwriters may have provided or hereafter provide to the undersigned in connection with the Public Offering a Form CRS and/or certain other disclosures as contemplated by Regulation Best Interest, the Underwriters have not made and are not making a recommendation to the undersigned to enter into this Lock-Up Agreement or to transfer, sell or dispose of, or to refrain from transferring, selling or disposing of, any Class A shares, and nothing set forth in such disclosures or herein is intended to suggest that any Underwriter is making such a recommendation.

This Lock-Up Agreement shall automatically terminate and the undersigned shall be released from all of his, her or its obligations hereunder upon the earlier of (i) the date on which the Registration Statement filed with the Commission with respect to the Public Offering is withdrawn, (ii) the date on which for any reason the Underwriting Agreement is terminated (other than the provisions thereof that survive termination) prior to payment for and delivery of the Shares to be sold thereunder (other than pursuant to the Underwriters’ option thereunder to purchase additional Shares), (iii) the date on which the Company or the Representatives advise in writing and prior to the execution of the Underwriting Agreement, that they do not intend to proceed with the Public Offering, (iv) October 18, 2025, in the event that the Underwriting Agreement has not been executed by such date (provided, however, that the Company may, by written notice to the undersigned prior to such date, extend such date by a period of up to an additional 90 days) and (v) October 18, 2025, in the event that the Public Offering is not completed by such date (provided, however, that the Company may, by written notice to the undersigned prior to such date, extend such date by a period of up to an additional 90 days).

The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. This Lock-Up Agreement and any claim, controversy or dispute arising under or related to this Lock-Up Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflict of laws that would result in the application of any law other than the laws of the State of New York. The undersigned agrees that any suit or proceeding arising in respect of this Lock-Up Agreement or any transaction contemplated by this Lock-Up Agreement will be tried exclusively in the U.S. District Court for the Southern District of New York or, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York and the undersigned agrees to submit to the jurisdiction of, and to venue in, such courts. This Lock-Up Agreement may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signature page follows.]

Very truly yours,

[Signature Page to Lock-Up Agreement]

CONTRIBUTION AND CORPORATE REORGANIZATION AGREEMENT

BY AND AMONG

WATERBRIDGE INFRASTRUCTURE LLC,

WBR HOLDINGS LLC,

NDB MIDSTREAM LLC,

WATERBRIDGE EQUITY FINANCE LLC,

DESERT ENVIRONMENTAL LLC,

THE CONTRIBUTING PARTIES

AND

EACH ADDITIONAL PARTY HERETO

DATED SEPTEMBER 8, 2025

CONTENTS

Page

Exhibits

Exhibit A Contributing Parties and Contributed Equity Interests

Exhibit B Form of Joinder Agreement

Exhibit C Assets of Contributed Entities and Contributing Parties
Exhibit D OpCo Units; Percentage Interests; Closing Equity Values
Exhibit E Form of OpCo A&R LLCA
Exhibit F Form of PubCo A&R LLCA

Exhibit G Form of Instrument of Transfer
Exhibit H Form of WB 892 Merger Agreement
Exhibit I Notice Information

Exhibit J Terminated Agreements

Exhibit K Shareholders’ Agreement

Exhibit L Registration Rights Agreement

Exhibit M Tax Receivable Agreement

Exhibit N Form of A&R LLCA of WaterBridge Holdings

Exhibit O Form of Seventh A&R LLCA of WBEF

Exhibit P Form of Second A&R LLCA of Desert

Exhibit R Survival

Schedules

Schedule 1 Disclosure Schedules

CONTRIBUTION AND CORPORATE REORGANIZATION AGREEMENT

Exhibit Q Form of Second A&R LLCA of Water JV This Contribution and Corporate Reorganization Agreement (this “Agreement”), is executed as of September 8, 2025 (the “Execution Date”), by and among WaterBridge Infrastructure LLC, a Delaware limited liability company (“WaterBridge” or “PubCo”), WBR Holdings LLC, a Delaware limited liability company (“WBR Holdings”), NDB Midstream LLC, a Delaware limited liability company (“Water JV”), WaterBridge Equity Finance LLC, a Delaware limited liability company (“WBEF”), Desert Environmental LLC, a Delaware limited liability company (“Desert”), WaterBridge Resources LLC, a Delaware limited liability company (“WaterBridge Resources”), WaterBridge Co-Invest LLC, a Delaware limited liability company (“WaterBridge Co-Invest”), WaterBridge Co-Invest II LLC, a Delaware limited liability company (“WaterBridge Co-Invest II”), WaterBridge II LLC, a Delaware limited liability company (“WaterBridge II”), NDB Holdings LLC, a Delaware limited liability company (“NDB Holdings”), Devon WB Holdco L.L.C., a Delaware limited liability company (“DVN JV Holdco”), Desert Environmental Holdings LLC, a Delaware limited liability company (“Desert Holdings”), WB 892 LLC, a Delaware limited liability company (“WB 892”), Elda River Infrastructure WB LLC, a Delaware limited liability company (“Elda River”), and Ashburton Investment Private Limited, a Singapore private limited company (“GIC”), and each other Person who becomes a Party hereto in accordance with the terms of this Agreement. Each of the parties to this Agreement is referred to herein from time to time individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, each Contributing Party (as defined herein) directly owns the Equity Interests set forth opposite its name on Exhibit A hereto (the “Contributed Equity Interests”);

WHEREAS, in anticipation of the Initial Public Offering (as defined herein), NDB Holdings formed PubCo on April 11, 2025 as the initial sole member thereof, and as of the date hereof, NDB Holdings owns all of the issued and outstanding Equity Interests of PubCo (the “NDB WBI Interest”);

WHEREAS, prior to the Initial Closing Date (as defined herein) and no earlier than thirty (30) days prior to the completion of the WBR Holdings Reorganization (as defined below), WBR Holdings shall form a new Delaware limited liability company, WBI Operating LLC (“OpCo”), and immediately following such formation, (a) WBR Holdings shall own all of the issued and outstanding Equity Interests in OpCo, and (b) OpCo shall become party to this Agreement pursuant to a Joinder in substantially the form attached hereto as Exhibit B;

WHEREAS, on the Initial Closing Date, PubCo, OpCo and the Contributing Parties will complete the WaterBridge Combination Transactions (as defined herein), as set forth in Article II of this Agreement; and

WHEREAS, on the IPO Closing Date, the applicable Parties will complete the Corporate Reorganization Transactions (as defined herein), as set forth in Article III of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity.

“Acquired OpCo Interests” has the meaning set forth in Section 3.01(d).

“Affiliate” means, with respect to any relevant Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such relevant Person. The term “control” (including its derivatives and similar terms) of a relevant Person means possessing (whether through beneficial ownership of capital stock or other similar interests, by contract, agreement, or otherwise), directly or indirectly, the power to vote more than 50% of the voting stock or other voting ownership or Equity Interests of any such relevant Person. For purposes of this Agreement, no Party nor any of its Affiliates is an “Affiliate” of any other Party, except that: (a) prior to the Initial Closing, (i) Water JV shall be considered an Affiliate of each Water JV Holder, (ii) WBEF shall be considered an Affiliate of each WBEF Holder, and (iii) Desert shall be considered an Affiliate of Desert Holdings, and (b) from and after the Initial Closing, each Contributed Entity and each of its respective Subsidiaries shall be considered an Affiliate of OpCo and not of any Contributing Party or any of its respective Affiliates, and (c) from and after the IPO Closing, each Contributed Entity and each of its Subsidiaries shall be considered an Affiliate of PubCo and not of any Contributing Party or any of its respective Affiliates. Notwithstanding anything to the contrary, for purposes of this Agreement, (x) no portfolio company of Elda River Capital Management, LLC (or its affiliated funds) shall be considered an Affiliate of Elda River and (y) no portfolio company or other investment of GIC Private Limited (or its affiliated funds) shall be considered an Affiliate of GIC.

“Aggregate Consideration” means, with respect to a particular Contributing Party, the total consideration paid or payable to such Contributing Party pursuant to Article II or Article III, as applicable. In determining the “Aggregate Consideration,” the value of any Equity Interests in PubCo or OpCo issued to a Contributing Party shall be based on the price to the public of the Class A shares as set forth on the front cover of the Final Prospectus and, for the avoidance of doubt, shall not include reductions for any underwriting discounts or commissions or any other fees and expenses incurred by PubCo or the other parties to this Agreement in connection therewith.

“Agreement” has the meaning set forth in the preamble to this Agreement.

“Business” means, (a) with respect to Water JV and its Subsidiaries, the Water JV Business, (b) with respect to WBEF and its Subsidiaries, the WBEF Business, and (c) with respect to Desert and its Subsidiaries, the Desert Business.

“Business Day” means any day (except Saturday or Sunday) on which commercial banks located in Houston, Texas are generally open for business.

“Class A shares” means the Class A common shares representing limited liability interests in PubCo.

“Class B shares” means the Class B common shares representing limited liability interests in PubCo.

“Closing Equity Value” has the meaning set forth in Section 3.02.

“Code” means the Internal Revenue Code of 1986, as amended.

“Continuing Partnership” has the meaning set forth in Section 11.02(a).

“Contracts” means all contracts, subcontracts, leases, bonds, mortgages, licenses, instruments, notes, commitments, undertakings, indentures, joint ventures or other agreements, commitments or legally binding arrangements, whether written or oral.

“Contributed Assets” means, (a) with respect to Water JV and its Subsidiaries, the Water JV Assets, (b) with respect to WBEF and its Subsidiaries, the WBEF Assets, and (c) with respect to Desert and its Subsidiaries, the Desert Assets.

“Contributed Entity” means, (a) with respect to the Water JV Holders, Water JV, (b) with respect to the WBEF Holders, WBEF, (c) with respect to the WB 892 Holders, WB 892, and (d) with respect to Desert Holdings, Desert.

“Contributed Equity Interests” has the meaning set forth in the recitals.

“Contributing Party” means each WB 892 WaterBridge Holder, WBR Holdings, NDB Holdings, DVN JV Holdco, Desert Holdings, Elda River and WB 892, individually, and “Contributing Parties” means all of the foregoing Persons, collectively.

“Corporate Reorganization Transactions” has the meaning set forth in Section 3.01.

“D&O Provisions” has the meaning set forth in Section 14.14(a).

“D&O Tail Policy” has the meaning set forth in Section 14.14(b).

“Desert” has the meaning set forth in the preamble to this Agreement.

“Desert Assets” means all assets of Desert, including those certain non-hazardous oilfield reclamation and solid waste disposal facilities owned and operated by Desert and its Subsidiaries set forth on Exhibit C-1 and assets primarily used or held for use in connection therewith, and any obligations primarily related thereto.

“Desert Business” means the ownership and operation of the Desert Assets as conducted by Desert and its Subsidiaries as of the Execution Date and consistent with past practice in all material respects.

“Desert Credit Agreement” means a certain Credit Agreement, dated October 3, 2024 (as amended, restated, amended and restated, supplemented, refinanced, renewed, replaced, extended or otherwise modified from time-to-time), among Desert, Desert Reclamation LLC, Desert Operating LLC and Safefill Pecos, LLC, as the Guarantors, and Origin Bank, as the lender.

“Desert Contributions” has the meaning set forth in Section 2.01(c)(iii).

“Desert Holdings” has the meaning set forth in the preamble to this Agreement.

“Desert Interests” means all of the issued and outstanding Equity Interests in Desert.

“Disclosure Schedules” means the Disclosure Schedules delivered to all Parties concurrently with the execution and delivery of this Agreement, and with respect to any Party, contains the disclosure set forth opposite or directly beneath such Party’s name on such Disclosure Schedule as is readily apparent on its face.

“DVN JV Holdco” has the meaning set forth in the preamble to this Agreement.

“Elda River” has the meaning set forth in the preamble to this Agreement.

“Elda River Redemption Amount” means an amount equal to (a) the redemption value of the WBEF Series A Preferred Units calculated in accordance with Section 4.02(d)(i) under the Sixth Amended & Restated Limited Liability Agreement of WBEF as if all such WBEF Series A Preferred Units were outstanding as of the IPO Closing Date, less (b) $75,000,000.

“End Date” has the meaning set forth in Section 13.04(b).

“Environmental Law” means any and all applicable Laws relating to pollution or protection of the environment (including natural resources) or human health and safety (with respect to exposure to Hazardous Materials), or the use, storage, emission, disposal or Release of Hazardous Materials, each as in effect as of the date hereof, including any of the following: (a) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.A. §9601 et seq.; (b) the Resource Conservation and Recovery Act, 42 U.S.C.A. §6901 et seq.; (c) the Clean Water Act, 33 U.S.C.A. §1251 et seq.; (d) the Safe Drinking Water Act, 42 U.S.C.A. §300f et seq.; (e) the Clean Air Act, 42 U.S.C.A. §7401 et seq.; and (f) the Toxic Substances Control Act, 15 U.S.C.A. §2601 et seq., as each are amended from time to time, and all analogous state and local Laws.

“Equityholders Agreement” has the meaning set forth in Exhibit J attached hereto.

“Equity Interests” means any (a) corporate stock, shares, partnership interests (whether general or limited), limited liability company interests, membership interests or other equity interests or units, (b) other interest or participation that confers on a Person the right to receive a share of the profits and Losses of, or distribution of assets of, the issuing entity, or the right to vote on or direct the management or affairs of the issuing entity, or (c) subscriptions, calls, warrants, options or commitments of any kind or character relating to, exercisable or exchangeable for, or convertible into, or entitling any Person to purchase or otherwise acquire, any of the foregoing.

“Execution Date” has the meaning set forth in the preamble to this Agreement.

“Final Prospectus” means the final prospectus (as defined in Rule 433 promulgated under the Securities Act) filed by PubCo with the SEC in connection with the Initial Public Offering.

“Financial Statements” has the meaning set forth in Section 6.12(a).

“Five Point Members” means, collectively, WBR Holdings, NDB Holdings and Desert Holdings.

“Fundamental Representations” means (a) with respect to each Contributing Party, those representations and warranties of such Contributing Party set forth in Section 5.01, Section 5.02, Section 5.03(a), Section 5.03(e), Section 5.05 and Section 5.08, (b) with respect to Water JV, WBEF and Desert, those representations and warranties set forth in Section 6.01, Section 6.02, Section 6.03(a), Section 6.05, Section 6.10 and Section 6.11, (c) with respect to the Public Company Group, those representations and warranties set forth in Section 7.01, Section 7.02, Section 7.03(a), Section 7.04, Section 7.05, Section 7.06 and Section 7.07 and (d) with respect to GIC, those representations and warranties of GIC set forth in Section 8.01, Section 8.02, Section 8.03(a), Section 8.03(d), Section 8.04, Section 8.05 and Section 8.08.

“GAAP” means United States generally accepted accounting principles in effect from time to time.

“GIC” has the meaning set forth in the preamble to this Agreement.

“Governmental Authority” means any federal, state, local, tribal or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self‑regulated organization or other non‑governmental regulatory authority or quasi‑governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction, including any tribal authority having or asserting jurisdiction.

“Governmental Authorization” has the meaning set forth in Section 5.03.

“Hazardous Material” means any material, substance or waste that is listed, regulated, or otherwise defined as “hazardous,” “toxic,” or “radioactive,” or as a “pollutant” or “contaminant,” or words of similar intent or meaning, under applicable Environmental Laws, including but not limited to petroleum, petroleum by-products, asbestos or asbestos-containing materials, polychlorinated biphenyls, per- and polyfluoroalkyl substances, flammable or explosive substances, or pesticides.

“Hydrocarbons” means any mixture of gaseous or liquid hydrocarbons, or of hydrocarbons and other gases, whether in a gaseous state, or consisting primarily of methane, oil, condensate, natural gasoline, and all liquid hydrocarbons, or any blend of such.

“Indebtedness” means, without duplication, (a) indebtedness for borrowed money or indebtedness issued or incurred in substitution or exchange for indebtedness for borrowed money, (b) indebtedness evidenced by any note, bond, debenture, mortgage or other debt instrument or debt security, (c) any obligations, contingent or otherwise, under any performance bond or letter of credit or similar facilities (subject to clause (ii) below), (d) obligations under any financing or capital lease arrangements, (e) obligations for purchase price adjustments, under conditional sale or other title retention agreements or for the deferred purchase price of property, assets, services or equity interests (whether contingent or otherwise), including “earn-outs” and “seller notes” (but excluding any trade payables or purchase commitments for capital expenditures arising in the ordinary course of business), (f) the net settlement amount of all obligations under any derivative financial instruments, including interest rate swaps, collars, caps, hedging and other derivative and similar arrangements, (g) guarantees of any of the foregoing described in clauses (a) through (f) above, and (h) for clauses (a) through (g) above, all accrued but unpaid interest, redemption or prepayment premiums or penalties and other fees related to the foregoing thereon, if any. For the avoidance of doubt, Indebtedness shall not include (i) trade payables in the ordinary course of business, (ii) any obligations under any performance bond, letter of credit or similar facility to the extent undrawn or uncalled as of the Initial Closing Date, (iii) any intercompany Indebtedness of any Contributed Entity or its applicable Subsidiary, (iv) any endorsement of negotiable instruments for collection in the ordinary course of business, and (v) any deferred revenue in the ordinary course of business.

“Indemnified Persons” has the meaning set forth in Section 14.14(a).

“Initial Closing” has the meaning set forth in Section 4.01.

“Initial Closing Date” has the meaning set forth in Section 4.01.

“Initial Public Offering” means the first underwritten public offering of Class A shares pursuant to the Registration Statement, with gross proceeds to PubCo of at least $300 million. For purposes of this Agreement, gross proceeds to PubCo shall be determined by multiplying the number of Class A shares to be sold to the public in the Initial Public Offering by the price to the public and, for the avoidance of doubt, shall not include reductions for any underwriting discount or structuring fee or any other fees and expenses incurred by PubCo or the other Parties in connection therewith.

“Insurance Policies” has the meaning set forth in Section 6.15.

“Intended Tax Treatment” has the meaning set forth in Section 11.02(a).

“Interim Balance Sheets” has the meaning set forth in Section 6.12(b).

“IPO Closing” has the meaning set forth in Section 4.03.

“IPO Closing Date” has the meaning set forth in Section 4.03.

“IPO Proceeds” has the meaning set forth in Section 3.01(d).

“Joinder” has the meaning set forth in Section 9.08.

“Knowledge” means with respect to each Party, the actual knowledge (without investigation) of those individuals set forth on Schedule 1.01(a) of such Party’s Disclosure Schedule.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority.

“Leases” means, with respect to each Contributed Entity or any Subsidiary thereof, all leases, subleases, licenses or agreements, pursuant to which such Contributed Entity or Subsidiary has a leasehold interest in Real Property, including all amendments, terminations and modifications thereof, in each case, excluding oil and gas or oil, gas and mineral leases.

“Lien” means any charge, pledge, option, mortgage, deed of trust, hypothecation, lien, collateral assignment, security interest or other encumbrance.

“Lock-Up Agreement” has the meaning set forth in Section 9.06(b).

“Losses” means losses, damages, liabilities, deficiencies, Taxes, Actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable and documented (i) out-of-pocket attorneys’ fees, (ii) charges and disbursements and (iii) costs of enforcing any right to indemnification hereunder or pursuing any insurance providers.

“Made Available” means that a Party has uploaded and made available to all other Parties such information to that certain data room titled “Project Gulfstream” and hosted by Venue by Donnelley Financial Solutions, at least two Business Days prior to the Execution Date.

“Material Adverse Effect” means (a) with respect to any Party, a material adverse effect on the ability of such Party to consummate the transactions provided for herein or to perform its obligations hereunder or (b) with respect to any Person or group of Persons, any event, occurrence, fact, condition, change, development or effect, individually or in the aggregate, that has had a material and adverse effect on the business, assets, financial condition or results of operations of such Person or group of Persons; provided, however, that, with respect to clause (b), a Material Adverse Effect shall not include any event, occurrence, fact, condition, change, development or effect on the business, assets, financial condition or results of operations of such Person or group of Persons to the extent arising or resulting from (i) changes in the oil and natural gas industry to the extent that such changes would have the same general effect on companies engaged in the same lines of business as those conducted by such Person or group of Persons, (ii) changes in general economic conditions (including changes in interest rates or markets for commodities or supplies, including in oil and natural gas, fuel, or water prices), financial or securities markets or political conditions, in each case to the extent that such changes would have the same general effect on companies engaged in the same lines of business as those conducted by such Person or group of Persons, (iii) changes in Laws or standards or interpretations thereof or changes in accounting standards, requirements or principles (including GAAP) to the extent that such changes would have the same general effect on companies engaged in the same lines of business as those conducted by such Person or group of Persons, (iv) the announcement, execution or performance of this Agreement, the consummation of the transactions contemplated hereby, or the Initial Public Offering, (v) any natural disaster or acts of terrorism, sabotage, military action or war (whether or not declared) not directly damaging or impacting such Person or group of Persons, to the extent that such acts have the same general effect on companies engaged in the same lines of business as those conducted by such Person or group of Persons, or (vi) any action required to be taken under any applicable Law to the extent that such action would have the same general effect on companies engaged in the same lines of business as those conducted by such Person or group of Persons or pursuant to the Agreement or the other Transaction Agreements.

“Material Contracts” means, with respect to any Contributed Entity, all of the following Contracts to which such Contributed Entity or any of its Subsidiaries is a party, or, regardless of the respective parties to such Contract, to which such Contributed Entity’s Contributed Assets are bound or otherwise subject to:

(a) each Contract that includes non‑competition restrictions, geographic restrictions, or other similar restrictions on doing business or which otherwise purports to restrict, limit or prohibit the manner in which, or the locations in which, such Contributed Entity (or any of its Affiliates after the Initial Closing) or its Subsidiaries may conduct its business, in each case that will be binding on such Contributed Entity following the IPO Closing;

(b) each Contract (excluding Surface Contracts or Contracts for the sale of skim oil) that constitutes a Produced Water (including recycled Produced Water) sale, transportation, management, services, redelivery, reuse, gathering, handling, treating, disposal, supply, water handling or similar Contract that would reasonably be expected to result in revenues received by such Contributed Entity or its applicable Subsidiary in excess of $25,000,000 in the 12-month period following July 1, 2025;

(c) each Contract (other than a Permit or Surface Contract) with any Governmental Authority relating to the ownership or operation of any such Contributed Assets;

(d) each Contract involving any resolution or settlement of any Action that would reasonably be expected to require non-de minimis expenditures by such Contributed Entity or any of its Subsidiaries or impose non-de minimis obligations or restrictions with respect to any Contributed Asset (and excluding, for the avoidance of doubt, any ongoing monitoring or reporting obligations), in each case following the Execution Date;

(e) each Contract which includes provisions for hedging, price risk management or other such financial arrangements or transactions, which will affect or burden any such Contributed Assets or such Contributed Entity, any of its Subsidiaries or any of its other Affiliates after Initial Closing; (f) each Contract (other than those disclosed pursuant to paragraph (b) of this definition) that would reasonably be expected to involve expenditures by such Contributed Entity or its applicable Subsidiary in excess of $25,000,000 in the 12-month period following July 1, 2025;

(g) each Contract that provides for the sale, exchange or transfer of any of such Contributed Entity’s (or any of its Subsidiaries’) interest in its Contributed Assets (other than this Agreement and any agreement for the sale of fresh or produced water or skim oil entered into in the ordinary course of Business) following the Execution Date or grants to any Person a right of first refusal, a right of first offer or a right to purchase any such Contributed Assets;

(h) each Contract that is an indenture, mortgage, loan, credit lien, sale‑leaseback, guaranty, bond, letter of credit or similar Contract, or any Contract providing for a financing or capital lease arrangement;

(i) each Contract that constitutes a partnership agreement, joint venture agreement, joint operating agreement or similar Contract;

(j) all Contracts (other than this Agreement and any agreement or instrument entered into pursuant to this Agreement) between or among a Contributed Entity or any of its Subsidiaries, on the one hand, and either (A) a Contributing Party or any of its Affiliates (other than such Contributed Entity or any of its Subsidiaries) or (B) a current or former officer or director of a Contributed Entity or any of its Subsidiaries, on the other hand;

(k) solely with respect to Desert, the top twenty (20) customer Contracts of Desert and its Subsidiaries based on revenue for the six-month period ended June 30, 2025;

(l) each Contract for the sale of skim oil that would reasonably be expected to result in revenues received by such Contributed Entity or its applicable Subsidiary in excess of $25,000,000 in the 12-month period following July 1, 2025; and

(m) each other Contract in effect as of the Execution Date that is filed as an exhibit to the Registration Statement.

“NDB Holdings” has the meaning set forth in the preamble to this Agreement.

“NDB Operating” means WaterBridge NDB Operating LLC.

“NDB WBI Interests” has the meaning set forth in the recitals of this Agreement.

“NYSE” means the New York Stock Exchange.

“OpCo” has the meaning set forth in the recitals of this Agreement.

“OpCo A&R LLCA” has the meaning set forth in Section 3.01(e).

“OpCo Formation Date” has the meaning set forth in Section 9.08.

“OpCo Interest” has the meaning set forth in Section 2.01(c)(i).

“OpCo Recapitalization” has the meaning set forth in Section 3.01(e).

“OpCo Units” has the meaning set forth in Section 3.01(e).

“Organizational Documents” means, with respect to any Person that is not a natural Person, the articles or certificate of incorporation, formation or limited partnership, as applicable, bylaws, limited partnership agreement, partnership agreement or limited liability company agreement, as applicable, or other governing or organizational documents of such Person.

“Outside Date” has the meaning set forth in Section 13.01(a)(ii).

“Parties” has the meaning set forth in the preamble to this Agreement.

“Party” has the meaning set forth in the preamble to this Agreement.

“Permits” means, with respect to a Contributed Entity or its Subsidiaries, any material permit, license, permission, grant or other similar authorization issued by, or required to be issued by, any Governmental Authority with respect to the ownership or operation by such Contributed Entity (or Subsidiary thereof) of any of its Contributed Assets.

“Permitted Liens” means (a) any Lien for Taxes or assessments (i) for which payment is not yet due or delinquent or (ii) being contested in good faith by appropriate proceedings and identified on the applicable Party’s Disclosure Schedule, provided that adequate reserves for Taxes described in this clause (ii) have been established in accordance with GAAP (which, for the avoidance of doubt, such reserves shall only be required in respect of those items described in this clause (ii) and not in respect of other items in this definition of “Permitted Liens”), (b) any statutory Lien arising in the ordinary course of business by operation of Law with respect to a liability (i) that is not yet due or delinquent or (ii) which is being contested in good faith by appropriate proceedings, (c) all Liens and encumbrances that are released or discharged on or prior to the Initial Closing Date or the IPO Closing Date (as applicable), (d) all Liens encumbering the landowner’s interest underlying an easement that is not in default or in a foreclosure proceeding; (e) all rights vested in or reserved to any Governmental Authority to regulate any of the applicable Contributed Assets, to terminate any rights, power, franchise, license, or permit afforded by such Governmental Authority, or to purchase, condemn, or expropriate any of the applicable Contributed Assets, (f) all rights to consent by, required notices to, filings with, or other actions by any Governmental Authority, where the same are customarily obtained subsequent to the assignment, disposition or transfer of any of the applicable Contributed Assets, (g) preferential rights to purchase and required Third Party consents to assignment and similar agreements, in each case that are disclosed on Section 5.04(a) or Section 5.04(b) of the applicable Party’s Disclosure Schedule, as applicable, and (i) for which the applicable consent or waiver has been obtained prior to the Initial Closing Date or the IPO Closing Date (as applicable) or (ii) that are not triggered by the transactions contemplated in the Transaction Agreements, (h) easements, rights‑of‑way, servitudes, permits, surface leases and other rights in respect of surface operations on or over any of the applicable Contributed Assets to the extent the same do not materially interfere with the ownership or use of the applicable Contributed Assets as currently owned and operated, (i) the terms and conditions (including Liens arising thereunder in respect of any obligations that are not yet due or delinquent) of the Material Contracts to the extent the same do not materially interfere with the ownership or use of the applicable Contributed Assets as currently owned and operated, and (j) other imperfections of title or encumbrances, if any, that do not interfere in any material respect with the value, use or ownership of the applicable Contributed Assets as currently owned and operated.

“Person” means any individual or corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

“Pipelines” means, with respect to a Contributed Entity (or its Subsidiaries), all Produced Water gathering and transportation pipelines owned and operated by such Contributed Entity (or a Subsidiary thereof).

“Pre-Transaction Claims” has the meaning set forth in Section 9.10.

“Pre-Transaction Matters” has the meaning set forth in Section 9.10.

“Preferential Purchase Right” means any (a) preferential purchase rights, rights of first refusal or similar rights or (b) rights of first offer, tag‑along rights, drag‑along rights or other similar rights.

“Private Placement” means a private placement of Class A shares by PubCo that would be consummated substantially concurrently with, and contingent upon, the IPO Closing.

“Produced Water” means water, brine, saltwater, frac flowback water and associated incidental Hydrocarbons from oil and natural gas exploration and production activities.

“PubCo” or “WaterBridge” has the meaning set forth in the preamble to this Agreement.

“PubCo A&R LLCA” has the meaning set forth in Section 3.01(a).

“Public Company Group” has the meaning set forth in Article VII.

“Public Company Group Member” has the meaning set forth in Article VII.

“Purchased Class B shares” has the meaning set forth in Section 3.01(c).

“Real Property” means, with respect to a Contributed Entity or any Subsidiary thereof, any fee, easement, license, servitude, or leasehold estates in real property and all surface rights appurtenant thereto of such Contributed Entity or any Subsidiary thereof, together with the interests of such Contributed Entity or Subsidiary in all buildings, facilities, fixtures and other improvements located thereon and all appurtenances thereto and any surface right leases or agreements for the use or occupancy by such Contributed Entity or Subsidiary of land above, on, or below the surface for any purpose or for the injection by the Contributed Entity or Subsidiary of products into the ground or removal of products from the ground (including all Surface Contracts), in each case, excluding oil, gas or other mineral interests, whether in fee or leasehold.

“Recycling Facilities” means any facilities and equipment intended to transport, store and/or treat Produced Water (and/or blend Produced Water with fresh or brackish water), in each case, for the purpose of making such Produced Water or blended water available to customers for use or reuse, including ponds and co-located pipelines, aeration and/or chemical treating facilities and related infrastructure, as applicable.

“Registration Rights Agreement” has the meaning set forth in Section 4.02(a)(i).

“Registration Statement” means the Registration Statement on Form S-1 (No. 333-289823) (including the prospectus included therein and the exhibits thereto), filed by PubCo in connection with the Initial Public Offering, as amended from time to time.

“Registration Statement Draft” means the Registration Statement as amended as of September 8, 2025.

“Release” means any release, spill, emission, leaking, pumping, depositing, pouring, placing, discarding, abandoning, emptying, seeping, escaping, leaching, dumping, injection, disposal or discharge into the environment.

“Released Parties” has the meaning set forth in Section 9.10.

“Released Securities” has the meaning set forth in Section 9.06(b).

“Releasing Parties” has the meaning set forth in Section 9.10.

“Representatives” means the representatives of the Underwriters named in the Registration Statement.

“Rescission Event” has the meaning set forth in Section 13.04(b).

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Shareholders’ Agreement” has the meaning set forth in Section 4.02(a)(ii).

“Subsidiary” means, with respect to any Person, any other Person of which a majority of the outstanding shares or other Equity Interests having the power to vote for directors or comparable managers are owned, directly or indirectly, by the first Person.

“Subsidiary Equity Interests” has the meaning set forth in Section 6.05(b).

“Surface Contracts” means, with respect to any Contributed Entity or any Subsidiary thereof, all easements, permits, licenses, servitudes, rights‑of‑way, Leases, and other surface rights appurtenant to, and used or held for use by such Contributed Entity or Subsidiary in connection with, the Contributed Assets.

“Supermajority Interest” means Parties holding (or entitled to receive) at least 70% of the total OpCo Interests to be issued to the Parties to this Agreement prior to the IPO Closing; provided that, such Parties must include each of DVN JV Holdco and GIC.

“SWD Well” means, with respect to a Contributed Entity or any Subsidiary thereof, each Produced Water disposal well owned and operated by such Contributed Entity or Subsidiary.

“Tax” means any U.S. federal, state, local or non-U.S. taxes, levies, fees, imposts, assessments, duties and charges of whatever kind in the nature of a tax (including any interest, penalties, or additions attributable thereto, imposed in connection therewith or imposed with respect thereto), including, without limitation, taxes imposed on, or measured by, net or gross income, alternative minimum, accumulated earnings, personal holding company, franchise, capital stock, net worth, capital gains, profits, windfall profits, gross receipts, business, securities transaction, value added, sales, use, severance, production, environmental, excise, custom, transfer, registration, stamp, premium, real property, personal property, ad valorem, intangibles, occupancy, license, occupational, employment, unemployment, social security, disability, workers’ compensation, payroll, withholding, estimated and recording.

“Tax Receivable Agreement” has the meaning set forth in Section 4.02(a)(iii).

“Tax Return” means any return, report, declaration, form, claim for refund or information return or statement, including any schedule or related or supporting information, filed or required to be filed in connection with the determination, assessment or collection of any Tax, including any attachment, amendment, or supplement thereto.

“Terminated Agreements” has the meaning set forth in Section 9.12.

“Termination Agreement” has the meaning set forth in Section 9.12.

“Third Party” means any Person other than a Party or an Affiliate of a Party.

“Transaction Agreements” means, collectively, this Agreement, the OpCo A&R LLCA, the PubCo A&R LLCA, the Registration Rights Agreement, the Shareholders’ Agreement, the Tax Receivable Agreement, the WB 892 Merger Agreement, the Lock-Up Agreements and any of the certificates, agreements, documents or instruments delivered pursuant to Section 4.02.

“Transaction Expenses” means, in respect of each Contributed Entity or other applicable Party, all reasonable and documented out-of-pocket fees and expenses (other than Taxes) incurred (or estimated to be incurred, as the case may be) by such Person or its Affiliates, in connection with the preparation, negotiation and execution of this Agreement and the Transaction Agreements, and the performance and consummation of the transactions contemplated hereby and thereby to occur at the Initial Closing or the IPO Closing, as the case may be or otherwise relating to the IPO.

“Transfer Taxes” has the meaning set forth in Section 11.01.

“Underwriters” means the underwriters named in the Registration Statement.

“Underwriters’ Option” means the option, at the election of the Underwriters, to purchase additional Class A shares pursuant to the Underwriting Agreement.

“Underwriting Agreement” means the underwriting agreement to be entered into by PubCo with the Representatives in connection with the Initial Public Offering and pursuant to which PubCo shall agree to issue and sell (a) a certain number of Class A shares to the Underwriters at the price set forth therein plus, (b) at the election of the Underwriters, up to a certain number of additional Class A shares pursuant to the Underwriters’ Option.

“Water JV” has the meaning set forth in the preamble to this Agreement.

“Water JV Assets” means all assets of Water JV, including those certain Produced Water midstream assets owned and operated by NDB Holdings and its Subsidiaries set forth on Exhibit C-2, and assets primarily used or held for use in connection therewith, and any obligations primarily related thereto.

“Water JV Business” means the ownership and operation of the Water JV Assets as conducted by Water JV and its Subsidiaries as of the Execution Date and consistent with past practice in all material respects.

“Water JV Holder” means each of DVN JV Holdco and NDB Holdings, individually.

“Water JV Interests” means all of the issued and outstanding Equity Interests in Water JV.

“WaterBridge II” has the meaning set forth in the preamble to this Agreement.

“WaterBridge Co-Invest” has the meaning set forth in the preamble to this Agreement.

“WaterBridge Co-Invest II” has the meaning set forth in the preamble to this Agreement.

“WaterBridge Combination Transactions” has the meaning set forth in Section 2.01.

“WaterBridge Holdings” has the meaning set forth in Section 9.02(a).

“WaterBridge Resources” has the meaning set forth in the preamble to this Agreement.

“WB 892” has the meaning set forth in the preamble to this Agreement.

“WB 892 Contributions” has the meaning set forth in Section 2.01(a).

“WB 892 Holder” means each WB 892 WaterBridge Holder and GIC.

“WB 892 WaterBridge Holder” means each of WaterBridge Resources, WaterBridge Co-Invest, WaterBridge Co-Invest II and WaterBridge II, individually.

“WB 892 Interests” means all of the issued and outstanding Equity Interests in WB 892.

“WB 892 Merger” has the meaning set forth in Section 2.01(d).

“WB 892 Merger Agreement” has the meaning set forth in Section 2.01(d).

“WBEF” has the meaning set forth in the preamble to this Agreement.

“WBEF Assets” means all assets of WBEF, including those certain Produced Water midstream assets owned and operated by WBEF and its Subsidiaries set forth on Exhibit C-3, and assets primarily used or held for use in connection therewith, and any obligation primarily related thereto.

“WBEF Business” means the ownership and operation of the WBEF Assets as conducted by WBEF and its Subsidiaries as of the Execution Date and consistent with past practice in all material respects.

“WBEF Contributions” has the meaning set forth in Section 2.01(b).

“WBEF Holder” means each of WaterBridge Resources, WaterBridge Co-Invest, WaterBridge Co-Invest II, WB 892, WaterBridge II and Elda River.

“WBEF Interests” means all of the issued and outstanding Equity Interests of WBEF.

“WBEF Series A Preferred Units” means the Series A Preferred Units representing limited liability company interests in WBEF.

“WBEF Series B Preferred Units” means the Series B Preferred Units representing limited liability company interests in WBEF.

“WBR Holdings” has the meaning set forth in the preamble to this Agreement.

“WBR Holdings Interest” has the meaning set forth in Section 2.01(a).

“WBR Holdings Reorganization” has the meaning set forth in Section 2.01(b).

(a) Effective as of the Initial Closing Date, the WB 892 WaterBridge Holders hereby contribute to WBR Holdings their respective WB 892 Interests, free and clear of all Liens (other than restrictions on transfer (A) that may be imposed by applicable securities Laws or (B) that are set forth in the Organizational Documents of WB 892), in exchange for the issuance to such WB 892 WaterBridge Holders of newly issued limited liability company interests in WBR Holdings (each such interest, a “WBR Holdings Interest”), which are hereby allocated among such WB 892 WaterBridge Holders as set forth herein. Effective as of the Initial Closing Date, WB 892 WaterBridge Holders are hereby admitted as members of WBR Holdings with respect to such WBR Holdings Interests, and WBR Holdings is hereby admitted as a member of WB 892 (collectively, the “WB 892 Contributions”).

(b) Effective as of the Initial Closing Date, the WBEF Holders, other than WB 892 and Elda River, hereby contribute to WBR Holdings their respective WBEF Interests, free and clear of all Liens (other than restrictions on transfer (A) that may be imposed by applicable securities Laws or (B) that are set forth in the Organizational Documents of WBEF), in exchange for the issuance to such WBEF Holders of newly issued WBR Holdings Interests, which shall be allocated among such WBEF Holders as set forth herein. Effective as of the Initial Closing Date, WBEF Holders are hereby admitted as members of WBR Holdings with respect to such WBR Holdings Interests, and WBR Holdings is hereby admitted as a member of WBEF (collectively, the “WBEF Contributions” and, together with the WB 892 Contributions, the “WBR Holdings Reorganization”).

(c) Immediately following the consummation of the WBR Holdings Reorganization:

(i) (A) Each of WB 892 and WBR Holdings shall contribute to OpCo all of its right, title and interest in and to the WBEF Interests, free and clear of all Liens (other than restrictions on transfer (1) that may be imposed by applicable securities Laws or (2) that are set forth in the Organizational Documents of WBEF), in exchange for the issuance to WB 892 and WBR Holdings of newly issued limited liability company interests in OpCo (any such limited liability company interest, an “OpCo Interest” and collectively, the “OpCo Interests”), which shall be allocated between WB 892 and WBR Holdings as set forth herein, and (B) Elda River shall contribute to OpCo all of its right, title and interest in and to the WBEF Series A Preferred Units, free and clear of all Liens (other than restrictions on transfer (1) that may be imposed by applicable securities Laws or (2) that are set forth in the Organizational Documents of WBEF), in exchange for the issuance to Elda River of newly issued OpCo Interests and payment of any accrued and unpaid distributions on such WBEF Series A Preferred Units (“Unpaid Series A Distributions”). Concurrently with the contributions contemplated by this Section 2.01(c)(i), OpCo shall be admitted as the sole member of WBEF and shall directly own all of the WBEF Interests, and immediately following the admission of OpCo as a substitute member of WBEF, each of WB 892, WBR Holdings and Elda River shall cease to be a member of WBEF and WBEF shall continue without dissolution.

(ii) Contemporaneously with the transactions contemplated in Section 2.01(c)(i), (A) DVN JV Holdco shall contribute to OpCo all of its right, title and interest in and to the Water JV Interests, free and clear of all Liens (other than restrictions on transfer (1) that may be imposed by applicable securities Laws or (2) that are set forth in the Organizational Documents of Water JV), in exchange for the issuance to DVN JV Holdco of newly issued OpCo Interests and (B) NDB Holdings shall contribute to OpCo all of its right, title and interest in and to the Water JV Interests, free and clear of all Liens (other than restrictions on transfer (1) that may be imposed by applicable securities Laws or (2) that are set forth in the Organizational Documents of Water JV), in exchange for the issuance to NDB Holdings of newly issued OpCo Interests. Concurrently with the contributions contemplated by the preceding sentences in this Section 2.01(c)(ii), OpCo shall be admitted as the sole member of Water JV, OpCo shall directly own all of the Water JV Interests, and immediately following the admission of OpCo as a substitute member of Water JV, each of DVN JV Holdco and NDB Holdings shall cease to be a member of Water JV and Water JV shall continue without dissolution.

(iii) Contemporaneously with the transactions contemplated in Section 2.01(c)(i) and Section 2.01(c)(ii), Desert Holdings shall contribute to OpCo all of its right, title and interest in and to the Desert Interests, free and clear of all Liens (other than restrictions on transfer (A) that may be imposed by applicable securities Laws or (B) that are set forth in the Organizational Documents of Desert) (collectively, the “Desert Contributions”), in exchange for the issuance to Desert Holdings of newly issued OpCo Interests. Concurrently with the Desert Contributions contemplated by this Section 2.01(c)(iii), OpCo shall be admitted as the sole member of Desert, OpCo shall directly own all of the Desert Interests, and immediately following the admission of OpCo as a substitute member of Desert, Desert Holdings shall cease to be a member of Desert and Desert shall continue without dissolution.

(iv) Concurrently with the issuance by OpCo of the OpCo Interests to each of WB 892, WBR Holdings, Elda River, the Water JV Holders and Desert Holdings pursuant to this Section 2.01(c), each of WB 892, WBR Holdings, Elda River, the Water JV Holders and Desert Holdings shall be admitted as a member of OpCo, and the OpCo Interests issued to each such Party shall be duly authorized and validly issued in exchange for the consideration specified herein.

(b) Contemporaneously with the closing of the first sale of Class A shares in the Initial Public Offering pursuant to the Underwriting Agreement, PubCo shall issue Class A shares to the Underwriters in the manner and for the consideration set forth in the Underwriting Agreement and, in exchange therefor, the investors in the Initial Public Offering, through the Underwriters, shall contribute the net proceeds of the Initial Public Offering to PubCo.

(c) Contemporaneously with the transactions contemplated in Section 3.01(b), PubCo shall issue to each of WBR Holdings, NDB Holdings, Desert Holdings, DVN JV Holdco and Elda River a number of Class B shares equal to the number of OpCo Units (as defined herein) held by each such Party (such Party’s “Purchased Class B shares”) after giving effect to the foregoing transactions and the transactions set forth in Section 3.01(d) and Section 3.01(e) below and, in consideration for such issuance, each of WBR Holdings, NDB Holdings, Desert Holdings, DVN JV Holdco and Elda River shall contribute to PubCo an amount equal to (i) $0.001 per Class B share multiplied by (ii) the number of Purchased Class B shares issued to such Party.

(d) PubCo shall use the net proceeds received by it in the Initial Public Offering (the “IPO Proceeds”) in accordance with the “Use of Proceeds” section of the Registration Statement Draft (other than changes to amounts or that are incidental to the inclusion of a price range or the public offering price and size of the Initial Public Offering as set forth in the Final Prospectus), including to, among other things: (i) pay expenses associated with the Initial Public Offering; (ii) purchase a portion of the OpCo Interests held by Elda River in an amount equal to the Elda River Redemption Amount (the “Acquired OpCo Interests”); and (iii) contribute all of the remaining IPO Proceeds to OpCo in exchange for (A) the issuance by OpCo to PubCo of a number of OpCo Units equal to (1) the number of Class A shares issued and sold by PubCo to the Underwriters in connection with the IPO Closing less (2) the number of OpCo Units to be received by PubCo in the OpCo Recapitalization (as defined herein) in respect of the Acquired OpCo Interests and (B) the admission of PubCo as the sole managing member of OpCo.

(e) Concurrently with the transactions contemplated in Section 3.01(d)(iii), (i) PubCo, WBR Holdings, NDB Holdings, Desert Holdings, DVN JV Holdco and Elda River shall cause the initial limited liability company agreement of OpCo to be amended and restated in substantially the form attached hereto as Exhibit E (the “OpCo A&R LLCA”) and, in connection therewith, the OpCo Interests shall be recapitalized into a single class of common units representing limited liability company interests in OpCo (the “OpCo Units”) having the respective rights and obligations as provided in the OpCo A&R LLCA; (ii) each of PubCo, WBR Holdings, NDB Holdings, Desert Holdings, DVN JV Holdco and Elda River (in the case of Elda River, at the ER Adjustment Issuance Price (as defined below) as contemplated by Exhibit D) shall be issued OpCo Units in respect of their respective OpCo Interests (the “OpCo Recapitalization”); and (iii) PubCo shall be designated as the “managing member” of OpCo pursuant to the OpCo A&R LLCA.

(f) Following the completion of the contribution contemplated by Section 3.01(d)(iii), OpCo (i) shall use all or a portion of the proceeds of such contributions to repay certain of its outstanding indebtedness and (ii) retain a portion of the proceeds of such contributions for general company purposes, in either case, in accordance with the “Use of Proceeds” section of the Registration Statement Draft (other than changes to amounts or that are incidental to the inclusion of a price range or the public offering price and size of the Initial Public Offering as set forth in the Final Prospectus).

(g) If the Underwriters exercise the Underwriters’ Option, in whole or in part (whether at the IPO Closing or thereafter), PubCo shall contribute to OpCo the net proceeds received by it pursuant to such exercise of the Underwriters’ Option in exchange for the issuance by OpCo to PubCo of a number of OpCo Units equal to the number of Class A shares issued and sold by PubCo to the Underwriters in connection with the closing of such Underwriters’ Option. Immediately following such contribution, OpCo shall either (i) use all or a portion of such additional net proceeds to repay certain of its outstanding indebtedness and/or (ii) retain all or a portion of such additional net proceeds for general company purposes, in each case in accordance with the “Use of Proceeds” section of the Registration Statement Draft (and as may be updated in the Final Prospectus as a result of the final public offering price and size of the Initial Public Offering).

(vi) in the case of WB 892, WBR Holdings, NDB Holdings, Desert Holdings, DVN JV Holdco and Elda River, a counterpart of an instrument of transfer, as required under any applicable Law or the applicable Organizational Documents, in order to cause the valid transfer of the applicable Contributed Equity Interests held by such Person, in substantially the form attached hereto as Exhibit G; and

(vii) in the case of WBR Holdings, GIC, NDB Holdings and WB 892, a counterpart of the WB 892 Merger Agreement duly executed by such Person;

(viii) in the case of WBR Holdings, GIC and NDB Holdings, a counterpart of the PubCo A&R LLCA, duly executed by an authorized representative of such Person;

(ix) a copy of any lender consent, and/or amendment to any Indebtedness that is required by the transactions contemplated by this Agreement or contemplated in connection with the Initial Public Offering, including the lender consent under the Desert Credit Agreement and any amendment described in the Registration Statement, in each case, in form and substance reasonably satisfactory to DVN JV Holdco; and

(x) all other documents and instruments reasonably requested by PubCo or OpCo that are necessary to consummate the transactions contemplated to be consummated at the Initial Closing or at the IPO Closing.

(b) At the Initial Closing or the IPO Closing, as applicable, OpCo shall deliver the following:

(i) to each applicable Person party thereto, a counterpart to the OpCo A&R LLCA, duly executed by an authorized representative of OpCo;

(ii) to each Contributing Party, a certificate of good standing in respect of OpCo from the Secretary of State of the state of Delaware;

(iii) a counterpart of an instrument of transfer, as required under any applicable Law or the applicable Organizational Documents, in order to cause the valid transfer to OpCo of the applicable Contributed Equity Interests held by the counterparty thereto, in accordance with the transactions set forth in Section 2.01(c), in substantially the form attached hereto as Exhibit G;

(iv) all other documents and instruments reasonably requested by PubCo that are necessary to consummate the transactions contemplated to be consummated at the Initial Closing or at the IPO Closing;

(v) to each applicable Person party thereto, a counterpart to the Tax Receivable Agreement, duly executed by an authorized representative of OpCo; and

(vi) evidence of the termination of the Terminated Agreements if required pursuant to the terms thereof.

(c) At the Initial Closing or the IPO Closing, as applicable, PubCo shall deliver the following:

(a) Section 5.04(a) of such Contributing Party’s Disclosure Schedule sets forth each consent, approval, clearance, exemption, waiver, order and authorization of, or registration, declaration or filing that any such Contributing Party is required to obtain from any Person in connection with the consummation of the transactions contemplated by this Agreement, the failure of which to obtain (i) would result in the transfer or contribution to OpCo of any of such Contributing Party’s Contributed Equity Interests being null and void or voidable, (ii) would result in OpCo or a Contributed Entity (or any of its Subsidiaries) being required to (A) bear any expenses, including the payment of any penalty or other amount to any Person or (B) undertake any action outside of the ordinary course of business or (iii) would otherwise result in such Contributing Party’s interest in any portion of its Contributed Equity Interests being reduced, terminated or terminable in any material respect.

(b) Except as set forth on Section 5.04(b) of such Contributing Party’s Disclosure Schedule, there are no Preferential Purchase Rights existing with respect to any of the Contributed Entity’s respective Contributed Equity Interests or that are applicable in connection with the execution by the Contributing Party of any of the Transaction Agreements or the consummation of any of the transactions contemplated thereby.

(a) All material Tax Returns required by applicable Law to be filed with respect to such Contributing Party’s Contributed Equity Interests have been duly and timely filed, and all such Tax Returns are true, correct and complete in all material respects.

(b) All material Taxes due and payable with respect to such Contributing Party’s Contributed Equity Interests (regardless of whether shown on any Tax Return) have been paid in full.

(c) There is no action, suit, proceeding, investigation, audit or claim now pending against, or with respect to, such Contributing Party’s Contributed Equity Interests in respect of any material Tax or material Tax assessment, nor has any claim for additional material Tax or material Tax assessment been asserted in writing by any Governmental Authority.

(d) No written claim has been made by any Governmental Authority in a jurisdiction where a Tax Return is not currently filed with respect to such Contributing Party’s Contributed Equity Interests indicating that it is or may be subject to any material Tax in such jurisdiction, nor has any such assertion been threatened or proposed in writing.

(e) Such Contributing Party has no outstanding request for any extension of time within which to pay any material Taxes or file any Tax Returns with respect to such Contributing Party’s Contributed Equity Interests.

(f) There has been no waiver or extension of any applicable statute of limitations for the assessment or collection of any material Taxes with respect to such Contributing Party’s Contributed Equity Interests.

(g) Such Contributing Party is not a “foreign person” within the meaning of Section 1445 of the Code.

(h) There are no Tax Liens on such Contributing Party’s Contributed Equity Interests except for Permitted Liens.

(i) For each Contributing Party that is a partnership, limited liability company, grantor trust or Subchapter S corporation under the Code, (i) for the period that the Contributing Party owns Equity Interests in WBR Holdings or OpCo, at no time during such period will “substantially all” (within the meaning of Treasury Regulation Section 1.7704-1(h)(3)) of the value of any beneficial owner’s interest in such Contributing Party be attributable to the Contributing Party’s ownership (direct or indirect) of such Equity Interests; and (ii) the applicable Contributing Party does not have, in acquiring such Equity Interests, a principal purpose of permitting WBR Holdings or OpCo to satisfy the 100 partner limitation in Treasury Regulation Section 1.7704-1(h)(1), and, to the best of such Contributing Party’s knowledge, no owner of a beneficial interest in such Contributing Party has such a principal purpose.

Except as set forth on such Contributed Entity’s Disclosure Schedule, NDB Holdings on behalf of Water JV, WaterBridge Resources and WaterBridge II on behalf of WBEF and Desert Holdings on behalf of Desert, represents and warrants to the other Parties that each statement contained in this Article VI is true and correct as of each of the Initial Closing Date and the IPO Closing Date.

(a) In the case of WBEF, the Contributed Equity Interests in respect of WBEF constitute all of the issued and outstanding Equity Interests in WBEF. In the case of Water JV, the Contributed Equity Interests in respect of Water JV constitute all of the issued and outstanding Equity Interests in Water JV. In the case of Desert, the Contributed Equity Interests in respect of Desert constitute all of the issued and outstanding Equity Interests in Desert. Such Contributed Equity Interests have been duly authorized and are validly issued. Upon consummation of the transactions contemplated by this Agreement, OpCo will be the sole legal, beneficial, record and equitable owner of, and have good and valid title to, such Contributed Equity Interests, free and clear of all Liens (other than restrictions on transfer (i) that may be imposed by applicable securities Laws or (ii) that are set forth in the Organizational Documents of the applicable Contributed Entity).

(b) Section 6.05(b) of such Contributed Entity’s Disclosure Schedule sets forth the Equity Interests owned, directly and indirectly, by such Contributed Entity (the “Subsidiary Equity Interests”). Such Contributed Entity or its applicable Subsidiary is the sole, legal, beneficial, record and equitable owner of, and has good and valid title to such Subsidiary Equity Interests, free and clear of all Liens (other than restrictions on transfer (i) that may be imposed by applicable securities Laws or (ii) that are set forth in the Organizational Documents of the applicable Subsidiary). The Subsidiary Equity Interests constitute 100% of the total issued and outstanding Equity Interests in the applicable Subsidiary. The Subsidiary Equity Interests have been duly authorized and are validly issued.

(c) Except as set forth in the Transaction Agreements or as set forth on Section 6.05(c) of such Contributed Entity’s Disclosure Schedule, there are no (i) pre‑emptive, authorized or other outstanding rights (contingent or otherwise), options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, preferential purchase rights, agreements, arrangements, calls, subscription agreements, rights of first offer, rights of first refusal, tag along rights, drag along rights, subscription rights, conversion rights, exchange rights, or commitments or other rights of any kind or character relating to any Equity Interests (including the Contributed Equity Interests and Subsidiary Equity Interests) in such Contributed Entity or any of its Subsidiaries or entitling any Person to purchase or otherwise acquire any Equity Interests (including the Contributed Equity Interests and Subsidiary Equity Interests) in such Contributed Entity or any of its Subsidiaries or obligating such Party or any of its Affiliates to sell, convey, transfer, assign, dispose or issue any Equity Interests (including the Contributed Equity Interests), or any other interest, in such Contributed Entity or any of its Subsidiaries; (ii) shareholders’ agreements, voting trusts, proxies or other agreements, instruments or understandings with respect to the purchase, sale, transfer or voting of any Equity Interests (including the Contributed Equity Interests or the Subsidiary Equity Interests) of such Contributed Entity or any of its Subsidiaries; or (iii) Contracts under which such Contributed Entity or any of its Subsidiaries is obligated to repurchase, redeem, retire or otherwise acquire any Equity Interest (including the Contributed Equity Interests and the Subsidiary Equity Interests) in such Contributed Entity or any of its Subsidiaries.

(a) The financial statements of WBEF, NDB Operating and Desert included in the Registration Statement Draft, including all related notes and schedules related thereto (the “Financial Statements”), fairly present in all material respects the consolidated financial position of each such Person and its applicable consolidated Subsidiaries as of the respective balance sheet dates and the consolidated results of operations, changes in members’ equity and cash flows of each such Person and its applicable consolidated Subsidiaries for the periods indicated (in the case of interim financial statements, subject to normal year-end adjustments), and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except, in the case of interim financial statements, for normal and recurring year-end adjustments).

(b) Except as set forth in Section 6.12(b) of such Contributed Entity’s Disclosure Schedules, the Contributed Entities do not have any (i) Indebtedness of the types described in clauses (a) or (b) of the definition of “Indebtedness” or (ii) any other Indebtedness that is not reflected in the unaudited financial statements consisting of the consolidated unaudited balance sheets of such Contributed Entity covering the most recent quarterly period of such Contributed Entity and included in the Registration Statement Draft (the “Interim Balance Sheets”).

(c) Except as set forth in Section 6.12(c) of such Contributed Entity’s Disclosure Schedule or included in the Registration Statement Draft, such Contributed Entity has no liabilities, debts, or obligations of a type required to be disclosed on a balance sheet prepared in accordance with GAAP, except for liabilities, debts, or obligations (i) which have been incurred in the ordinary course of business and which would not reasonably be expected to have a material adverse effect on the financial condition of such Contributed Entity and its Subsidiaries, taken as a whole, (ii) arising under this Agreement or any of the other Transaction Agreements, or (iii) that are adequately reflected or reserved against in the Interim Balance Sheets.

(a) All income and other material Tax Returns required to be filed by such Contributed Entity (or its applicable Subsidiary) or otherwise related to the Contributed Assets of such Contributed Entity have been duly and timely filed, and such Tax Returns are true, correct, and complete in all material respects.

(b) All income and other material Taxes owed by such Contributed Entity or any Subsidiary thereof or otherwise related to the Contributed Assets of such Contributed Entity that have become due and payable have been properly and timely paid in full in accordance with applicable Law.

(c) All withholding Tax requirements imposed on or with respect to such Contributed Entity or any Subsidiary thereof or otherwise related to the Contributed Assets of such Contributed Entity have been satisfied in full in all respects.

(d) There are not currently in effect any extensions or waivers of any statute of limitations of any jurisdiction regarding the assessment or collection of any Taxes of such Contributed Entity or any Subsidiary thereof or otherwise related to the Contributed Assets of such Contributed Entity and no request for such waiver or extension is pending.

(e) There is no Tax sharing, Tax allocation, Tax indemnity or similar agreement or arrangement that would be binding on OpCo following the Initial Closing Date or IPO Closing Date, as applicable, with respect to such Contributed Entity or any Subsidiary thereof or otherwise related to the Contributed Assets of such Contributed Entity (excluding, for the avoidance of doubt, any customary provisions contained in commercial agreements or contracts that are not primarily related to Taxes).

(f) There are no claims, assessments, demands, actions, suits, proceedings, or audits with respect to Taxes asserted or now in progress, or to such Contributed Entity’s Knowledge, threatened, against such Contributed Entity or any Subsidiary thereof or otherwise related to the Contributed Assets of such Contributed Entity.

(g) There are no currently existing, pending or, to such Contributed Entity’s knowledge, threatened Liens (other than Permitted Liens) with respect to a Contributed Entity or any Subsidiary thereof or otherwise related to the Contributed Assets of such Contributed Entity.

(h) For U.S. federal (and applicable state and local) income tax purposes, (i) such Contributed Entity is currently classified as a partnership or disregarded entity and has been since its formation classified as either a partnership or a disregarded entity and (ii) any Subsidiary of such Contributed Entity is, and has been since its formation, classified as a disregarded entity (other than WaterBridge Management Inc., which is, and has been since its formation, classified as a corporation).

(i) None of such Contributed Entity or its Subsidiaries has been a member of a consolidated, combined, unitary or similar group for Tax purposes (other than a group, the common parent of which is such Contributed Entity) and no such Contributed Entity has any liability for the Taxes of another person (other than any of its Subsidiaries) under Treasury Regulations Section 1.1502‑6 or any similar or comparable provision of state, local or non‑U.S. Law, or as a result of transferee, successor or similar liability, by operation of Law, or by contract or assumption or otherwise (excluding, for the avoidance of doubt, any customary provisions contained in commercial agreements or contracts that are not primarily related to Taxes).

(j) None of such Contributed Entity or its Subsidiaries has any material outstanding obligation in respect of escheat or unclaimed property Laws.

Notwithstanding anything to the contrary in this Agreement, this Section 6.13 and Section 6.12 provide the sole and exclusive representations and warranties of such Contributed Entity in respect of Tax matters or Tax Laws.

(b) There are no Actions pending against or, to such Contributed Entity’s Knowledge, threatened in writing against such Contributed Entity or any of its Subsidiaries alleging any violations of or liability under any Environmental Law or any violations or liability concerning any Hazardous Materials.

(c) Neither such Contributed Entity nor any of its Subsidiaries has entered into or agreed to any order, consent decree, writ, injunction or judgment or is subject to any order, consent decree, writ, injunction or judgment relating to compliance with Environmental Laws, Permits required under applicable Environmental Laws or the investigation, Release, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Materials.

(d) Neither such Contributed Entity nor any of its Subsidiaries has assumed, by Contract (other than customer Contracts entered into by Desert in the ordinary course of business) or to the Knowledge of such Contributed Entity, by operation of Law, any liability under any Environmental Law or relating to Hazardous Materials, and neither such Contributed Entity nor any of its Subsidiaries is an indemnitor in connection with any threatened or asserted claim, action, suit, proceeding, demand, lien, investigation by any third‑party indemnitee for any liability under any Environmental Law or relating to any Hazardous Materials. With respect to Desert, any liability assumed under any Environmental Law or relating to any Hazardous Materials under customer Contracts entered into by Desert or its Subsidiaries is customary and reasonable for reasonable prudent operators engaging in the line of business as Desert.

Notwithstanding anything to the contrary in this Agreement, this Section 6.17 provides the sole and exclusive representations and warranties of such Contributed Entity in respect of environmental matters, including any and all matters arising under or related to Environmental Laws or Hazardous Materials.

(a) Such Contributed Entity or its applicable Subsidiary holds the Surface Contracts required to operate the Business, and the Surface Contracts held by each Contributed Entity and its Subsidiaries comprise all of the interests in Real Property used or held for use in connection with the Contributed Assets of such Contributed Entity.

(b) (i) Such Contributed Entity (or its applicable Subsidiary) has good and valid title to each such Surface Contract; (ii) such Contributed Entity (or its applicable Subsidiary) is not in default under any Surface Contract and, to such Contributed Entity’s Knowledge, no event has occurred or circumstance exists that, after the giving of notice of the passage of time, or both, would constitute any such default or could allow or result in limitations, revocation or termination of any of such Surface Contracts or could result in any material impairment of the rights of the holder of such Surface Contract; (iii) such Contributed Entity’s (or its applicable Subsidiary’s) interests in the Real Property pursuant to such Surface Contracts are free and clear of, and are not subject to, any Liens, other than Permitted Liens; and (iv) all Contributed Assets owned, operated or otherwise held for use by such Contributed Entity (or its applicable Subsidiary) are located within the geographic boundaries covered by such Surface Contracts, except as would not materially interfere with the ownership or operation of such Contributed Assets as currently owned and operated.

(a) Except as set forth on Section 6.19(a) of such Contributed Entity’s Disclosure Schedule or as contemplated by the Transaction Agreements or disclosed in the Registration Statement Draft, since June 30, 2025, (i) the Business has been conducted in all material respects in the ordinary course of business, except as contemplated by the Transaction Agreements, and (ii) there has not been a Material Adverse Effect.

(a) In the case of PubCo, the Class A shares and Class B shares, when issued and delivered in accordance with the terms of this Agreement, the Underwriting Agreement and the PubCo A&R LLCA for the consideration expressed in this Agreement or the Underwriting Agreement will constitute all of the issued and outstanding Equity Interests in PubCo as of the IPO Closing (other than any Class A shares that will be issued as of the IPO Closing Date pursuant to the Private Placement, if any) and will be duly and validly issued, fully paid (to the extent required by the PubCo A&R LLCA) and nonassessable (except to the extent provided in the Delaware Limited Liability Company Act (as amended) and subject to the provisions of the PubCo A&R LLCA), and will be free and clear of all Liens imposed by or through PubCo other than restrictions as set forth in this Agreement, the PubCo A&R LLCA and the other Transaction Agreements and under applicable securities Laws. Except as set forth in the Transaction Agreements, for issuances under the LTIP (as defined in the Registration Statement) to be adopted by PubCo or as set forth on Section 7.05(a) of the Public Company Group’s Disclosure Schedule, there are no pre‑emptive, authorized or other outstanding rights (contingent or otherwise), options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, preferential purchase rights, agreements, arrangements, calls, subscription agreements, rights of first offer, rights of first refusal, tag along rights, drag along rights, subscription rights, conversion rights, exchange rights, or commitments or other rights of any kind or character relating to any Equity Interests in PubCo or any of its Subsidiaries or entitling any Person to purchase or otherwise acquire any Equity Interests in PubCo or any of its Subsidiaries or obligating such Party or any of its Affiliates to sell, convey, transfer, assign, dispose or issue any Equity Interests, or any other interest, in PubCo or any of its Subsidiaries. Other than the Shareholders’ Agreement or as set forth in the Registration Rights Agreement, the PubCo A&R LLCA, the OpCo A&R LLCA or as set forth on Section 7.05(a) of the Public Company Group’s Disclosure Schedule, neither the Class A shares nor the Class B shares are subject to any shareholders’ agreements, voting trusts, proxies or other agreements or understandings with respect to the purchase, sale, voting, distribution rights or transfer of any such Class A shares or Class B shares.

GIC hereby represents and warrants to the other Parties that each statement contained in this Article VIII is true and correct as of each of the Initial Closing Date and the IPO Closing Date.

(a) WBEF, as the sole member of WaterBridge Holdings LLC (“WaterBridge Holdings”), shall cause the Sixth Amended and Restated Limited Liability Company Agreement of WaterBridge Holdings, dated as of September 14, 2023, to be amended and restated substantially in the form attached hereto as Exhibit N and shall pay or cause to be paid to Elda River an amount equal to the Unpaid Series A Distributions in immediately available funds;

(b) OpCo shall cause the Sixth Amended and Restated Limited Liability Company Agreement of WBEF, dated as of September 14, 2023 (as amended by that First Amendment to Sixth Amended and Restated Limited Liability Company Agreement of WBEF, dated June 27, 2024), to be amended and restated substantially in the form attached hereto as Exhibit O;

(c) OpCo shall cause the Amended and Restated Limited Liability Company Agreement of Desert, dated as of September 15, 2023, to be amended and restated substantially in the form attached hereto as Exhibit P; and

(d) OpCo shall cause the Amended and Restated Limited Liability Company Agreement of NDB Midstream LLC, dated as of May 3, 2023, to be amended and restated substantially in the form attached hereto as Exhibit Q.

(a) with respect to each Contributing Party’s respective Business, such Contributing Party shall and shall cause its respective Contributed Entity to (i) conduct or cause to be conducted the Business in the ordinary course of business (including operating the applicable Contributed Assets in the ordinary course of business) in all material respects and in compliance in all material respects with applicable Laws, Permits and Material Contracts, and (ii) use or cause to be used commercially reasonable efforts to preserve intact the present business organizations and material rights and franchises of the Business and to preserve the material relationships of the Business with operators, producers, customers, suppliers, others having business dealings with the Business, and Governmental Authorities; and

(b) no Contributing Party shall cause its respective Contributed Entity to (and no Contributed Entity shall) take any of the following actions:

(i) except as contemplated by the transactions set forth in Article II and Article III herein, terminate, amend, modify, extend or waive any material right under the Organizational Documents of such Contributed Entity;

(ii) except as contemplated by the transactions set forth in Article II and Article III herein, terminate, amend, modify, extend or waive any material right under any Material Contract; provided, however, notwithstanding anything to the contrary in this Agreement, each Contributed Entity may terminate, amend, modify, extend or waive any material right under any Material Contract under clauses (b), (f), (h), (k), and (l) (in each case, including such Material Contracts that would otherwise be included in clause (m) as well) of the definition of “Material Contracts” as long as such action is in the ordinary course of business and would not, individually or in the aggregate, be reasonably expected to materially and adversely affect the applicable Contributed Entity;

(iii) enter into any Contract that, if in effect as of the Execution Date, would be a Material Contract;

(iv) except in connection with the transactions contemplated by this Agreement or any other Transaction Agreements, authorize, issue, subdivide, redeem, repurchase, or reclassify any Equity Interests or any options, warrants or rights to acquire any Equity Interests or any interest therein;

(v) amend, change or alter the rights, preferences or privileges of any of its respective Equity Interests;

(vi) grant or voluntarily incur any Liens on or against any of its respective Equity Interests (other than restrictions on transfer (A) that may be imposed by applicable securities Laws or (b) that are set forth in the Organizational Documents of such Contributed Entity);

(vii) liquidate (or partially liquidate), dissolve or otherwise wind up the affairs of such Contributed Entity, or adopt a plan of any of the foregoing;

(viii) except in connection with the transactions contemplated by this Agreement or any other Transaction Agreements, enter into any consolidation, merger, reorganization or similar transaction or otherwise acquire any business line or Person, whether by merger or consolidation, purchase of substantial assets or Equity Interests, or by any other manner, in a single transaction or a series of related transactions, or enter into any Contract with respect to the foregoing;

(ix) make, change or revoke any material Tax election; amend any material Tax Return outside the ordinary course of business; file any material Tax Return outside the ordinary course of business; settle or compromise any material Tax liability; enter into any closing or similar agreement with respect to Taxes; surrender or compromise any material Tax refund; extend or waive any statute of limitations in respect of Taxes; or incur any material Tax liability outside the ordinary course of business;

(a) Each Contributing Party and GIC agrees, if requested by PubCo or the Representatives, to promptly provide such information as may be reasonably and customarily requested by PubCo or such Representatives (to the extent such information is in the possession of such Contributing Party), and to otherwise reasonably cooperate and use commercially reasonable efforts to facilitate the consummation of the Initial Public Offering; provided, that, with respect to GIC, DVN JV Holdco and WB 892, the foregoing shall not require the grant of, or be deemed to grant, any consent or waive any condition under this Agreement, any of the other Transaction Agreements or any other documents dated as of the date hereof or as of the Initial Closing Date and delivered by the applicable Parties in connection with this Agreement.

(b) In connection with the Initial Public Offering, each Contributing Party and GIC agrees that, upon request of the Representatives and prior to the Initial Closing Date, it shall enter into a customary lock-up agreement (substantially in the form attached as an exhibit to the Underwriting Agreement and not exceeding 180 days after the date of the Underwriting Agreement) covering its Class A shares or securities convertible into or exercisable or exchangeable for Class A shares or any other securities of PubCo and for a period specified by the managing underwriter or managing underwriters of such Initial Public Offering (each a “Lock-Up Agreement”).

(a) No order, decree, preliminary or permanent injunction or other legal restraint of any Governmental Authority shall be in effect, and no Law shall have been enacted or adopted, that enjoins, prohibits or makes illegal the consummation of the transactions contemplated by Article II or Article III, as applicable, of this Agreement; and (b) No actions, lawsuits, claims or proceedings shall be pending that seeks to restrain, enjoin, prohibit or delay consummation of the transactions contemplated by this Agreement.

(c) The representations and warranties of GIC set forth in Article VIII (other than the Fundamental Representations) shall be true and correct (without giving effect to any “material”, “materially”, “materiality”, “Material Adverse Effect”, “material adverse effect” or similar qualifiers contained in any of such representations and warranties) in all respects as of the Execution Date and as of the Initial Closing Date as though made on and as of the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date) and as of the IPO Closing Date as though made on and as of the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date) except for any failures of such representations or warranties to be so true and correct which would not have or would not be reasonably likely to have a Material Adverse Effect; (ii) GIC’s Fundamental Representations shall be true and correct in all but de minimis respects as of the Execution Date and as of the Initial Closing Date as though made on and as of the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date) and as of the IPO Closing Date as though made on and as of the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date); and (iii) GIC shall have performed in all material respects (or caused to have been performed in all material respects) all covenants and agreements required of it by this Agreement as of the Initial Closing and the IPO Closing, as applicable.

(d) Each applicable Party (other than OpCo and Pubco) has delivered, or caused to be delivered, all applicable documents and instruments required to be delivered pursuant to Section 4.02.

(a) (i) The representations and warranties of the Public Company Group set forth in Article VII (other than the Fundamental Representations) shall be true and correct (without giving effect to any “material”, “materially”, “materiality”, “Material Adverse Effect”, “material adverse effect” or similar qualifiers contained in any of such representations and warranties) in all respects as of the Execution Date and as of the Initial Closing Date as though made on and as of the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date) except for any failures of such representations or warranties to be so true and correct which would not have or would not be reasonably likely to have a Material Adverse Effect; (ii) each Public Company Group Member’s Fundamental Representations shall be true and correct in all but de minimis respects as of the Execution Date and as of the Initial Closing Date as though made on and as of the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date); and (iii) each Public Company Group Member shall have performed in all material respects (or caused to have been performed in all material respects) all covenants and agreements required of it by this Agreement as of the Initial Closing.

(b) (i) The representations and warranties of each of NDB Holdings, WaterBridge Resources, WaterBridge II and Desert Holdings set forth in Article VI (other than the Fundamental Representations) shall be true and correct (without giving effect to any “material”, “materially”, “materiality”, “Material Adverse Effect”, “material adverse effect” or similar qualifiers contained in any of such representations and warranties) in all respects as of the Execution Date and as of the Initial Closing Date as though made on and as of the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date) except for any failures of such representations or warranties to be so true and correct which would not have or would not be reasonably likely to have a Material Adverse Effect; (ii) each of NDB Holdings’, WaterBridge Resources’, WaterBridge II’s and Desert Holdings’ Fundamental Representations and the representations and warranties contained with respect to Section 6.13 shall be true and correct in all but de minimis respects as of the Execution Date and as of the Initial Closing Date as though made on and as of the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date); and (iii) each of NDB Holdings, WaterBridge Resources, WaterBridge II and Desert Holdings shall have performed in all material respects (or caused to have been performed in all material respects) all covenants and agreements required of it by this Agreement as of the Initial Closing.

and warranties made as of a specific date, which shall be true and correct as of such specific date) except for any failures of such representations or warranties to be so true and correct which would not have or would not be reasonably likely to have a Material Adverse Effect; (ii) each Public Company Group Member’s Fundamental Representations shall be true and correct in all but de minimis respects as of the Execution Date and as of the Initial Closing Date as though made on and as of the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date); and (iii) each Public Company Group Member shall have performed in all material respects (or caused to have been performed in all material respects) all covenants and agreements required of it by this Agreement as of the Initial Closing.

(b) (i) The representations and warranties of each of NDB Holdings, WaterBridge Resources, WaterBridge II and Desert Holdings set forth in Article VI (other than the Fundamental Representations) shall be true and correct (without giving effect to any “material”, “materially”, “materiality”, “Material Adverse Effect”, “material adverse effect” or similar qualifiers contained in any of such representations and warranties) in all respects as of the Execution Date and as of the Initial Closing Date as though made on and as of the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date) except for any failures of such representations or warranties to be so true and correct which would not have or would not be reasonably likely to have a Material Adverse Effect; (ii) each of NDB Holdings’, WaterBridge Resources’, WaterBridge II’s and Desert Holdings’ Fundamental Representations and the representations and warranties contained with respect to Section 6.13 shall be true and correct in all but de minimis respects as of the Execution Date and as of the Initial Closing Date as though made on and as of the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date); and (iii) each of NDB Holdings, WaterBridge Resources, WaterBridge II and Desert Holdings shall have performed in all material respects (or caused to have been performed in all material respects) all covenants and agreements required of it by this Agreement as of the Initial Closing.

(c) (i) The representations and warranties of each Contributing Party set forth in Article V (other than the Fundamental Representations) shall be true and correct (without giving effect to any “material”, “materially”, “materiality”, “Material Adverse Effect”, “material adverse effect” or similar qualifiers contained in any of such representations and warranties) in all respects as of the Execution Date and as of the Initial Closing Date as though made on and as of the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date) except for any failures of such representations or warranties to be so true and correct which would not have or would not be reasonably likely to have a Material Adverse Effect; (ii) each Contributing Party’s Fundamental Representations and the representations and warranties with respect to Section 5.10 shall be true and correct in all but de minimis respects as of the Execution Date and as of the Initial Closing Date as though made on and as of the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date); and (iii) each Contributing Party shall have performed in all material respects (or caused to have been performed in all material respects) all covenants and agreements required of it by this Agreement as of the Initial Closing.

(d) Each applicable Party (other than GIC) has delivered, or caused to be delivered, all applicable documents and instruments required to be delivered pursuant to Section 4.02.

(a) The Parties acknowledge and agree that for U.S. federal (and applicable state and local) income tax purposes (i) the contributions by the WB 892 WaterBridge Holders and certain WBEF Holders contemplated by the WBR Holdings Reorganization will be treated as tax‑deferred contributions to WBR Holdings under Section 721 of the Code, (ii) the contributions by DVN JV Holdco, NDB Holdings, WB 892, WBR Holdings and Elda River contemplated by Section 2.01(c) will be treated as an “assets-over” partnership merger within the meaning of Treasury Regulation Section 1.708-1(c)(3)(i), pursuant to which (x) OpCo will be treated as a continuation of Water JV pursuant to Section 708 of the Code (the “Continuing Partnership”), (y) DVN JV Holdco and NDB Holdings will be treated as continuing partners in the Continuing Partnership, and (z) WBEF will be treated as making tax‑deferred contributions of all of its assets and liabilities to the Continuing Partnership under Section 721 of the Code in exchange for OpCo Interests, and immediately thereafter, WBEF will be treated as distributing such OpCo Interests to WB 892, WBR Holdings and Elda River in liquidation under Section 731 of the Code, (iii) the contributions by Desert Holdings contemplated by Section 2.01(c) will be treated as tax‑deferred contributions to the Continuing Partnership under Section 721 of the Code, (iv) the WB 892 Merger and the election by PubCo to be classified as a corporation for U.S. federal income tax purposes, taken together, will be treated as a “reorganization” within the meaning of Section 368(a) and (v) the purchase of the Acquired OpCo Interests described in Section 3.01(d) will be treated as a taxable sale to PubCo by Elda River of the Acquired OpCo Interests in accordance with Sections 741, 1001 and 1012 of the Code (clauses (i) through (v), collectively, the “Intended Tax Treatment”). The Parties will, and will cause each of their respective Affiliates to, prepare and file all Tax Returns in a manner consistent with the Intended Tax Treatment, and none of the Parties or their respective Affiliates will take any position with any Governmental Authority or otherwise that is inconsistent with the Intended Tax Treatment, except as required by applicable Law.

(b) An election under Section 6226 of the Code (and any similar elections under state or local Law) shall be made for OpCo with respect to any “imputed underpayment” or similar adjustment that relates to any taxable period (or portion thereof) ending on or prior to the Initial Closing Date or the IPO Closing Date, as applicable, and OpCo (and its members) shall take such actions as are needed to effect the foregoing. In addition, any available election under Section 6226 of the Code (and any similar elections under state or local Law) shall be made for any Subsidiaries of OpCo (including each applicable Contributed Entity) with respect to any “imputed underpayment” or similar adjustment that relates to any taxable period (or portion thereof) ending on or prior to the Initial Closing Date or the IPO Closing Date, as applicable, and OpCo (and its members) and any Subsidiaries of OpCo shall take such actions as are needed to effect the foregoing.

(c) The Contributing Parties shall cause OpCo and any Subsidiary of OpCo that is (i) classified as a partnership for U.S. federal income tax purposes and (ii) not held exclusively through one or more entities classified as corporations for U.S. federal income tax purposes to make or maintain an effective election under Section 754 of the Code for the taxable year that includes the IPO Closing Date; provided, that, in the case of any entity in which OpCo owns a direct or indirect interest and which is not controlled by OpCo, the Contributing Parties will only be required to use reasonable best efforts to cause such election to be made for such entity.

(d) The WB 892 Merger Agreement and this Agreement, taken together, are intended to constitute, and the Parties hereto adopt the foregoing as, a “plan of reorganization” for purposes of Sections 354 and 361 of the Code and within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a).

(a) This Agreement and the transactions contemplated hereby may be terminated as follows:

(i) by PubCo, upon delivery of written notice to the other Parties at any time before the Initial Closing or the IPO Closing;

(ii) by any Party, upon written notice to the other Parties at any time before the Initial Closing, if the transactions contemplated by Article II and/or Article III of this Agreement shall not have been consummated on or prior to such date that that is 180 days from the Execution Date (the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 13.01(a)(ii) shall not be available to any such Party whose failure to perform or observe in any material respect any of its obligations under this Agreement proximately caused the failure to consummate the transactions contemplated by Article II and/or Article III of this Agreement on or before the Outside Date;

(iii) by a Public Company Group Member, by written notice to the Contributing Parties at any time before the Initial Closing or the IPO Closing, if a Contributing Party, GIC or Contributed Entity materially breaches this Agreement and such breach (A) would give rise to the failure of a condition set forth in Section 10.02 and (B) is not curable, or if curable, is not cured by the earlier of (x) the Outside Date and (y) 15 days after written notice from such Public Company Group Member stating such Public Company Group Member’s intention to terminate this Agreement pursuant to this Section 13.01(a)(iii) and the basis of such termination; provided that such Public Company Group Member may not terminate this Agreement pursuant to this Section 13.01(a)(iii) if such Public Company Group Member is, at such time, in breach of any provision of this Agreement and such breach would cause a failure of any of the conditions in Section 10.03 or Section 10.04; or

rescind the transactions otherwise contemplated under this Agreement, including (i) filing amended Tax Returns and making any required Tax filings or disclosures, (ii) rescinding any transaction that occurred with respect to the sale of the Contributed Equity Interests, (iii) with respect to the applicable Party, transferring the Contributed Equity Interests to such Contributing Party so that such Contributing Party’s right, title and interest with respect to such Contributed Equity Interests are the same as they were immediately prior to the Initial Closing, (iv) with respect to the applicable Contributing Party, promptly refunding to PubCo or OpCo, as applicable, by wire transfer as directed in writing by such Contributing Party, the Aggregate Consideration paid to the Contributing Party in exchange for the applicable Contributed Equity Interests and (v) taking any other action contemplated by this Agreement or necessary to effectuate the intent of this Section 13.04(a).

(b) As used above: “Rescission Event” means, and shall be deemed to have occurred if, (i) the Initial Public Offering does not occur or is not consummated by the date that is three days following the Initial Closing Date (the “End Date”) or (ii) the Underwriting Agreement has been terminated in accordance with its terms prior to the End Date; provided that, the Parties may waive the occurrence of a Rescission Event or extend Outside Date with the prior written agreement (email being sufficient) of PubCo, WBR Holdings, NDB Holdings, Desert Holdings, DVN JV Holdco, GIC and Elda River.

(a) OpCo acknowledges that (i) each Person that prior to the Initial Closing or the IPO Closing, as applicable, served as a director, manager or officer of any Contributed Entity or any Subsidiary thereof and, with respect to Water JV, that is a “Covered Person” under Water JV’s Organizational Documents (collectively, with such Person’s heirs, executors or administrators, the “Indemnified Persons”) is entitled to indemnification, expense reimbursement and exculpation to the extent provided in their respective Organizational Documents in effect as of immediately prior to the Execution Date (“D&O Provisions”), (ii) such D&O Provisions are rights of Contract and (iii) following the Execution Date until the seventh anniversary of the IPO Closing Date, no amendment or modification to any such D&O Provisions shall affect in any manner the Indemnified Persons’ rights, or the Contributed Entities’ or any Subsidiary’s obligations. In addition to the foregoing, (i) the Parties hereby agree that, notwithstanding the terms of the D&O Provisions, each Person that prior to Initial Closing or the IPO Closing, as applicable, served as an officer, manager, or director of any Contributed Entity or otherwise is a “Covered Person” under Water JV’s Organizational Documents, shall, for purposes of the foregoing sentence, be deemed to be Indemnified Persons pursuant to the D&O Provisions and shall be entitled to indemnification and the other rights of Indemnified Persons set forth in the immediately preceding sentence to the same extent as each other Indemnified Person as contemplated by and pursuant to this Section 14.14, and (ii) for a period of seven years from the IPO Closing Date, as applicable, OpCo shall, to the fullest extent permitted by law, indemnify, defend and hold harmless each Person that prior to Initial Closing or the IPO Closing, as applicable, served as an officer, manager, or director of any Contributed Entity or otherwise is a “Covered Person” under Water JV’s Organizational Documents, to the fullest extent that the Contributed Entity or any of its Subsidiaries would have been required to do so in accordance with the indemnification, expense reimbursement and exculpation provisions provided in their respective Organizational Documents in effect as of immediately prior to the Execution Date.

(b) At the IPO Closing, OpCo shall, or shall cause WBEF and Water JV, for themselves and on behalf of each of their respective Subsidiaries, to, obtain, maintain or be insured under, and fully pay for irrevocable “tail” insurance policies (“D&O Tail Policy”) naming the Indemnified Persons, as direct beneficiaries with a claims period of at least six years from the IPO Closing Date from one or more reputable insurance carrier(s) with respect to directors’ liability insurance in an amount and scope no less favorable in the aggregate as the existing policies of such Persons with respect to matters existing or occurring at or prior to the IPO Closing Date; provided that in the event that any claim is brought under any such policy prior to the sixth anniversary of the IPO Closing Date, such insurance policies shall be maintained until final disposition thereof. Subject to the foregoing, OpCo shall not, and shall cause WBEF and Water JV to not, cancel or change such insurance policies in any respect which would adversely affect the rights of any Indemnified Person.

(c) In the event that any claims are made under any directors’ and officers’ liability insurance policies maintained by OpCo, PubCo, the Contributing Parties or its Affiliates, or the Contributed Entities and their Subsidiaries after the IPO Closing that may also be covered by the D&O Tail Policy, the D&O Tail Policy shall be deemed to provide primary coverage with respect to such claims, and any such other insurance policies shall be deemed excess thereto.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

PUBCO:

WATERBRIDGE INFRASTRUCTURE LLC

By: /s/ Scott L. McNeely

Name: Scott L. McNeely

Title: Executive Vice President, Chief Financial Officer

CONTRIBUTING PARTIES:

DEVON WB HOLDCO L.L.C.

By: /s/ Jeffrey L. Ritenour

Name: Jeffrey L. Ritenour

Title: Executive Vice President

CONTRIBUTING PARTIES:

NDB HOLDINGS LLC

By: /s/ Scott L. McNeely

Name: Scott L. McNeely

Title: Executive Vice President, Chief Financial Officer

WBR HOLDINGS LLC

By: /s/ Scott L. McNeely

Name: Scott L. McNeely

Title: Executive Vice President, Chief Financial Officer

WB 892 LLC

By: /s/ Scott L. McNeely

Name: Scott L. McNeely

Title: Executive Vice President, Chief Financial Officer

WATERBRIDGE RESOURCES LLC

By: /s/ Scott L. McNeely

Name: Scott L. McNeely

Title: Executive Vice President, Chief Financial Officer

WATERBRIDGE CO-INVEST LLC

By: /s/ Scott L. McNeely

Name: Scott L. McNeely

Title: Executive Vice President, Chief Financial Officer

WATERBRIDGE CO-INVEST II LLC

By: /s/ Scott L. McNeely

Name: Scott L. McNeely

Title: Executive Vice President, Chief Financial Officer

CONTRIBUTING PARTIES:

WATERBRIDGE II LLC

By: /s/ Scott L. McNeely

Name: Scott L. McNeely

Title: Executive Vice President, Chief Financial Officer

ELDA RIVER INFRASTRUCTURE WB LLC

By: /s/ Adam Daley

Name: Adam Daley

Title: Managing Partner

DESERT ENVIRONMENTAL HOLDINGS LLC

By: /s/ Jason Williams

Name: Jason Williams

Title: Chief Financial Officer

CONTRIBUTED ENTITIES:

NDB MIDSTREAM LLC

By: /s/ Scott L. McNeely

Name: Scott L. McNeely

Title: Executive Vice President, Chief Financial Officer

WATERBRIDGE EQUITY FINANCE LLC

By: /s/ Scott L. McNeely

Name: Scott L. McNeely

Title: Executive Vice President, Chief Financial Officer

DESERT ENVIRONMENTAL LLC

By: /s/ Jason Williams

Name: Jason Williams

Title: Chief Financial Officer

GIC:

ASHBURTON INVESTMENT PRIVATE LIMITED

By: /s/ Helen Newell

Name: Helen Newell

Title: Authorized Signatory

EXHIBIT A CONTRIBUTING PARTIES AND CONTRIBUTED EQUITY INTERESTS

Contributed Equity Interests with respect to WB 892 and WBEF prior to the WBR Holdings Reorganization:

Contributed Equity Interests after giving effect to the WBR Holdings Reorganization:

FORM OF JOINDER AGREEMENT

This Joinder Agreement (this “Joinder”) to that certain Contribution and Corporate Reorganization Agreement, dated as of September 8, 2025 (as amended or otherwise modified from time to time in accordance with its terms, the “Contribution and Reorganization Agreement”), by and among WaterBridge Infrastructure LLC, a Delaware limited liability company, WBR Holdings LLC, a Delaware limited liability company, NDB Midstream LLC, a Delaware limited liability company, WaterBridge Equity Finance LLC, a Delaware limited liability company, Desert Environmental LLC, a Delaware limited liability company, each of the Persons set forth on Schedule I thereto and each other Person who becomes a Party thereto in accordance with the terms of the Contribution and Reorganization Agreement, is made and entered into by WBI Operating LLC, a Delaware limited liability company (“OpCo”), as of [  ], 2025. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Contribution and Reorganization Agreement.

By executing this Joinder, OpCo hereby agrees to become a party to the Contribution and Reorganization Agreement as “OpCo” and, as applicable, a “Public Company Group Member” thereunder and to accept, be bound by, be subject to, and comply with, in all respects, all of the representations and warranties, covenants, terms, obligations, conditions, and provisions of the Contribution and Reorganization Agreement applicable to “OpCo” and, as applicable, a “Public Company Group Member” thereunder, in each case, in the same manner as if OpCo was an original signatory to the Contribution and Reorganization Agreement.

The provisions of Article XII and Section 14.10 of the Contribution and Reorganization Agreement shall apply to this Joinder, mutatis mutandis.

[Signature Pages Follow]

IN WITNESS WHEREOF, OpCo has executed this Joinder as of the date first written above.

WBI OPERATING LLC

By:_______________________________
Name:
Title:

EXHIBIT C ASSETS OF CONTRIBUTING PARTIES AND CONTRIBUTED ENTITIES

[See attached.]

EXHIBIT D PERCENTAGE INTERESTS; CLOSING EQUITY VALUE

Following the transactions set forth in Section 2.01:2

Following the transactions set forth in Section 3.01:6

EXHIBIT F FORM OF PUBCO A&R LLCA

EXHIBIT G FORM OF INSTRUMENT OF TRANSFER

FORM OF

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (this “Agreement”), effective as of [  ], 2025 (the “Effective Date”), is being entered into by and among WB 892 LLC, a Delaware limited liability company (the “Non-Surviving LLC”), WaterBridge Infrastructure LLC, a Delaware limited liability company (the “Surviving LLC”), WBR Holdings LLC, a Delaware limited liability company (“WBR Holdings”), Ashburton Investment Private Limited, a Singapore private limited company (“GIC”, and together with WBR Holdings, the “WB 892 Members”), and NDB Holdings LLC, a Delaware limited liability company (“NDB Holdings”), in accordance with Section 18-209 of the Delaware Limited Liability Company Act, 6 Del. C. §18-101, et seq. (the “Act”). Each of the Non-Surviving LLC, the Surviving LLC, WBR Holdings, GIC and NDB Holdings is referred to in this Agreement from time to time individually as a “Party” and collectively as the “Parties.”

WITNESSETH:

WHEREAS, as of the Effective Date, WBR Holdings and GIC collectively own all the issued and outstanding limited liability company interests in the Non-Surviving LLC as set forth on Exhibit A;

WHEREAS, as of the Effective Date and before giving effect to the Merger (as defined below), NDB Holdings owns all the issued and outstanding limited liability company interests in, and is the sole member of, the Surviving LLC;

WHEREAS, the Non-Surviving LLC, the Surviving LLC, WBR Holdings, GIC and NDB Holdings, together with the other parties thereto, previously entered into that certain Contribution and Corporate Reorganization Agreement, dated as of [  ], 2025 (the “Contribution Agreement”);

WHEREAS, in connection with the transactions contemplated by the Contribution Agreement, the Non-Surviving LLC and the Surviving LLC desire to merge (the “Merger”), subject to the terms set forth herein;

WHEREAS, the Surviving LLC has elected to be classified as a corporation for U.S. federal income tax purposes, and the Merger, taken together with such election, is intended to be treated for U.S. federal (and applicable state and local) income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”); and

WHEREAS, WBR Holdings, as the managing member and as a member of the Non-Surviving LLC, GIC, as a member of the Non-Surviving LLC, and NDB Holdings, as sole member of the Surviving LLC, in their capacities as such, have each, upon the terms and subject to the conditions set forth in this Agreement and in accordance with their respective Organizational Documents, approved (a) this Agreement, (b) the consummation of the Merger, and (c) the filing of a certificate of merger substantially in the form attached hereto as Exhibit B (the “Certificate of Merger”) with the Secretary of State of the State of Delaware (the “Secretary of State”) by an authorized person of the Surviving LLC.

NOW THEREFORE, the Parties hereby agree as follows:

ARTICLE I

THE MERGER

1.01. The Merger.

(a) On the Effective Date, an authorized person of the Surviving LLC shall, in accordance with Section 1.01(b), file the Certificate of Merger with the Secretary of State and make all other filings or recordings required by the Act in connection with the Merger. [  ] is hereby designated as an “authorized person” of the Surviving LLC within the meaning of the Act and is hereby authorized, for and on behalf of the Surviving LLC, to execute, deliver and cause the filing of the Certificate of Merger with the Secretary of State.

(b) The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State (the “Effective Time”).

(c) At the Effective Time, the Non-Surviving LLC shall be merged with and into the Surviving LLC, whereupon the separate existence of the Non-Surviving LLC shall cease, and the Surviving LLC shall be the surviving limited liability company of the Merger in accordance with Section 18-209 of the Act.

1.02. Membership Certificates and Interests; Consideration. At the Effective Time, by virtue of the Merger and without the consent of any Person:

(a) the limited liability company interests in the Non-Surviving LLC outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of any holder thereof, be converted into newly issued limited liability company interests in the Surviving LLC (“Surviving LLC Interests”) pursuant to Section 1.02(c);

(b) any certificate evidencing a limited liability company interest in the Non-Surviving LLC outstanding immediately prior to the Effective Time shall be surrendered to the Surviving LLC and shall be cancelled; and

(c) notwithstanding anything to the contrary in the Second Amended and Restated Limited Liability Company Agreement of the Non-Surviving LLC, dated as of August 27, 2020, or in the Limited Liability Company Agreement of the Surviving LLC, dated as of April 11, 2025 (the “Initial LLCA”):

1.03 Tax Matters. For U.S. federal income tax purposes, (a) the Parties intend that the election by the Surviving LLC to be classified as an association taxable as a corporation for U.S.

federal income tax purposes, and the Merger, taken together with such election, be treated as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder (the “Intended Tax Treatment”), and (b) the Contribution Agreement and this Agreement, taken together, are intended to constitute, and the Parties hereto adopt the foregoing as, a “plan of reorganization” for purposes of Sections 354 and 361 of the Code and within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a). The Parties will, and will cause each of their respective Affiliates to, prepare and file all tax returns in a manner consistent with the Intended Tax Treatment, and none of the Parties or their respective Affiliates will take any position with any Governmental Authority or otherwise that is inconsistent with the Intended Tax Treatment, except as required by applicable Law.

ARTICLE II

THE SURVIVING LIMITED LIABILITY COMPANY

2.01. Certificate of Formation. The certificate of formation of the Surviving LLC in effect at the Effective Time shall continue to be the certificate of formation of the Surviving LLC unless and until amended in accordance with applicable law. The name of the Surviving LLC shall remain unchanged.

2.02. The Merger.

(a) The Initial LLCA, as amended by this Article II, shall continue to be the limited liability company agreement of the Surviving LLC unless and until amended in accordance with its terms, the Contribution Agreement and applicable Law.

(b) At the Effective Time, pursuant to Section 18-209(f)(2) of the Act, the Initial LLCA is hereby amended as follows:

ARTICLE III

TRANSFER AND CONVEYANCE OF ASSETS AND ASSUMPTION OF LIABILITIES

3.01. Transfer, Conveyance and Assumption. At the Effective Time, the Surviving LLC shall continue in existence and, without further transfer, succeed to and possess all of the rights, privileges and powers of the Non-Surviving LLC, and all of the assets and property of whatever kind and character of the Non-Surviving LLC shall vest in the Surviving LLC without further act or deed; thereafter, the Surviving LLC shall be liable for all of the liabilities and obligations of the Non-Surviving LLC, and any claim or judgment against the Non-Surviving LLC may be enforced against the Surviving LLC, in accordance with Section 18-209 of the Act.

3.02. Further Assurances. If at any time the Surviving LLC shall consider or be advised that any further assignment, conveyance or assurance is necessary or advisable to vest, perfect or confirm of record in the Surviving LLC the title to any property or right of the Non-Surviving LLC, or otherwise to carry out the provisions hereof, the proper representatives of the Non-Surviving LLC as of the Effective Time shall execute and deliver any and all proper deeds, assignments, and assurances and do all things necessary or proper to vest, perfect or convey title to such property or right in the Surviving LLC, and otherwise to carry out the provisions hereof.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

4.01. Representations and Warranties of the Non-Surviving LLC. The Non-Surviving LLC represents and warrants to the other Parties that each statement contained in this Section 4.01 is true and correct as of the Effective Date.

(a) Organization and Qualification. The Non-Surviving LLC has been duly formed and is validly existing and in good standing under the laws of the State of Delaware with all requisite limited liability company power and authority to own, lease or otherwise hold and operate its properties and assets and to carry on its business as presently conducted. The Non-Surviving LLC is duly qualified and in good standing as a foreign entity to do business in each jurisdiction in which the conduct or nature of its business or the ownership, leasing, holding or operating of its properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing would not have a material adverse effect on the ability of the Non-Surviving LLC to consummate the transactions provided for herein or to perform its obligations hereunder.

(b) Authorization; Enforceability. The Non-Surviving LLC has all requisite legal capacity, power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Non-Surviving LLC of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite legal action on the part of the Non-Surviving LLC. This Agreement and the documents to be delivered hereunder have been duly and validly executed and delivered by the Non-Surviving LLC, and (assuming due authorization, execution and delivery by the other Parties) constitute legal, valid and binding obligations of the Non-Surviving LLC, enforceable against it in accordance with their respective terms and conditions, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.

(c) No Conflicts. The execution, delivery and performance by the Non-Surviving LLC of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby and thereby, do not and will not: (i) conflict with, violate, or result in a breach or default under, any provision of the Non-Surviving LLC’s Organizational Documents; (ii) violate or conflict with any Law applicable to the Non-Surviving LLC; (iii) require any consent, approval, authorization or permit of, registration declaration or filing with, or notification to, any Governmental Authority (each, a “Governmental Authorization”), other than any Governmental Authorization that the failure of which to obtain is not reasonably expected to have a material impact on the ability of the Non-Surviving LLC to consummate the transactions contemplated hereby or thereby; or (iv) conflict with, or result in (with or without notice or lapse of time or both) any violation of, or default under, or give rise to a right of termination, acceleration, cancellation or modification (with or without notice or lapse of time or both) or give rise to the loss of a benefit under, or trigger any transfer or “change of control” related right under any of the terms, conditions or provisions of any material Contract to which the Non-Surviving LLC is a party or by which any of its assets or properties are bound or affected.

(d) Consents and Approvals. No approval, consent, order, waiver or authorization of, or registration, declaration or filing with, any Governmental Authority or other Person by the Non-Surviving LLC is required in connection with the execution, delivery or performance of this Agreement or any of the documents to be delivered hereunder.

(e) Brokers. No broker, finder, financial advisor, investment banker or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the origination, negotiation, execution, or performance of this Agreement or consummation of transactions contemplated by this Agreement that one or more of the other Parties (or any of their respective Affiliates) is or could become liable or obligated for based upon arrangements made by or on behalf of the Non-Surviving LLC (or any of its Affiliates).

(f) No Additional Representation or Warranties. The Non-Surviving LLC makes no representation or warranty in any provision of this Agreement, other than those representations and warranties expressly set forth in this Section 4.01.

4.02. Representations and Warranties of the Surviving LLC. The Surviving LLC represents and warrants to the other Parties that each statement contained in this Section 4.02 is true and correct as of the Effective Date.

(a) Organization and Qualification. The Surviving LLC has been duly formed and is validly existing and in good standing under the laws of the State of Delaware with all requisite limited liability company power and authority to own, lease or otherwise hold and operate its properties and assets and to carry on its business as presently conducted. The Surviving LLC is duly qualified and in good standing as a foreign entity to do business in each jurisdiction in which the conduct or nature of its business or the ownership, leasing, holding or operating of its properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing would not have a material adverse effect on the ability of the Surviving LLC to consummate the transactions provided for herein or to perform its obligations hereunder.

(b) Authorization; Enforceability. The Surviving LLC has all requisite legal capacity, power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Surviving LLC of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite legal action on the part of the Surviving LLC. This Agreement and the documents to be delivered hereunder have been duly and validly executed and delivered by the Surviving LLC, and (assuming due authorization, execution and delivery by the other Parties) constitute legal, valid and binding obligations of the Surviving LLC, enforceable against it in accordance with their respective terms and conditions, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.

(c) No Conflicts. The execution, delivery and performance by the Surviving LLC of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby and thereby, do not and will not: (i) conflict with, violate, or result in a breach or default under, any provision of the Surviving LLC’s Organizational Documents; (ii) violate or conflict with any Law applicable to the Surviving LLC; (iii) require any Governmental Authorization, other than any Governmental Authorization that the failure of which to obtain is not reasonably expected to have a material impact on the ability of the Surviving LLC to consummate the transactions contemplated hereby or thereby; or (iv) conflict with, or result in (with or without notice or lapse of time or both) any violation of, or default under, or give rise to a right of termination, acceleration, cancellation or modification (with or without notice or lapse of time or both) or give rise to the loss of a benefit under, or trigger any transfer or “change of control” related right under any of the terms, conditions or provisions of any material Contract to which the Surviving LLC is a party or by which any of its assets or properties are bound or affected.

(d) Consents and Approvals. No approval, consent, order, waiver or authorization of, or registration, declaration or filing with, any Governmental Authority or other Person by the Surviving LLC is required in connection with the execution, delivery or performance of this Agreement or any of the documents to be delivered hereunder (other than the filing of the Certificate of Merger with the Secretary of State).

(e) Valid Issuance of Equity Interests. Each of the Surviving LLC Interests, when issued and delivered in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and nonassessable (except to the extent provided in the Act), and will be free and clear of all Liens imposed by or through the Surviving LLC other than restrictions as set forth in this Agreement, the Initial LLCA (as amended by this Agreement) and the other Transaction Agreements (as defined in the Contribution Agreement) and under applicable securities Laws. The issuance of each of the Surviving LLC Interests is not subject to any pre-emptive, authorized or other outstanding rights (contingent or otherwise), options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, preferential purchase rights, agreements, arrangements, calls, subscription agreements, rights of first offer, rights of first refusal, tag along rights, drag along rights, subscription rights, conversion rights, exchange rights, or commitments or other rights of any kind or character relating to such interests and such interests will be registered pursuant to the Securities Act or issued pursuant to a valid exemption from such registration and otherwise issued in compliance with all applicable securities Laws. Other than as set forth in the Contribution Agreement, the Surviving LLC Interests are not subject to any shareholders’ agreements, voting trusts, proxies or other agreements, instruments or understandings with respect to the purchase, sale, transfer or voting, distribution rights or disposition of any such Surviving LLC Interests.

(f) Brokers. No broker, finder, financial advisor, investment banker or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the origination, negotiation, execution, or performance of this Agreement or consummation of transactions contemplated by this Agreement that one or more of the other Parties (or any of their respective Affiliates) is or could become liable or obligated for based upon arrangements made by or on behalf of the Surviving LLC (or any of its Affiliates).

(g) No Additional Representation or Warranties. The Surviving LLC makes no representation or warranty in any provision of this Agreement, other than those representations and warranties expressly set forth in this Section 4.02.

4.03. Representations and Warranties of the WB 892 Members. Each of GIC and WBR Holdings represents and warrants to the other Parties, severally and not jointly, only as to itself, that each statement contained in this Section 4.03 is true and correct as of the Effective Date.

(a) Organization and Qualification. Such WB 892 Member has been duly formed and is validly existing and in good standing under the laws of Singapore or the State of Delaware, as applicable, with all requisite limited liability company or other applicable organizational power and authority to own, lease or otherwise hold and operate its properties and assets and to carry on its business as presently conducted. Such WB 892 Member is duly qualified and in good standing as a foreign entity to do business in each jurisdiction in which the conduct or nature of its business or the ownership, leasing, holding or operating of its properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing would not have a material adverse effect on the ability of such WB 892 Member to consummate the transactions provided for herein or to perform its obligations hereunder.

(b) Authorization; Enforceability. Such WB 892 Member has all requisite legal capacity, power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by such WB 892 Member of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite legal action on the part of such WB 892 Member. This Agreement and the documents to be delivered hereunder have been duly and validly executed and delivered by such WB 892 Member, and (assuming due authorization, execution and delivery by the other Parties) constitute legal, valid and binding obligations of such WB 892 Member, enforceable against it in accordance with their respective terms and conditions, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.

(c) No Conflicts. The execution, delivery and performance by such WB 892 Member of this Agreement and the consummation of the transactions contemplated hereby, do not and will not: (i) conflict with, violate, or result in a breach or default under, any provision of such WB 892 Member’s Organizational Documents; (ii) violate or conflict with any Law applicable to such WB 892 Member; (iii) require any Governmental Authorization, other than any Governmental Authorization that the failure of which to obtain is not reasonably expected to have a material impact on the ability of such WB 892 Member to consummate the transactions contemplated hereby; or (iv) conflict with, or result in (with or without notice or lapse of time or both) any violation of, or default under, or give rise to a right of termination, acceleration, cancellation or modification (with or without notice or lapse of time or both) or give rise to the loss of a benefit under, or trigger any transfer or “change of control” related right under any of the terms, conditions or provisions of any material Contract to which such WB 892 Member is a party or by which any of its assets or properties are bound or affected.

(d) Consents and Approvals. No approval, consent, order, waiver or authorization of, or registration, declaration or filing with, any Governmental Authority or other Person by such WB 892 Member is required in connection with the execution, delivery or performance of this Agreement or any of the documents to be delivered hereunder.

(e) Equity Interests in the Non-Surviving LLC. As of immediately prior to the consummation of the Merger, such WB 892 Member is the sole legal, beneficial, record and equitable owner of, and has good and valid title to its respective equity interests in the Non-Surviving LLC as set forth opposite its name on Exhibit A, free and clear of all Liens (other than restrictions on transfer (i) that may be imposed by applicable securities Laws or (ii) that are set forth in the Organizational Documents of the Non-Surviving LLC).

(f) Brokers. No broker, finder, financial advisor, investment banker or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the origination, negotiation, execution, or performance of this Agreement or consummation of transactions contemplated by this Agreement that one or more of the other Parties (or any of their respective Affiliates) is or could become liable or obligated for based upon arrangements made by or on behalf of such WB 892 Member (or any of its Affiliates).

(g) No Additional Representation or Warranties. Such WB 892 Member makes no representation or warranty in any provision of this Agreement, other than those representations and warranties expressly set forth in this Section 4.03.

4.04. Representations and Warranties of NDB Holdings. NDB Holdings represents and warrants to the other Parties that each statement contained in this Section 4.04 is true and correct as of the Effective Date.

(a) Organization and Qualification. NDB Holdings has been duly formed and is validly existing and in good standing under the laws of the State of Delaware with all requisite limited liability company power and authority to own, lease or otherwise hold and operate its properties and assets and to carry on its business as presently conducted. NDB Holdings is duly qualified and in good standing as a foreign entity to do business in each jurisdiction in which the conduct or nature of its business or the ownership, leasing, holding or operating of its properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing would not have a material adverse effect on the ability of NDB Holdings to consummate the transactions provided for herein or to perform its obligations hereunder.

(b) Authorization; Enforceability. NDB Holdings has all requisite legal capacity, power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by NDB Holdings of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite legal action on the part of NDB Holdings. This Agreement and the documents to be delivered hereunder have been duly and validly executed and delivered by NDB Holdings, and (assuming due authorization, execution and delivery by the other Parties) constitute legal, valid and binding obligations of NDB Holdings, enforceable against it in accordance with their respective terms and conditions, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.

(c) No Conflicts. The execution, delivery and performance by NDB Holdings of this Agreement and the consummation of the transactions contemplated hereby, do not and will not: (i) conflict with, violate, or result in a breach or default under, any provision of NDB Holdings’ Organizational Documents; (ii) violate or conflict with any Law applicable to NDB Holdings; (iii) require any Governmental Authorization, other than any Governmental Authorization that the failure of which to obtain is not reasonably expected to have a material impact on the ability of NDB Holdings to consummate the transactions contemplated hereby; or (iv) conflict with, or result in (with or without notice or lapse of time or both) any violation of, or default under, or give rise to a right of termination, acceleration, cancellation or modification (with or without notice or lapse of time or both) or give rise to the loss of a benefit under, or trigger any transfer or “change of control” related right under any of the terms, conditions or provisions of any material Contract to which NDB Holdings is a party or by which any of its assets or properties are bound or affected.

(d) Consents and Approvals. No approval, consent, order, waiver or authorization of, or registration, declaration or filing with, any Governmental Authority or other Person by NDB Holdings is required in connection with the execution, delivery or performance of this Agreement or any of the documents to be delivered hereunder.

(e) Equity Interests in the Surviving LLC. As of immediately prior to the consummation of the Merger, NDB Holdings is sole legal, beneficial, record and equitable owner of, and has good and valid title to all equity interests in the Surviving LLC, free and clear of all Liens (other than restrictions on transfer (i) that may be imposed by applicable securities Laws or (ii) that are set forth in the Organizational Documents of the Surviving LLC).

(f) Brokers. No broker, finder, financial advisor, investment banker or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the origination, negotiation, execution, or performance of this Agreement or consummation of transactions contemplated by this Agreement that one or more of the other Parties (or any of their respective Affiliates) is or could become liable or obligated for based upon arrangements made by or on behalf of NDB Holdings (or any of its Affiliates).

(g) No Additional Representation or Warranties. NDB Holdings makes no representation or warranty in any provision of this Agreement, other than those representations and warranties expressly set forth in this Section 4.04.

ARTICLE V

TERMINATION

5.01. Termination. This Agreement may be terminated, and the Merger may be abandoned, at any time prior to the Effective Time:

(a) by mutual written consent of the Surviving LLC and the Non-Surviving LLC; or

(b) by either the Surviving LLC or the Non-Surviving LLC, if there shall be any Law that makes consummation of the Merger illegal or otherwise prohibited, or if any judgment, injunction, order or decree enjoining the Surviving LLC or the Non-Surviving LLC from consummating the Merger is entered and such judgment, injunction, order or decree shall become final and nonappealable.

5.02. Effect of Termination. If this Agreement is terminated pursuant to Section 5.01, this Agreement shall become void and of no effect with no liability on the part of any Party.

ARTICLE VI

NO SURVIVAL

The Parties hereby agree that all representations and warranties of the Parties shall not survive following the Effective Time. The covenants and agreements of the Parties that, by their terms, are to be performed at or prior to the Effective Time shall survive until the earlier of the Effective Time and the date on which they are fully performed, and the covenants and agreements of the Parties that, by their terms, are to be performed after the Effective Time shall survive the Effective Time until fully performed.

ARTICLE VII

MISCELLANEOUS

7.01. Certain Defined Terms. The following terms when used in this Agreement have the meanings specified in this Section 7.01:

(a) “Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity.

(b) “Affiliate” means, with respect to any relevant Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such relevant Person. The term “control” (including its derivatives and similar terms) of a relevant Person means possessing (whether through beneficial ownership of capital stock or other similar interests, by contract, agreement, or otherwise), directly or indirectly, the power to vote more than 50% of the voting stock or other voting ownership or equity interests of any such relevant Person. For purposes of this Agreement, no Party nor any of its Affiliates is an “Affiliate” of any other Party.

(c) “Contracts” means all contracts, subcontracts, leases, bonds, mortgages, licenses, instruments, notes, commitments, undertakings, indentures, joint ventures or other agreements, commitments or legally binding arrangements, whether written or oral.

7.06. Amendment and Modification. This Agreement, including any Exhibit, may only be amended, modified or supplemented by an agreement in writing signed by each Party.

7.07. Waiver. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. 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 that 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 thereof or the exercise of any other right, remedy, power or privilege.

7.08. Governing Law. This Agreement (and any Action that may be based upon, arise out of or relate to the transactions contemplated hereby, to the negotiation, execution or performance hereof, or to the inducement of any Party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute, or otherwise) shall in all respects be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would direct the application of the laws of any other jurisdiction.

7.09. Submission to Jurisdiction. Any Action arising out of or based upon this Agreement or the transactions contemplated hereby shall be instituted exclusively in the Court of Chancery of the State of Delaware (or, if such court declines to accept jurisdiction, any state or federal court located within the State of Delaware), and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such Action.

7.10. Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY OR ACTION WHICH MAY ARISE DIRECTLY OR INDIRECTLY OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING DIRECTLY OR INDIRECTLY OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.10.

7.11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[Signature Pages Follow]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

EXHIBIT A

Non-Surviving LLC Interests

EXHIBIT B

Certificate of Merger

[See attached.]

STATE OF DELAWARE

CERTIFICATE OF MERGER

OF

WB 892 LLC

(a Delaware limited liability company)

MERGING WITH AND INTO

WATERBRIDGE INFRASTRUCTURE LLC

(a Delaware limited liability company)

Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act, the undersigned surviving limited liability company executed the following Certificate of Merger:

First: The name and type of entity of the surviving limited liability company is WaterBridge Infrastructure LLC, a Delaware limited liability company.

Second: The jurisdiction in which this surviving limited liability company was formed is Delaware.

Third: The name and type of entity of the limited liability company being merged with and into the surviving limited liability company is WB 892 LLC, a Delaware limited liability company (the “Merging Delaware LLC”). The jurisdiction in which the Merging Delaware LLC was formed is Delaware.

Fourth: The Agreement and Plan of Merger has been approved, adopted, certified, executed and acknowledged by the surviving limited liability company and by the Merging Delaware LLC.

Fifth: The name of the surviving domestic limited liability company is WaterBridge Infrastructure LLC.

Sixth: This Certificate of Merger and the merger of the Merging Delaware LLC with and into the surviving limited liability company shall be effective upon filing this Certificate of Merger with the Secretary of State of the State of Delaware.

Seventh: The executed Agreement and Plan of Merger is on file at 5555 San Felipe Street, Suite 1200, Houston, Texas 77056, a place of business of the surviving limited liability company.

Eighth: A copy of the Agreement and Plan of Merger will be furnished by the surviving limited liability company, on request without cost, to any member of the surviving limited liability company or to any person holding an interest in any other business entity which is to merge or consolidate.

(signature page follows)

IN WITNESS WHEREOF, said surviving limited liability company has caused this certificate to be signed by its authorized person this of September, 2025.

WATERBRIDGE INFRASTRUCTURE LLC

By:

Name:

Title: Authorized Person

EXHIBIT C

Surviving LLC Interests

EXHIBIT I NOTICE INFORMATION

EXHIBIT K REGISTRATION RIGHTS AGREEMENT

EXHIBIT L SHAREHOLDERS’ AGREEMENT

EXHIBIT M TAX RECEIVABLE AGREEMENT

EXHIBIT N FORM OF A&R LLCA OF WATERBRIDGE HOLDINGS

EXHIBIT O FORM OF SEVENTH A&R LLCA OF WBEF

EXHIBIT P FORM OF SECOND A&R LLCA OF DESERT

EXHIBIT Q FORM OF SECOND A&R LLCA OF WATER JV

EXHIBIT R SURVIVAL

SCHEDULE 1DISCLOSURE SCHEDULES

[See attached.]

FIRST AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

WATERBRIDGE INFRASTRUCTURE LLC

TABLE OF CONTENTS

Page

FIRST AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
WATERBRIDGE INFRASTRUCTURE LLC

This FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WATERBRIDGE INFRASTRUCTURE LLC, is dated as of September 18, 2025 (as amended, supplemented or restated from time to time, this “Agreement”). Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in Section 1.1.

WHEREAS, the Company was formed under the Act pursuant to a certificate of formation filed with the Secretary of State of the State of Delaware on April 11, 2025, and a Limited Liability Company Agreement of WaterBridge Infrastructure LLC, dated as of April 11, 2025 (as amended by the WB 892 Merger Agreement (as defined below), the “Original LLC Agreement”), entered into by NDB Holdings;

WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of September 17, 2025 (the “WB 892 Merger Agreement”), by and among the Company and WB 892 LLC, a Delaware limited liability company (“WB 892”), WB 892 merged with and into the Company, with the Company surviving (the “Merger”), and in connection with the Merger, (a) each of the Existing Members received newly issued limited liability company interests in the Company (such Member’s “Existing LLC Interest”) and was admitted as a member of the Company, (b) the limited liability company interest in the Company held by the initial member of the Company (the “Initial Member”) and such Initial Member’s interest (the “Initial LLC Interest”) was cancelled, and the Initial Member ceased to be a member of the Company and (c) the Initial Member was designated as a non-member manager of the Company; and

WHEREAS, the Board, the Initial Member and the Existing Members have authorized and approved an amendment and restatement of the Original LLC Agreement on the terms set forth herein.

NOW THEREFORE, the Original LLC Agreement is hereby amended and restated to read in its entirety as follows:

“Act” means the Delaware Limited Liability Company Act, 6 Del. C. Section 18‑101, et seq., as amended, supplemented or restated from time to time, and any successor to such statute.

“Affiliate” has the meaning ascribed to such term in Rule 12b‑2 promulgated under the Exchange Act.

“Agreement” has the meaning assigned to such term in the preamble of this Agreement.

“Board” has the meaning assigned to such term in Section 5.1.

“Business Day” means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America or the State of New York shall not be regarded as a Business Day.

“Capital Contribution” means any cash, cash equivalents or the value of contributed property that a Member contributes to the Company pursuant to this Agreement.

“Certificate” means a certificate in such form as may be adopted by the Board, issued by the Company evidencing ownership of one or more Shares.

“Certificate of Formation” means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware as referenced in Section 2.2, as such Certificate of Formation may be amended, supplemented or restated from time to time.

“Chairman of the Board” has the meaning assigned to such term in Section 5.8.

“Change of Control” means the first to occur of the following events: (a) the sale of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to any Person (or group of Persons acting in concert), other than to (i) one or more Shareholders or (ii) any employee benefit plan (or trust forming a part thereof) maintained by the Company or any of its Affiliates or other Person of which a majority of its voting power or other equity securities is owned, directly or indirectly, by the Company or any of its Affiliates (any Person described in the foregoing clauses (i) or (ii), an “Affiliated Person”); (b) a sale of Shares by either (i) the Company or (ii) one or more Shareholders to a Person (or group of Persons acting in concert), or a merger, consolidation or similar transaction involving the Company, in any case, that results in (x) more than 50% of the Voting Shares of the Company (or any resulting company after a merger, or the ultimate parent company thereof, as applicable) being held by a Person (or group of Persons acting in concert) that is not an Affiliated Person and (y) the Five Point Members ceasing to own at least 40% of the Voting Shares of the Company; or (c) any event that results in the Sponsor Group ceasing to hold the ability to elect a majority of the members of the Board.

“Class A Share” means a Class A share representing a limited liability company interest in the Company having the rights and obligations specified in this Agreement.

“Class B Share” means a Class B share representing a limited liability company interest in the Company having the rights and obligations specified in this Agreement.

“close of business” has the meaning assigned to such term in Section 14.11(d).

“Closing Date” means the first date on which Class A Shares are delivered by the Company to the Underwriters pursuant to the provisions of the Underwriting Agreement.

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding law).

“Commission” means the U.S. Securities and Exchange Commission, including any governmental body or agency succeeding to the functions thereof.

“Common Shares” means any Shares that are not Preferred Shares, including Class A Shares and Class B Shares.

“Company” means WaterBridge Infrastructure LLC, a Delaware limited liability company, and any successors thereto.

“Company Group” means the Company and each Subsidiary of the Company, collectively.

“Conflicts Committee” means an ad hoc committee of the Board comprised entirely of Independent Directors empaneled at the discretion of the Board by resolution establishing its roles and responsibilities that is formed to review and, if so determined, approve any transaction, activity, arrangement or circumstance involving a conflict of interest or a potential conflict of interest between any member of the Sponsor Group, one or more Directors, Officers, equity owners or their respective Affiliates, on the one hand, and the Company, any Group Member or any Member other than a member of such Sponsor Group, on the other.

“Consolidated Adjusted EBITDA” means the Company’s and its consolidated Subsidiaries’ net income (loss) before interest; taxes; depreciation, amortization, depletion and accretion; share‑based compensation; and other extraordinary and/or non‑recurring expenses deducted in calculating Adjusted EBITDA as publicly disclosed by the Company for the most recently completed fiscal period.

“Contribution Agreement” means that certain Contribution and Corporate Reorganization Agreement, dated as of September 8, 2025, by and among the Company, the Five Point Members and the other Persons party thereto, as such may be amended, supplemented or restated from time to time.

“Derivative Instrument” has the meaning assigned to such term in Section 14.11(a)(ii)(A).

“Desert Holdings” means Desert Environmental Holdings LLC, a Delaware limited liability company.

“Designated Director” means any Director who may be elected by the holders of any class or series of Shares specified in the related Share Designation for such class or series to the extent provided therein.

“DGCL” means the General Corporation Law of the State of Delaware, as amended (or any corresponding provisions of succeeding law).

“Director” means a member of the Board.

“Dividend” means any distribution by the Company to a holder of a Share other than (i) a return of some or all of the Capital Contribution related to such Share or (ii) a distribution upon liquidation, dissolution or winding‑up of the Company, whether voluntary or involuntary; provided that the term “Dividend” shall not include any repurchase or redemption of Shares by the Company.

“DVN JV Holdco” means Devon WB Holdco L.L.C., a Delaware limited liability company, and its successors.

“Elda River” means Elda River Infrastructure WB LLC, a Delaware limited liability company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (or any corresponding provisions of succeeding law).

“Existing Members” means WBR Holdings and GIC, collectively, and “Existing Member” means any of the foregoing, individually.

“Five Point Members” means WBR Holdings, NDB Holdings, Desert Holdings, and each of their respective successors.

“Five Point Representative” means Five Point Infrastructure LLC or any successor thereto designated in writing to the Company by the holders of a majority-in-interest of the Five Point Members (based on ownership of Shares).

“Foreign Action” has the meaning assigned to such term in Section 15.10(d).

“FSC Enforcement Action” has the meaning assigned to such term in Section 15.10(d).

“GIC” means Ashburton Investment Private Limited, a Singapore private limited company,

“Good Faith” means, when applied to any action or omission of a Person, that such Person, at the time of such action or omission, held a subjective belief that such action or omission is in, or not opposed to, the best interests of the Company.

“Governmental Entity” means any court, administrative agency, regulatory body, commission or other governmental authority, board, bureau or instrumentality, domestic or foreign and any subdivision thereof.

“Group Member” means a member of the Company Group.

“Group Member Agreement” means the partnership agreement of any Group Member that is a limited or general partnership, the limited liability company agreement of any Group Member, other than the Company, that is a limited liability company, the certificate of incorporation and bylaws or similar organizational documents of any Group Member that is a corporation, the joint venture agreement or similar governing document of any Group Member that is a joint venture and the governing or organizational or similar documents of any other Group Member that is a Person other than a limited or general partnership, limited liability company, corporation or joint venture, as such may be amended, supplemented or restated from time to time.

“Indemnified Person” means (a) any Person who is or was a Director or Officer, (b) any Person who is or was serving at the request of the Company or any of its Subsidiaries as an officer, director, member, manager, partner, fiduciary or trustee of another Person (including any Subsidiary); provided, that a Person shall not be an Indemnified Person by reason of providing, on a fee‑for‑services basis, trustee, fiduciary or custodial services, (c) any member of the Sponsor Group and its Affiliates and (d) any Person the Board designates as an “Indemnified Person” for purposes of this Agreement.

“Independent Director” means a Director who is determined by the Board to meet the then current independence and other standards established by the Exchange Act and by each National Securities Exchange on which Shares are listed for trading and, for the purposes of service on a Conflicts Committee, is determined by the Board to be independent with respect to any transaction, activity, arrangement or circumstance to be evaluated by such Conflicts Committee.

“Initial OpCo Unitholders” means, collectively, the Five Point Members, DVN JV Holdco and Elda River.

“IPO” means the initial offering and sale of Class A Shares to the public, as described in the Registration Statement.

“Law” means any statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law) of any Governmental Entity.

“Liquidation Date” means the date on which an event giving rise to the dissolution, winding up and termination of the Company occurs.

“Liquidator” means one or more Persons selected by the Board to perform the functions described in Section 11.2 as liquidating trustee of the Company within the meaning of the Act.

“Member” means each member of the Company, including any Person admitted as an additional or substitute member of the Company in accordance with this Agreement, each in such Person’s capacity as a member of the Company.

“Member Associated Person” has the meaning assigned to such term in Section 14.11(d).

“Merger Agreement” has the meaning assigned to such term in Section 13.1.

“National Securities Exchange” means an exchange registered with the Commission under Section 6(a) of the Exchange Act.

“NDB Holdings” means NDB Holdings LLC, a Delaware limited liability company.

“Officers” has the meaning assigned to such term in Section 8.1(a).

“OpCo” means WBI Operating LLC, a Delaware limited liability company.

“OpCo LLC Agreement” means the Amended and Restated Limited Liability Agreement of OpCo, as it may be amended, restated, supplemented and otherwise modified from time to time.

“OpCo Units” has the meaning assigned to such term in Section 3.3(g).

“Outstanding” means, with respect to any class, series or other category of Shares, all such Shares that are issued by the Company and reflected as outstanding on the Company’s books and records as of the date of determination, net of any such Shares held in the Company’s treasury.

“Percentage Interest” means, as of any date of determination, (a) as to any Class A Shares, the product obtained by multiplying (i) 100% less the percentage applicable to the Shares referred to in clause (c) by (ii) the quotient obtained by dividing (A) the number of such Class A Shares by (B) the total number of all Outstanding Class A Shares, (b) as to any Class B Shares, 0%, and (c) as to any other Shares, the percentage established for such Shares by the Board as a part of the issuance of such Shares.

“Person” means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act.

“Preferred Shares” means a class of Shares that entitles the Record Holders thereof to a preference or priority over the Record Holders of any other class of Shares in (a) the right to share profits or losses or items thereof, (b) the right to share in Dividends, or (c) rights upon dissolution or liquidation of the Company.

“Public Announcement” has the meaning assigned to such term in Section 14.11(d).

“Quarter” means, unless the context requires otherwise, a fiscal quarter, or, with respect to the fiscal quarter in which the Closing Date occurs, the portion of such fiscal quarter after the Closing Date, of the Company.

“Record Date” means the date established by the Board for determining (a) the identity of the Record Holders entitled to notice of, or to vote at, any meeting of Members or entitled to exercise rights in respect of any lawful action of Members or (b) the identity of Record Holders entitled to receive any report or Dividend or to participate in any offer.

“Record Holder” or “holder” means (a) with respect to any Class A Shares or Class B Shares, respectively, the Person in whose name such Shares are registered on the books of the Transfer Agent as of the opening of business on a particular Business Day, and (b) with respect to any Shares of any other class, the Person in whose name such Shares are registered on the books that the Company has caused to be kept as of the opening of business on such Business Day.

“Redemption” has the meaning assigned to such term in the OpCo LLC Agreement.

“Registration Statement” means the Registration Statement on Form S‑1 (Registration No. 333‑289823) as it has been or as it may be amended or supplemented from time to time, filed by the Company with the Commission under the Securities Act in connection with the IPO.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (or any corresponding provisions of succeeding law).

“Share” means a share issued by the Company that evidences a Member’s limited liability company interest in, and rights, powers and duties with respect to, the Company pursuant to this Agreement and the Act. Shares may be Common Shares or Preferred Shares and may be issued in different classes or series.

“Share Designation” has the meaning assigned to such term in Section 3.2(c).

“Share Majority” means a majority of the total votes that may be cast generally in the election of Directors (other than a Designated Director) by holders of all Outstanding Voting Shares, voting together as a single class.

“Shareholders” has the meaning assigned to such term in the Shareholders’ Agreement.

“Shareholders’ Agreement” means that certain Shareholders’ Agreement, dated September 18, 2025, by and among the Company, the Five Point Members and DVN JV Holdco, as amended, supplemented or restated from time to time.

“Solicitation Statement” has the meaning assigned to such term in Section 14.11(a)(ii)(A).

“Special Approval” means, with respect to any transaction, activity, arrangement or circumstance, that such transaction, activity, arrangement or circumstance (a) has been specifically approved by a majority of the members of a Conflicts Committee, or (b) complies with any applicable rules or guidelines established by a Conflicts Committee with respect to categories of transactions, activities, arrangements or circumstances that are deemed approved by a Conflicts Committee.

“Sponsor Group” means, collectively, (a) the Five Point Members and their Affiliates, and (b) DVN JV Holdco and its Affiliates.

“Subsidiary” means, with respect to any Person, as of any date of determination, any other Person as to which such Person owns or otherwise controls, directly or indirectly, more than 50% of the voting shares or other similar interests or a sole general partner interest or managing member or similar interest of such Person.

(a) A Person shall be admitted as a Member and shall become bound by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share and becomes the Record Holder of such Share in accordance with the provisions of this Article III. A Person may become a Record Holder and, thus, a Member, without the consent or approval of any other Member. A Person may not become a Member without becoming a Record Holder of a Share.

(b) The name and mailing address of each Record Holder shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. The Secretary of the Company shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable).

(c) Except as otherwise provided in the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member.

(d) Subject to Articles XIII and XIV, Members may not be expelled from or removed as Members. Members shall not have any right to withdraw from the Company; provided, that when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member shall cease to be a Member with respect to the Shares so transferred.

(e) Except to the extent expressly provided in this Agreement (including any Share Designation): (i) no Member shall be entitled to the withdrawal or return of its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by Law and then only to the extent provided for in this Agreement; (ii) except as otherwise expressly provided in this Agreement or with respect to a Share Designation, no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or Dividends; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company, by reason of being a Member.

on the issuance of Shares of the same class or series or any other class or series; and (xi) the right, if any, of the holder of each such Share to vote on Company matters, including matters relating to the relative rights, preferences and privileges of such Shares. A Share Designation (or any resolution of the Board amending any Share Designation) shall be effective when a duly executed original of the same is delivered to the Secretary of the Company for inclusion among the permanent records of the Company, and shall be annexed to, and constitute part of, this Agreement (and, for the avoidance of doubt, this Agreement, together with each Share Designation, shall constitute the “limited liability company agreement” of the Company within the meaning of the Act and in the event of any inconsistency between the terms of a Share Designation and the terms of this Agreement, the terms of such Share Designation shall control). Unless otherwise provided in the applicable Share Designation, the Board may at any time increase or decrease the authorized amount of Shares of any class or series, but not below the number of Shares of such class or series then Outstanding.

(d) The Company is authorized to issue an unlimited number of Shares in one or more classes, or one or more series of any such classes as shall be fixed by the Board. All Shares issued pursuant to, and in accordance with the requirements of, this Article III shall be validly issued Shares, except to the extent otherwise provided in the Act or this Agreement (including any Share Designation).

(e) The Board may, without the consent or approval of any Members, amend this Agreement and make any filings under the Act or otherwise to the extent the Board determines that it is necessary or desirable in order to effectuate any issuance of Shares pursuant to this Article III, including an amendment of Section 3.2(d).

(a) Notwithstanding anything to the contrary herein, unless the Board shall determine otherwise in respect of some or all of any or all classes of Shares, Shares shall not be evidenced by certificates. Certificates that are issued shall be executed on behalf of the Company by the Chairman of the Board, President, Chief Executive Officer or any Executive Vice President or Vice President and the Chief Financial Officer or the Secretary or any Assistant Secretary of the Company. No Certificate for a class or series of Shares shall be valid for any purpose until it has been countersigned by the Transfer Agent for such class or series of Shares; provided that if the Board elects to cause the Company to issue Shares of such class or series in global form, the Certificate shall be valid upon receipt of a certificate from the Transfer Agent certifying that the Shares have been duly registered in accordance with the directions of the Company. The Shares shall be entered in the books of the Company as they are issued and shall exhibit the holder’s name and number of Shares. The Shares shall be transferred on the books of the Company, which may be maintained by a third‑party registrar or the Transfer Agent, by the holder thereof in person or by such holder’s attorney, upon surrender for cancellation of certificates for at least the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Company or its agents may reasonably require or upon receipt of proper transfer instructions from the registered holder of uncertificated Shares and upon compliance with appropriate procedures for transferring Shares in uncertificated form, at which time the Company shall issue a new certificate to the Person entitled thereto (if the Shares are then represented by certificates), cancel the old certificate and record the transaction upon its books.

(b) By acceptance of the transfer of any Share, each transferee of a Share (including any nominee holder or an agent or representative acquiring such Shares for the account of another Person) (i) shall be admitted to the Company as a Member with respect to the Shares so transferred to such transferee when any such transfer or admission is reflected in the books and records of the Company, (ii) shall be deemed to agree to be bound by the terms of this Agreement, (iii) shall become the Record Holder of the Shares so transferred, (iv) grants powers of attorney to the Officers of the Company and any Liquidator of the Company, as specified herein, and (v) makes the consents and waivers contained in this Agreement.

(a) The Company may make a pro rata Dividend of Shares of any class or series to all Record Holders of such class or series of Shares, or may effect a subdivision or combination of Shares of any class or series so long as, after any such event and subject to the effect of Section 3.5(d) below, each Member shall have the same Percentage Interest in the Company as before such event, and any amounts calculated on a per Share basis or stated as a number of Shares are proportionately adjusted. Notwithstanding the foregoing, in no event shall either Class A Shares or Class B Shares be split, divided, or combined unless the Outstanding Shares of the other class shall be proportionately split, divided or combined, and a corresponding number of OpCo Units are split, divided or combined in accordance with the OpCo LLC Agreement.

(b) Whenever such a Dividend, subdivision or combination of Shares is declared, the Board may select a Record Date as of which the Dividend, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder. Such Record Date shall not precede the date upon which the resolution fixing the Record Date is adopted and shall not be more than 60 nor less than 10 days prior to such action.

(c) Promptly following any such Dividend, subdivision or combination, the Company may issue Certificates to the Record Holders of Shares as of the applicable Record Date representing the new number of Shares held by such Record Holders, or the Board may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Outstanding Shares, the Company shall require, as a condition to the delivery to a Record Holder of such new Certificate, the surrender of any Certificate held by such Record Holder immediately prior to such Record Date.

(d) The Company shall not issue fractional Shares upon any Dividend, subdivision or combination of Shares. If a Dividend, subdivision or combination of Shares would otherwise result in the issuance of fractional Shares, each fractional Share shall be rounded to the nearest whole Share (and a 0.5 Share shall be rounded to the next higher Share).

(a) Each Member shall have the right, for a purpose that is reasonably related, as determined by the Board in its discretion, to such Member’s interest as a Member in the Company, upon reasonable written demand stating the purpose of such demand and at such Member’s own expense, to obtain the following documents (which shall be deemed satisfied by virtue of the Company publicly filing such documents via EDGAR):

(i) the Company’s most recent annual report and any subsequent quarterly or periodic reports required to be filed with the Commission pursuant to Section 13(a) of the Securities Exchange Act;

(ii) a copy of other publicly available documents that the Company has filed with or furnished to the Commission; and

(iii) a copy of this Agreement and the Certificate of Formation and all amendments thereto, together with copies of the executed copies of all powers of attorney pursuant to which this Agreement, the Certificate of Formation and all amendments thereto have been executed.

(b) To the fullest extent permitted by applicable Law, the rights pursuant to Section 3.7(a) replace in their entirety any rights to information provided for in Section 18‑305 of the Act. Each of the Members, each other Person who acquires an interest in a Share and each other Person bound by this Agreement hereby agrees to the fullest extent permitted by Law that such Person does not have any rights as a Member to receive any information either pursuant to Section 18‑305 of the Act or otherwise except for the information identified in Section 3.7(a).

(c) The Company may keep confidential from the Members, for such period of time as the Board deems reasonable, (i) any information that the Board reasonably believes to be in the nature of trade secrets or (ii) other information the disclosure of which the Board believes (A) is not in the best interests of the Company Group, (B) could damage the Company Group or its business or (C) that any Group Member is required by Law or by agreement with any third party to keep confidential (other than agreements with Affiliates of the Company the primary purpose of which is to circumvent the obligations set forth in this Section 3.7).

(a) On April 11, 2025, in connection with the formation of the Company under the Act, NDB Holdings was admitted as a member of the Company and was issued the Initial LLC Interest. On September 17, 2025, as contemplated by the Contribution Agreement and pursuant to the WB 892 Merger Agreement, (i) each of the Existing Members was admitted as a member of the Company and was issued such Member’s respective Existing LLC Interest, (ii) the Initial LLC Interest was cancelled and NDB Holdings ceased to be a member of the Company, (iii) NDB Holdings was designated as non-member manager of the Company, and (iv) the Company was continued without dissolution.

(b) On the date hereof and pursuant to the Contribution Agreement:

(i) the Initial OpCo Unitholders will each purchase, and the Company shall issue to each such Initial OpCo Unitholder, a number of Class B Shares equal to the number of OpCo Units held by such Initial OpCo Unitholder in exchange for a Capital Contribution of an amount in cash equal to $0.001 per Class B Share issued to such Initial OpCo Unitholder, and each such Initial OpCo Unitholder shall be admitted as a Member and shall become bound by the terms of this Agreement; and

(ii) the Existing LLC Interests held by WBR Holdings and GIC shall be converted into 3,411,735 Class A Shares and 3,398,115 Class A Shares, respectively.

(a) Until the Trigger Event, the Directors, other than those who may be elected by the holders of any class or series of Shares specified in the related Share Designation to the extent provided therein, shall consist of a single class, with the initial term of office to expire at the next annual meeting of Members following the date hereof, and each Director shall hold office until his or her successor shall have been duly elected and qualified, subject, however, to such Director’s earlier death, resignation, disqualification or removal. Prior to the Trigger Event, at each annual meeting of Members, Directors elected to succeed those Directors whose terms then expire shall be elected for a term of office to expire at the next succeeding annual meeting of Members after his or her election (subject to adjustment or provided in Section 5.3(b)), with each Director to hold office until his or her successor shall have been duly elected and qualified, subject, however, to such Director’s earlier death, resignation, disqualification or removal.

(b) On and after the Trigger Event, the Directors, other than those who may be elected by the holders of any class or series of Shares specified in the related Share Designation to the extent provided therein, shall be divided, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as is reasonably possible, with the initial term of office of the first class to expire at the first annual meeting of Members following the Trigger Event, the initial term of office of the second class to expire at the second annual meeting of Members following the Trigger Event, and the initial term of office of the third class to expire at the third annual meeting of Members following the Trigger Event, with each Director to hold office until his or her successor shall have been duly elected and qualified, subject, however, to (i) the terms of the Shareholders’ Agreement and (ii) such Director’s earlier death, resignation, disqualification or removal. Following such initial term, each Director shall serve for a term ending on the third annual meeting following the annual meeting of Members at which such Director was elected. Subject to the terms of the Shareholders’ Agreement, the Five Point Members shall assign members of the Board, other than those Directors who may be elected by the holders of any class or series of Shares specified in the related Share Designation to the extent provided therein, to such classes at the time such classification becomes effective. At each meeting specified in the related Share Designation of Members following the Trigger Event, Directors elected to succeed those Directors whose terms expire at such meeting shall be elected for a term of office to expire in accordance with the related Share Designation, with each Director to hold office until his or her successor shall have been duly elected and qualified, subject, however, to such Director’s earlier death, resignation, disqualification or removal.

(a) So long as the Five Point Members collectively, directly or indirectly, own at least 40% of the Outstanding Voting Shares, the Company shall not take, and shall take all necessary action to cause each member of the Company Group not to take, directly or indirectly (whether by amendment, merger, consolidation, reorganization or otherwise), any of the following actions (or enter into an agreement to take such any such action) without the prior consent of the Five Point Representative, which consent may be withheld in the Five Point Representative’s sole discretion, in addition to any required approval of the Board (or, as applicable, the approval of the requisite governing body of any Subsidiary of the Company or any requisite statutory vote):

(i) terminating the Chief Executive Officer of the Company and/or hiring or appointing his or her successor;

(ii) removing the Chairman of the Board and/or appointing his or her successor;

(iii) increasing or decreasing the size of the Board or any committee of the Board or taking any such action with respect to the governing body of any other member of the Company Group;

(a) The Indemnified Persons shall be indemnified by the Company, to the fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (provided, that, to the fullest extent permitted by applicable Law, no such amendment shall limit an Indemnified Person’s rights to indemnification hereunder with respect to any actions or events occurring prior to the effective date of such amendment), against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements) arising by virtue of being an Indemnified Person or for any acts or omissions in such Indemnified Person’s capacity as an Indemnified Person or otherwise in connection with the Company, this Agreement or the business and affairs of the members of the Company Group, or any investment made or held by any member of the Company Group, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company under the Act, a director or officer of any member of the Company Group, or an officer, director, member, partner, fiduciary or trustee of another Person or any employee benefit plan at the request of the Company. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of any member of the Company Group (including any indebtedness that any member of the Company Group has assumed or taken subject to), and the Officers are hereby authorized and empowered, on behalf of the Company, to enter into one or more indemnity agreements consistent with the provisions of this Article VI in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this Section 6.2(a) that the Company indemnify each Indemnified Person to the fullest extent permitted by applicable Law.

(b) The provisions of this Agreement, to the extent they restrict the duties and liabilities of an Indemnified Person otherwise existing at Law or in equity, including Section 6.3, are agreed by the Company, each Member and each other Person bound by this Agreement to modify such duties and liabilities of the Indemnified Person to the extent permitted by applicable Law.

(c) Any Indemnified Person may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Article VI. The basis of such indemnification by a court shall be a determination by such court that indemnification of the Indemnified Person is proper in the circumstances because such Indemnified Person has met the applicable standards of conduct set forth in Section 6.2(a).

Notice of any application for indemnification pursuant to this Section 6.2(c) shall be given to the Company promptly upon the filing of such application. If successful, in whole or in part, the Indemnified Person seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

(d) To the fullest extent permitted by applicable Law, expenses (including attorneys’ fees) incurred by an Indemnified Person in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding.

(e) The indemnification and advancement of expenses provided by or granted pursuant to this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under this Agreement, or any other agreement, vote of Members or disinterested Directors or otherwise, and shall continue as to an Indemnified Person who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnified Person unless otherwise provided in a written agreement with such Indemnified Person or in the writing pursuant to which such Indemnified Person is indemnified, it being the policy of the Company that indemnification of the Persons specified in Section 6.2(a) shall be made to the fullest extent permitted by applicable Law. The provisions of this Article VI shall not be deemed to preclude the indemnification of any Person who is not specified in Section 6.2(a) but whom the Company has the power or obligation to indemnify under the provisions of the Act.

(f) The Company may purchase and maintain insurance on behalf of any Person entitled to indemnification under this Article VI against any liability asserted against such Person and incurred by such Person in any capacity to which they are entitled to indemnification hereunder, or arising out of such Person’s status as such, whether or not the Company would have the power or the obligation to indemnify such Person against such liability under the provisions of this Article VI.

(g) The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, inure to the benefit of the heirs, executors and administrators of any Person entitled to indemnification under this Article VI.

(h) The Company may, to the extent authorized from time to time by the Board, provide rights to indemnification and to the advancement of expenses to officers, employees and agents of the Company and to the officers, employees and agents of the Company Group similar to those conferred in this Article VI to Indemnified Persons.

(i) If this Article VI or any portion of this Article VI shall be invalidated on any ground by a court of competent jurisdiction the Company shall nevertheless indemnify each Indemnified Person as to expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement with respect to any action, suit, proceeding or investigation, whether civil, criminal or administrative, including a grand jury proceeding or action or suit brought by or in the right of the Company, to the full extent permitted by any applicable portion of this Article VI that shall not have been invalidated.

(j) Each of the Indemnified Persons may, in the performance of his, her or its duties, consult with legal counsel and accountants, and any act or omission by such Person on behalf of the Company in furtherance of the interests of the Company in reliance upon, and in accordance with, the advice of such legal counsel or accountants as to matters the Indemnified Person believes are within such Person’s professional or expert competence will, to the fullest extent permitted by applicable Law, be full justification for any such act or omission, and such Person will, to the fullest extent permitted by applicable Law, be fully protected for such acts and omissions.

for Class A Shares without any duty to the Company, any Member or any other Person bound by this Agreement.

(a) Unless otherwise expressly provided in this Agreement, whenever a potential conflict of interest exists or arises between any member of the Sponsor Group, one or more Directors, Officers or equity owners of the Company or any of their respective Affiliates, on the one hand, and the Company, any Group Member or any Member other than a member of the Sponsor Group, one or more Directors, Officers or equity owners of the Company or their respective Affiliates, on the other hand, any resolution or course of action by the Board or its Affiliates in respect of such conflict of interest shall be permitted and deemed approved by all Members, and shall not constitute a breach of this Agreement, or any agreement contemplated herein, or of any duty stated or implied by Law or equity, including any fiduciary duty, if the resolution or course of action in respect of such conflict of interest is: (i) approved by Special Approval; (ii) approved by the vote of holders of Outstanding Voting Shares representing a majority of the total Outstanding Voting Shares that are held by disinterested parties and eligible to be cast in the election of Directors; (iii) on terms that are, when taken together in their entirety, determined by the Board to be no less favorable to the Company than those generally being provided to or available from unrelated third parties; (iv) determined by the Board to be fair and reasonable to the Company, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Company); or (v) with respect to any election on behalf of OpCo to settle a Redemption with a Cash Election (as defined in the OpCo LLC Agreement), approved by the Board or a committee of the Board that has been delegated the authority to make such elections. The Board shall be authorized, but not required, in connection with its resolution of such conflict of interest to seek Special Approval of such resolution, and the Board may also adopt a resolution or course of action that has not received Special Approval. If Special Approval is sought, any such determination, action or omission by the Board or any committee thereof, as applicable (including the determination to seek Special Approval), will for all purposes be presumed to have been in Good Faith and, in any proceeding brought by or on behalf of any Member or the Company challenging such approval, the Person bringing or prosecuting such proceeding shall have the burden of proving that such determination, action or omission was not in Good Faith. If Special Approval is not sought and the Board, or committee thereof, as applicable, approves the resolution or course of action taken with respect to a conflict of interest, then it shall be presumed that, in making its decision, the Board (or committee thereof) acted in accordance with any and all of its applicable duties, whether express or implied, in equity or otherwise, and in any proceeding brought by any Member or by or on behalf of such Member or any other Member or the Company challenging such approval, the Person bringing or prosecuting such proceeding shall have the burden of overcoming such presumption. Notwithstanding anything to the contrary in this Agreement, the existence of the conflicts of interest described in the Registration Statement are hereby approved by all Members and shall not constitute a breach of this Agreement or of any duty otherwise existing at Law, in equity or otherwise.

(b) The Members hereby authorize the Board, on behalf of the Company as a partner or member of a Group Member, to approve of actions by the managing member, board of directors or similar governing body of such Group Member similar to those actions permitted to be taken by the Board pursuant to this Section 6.4.

(c) Notwithstanding any other provision of this Agreement (including Section 6.3(a)), or any duty existing at Law, in equity or otherwise, whenever the Board (or any committee of the Board, including the Conflicts Committee) makes a determination or takes or declines to take any action in such capacity under this Section 6.4, the Board (or such committee) shall make such determination or take or decline to take such other action in Good Faith.

(a) Except as set forth in Section 6.5(b), notwithstanding any duty otherwise existing at Law or in equity: (i) each member of the Sponsor Group, each officer and director of a member of the Sponsor Group, each Officer and Director of the Company, and each of their respective Affiliates (each an “Unrestricted Party”) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member or business interests and activities with any Group Member’s clients, customers, vendors or employees, and none of the same shall constitute a breach of this Agreement or any duty otherwise existing at Law, in equity or otherwise to any Group Member or any Member (other than to the extent such activity is in breach of any express obligation contained in this Agreement or any other agreement to which such Person and any member of the Company Group are parties); and (ii) neither the doctrine of “corporate opportunity” nor any analogous doctrine shall apply to the Unrestricted Parties. The Company and each Member hereby renounce any interest or expectancy in, or right to be offered an opportunity to participate in, any business opportunity which may be available to or known by the Unrestricted Parties, except as provided in Section 6.5(b). Subject to Section 6.5(b), the Unrestricted Parties shall have no obligation hereunder or resulting from any duty expressed or implied by Law to present, offer or communicate business opportunities to the Members, the Company or its Affiliates that may become available to or known by any member of the Sponsor Group or such Officer, Director or Affiliate. None of any Group Member, any Member or any other Person shall have any rights by virtue of an Officer’s or Director’s duties as an Officer or Director, this Agreement or any Group Member Agreement in any business ventures of any member of the Sponsor Group, any Officer, Director or any of their respective Affiliates.

(b) Notwithstanding the provisions of Section 6.5(a), the Company and each Member do not renounce any interest in any business opportunity offered to any member of the Sponsor Group, any Officer or Director of the Company, or any of their respective Affiliates if such member of the Sponsor Group or such Officer, Director or Affiliate engages in such business or activity resulting from or using information that the Company establishes by a preponderance of the evidence is confidential information of any member of the Company Group, and the provisions of Section 6.5(a) above shall not apply to any such business opportunity. With respect to the members of the Sponsor Group, any Officer or Director, or any of their respective Affiliates, as applicable, the term “confidential information” does not include any information that (i) at the time of disclosure, is available to the public, other than as a result of a disclosure by such Person in breach of a duty or obligation of confidentiality, (ii) is already in the possession of such Person or becomes available to such Person on a non‑confidential basis from a source other than the Company Group (provided that such source is not, to such Person’s knowledge, bound by a contractual, legal or fiduciary obligation of confidentiality to the Company Group with respect to such information) or (iii) has been or was independently developed by such Person.

(c) Each Member shall be deemed to have notice of and to have consented to the provisions of this Section 6.5.

(a) The Board shall have the power and authority to appoint such officers with such titles, authority and duties as determined by the Board. Such Persons so designated by the Board shall be referred to as “Officers.” Unless provided otherwise by resolution of the Board, the Officers shall have the titles, power, authority and duties described below in this Article VIII.

(b) The Officers of the Company may include a Chief Executive Officer, a President, one or more Executive Vice Presidents and Vice Presidents, and a Secretary, and such other Officers as the Board from time to time may deem proper. All Officers elected by the Board shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article VIII. Such Officers shall also have such powers and duties as from time to time may be conferred by the Board or by any committee thereof or, with respect to any Executive Vice President, Vice President, Treasurer or Secretary, by the Chief Executive Officer or President, if any. The Board or any committee thereof may from time to time elect, or the Chief Executive Officer or President, if any, may appoint, such other Officers and such agents, as may be necessary or desirable for the conduct of the business of the Company. Such other Officers and agents shall have such duties and shall hold their offices for such terms as shall be provided in this Agreement or as may be prescribed by the Board or such committee thereof or by the Chief Executive Officer or President, as the case may be. Any number of offices may be held by the same Person.

(c) Each Officer shall hold office until his or her successor shall have been duly elected or appointed and shall have qualified or until such Officer’s earlier death, resignation, disqualification or removal; provided that any Officer may be removed from office at any time by the affirmative vote of a majority of the Board or, except in the case of an Officer or agent elected by the Board, by the Chief Executive Officer or President, if any. Such removal shall be without prejudice to the contractual rights, if any, of the Person so removed. No elected Officer shall have any contractual rights against the Company for compensation by virtue of such election beyond the date of the election of such Officer’s successor or such Officer’s resignation, disqualification or removal, whichever event shall first occur, except as otherwise provided in an employment contract or under an employee deferred compensation plan.

(a) As soon as practicable, but in no event later than 120 days after the close of each fiscal year of the Company, the Board shall use commercially reasonable efforts to cause to be mailed or made available to each Record Holder of a Share, as of a date selected by the Board, an annual report containing financial statements of the Company for such fiscal year of the Company, presented in accordance with U.S. GAAP, including a balance sheet and statements of operations, equity and cash flows, such statements to be audited by a registered public accounting firm selected by the Board.

(b) As soon as practicable, but in no event later than 90 days after the close of each Quarter except the last Quarter of each fiscal year, the Board shall use commercially reasonable efforts to cause to be mailed or made available to each Record Holder of a Share, as of a date selected by the Board, a report containing unaudited financial statements of the Company and such other information as may be required by applicable Law, regulation or rule of any National Securities Exchange on which the Shares are listed for trading, or as the Board determines to be necessary or appropriate.

(c) The Company shall be deemed to have made a report available to each Record Holder as required by this Section 9.3 if it has either (i) filed such report with the Commission via its Electronic Data Gathering, Analysis and Retrieval system and such report is publicly available on such system or (ii) made such report available on any publicly available website maintained by the Company.

(a) The Company has made an election under Treasury Regulation Section 301.7701‑3(c) to be classified as an association taxable as a corporation for U.S. federal tax purposes. The Company shall not make an election to be classified as other than an association taxable as a corporation pursuant to Treasury Regulation Section 301.7701‑3.

(b) Except as otherwise provided herein, the Board shall determine whether the Company should make, change or revoke any other elections permitted by the Code.

(a) an election to dissolve the Company by the Board that is approved by the holders of a Share Majority;

(b) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Act; or

(c) at any time that there are no Members of the Company, unless the business of the Company is continued in accordance with the Act.

(a) a change in the name of the Company, the location of the principal place of business of the Company, the registered agent of the Company or the registered office of the Company;

(b) the admission, substitution, withdrawal or removal of Members in accordance with this Agreement;

(c) a change that the Board determines to be necessary or appropriate to qualify or continue the qualification of the Company as a limited liability company under the Laws of any state;

(d) a change that, in the sole discretion of the Board, it determines (i) does not adversely affect the Members (including adversely affecting the holders of any particular class or series of Shares as compared to other holders of other classes or series of Shares) in any material respect, (ii) to be necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute (including the Act), (iii) to be necessary, desirable or appropriate to facilitate the trading of the Shares or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which Shares are or will be listed for trading, compliance with any of which the Board deems to be in the best interests of the Company and the Members, (iv) to be necessary or appropriate in connection with action taken by the Board pursuant to Section 3.5 or (v) is required to effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement or is otherwise contemplated by this Agreement;

(e) a change in the fiscal year or taxable year of the Company and any other changes that the Board determines to be necessary or appropriate resulting from a change in the fiscal year or taxable year of the Company;

(a) If the Board shall determine to consent to a merger or consolidation, the Board shall approve the Merger Agreement, which shall set forth:

(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;

(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);

(iii) the terms and conditions of the proposed merger or consolidation;

(iv) the manner and basis of exchanging or converting the rights or securities of, or interests in, each constituent business entity for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity; and if any rights or securities of, or interests in, any constituent business entity are not to be exchanged or converted solely for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity, the cash, property, rights, or securities of or interests in, any limited liability company or other business entity which the holders of such rights, securities or interests are to receive, if any;

(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be affected by such merger or consolidation;

(vi) the effective time of the merger or consolidation, which may be the date of the filing of the certificate of merger or certificate of consolidation pursuant to Section 13.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the certificate of merger or certificate of consolidation, the effective time shall be fixed no later than the time of the filing of the certificate of merger or certificate of consolidation or the time stated therein); and

(vii) such other provisions with respect to the proposed merger or consolidation that the Board determines to be necessary or appropriate.

(a) Except as provided in Section 13.3(d) and Section 13.6, the Board, upon its approval of the Merger Agreement or documentation regarding any conversion, shall direct that the Merger Agreement or such conversion documents be submitted to a vote of Members, whether at an annual meeting or a special meeting, in either case, in accordance with the requirements of Article XII. A copy or a summary of the Merger Agreement or such conversion documents shall be included in or enclosed with the notice of meeting.

(b) Except as provided in Section 13.3(d) and Section 13.6, the Merger Agreement or conversion documents, as applicable, shall be approved upon receiving the affirmative vote or consent of the holders of a Share Majority unless the Merger Agreement or conversion documents, as applicable, contains any provision that, if contained in an amendment to this Agreement, the provisions of this Agreement or the Act would require for its approval the vote or consent of a greater percentage of the Outstanding Voting Shares or of any class or series of Members, in which case such greater percentage vote or consent shall be required for approval of the Merger Agreement or such conversion documents.

(c) Except as provided in Section 13.3(d) and Section 13.6, after such approval by vote or consent of the Members, and at any time prior to the filing of the certificate of merger or certificate of consolidation or certificate of conversion pursuant to Section 13.4, the merger, consolidation or conversion may be abandoned pursuant to provisions therefor, if any, set forth in the Merger Agreement or conversion documents.

(d) Notwithstanding anything else contained in this Article XIII or in this Agreement, the Board is permitted, without Member approval, to convert the Company into a different limited liability entity form (including, for the avoidance of doubt, a corporation), or to merge the Company into, or convey all of the Company’s assets to, another limited liability entity (including, for the avoidance of doubt, a corporation), which shall be newly formed and shall have no assets, liabilities or operations at the time of such merger or conveyance other than those it receives from the Company, if (i) the sole purpose of such conversion, merger or conveyance is to effect a mere change in the legal form of the Company and (ii) the Board has determined that the governing instruments of the new entity provide the Members and the Board with substantially similar rights and obligations as are herein contained.

(e) Members are not entitled to dissenters’ rights of appraisal in the event of a merger, consolidation or conversion pursuant to this Article XIII, a sale of all or substantially all of the assets of any member of the Company Group, or any other similar transaction or event.

(f) The Board may not cause the Company to sell, exchange or otherwise dispose of all or substantially all of its assets, in one transaction or a series of related transactions, or approve on behalf of the Company any such sale, exchange or other disposition, without receiving the affirmative vote or consent of the holders of a Share Majority; provided that the foregoing will not limit the ability of the Board to authorize the Company to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Company without the approval of any Member.

(g) Each merger, consolidation or conversion approved pursuant to this Article XIII shall provide that all holders of Class A Shares shall be entitled to receive the same consideration pursuant to such transaction with respect to each of their Class A Shares.

(a) At the effective time of the certificate of merger or certificate of consolidation:

latest to occur of the date of this Agreement or the Company’s last annual meeting, the Delaware Court of Chancery may summarily order a meeting to be held upon the application of any Member or Director. The Delaware Court of Chancery may issue such orders as may be appropriate, including orders designating the time and place of such meeting, the record date for determination of Members entitled to vote, and the form of notice of such meeting.

(c) All elections of Directors will be by written ballots; if authorized by the Board, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be reasonably determined that the electronic transmission was authorized by the Member or proxyholder.

(d) Special meetings of Members of the Company may be called only by the Board pursuant to a resolution adopted by the affirmative vote of a majority of the whole Board; provided that prior to the Trigger Event, special meetings of the Members may also be called by the Secretary of the Company at the request of the Record Holders of a majority of the Outstanding Voting Shares. On and after the Trigger Event, subject to the rights of holders of any class or series of Shares specified in the related Share Designation, the Members shall not have the power to call or request a special meeting of the Members. The Board or a designee authorized by the Board may fix the date, time and place, if any, of any special meeting. The Board or, in the case of a meeting called at the request of the Record Holders of a majority of the Outstanding Voting Shares, the Secretary of the Company at the request of such holders, may adjourn, reschedule, postpone or cancel any special meeting of the Members previously scheduled by or on behalf of the Board.

(a) Notice, stating the place, if any, day and time of any annual or special meeting of the Members, as determined by the Board, and (i) the means of remote communications, if any, by which Members and proxyholders may be deemed to be present in person and vote at such meeting, (ii) the record date for determining the Members entitled to vote at the meeting, if such date is different from the record date for determining Members entitled to notice of the meeting, (iii) in the case of a special meeting of the Members, the purpose or purposes for which the meeting is called, as determined by the Board if applicable, or (iv) in the case of an annual meeting, those matters that the Board, at the time of giving the notice, intends to present for action by the Members, shall be delivered by the Company not less than 10 calendar days nor more than 60 calendar days before the date of the meeting, in a manner and otherwise in accordance with Section 15.1 to each Record Holder who is entitled to vote at such meeting. Such further notice shall be given as may be required by Delaware law. The notice of any meeting of the Members at which Directors are to be elected shall include the name of any nominee or nominees who, at the time of the notice, the Board intends to present for election. Only such business shall be conducted at a special meeting of Members as shall have been brought before the meeting pursuant to the Company’s notice of meeting. Any previously scheduled meeting of the Members may be adjourned, rescheduled or postponed, and any special meeting of the Members may be adjourned, rescheduled, postponed or canceled, by resolution of the Board upon public notice given prior to or on the date previously scheduled for such meeting of the Members.

(b) The Board shall designate the place, if any, of meeting, or means of remote communication, if any, for any annual meeting or for any special meeting of the Members. If no designation is made, the place of meeting shall be the principal office of the Company.

(a) At any meeting of the Members, the holders of a majority of the Outstanding Voting Shares entitled to vote at the meeting, represented in person or by proxy, shall constitute a quorum for such meeting, notwithstanding any provision of this Agreement to the contrary; provided that where a separate vote by a class or series or classes or series is required, a majority of the voting power of the class or classes or series entitled to vote on such matter, represented in person or by proxy, shall constitute a quorum of such class or classes or series with respect to such matter. The submission of matters to Members for approval and the election of Directors shall occur only at a meeting of the Members duly called and held in accordance with this Agreement at which a quorum is present; provided that the Members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, if any action taken (other than adjournment) is approved by the required percentage of Outstanding Voting Shares specified in this Agreement.

business of the Company. In the event that the Company determines to make the list available on an electronic network, the Company shall take reasonable steps to ensure that such information is available only to Members of the Company.

(a) Only those Record Holders of Outstanding Voting Shares on the Record Date set pursuant to Section 14.3 shall be entitled to notice of, and to vote at, a meeting of Members or to act with respect to matters as to which the holders of the Outstanding Voting Shares have the right to vote or to act. All references in this Agreement to votes of, or other acts that may be taken by, the Outstanding Voting Shares shall be deemed to be references to the votes or acts of the Record Holders of such Outstanding Voting Shares on such Record Date.

(b) With respect to Outstanding Voting Shares that are held for a Person’s account by another Person (such as a broker, dealer, bank, trust company or clearing corporation, or an agent of any of the foregoing), in whose name such Outstanding Voting Shares are registered, such other Person shall, in exercising the voting rights in respect of such Outstanding Voting Shares on any matter, and unless the arrangement between such Persons provides otherwise, vote such Outstanding Voting Shares in favor of, and at the direction of, the Person who is the beneficial owner, and the Company shall be entitled to assume it is so acting without further inquiry.

(a) On any matter that is to be voted on by Members, the Members may vote in person or by proxy, and such proxy may be granted in writing, by means of electronic transmission or as otherwise permitted by applicable Law. Any such proxy shall be filed in accordance with the procedure established for the meeting. For purposes of this Agreement, the term “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.

notice, other than from any of the Shareholders, must be received by the Secretary of the Company at the principal executive offices of the Company not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the Public Announcement for the immediately preceding annual meeting (which anniversary, in the case of the first annual meeting of Members following the consummation of the IPO, shall be deemed to be September 1, 2026); provided that subject to the following sentence, if the date of the annual meeting (other than the first annual meeting of Members following the consummation of the IPO) is scheduled for a date that has changed by more than 30 days before or after such anniversary date, or if no annual meeting was held in the prior year (other than the first annual meeting of Members following the consummation of the IPO), notice by the Member to be timely must be so received not earlier than the close of business on the 120th day and not later than the close of business on the later of the 90th day prior to such annual meeting or, if the first Public Announcement of the date of such annual meeting is less than 90 days prior to the date of such annual meeting, the 10th day following the day on which Public Announcement of the date of such meeting is first made by the Company. In no event shall any adjournment, rescheduling or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a Member’s notice as described above. To be in proper form, a Member’s notice, other than any of the Shareholders, (whether given pursuant to this Section 14.11(a) or Section 14.11(b)) to the Secretary of the Company must:

(A) set forth, as to the Member giving the notice and the beneficial owner, if any, on whose behalf the nomination or business is proposed (i) the name and address of such Member, as they appear on the Company’s books, and of such Member’s Member Associated Person (as defined in Section 14.11(d)), if any, (ii) (A) the class or series and number of Shares that are, directly or indirectly, owned beneficially and of record by such Member and any Member Associated Person, (B) any option, warrant, convertible security, Share appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of Shares or with a value derived in whole or in part from the value of any class or series of Shares, whether or not such instrument or right shall be subject to settlement in the underlying class or series of Shares or otherwise (a “Derivative Instrument”), directly or indirectly owned beneficially by such Member or by any Member Associated Person and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of Shares held by such Member or any Member Associated Person, (C) a complete and accurate description of any agreement, arrangement or understanding between or among such Member and such Member’s Member Associated Person and any other person or persons in connection with such Member’s director nomination and the name and address of any other person(s) or entity or entities known to the Member to support such nomination, (D) a description of any proxy, contract, arrangement, understanding or relationship pursuant to which such Member or any Member Associated Person has a right to vote, directly or indirectly, any Shares, (E) any short interest in any security of the Company held by such Member or any Member Associated Person (for purposes of this Agreement, a Person shall be deemed to have a “short interest” in a security if such Person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (F) any rights to Dividends on the Shares owned beneficially by such Member or by any Member Associated Person that are separated or separable from the underlying Shares, (G) any proportionate interest in Shares or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such Member or any Member Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, and (H) any performance‑related fees (other than an asset‑based fee) that such Member or any Member Associated Person is entitled to based on any increase or decrease in the value of Shares or Derivative Instruments, if any, as of the date of such notice, including any such interests held by members of such Member’s or any Member Associated Person’s immediate family sharing the same household (which information shall be supplemented by such Member and any Member Associated Person, if any, not later than ten days after the Record Date for determining the Members entitled to vote at the meeting to disclose such ownership as of the Record Date; provided, that if such date is after the date of the meeting, not later than the day prior to the meeting), (iii) any other information relating to such Member and any Member Associated Person, if any, that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies for, as applicable, the proposal or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (iv) a representation that the Member is a holder of record of Shares entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to bring such nomination or other business before the meeting, and (v) a representation as to whether or not such Member or any Member Associated Person intends or is part of a group that intends to deliver a proxy statement or form of proxy to holders of at least the percentage of the voting power of the Company’s Outstanding Shares required to approve or adopt the proposal or, in the case of a nomination or nominations, at least the percentage of the voting power of the Company’s Outstanding Shares reasonably believed by the Member or Member Associated Person, as the case may be, to be sufficient to elect such nominee or nominees (such representation, a “Solicitation Statement”);

(B) if the notice relates to any business other than a nomination of a director or directors that the Member proposes to bring before the meeting, set forth (i) a brief description of the business desired to be brought before the meeting, (ii) the exact text of the proposal or business (including the text of any resolution proposed for consideration and in the event that such business includes a proposal to amend this Agreement, the language of the proposed amendment), and the reasons for conducting such business at the meeting, (iii) any substantial interest (within the meaning of Item 5 of Schedule 14A under the Exchange Act) of such Member and Member Associated Person, if any, in such business, and (iv) a complete and accurate description of all agreements, arrangements and understandings between or among such Member and such Member Associated Person, if any, and any other Person or Persons or entity or entities (including their names and addresses) in connection with the proposal of such business by such Member;

(C) set forth, as to each Person, if any, whom the Member proposes to nominate for election or reelection to the Board (i) all information relating to such Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such Person’s written consent to being named in the proxy statement as a nominee and to serving as a director, if elected, for the full term for which such Person is standing for election), (ii) 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 such Member and Member Associated Person, if any, and their respective Affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective Affiliates and associates, or others acting in concert therewith, on the other hand, including all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S‑K if the Member making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any Affiliate or associate thereof or Person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant, and (iii) a representation that such Person intends to serve a full term, if elected as a director; and

(D) with respect to each nominee for election or reelection to the Board, include (i) a completed and signed questionnaire, representation and agreement in a form provided by the Company, which form the Member must request from the Secretary of the Company in writing with no less than seven days’ advance notice and (ii) a written representation and agreement (in the form provided by the Secretary of the Company upon written request) that such Person (A) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any Person as to how such Person, if elected as a director of the Company, will act or vote on any issue

or question (a “Voting Commitment”) that has not been disclosed to the Company or (2) any Voting Commitment that could limit or interfere with such Person’s ability to comply, if elected as a director of the Company, with such Person’s fiduciary duties under applicable Law, (B) is not and will not become a party to any agreement, arrangement or understanding with any Person other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, and (C) in such person’s individual capacity and on behalf of any Person on whose behalf the nomination is being made, would be in compliance, if elected as director of the Company, and will comply with all applicable governance, conflict of interest, confidentiality and Share ownership and trading policies and guidelines of the Company. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as a director of the Company, including information that could be relevant to a determination of whether such Person can be considered an Independent Director.

(iii) A Member, other than any of the Shareholders, providing notice of a nomination or proposal of other business to be brought before a meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice shall be true and correct (1) as of the Record Date for the meeting and (2) as of the date that is ten Business Days prior to the meeting or any adjournment, rescheduling or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary of the Company at the principal executive offices of the Company not later than five Business Days after the Record Date for the meeting (in the case of the update and supplement required to be made as of the Record Date) and not later than seven Business Days prior to the date for the meeting or any adjournment, rescheduling or postponement thereof, if practicable (or, if not practicable, on the first practicable date prior to any adjournment, rescheduling or postponement thereof (in the case of the update and supplement required to be made as of ten Business Days prior to the meeting or any adjournment, rescheduling or postponement thereof)).

(b) Special Meeting of Members.

(i) On and after the Trigger Event, only such business shall be conducted at a special meeting of Members as shall have been brought before the meeting by or at the direction of the Board. Nominations of Persons for election to the Board may be made at a special meeting of Members at which directors are to be elected pursuant to a notice of meeting (1) by or at the direction of the Board or any committee thereof (or the Members pursuant to Section 14.2 of this Agreement prior to the Trigger Event) or (2) if the Board (or the Members pursuant to Section 14.2 of this Agreement prior to the Trigger Event) has determined that directors shall be elected at such meeting, and subject to the terms of the Shareholders’ Agreement, by any Member of the Company who (A) is a Member of record at the time of giving of notice provided for in this Agreement and at the time of the special meeting, (B) is entitled to vote at the meeting, and (C) complies with the notice procedures set forth in this Agreement and applicable Law. In addition, if the nomination is made on behalf of a beneficial owner other than the Member of record, such beneficial owner must be the beneficial owner of Shares of the Company both at the time of giving of notice provided for in this Section 14.11 and at the time of the special meeting. If a special meeting of Members is called for the purpose of electing one or more directors to the Board, any such Member may nominate a Person or Persons (as the case may be), for election to such position(s) as specified in the Company’s notice of meeting, if the Member, other than any Shareholders, delivers notice with the information required by Section 14.11(a)(ii) (with the updates required by Section 14.11(a)(iii) of this Agreement with respect to any nomination (including the completed and signed questionnaire, representation and agreement required by Section 14.11(a)(ii)(D) of this Agreement)). Such notice shall be delivered to the Secretary of the Company at the principal executive offices of the Company not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 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 to be elected at such meeting.

In no event shall any adjournment, rescheduling or postponement or the announcement thereof of a special meeting commence a new time period for the giving of a Member’s notice as described above.

(c) Subject to the terms of the Shareholders’ Agreement and except as otherwise required by applicable Law or regulation promulgated under the Exchange Act, and except for director nominees and business proposed by the Board, only such Person who are nominated in accordance with the procedures set forth in this Agreement shall be eligible to serve as Directors, and only such business shall be conducted at a meeting of Members as shall have been brought before the meeting in accordance with the procedures set forth in this Agreement. Any Member or beneficial owner, if any, or Member Associated Person, directly or indirectly soliciting proxies for the election of Directors must use a proxy card color other than white, which shall be reserved for exclusive use by the Company. Except as otherwise provided by applicable Law or this Agreement, the chairman of the meeting shall have the power and duty 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 Agreement and applicable Law and, if any proposed nomination or business is not in compliance with this Agreement and applicable Law, to declare that such defective proposal or nomination shall be disregarded.

(d) For purposes of this Agreement, “close of business” shall mean 6:00 p.m. local time at the principal executive offices of the Company on any calendar day, whether or not the day is a Business Day, “Public Announcement” shall mean disclosure in a press release reported by Dow Jones News Service, the Associated Press, or any other national news service or in a document publicly filed or furnished by the Company with the Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder, and “Member Associated Person” shall mean, for any Member, (A) any Person controlling, directly or indirectly, or acting in concert with, such Member, (B) any beneficial owner of Shares owned of record or beneficially by such Member or (C) any Person controlling, controlled by or under common control with any Person referred to in the preceding clauses (A) or (B).

(e) If a Member or beneficial owner, if any, or any Member Associated Person, intends to solicit proxies in support of any Director nominee other than the Company’s nominees, such Person shall, in addition to the requirements of this Section 14.11: (i) deliver to the Company, no later than the earlier of the time provided in this Section 14.11 or the time provided in Rule 14a‑19 of the Exchange Act, the notice and other information required in Rule 14a‑19 of the Exchange Act; and (ii) deliver to the Company, no later than five Business Days prior to the applicable meeting of Members, reasonable evidence that it (including any others acting in concert with it) has met the requirements of Rule 14a‑19 of the Exchange Act with respect to such nominees. Unless otherwise required by applicable Law, if any Member (1) provides notice pursuant to Rule 14a‑19(b) of the Exchange Act and (2) subsequently fails to comply with any requirement of Rule 14a‑19 of the Exchange Act or any other rules or regulations thereunder or fails timely to provide the evidence described in the preceding clause (ii), then the Company shall disregard any proxies or votes solicited for such nominees, and such nominations shall be disregarded.

(f) In addition to the foregoing provisions of this Agreement, a Member shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Agreement; provided that any references in this Agreement to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the requirements applicable to nominations or proposals as to any other business to be considered pursuant to Section 14.11(a) or Section 14.11(b) of this Agreement. Nothing in this Agreement shall be deemed to affect any rights (A) of Members to request inclusion of proposals in the Company’s proxy statement pursuant to Rule 14a‑8 under the Exchange Act or (B) of the holders of any class or series of Shares specified in the related Share Designation if and to the extent provided for under applicable Law or this Agreement.

(g) Unless otherwise required by law, if the Member (or a qualified representative of the Member) making a nomination or proposal under this Section 14.11 does not appear at the applicable meeting of Members to present such nomination or proposal, the nomination shall be disregarded and the proposed business shall not be transacted, as the case may be, notwithstanding that proxies in favor thereof may have been received by the Company. For purposes of this Section 14.11, to be considered a qualified representative of the Member, a Person must be a duly authorized officer, manager or partner of such Member or must be authorized by a writing executed by such Member or an electronic transmission delivered by such Member to act for such Member as proxy at the meeting of Members and such Person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of Members.

(h) For any nominations or any other business to be properly brought before an annual or special meeting by any Shareholder, such Shareholder shall submit a reasonably detailed notice thereof to the Company not later than the later of the close of business on the 30th day prior to the date the Company first files its preliminary or definitive proxy statement related to such meeting pursuant to the Exchange Act or the tenth day following the day on which public announcement is first made of the date of the special meeting, and such Shareholder and the Company shall cooperate reasonably and in good faith with respect to the inclusion of such matters to be considered at such meeting.

(a) Any notice, demand, request, report or proxy materials required or permitted to be given or made to a Member under this Agreement shall be in writing and shall be deemed given or made when delivered in person or when sent by first class United States mail or by other means of written communication to the Member at the address described below. Any notice, payment or report to be given or made to a Member hereunder shall be deemed conclusively to have been given or made, and the obligation to give such notice or report or to make such payment shall be deemed conclusively to have been fully satisfied, upon sending of such notice, payment or report to the Record Holder of such Shares at his address as shown on the records of the Transfer Agent or as otherwise shown on the records of the Company, regardless of any claim of any Person who may have an interest in such Shares by reason of any assignment or otherwise. Notwithstanding the foregoing, if (i) a Member shall consent to receiving notices, demands, requests, reports or proxy materials via electronic mail or by the Internet or (ii) the rules of the Commission shall permit any report or proxy materials to be delivered electronically or made available via the Internet, any such notice, demand, request, report or proxy materials shall be deemed given or made when delivered or made available via such mode of delivery. An affidavit or certificate of making of any notice, payment or report in accordance with the provisions of this Section 15.1 executed by the Company, the Transfer Agent or the mailing organization shall be prima facie evidence of the giving or making of such notice, payment or report. If any notice, payment or report given or made in accordance with the provisions of this Section 15.1 is returned marked to indicate that such notice, payment or report was unable to be delivered, such notice, payment or report and, in the case of notices, payments or reports returned by the United States Postal Service (or other physical mail delivery service outside the United States of America) and any subsequent notices, payments and reports shall be deemed to have been duly given or made without further mailing (until such time as such Record Holder or another Person notifies the Transfer Agent or the Company of a change in his address) or other delivery if they are available for the Member at the principal office of the Company for a period of one year from the date of the giving or making of such notice, payment or report to the other Members. Delivery of one copy of any notice, demand, request, report or proxy materials to all Record Holders having the same address shall constitute sufficient notice to all such Members under this Agreement if such method of delivery would be permitted by the DGCL to stockholders of a Delaware corporation and if permitted by the rules of the Commission.

(a) This Agreement shall be governed by and construed according to the Laws of the State of Delaware without regard to principles of conflicts of laws.

(b) Unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery lacks jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware does not have jurisdiction, the United States District Court for the District of Delaware, in each case, subject to that court having personal jurisdiction over the indispensable parties named defendants therein) shall, to the fullest extent permitted by applicable Law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, Officer, employee, Member or agent of the Company to the Company or the Company’s Members, (iii) any action asserting a claim against the Company or any director or Officer, Member or other employee of the Company arising pursuant to any provision of the Act or this Agreement, or (iv) any action asserting a claim against the Company or any director or Officer, Member or other employee of the Company governed by the internal affairs doctrine, in each such case subject to said court having personal jurisdiction over the indispensable parties named as defendants therein. Unless the Company consents in writing to the selection of an alternative forum, to the fullest extent permitted by applicable Law, the United States District Court for the District of Delaware shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Any Person purchasing or otherwise acquiring any interest in Shares of the Company shall be deemed to have notice of and consented to the provisions of this Section 15.10.

(c) If any provision or provisions of this Section 15.10 shall be held to be invalid, illegal or unenforceable as applied to any Person or circumstance for any reason whatsoever, then, to the fullest extent permitted by applicable Law, the validity, legal and enforceability of such provisions in any other circumstance and of the remaining provisions of this Section 15.10 (including each portion of any sentence of this Section 15.10 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other Persons or entities and circumstances shall not in any way be affected or impaired thereby. The provisions of this Section 15.10 shall not apply to actions brought to enforce any duty or liability created by the Exchange Act.

(d) To the fullest extent permitted by applicable Law, if any action the subject matter of which is within the scope of Section 15.10(b) is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any Member, such Member shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce Section 15.10(b) (an “FSC Enforcement Action”) and (ii) having service of process made upon such Member in any such FSC Enforcement Action by service upon such Member’s counsel in the Foreign Action as agent for such Member.

Remainder of page intentionally left blank.

IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.

NDB HOLDINGS:

NDB HOLDINGS LLC, a Delaware limited liability company

EXISTING MEMBERS:

WBR HOLDINGS LLC, a Delaware limited liability company

ASHBURTON INVESTMENT PRIVATE LIMITED, a Singapore private limited company

REGISTRATION RIGHTS AGREEMENT

Signature Page to the First Amended and Restated Limited Liability Company Agreement This Registration Rights Agreement (this “Agreement”), dated as of September 18, 2025, is entered into by and among WaterBridge Infrastructure LLC, a Delaware limited liability company (the “Company”), WBR Holdings LLC, a Delaware limited liability company (“WBR Holdings”), NDB Holdings LLC, a Delaware limited liability company (“NDB Holdings”), Desert Environmental Holdings LLC, a Delaware limited liability company (together with WBR Holdings and NDB Holdings, the “Five Point Members”), Devon WB Holdco L.L.C., a Delaware limited liability company (“Devon” and together with the Five Point Members, the “Investor Holders”), Elda River Infrastructure WB LLC, a Delaware limited liability company (“Elda River”), and Ashburton Investment Pte. Ltd., a Singapore private limited company (“GIC” and, together with the Investor Holders and Elda River, the “Initial Holders”). The Company and the Initial Holders are referred to herein collectively as the “Parties” and each individually as a “Party.”

WHEREAS, the Investor Holders, Elda River, certain other parties thereto and the Company have entered into that certain Contribution and Corporate Reorganization Agreement, dated as of September 8, 2025 (the “Contribution Agreement”), pursuant to which (a) the Investor Holders and Elda River received, as consideration for the transactions contemplated by the Contribution Agreement, units representing limited liability company interests in WBI Operating LLC, a Delaware limited liability company (“OpCo Units”), and Class B shares representing limited liability company interests in the Company (“Class B Shares”), and (b) WBR Holdings and GIC received Class A shares representing limited liability company interests in the Company (“Class A Shares,” and together with the Class B Shares, the “Common Shares”); and

WHEREAS, in connection with, and effective upon, the completion of the underwritten initial public offering of Class A Shares (the “IPO”), the Initial Holders have requested, and the Company has agreed to provide, certain registration rights with respect to the Registrable Securities (as herein after defined) as set forth in this Agreement.

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 is hereby acknowledged by each party hereto, the Parties hereby agree as follows:

Unless the context requires otherwise: (a) references to Sections refer to sections of this Agreement; (b) the terms “include,” “includes,” “including” and words of like import shall be deemed to be followed by the words “without limitation”; (c) the terms “hereof,” “hereto,” “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement; (d) the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (e) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (f) references to any law or statute shall include all rules and regulations promulgated thereunder, and references to any law or statute shall be construed as including any legal and statutory provisions consolidating, amending, succeeding or replacing the applicable law or statute; (g) references to any Person include such Person’s successors and permitted assigns; and (h) references to “days” and “months” are to calendar days and calendar months, unless otherwise indicated.

If to the Company: WaterBridge Infrastructure LLC
5555 San Felipe Street, Suite 1200
Houston, Texas 77056

Attention: Harrison Bolling
Email: harrison.bolling@h2obridge.com

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP
811 Main Street, Suite 3700
Houston, Texas 77002
Email: ryan.maierson@lw.com; thomas.brandt@lw.com

Attention: Ryan Maierson; Thomas Brandt
 

[Signature page follows.]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

COMPANY:

WATERBRIDGE INFRASTRUCTURE LLC

By: /s/ Scott L. McNeely
Name: Scott L. McNeely
Title: Executive Vice President, Chief Financial

DEVON WB HOLDCO L.L.C.

By: /s/ Jeffrey L. Ritenour

Name: Jeffrey L. Ritenour
Title: Executive Vice President

Address for notice:
Devon Energy Corporation
333 West Sheridan Avenue
Oklahoma City, Oklahoma 73102-5015
Email: jeff.ritenour@dvn.com; joe.pullampally@dvn.com; edward.highberger@dvn.com
Attn: Jeff Ritenour; Joe Pullampally; Edward Highberger

ELDA RIVER INFRASTRUCTURE WB LLC

By: /s/ Adam Daley

Name: Adam Daley
Title: Managing Partner

Address for notice:
Elda River Capital Management, LLC
1111 Bagby Street
Suite 2000
Houston, Texas 77002
Email: notices@eldariver.com
Attn: General Counsel

ASHBURTON INVESTMENT PTE. LTD.

By: /s/ Helen Newell

Name: Helen Newell
Title: Authorized Signatory

Address for notice:
Ashburton Investment Private Limited
280 Park Avenue

New York, New York 11017

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 [  ], 2025, by and among WaterBridge Infrastructure LLC, a Delaware limited liability company, WBR Holdings LLC, a Delaware limited liability company, NDB Holdings LLC, a Delaware limited liability company, Desert Environmental Holdings LLC, a Delaware limited liability company, Devon WB Holdco L.L.C., a Delaware limited liability company, Elda River Infrastructure WB LLC, a Delaware limited liability company, and Ashburton Investment Pte. Ltd., a Singapore private limited company, and the other Holders (as defined therein) 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 as of the date first written above.

[  ]

By:

Name:
Title:

Address for notice:
[  ]
[  ]

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

WBI OPERATING LLC

DATED AS OF SEPTEMBER 18, 2025

THE UNITS IN WBI OPERATING LLC HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE AND ANY OTHER APPLICABLE SECURITIES LAWS; (II) THE TERMS AND CONDITIONS OF THIS AGREEMENT; AND (III) ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BETWEEN THE MANAGING MEMBER AND THE APPLICABLE MEMBER. THE UNITS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS, THIS AGREEMENT, AND ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BY THE MANAGING MEMBER AND THE APPLICABLE MEMBER. THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH UNITS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME.

Table of Contents

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

WBI OPERATING LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) of WBI Operating LLC, a Delaware limited liability company (the “Company”), is entered into as of September 18, 2025 by and among the Company, WaterBridge Infrastructure LLC, a Delaware limited liability company (“PubCo”), as the managing member of the Company, each of the Existing Members (as defined herein), and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.

RECITALS

WHEREAS, the Company was formed pursuant to a Certificate of Formation filed in the office of the Secretary of State of the State of Delaware on September 10, 2025, as amended from time to time, and is governed by that certain Limited Liability Company Agreement dated as of September 15, 2025 (the “Existing LLC Agreement”);

WHEREAS, on September 17, 2025, pursuant to the Contribution Agreement, WB 892 LLC, a Delaware limited liability company (“WB 892”), and certain of the Existing Members contributed to the Company all of their right, title and interest in and to certain Equity Securities of the Contributed Entities (as defined in the Contribution Agreement) in exchange for newly issued limited liability company interests in the Company (the “Existing OpCo Interests”) and were admitted as members of the Company;

WHEREAS, on September 17, 2025, as contemplated by the Contribution Agreement and pursuant to that certain Agreement and Plan of Merger, dated September 17, 2025, by and among WB 892, PubCo and certain other parties thereto, WB 892 merged with and into PubCo, with PubCo surviving, and PubCo succeeded to all of WB 892’s rights and obligations as a Member of the Company;

WHEREAS, on the date hereof, PubCo (a) issued 31,700,000 Class A Shares to the public for cash in the IPO; (b) purchased certain of the Existing OpCo Interests from one of the Existing Members pursuant to the Contribution Agreement; and (c) contributed all of the remaining net proceeds received by it in the IPO to the Company in exchange for (i) a number of Units equal to the number of Class A Shares issued in the IPO less the number of Units received by PubCo in the OpCo Recapitalization in respect of the Existing OpCo Interests acquired in clause (b) above and (ii) the sole managing member interest in the Company, pursuant to which PubCo shall become the sole managing Member of the Company (in its capacity as managing member of the Company, the “Managing Member”);

WHEREAS, all of the Existing OpCo Interests held by the Existing Members and PubCo shall be reclassified into Units in the amounts set forth on Exhibit A as of the date hereof (the “OpCo Recapitalization”);

“Adjusted Basis” has the meaning given such term in Section 1011 of the Code.

“Adjusted Capital Account Deficit” means the deficit balance, if any, in such Member’s Capital Account at the end of any Fiscal Year or other taxable period, with the following adjustments:

(a) credit to such Capital Account any amount that such Member is obligated to restore under Treasury Regulations Section 1.704‑1(b)(2)(ii)(c), as well as any addition thereto pursuant to the next to last sentences of Treasury Regulations Sections 1.704‑2(g)(1) and 1.704‑2(i)(5) after taking into account thereunder any changes during such year in Company Minimum Gain and Member Minimum Gain; and

(b) debit to such Capital Account the items described in Treasury Regulations Sections 1.704‑1(b)(2)(ii)(d)(4), (5) and (6).

This definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Treasury Regulations Section 1.704‑1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

“Affiliate” has the meaning ascribed to such term in Rule 12b‑2 promulgated under the Exchange Act.

“Agreement” is defined in the preamble to this Agreement.

“Assumed Tax Liability” means, with respect to any Member for any Fiscal Year (or portion thereof), the product of (a) the aggregate amount of U.S. federal taxable income (other than taxable income incurred in connection with the receipt of a guaranteed payment for services by such Member or in a Redemption or Transfer of any Units held by such Member) allocated by the Company to such Member in such Fiscal Year (or portion thereof), less, but not below zero, the aggregate amount of U.S. federal taxable loss allocated by the Company to such Member in such Fiscal Year (or portion thereof) and all prior Fiscal Years (or portion thereof) to the extent such losses were not previously taken into account under this sentence (taking into account for purposes of this clause (a), (i) adjustments and allocations under Sections 704(c), 734 and 743 of the Code and (ii) any applicable limitations on the deductibility of losses assuming allocations of income and loss from the Company were the sole source of income and loss for such Member); multiplied by (b) the highest applicable U.S. federal, state and local income tax rate (including any tax rate imposed on “net investment income” by Section 1411 of the Code and taking into account any applicable deduction under Section 199A of the Code) applicable to an individual or, if higher, a corporation, resident in New York, New York, with respect to the character of U.S. federal taxable income or loss allocated by the Company to such Member (e.g., capital gains or losses, dividends, ordinary income, etc.) during such Fiscal Year (or portion thereof). The Managing Member shall reasonably determine the Assumed Tax Liability for each Member based on such assumptions and adjustments as the Managing Member deems necessary or appropriate, including adjustments on account of the resolution of tax audits.

“beneficially own” and “beneficial owner” shall be as defined in Rule 13d‑3 of the rules promulgated under the Exchange Act.

“Board” means the board of directors of PubCo.

“Business Day” means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America or the State of New York shall not be regarded as a Business Day.

“Call Election Notice” is defined in Section 3.6(f)(ii).

“Call Right” is defined in Section 3.6(f)(i).

“Capital Account” means, with respect to any Member, the Capital Account maintained for such Member in accordance with Section 3.4.

“Capital Contribution” means, with respect to any Member, the amount of cash and the initial Gross Asset Value of any property (other than cash) contributed or deemed to have been contributed to the Company by or on behalf of such Member. Any reference to the Capital Contribution of a Member will include any Capital Contributions made or deemed to have been made by or on behalf of a predecessor holder of such Member’s Units to the extent that such Capital Contribution was made or deemed to have been made in respect of the Units received by such Member in the OpCo Recapitalization or Units Transferred to such Member.

“Cash Election” is defined in Section 3.6(a)(iv) and shall also include any election by PubCo to purchase Units for cash pursuant to an exercise of the Call Right set forth in Section 3.6(f).

“Cash Election Amount” means, with respect to a particular Redemption or an exercise of the Call Right for which a Cash Election has been made, an amount of cash equal to the product of (a) the number of Class A Shares that would have been received in such Redemption or exercise of the Call Right if a Cash Election had not been made and (b) the Unit Redemption Price.

“Change of Control Redemption Date” is defined in Section 3.6(h).

“Class A Shares” means, as applicable, (a) the Class A shares representing limited liability company interests in PubCo or (b) following any consolidation, merger, reclassification or other similar event involving PubCo, any Equity Securities or other securities of PubCo or any other Person or cash or other property that become payable in consideration for the Class A Shares or into which the Class A Shares are exchanged or converted as a result of such consolidation, merger, reclassification or other similar event.

“Class B Shares” means, as applicable, (a) the Class B shares representing limited liability company interests in PubCo or (b) following any consolidation, merger, reclassification or other similar event involving PubCo, any Equity Securities or other securities of PubCo or any other Person or cash or other property that become payable in consideration for the Class B Shares or into which the Class B Shares are exchanged or converted as a result of such consolidation, merger, reclassification or other similar event.

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding Law).

“Commission” means the U.S. Securities and Exchange Commission, including any governmental body or agency succeeding to the functions thereof.

“Company” is defined in the preamble to this Agreement.

“Company Level Taxes” means any federal, state, or local taxes, additions to tax, penalties, and interest payable by the Company or any of its Subsidiaries 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 Partnership Tax Audit Rules.

“Company Minimum Gain” has the meaning of “partnership minimum gain” set forth in Treasury Regulations Sections 1.704‑2(b)(2) and 1.704‑2(d). It is further understood that Company Minimum Gain shall be determined in a manner consistent with the rules of Treasury Regulations Section 1.704‑2(b)(2), including the requirement that if the adjusted Gross Asset Value of property subject to one or more Nonrecourse Liabilities differs from its adjusted tax basis, Company Minimum Gain shall be determined with reference to such Gross Asset Value.

“Company Representative” has the meaning assigned to the term “partnership representative” in Section 6223 of the Code and any Treasury Regulations or other administrative or judicial pronouncements promulgated thereunder, as appointed pursuant to Section 9.4.

“Contract” means any written agreement, contract, lease, sublease, license, sublicense, obligation, promise or undertaking.

“Contribution Agreement” means that certain Contribution and Corporate Reorganization Agreement, dated as of September 8, 2025, by and among PubCo, the Company, the Five Point Members, the other Existing Members and the other Persons party thereto, as such may be amended, supplemented or restated from time to time.

“control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract, credit arrangement or otherwise.

“Corresponding OpCo Equity Securities” is defined in Section 3.1(e).

“Corresponding PubCo Equity Securities” is defined in Section 3.1(e).

“Covered Audit Adjustment” means an adjustment to any partnership‑related item (within the meaning of Section 6241(2)(B) of the Code) to the extent such adjustment results in an “imputed underpayment” as described in Section 6225(b) of the Code or any analogous provision of state or local Law.

“Covered Person” is defined in Section 6.4.

“Debt Securities” means any and all debt instruments or debt securities that are not convertible or exchangeable into Equity Securities.

“Depreciation” means, for each Fiscal Year or other taxable period, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such Fiscal Year or other taxable period, except that (a) with respect to any such property the Gross Asset Value of which differs from its Adjusted 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 Fiscal Year or other taxable period shall be the amount of book basis recovered for such Fiscal Year or other taxable period under the rules prescribed by Treasury Regulations Section 1.704‑3(d)(2), and with respect to any other such property the Gross Asset Value of which differs from its Adjusted Basis for U.S. federal income tax purposes at the beginning of such Fiscal Year or other taxable period, Depreciation shall be an amount that bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year or other taxable period bears to such beginning Adjusted Basis; provided that if the Adjusted Basis for U.S. federal income tax purposes of an asset at the beginning of such Fiscal Year or other taxable period is zero, Depreciation with respect to such asset shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Managing Member.

“Desert Holdings” means Desert Environmental Holdings LLC, a Delaware limited liability company.

“Discount” means 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 any Public Offering.

“DVN JV Holdco” means Devon WB Holdco L.L.C., a Delaware limited liability company.

“Effective Time” means the time and date of the initial closing of the IPO.

“Elda River” means Elda River Infrastructure WB LLC, a Delaware limited liability company.

“Equity Securities” means (a) with respect to a partnership, limited liability company or similar Person, any and all units, interests, rights to purchase, warrants, options or other equivalents of, or other ownership interests in, any such Person as well as debt or equity instruments convertible, exchangeable or exercisable into any such units, interests, rights or other ownership interests, and (b) with respect to a 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.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder (or any corresponding provisions of succeeding Law).

“Excess Tax Amount” is defined in Section 9.5(c).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (or any corresponding provisions of succeeding Law).

“Existing LLC Agreement” is defined in the recitals to this Agreement.

“Existing Members” means, collectively, PubCo, the Five Point Members, DVN JV Holdco, and Elda River.

“Fair Market Value” means the fair market value of any property as determined in Good Faith by the Managing Member after taking into account such factors as the Managing Member shall deem appropriate.

“Federal Bankruptcy Code” means Title 11 of the United States Code, as amended, and the rules and regulations promulgated thereunder (or any corresponding provisions of succeeding Law).

“Fiscal Year” means the fiscal year of the Company, which shall end on December 31 of each calendar year unless, for U.S. federal income tax purposes, another fiscal year is required. The Company shall have the same fiscal year for U.S. federal income tax purposes and for accounting purposes.

“Five Point Members” means, collectively, NDB Holdings, WBR Holdings, Desert Holdings, and their respective successors.

“Five Point Representative” means Five Point Infrastructure LLC or any successor thereto designated in writing to the Company by the holders of a majority-in-interest of the Five Point Members (based on ownership of Units).

“Good Faith” means, when applied to an action or omission of a Person, that such Person, at the time of such action or omission, held a subjective belief that such action or omission is in, or not opposed to, the best interests of the Company.

“Governmental Entity” means any court, administrative agency, regulatory body, commission or other governmental authority, board, bureau or instrumentality, domestic or foreign and any subdivision thereof.

“Gross Asset Value” means, with respect to any asset, the asset’s Adjusted Basis for U.S. federal income tax purposes, except as follows:

(a) the initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross Fair Market Value of such asset as of the date of such contribution;

(b) the Gross Asset Values of all Company assets shall be adjusted to equal their respective gross Fair Market Values as of the following times: (i) the acquisition of an interest (or additional interest) in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution to the Company or in exchange for the performance of more than a de minimis amount of services to or for the benefit of the Company; (ii) the distribution by the Company to a Member of more than a de minimis amount of Company assets as consideration for an interest in the Company; (iii) the liquidation of the Company within the meaning of Treasury Regulations Section 1.704‑1(b)(2)(ii)(g)(1), (iv) the acquisition of an interest in the Company by any new or existing Member upon the exercise of a Non‑Compensatory Option in accordance with Treasury Regulations Section 1.704‑1(b)(2)(iv)(s); or (v) any other event to the extent determined by the Managing Member to be permitted and necessary or appropriate to properly reflect Gross Asset Values in accordance with the standards set forth in Treasury Regulations Section 1.704‑1(b)(2)(iv)(q); provided that adjustments pursuant to clauses (i), (ii) and (iv) above shall be made only if the Managing Member reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company. If any Non‑Compensatory Options are outstanding upon the occurrence of an event described in this paragraph (b)(i) through (b)(v), the Company shall adjust the Gross Asset Values of its properties in accordance with Treasury Regulations Sections 1.704‑1(b)(2)(iv)(f)(1) and 1.704‑1(b)(2)(iv)(h)(2);

(c) the Gross Asset Value of any Company asset distributed to any Member shall be adjusted to equal the gross Fair Market Value of such asset on the date of such distribution;

(d) the Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the Adjusted Basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulations Section 1.704‑1(b)(2)(iv)(m) and subsection (f) in the definition of “Profits” or “Losses” below or Section 4.2(h); provided that the Gross Asset Value of a Company asset shall not be adjusted pursuant to this subsection to the extent the Managing Member determines that an adjustment pursuant to subsection (b) of this definition is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subsection (d); and (e) if the Gross Asset Value of a Company asset has been determined or adjusted pursuant to subsections (a), (b) or (d) of this definition of Gross Asset Value, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits, Losses and other items allocated pursuant to Article IV.

“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.

“Individual Threshold Amount” means, with respect to any Redemption pursuant to Section 3.6(a)(ii)(A)(1), a number of Units equal to (a) $250,000 divided by (b) the Unit Redemption Price, rounded up to the nearest whole Unit.

“Interest” means the entire interest of a Member in the Company, including the Units and all of such Member’s rights, powers and privileges under this Agreement and the Act.

“Investment Company Act” means the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (or any corresponding provisions of succeeding Law).

“IPO” means the initial offering and sale of Class A Shares by PubCo to the public, as described in the Registration Statement.

“Law” means any statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law) of any Governmental Entity.

“Legal Action” is defined in Section 11.8.

“Liability” means any liability or obligation, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated and whether due or to become due, regardless of when asserted.

“Liquidating Event” is defined in Section 10.1.

“Managing Member” is defined in the recitals to this Agreement.

“Member” means any Person that executes this Agreement as a Member, and any other Person admitted to the Company as an additional or substituted Member, that has not made a disposition of such Person’s entire Interest, each in such Person’s capacity as a member of the Company.

“Member Minimum Gain” has the meaning ascribed to “partner nonrecourse debt minimum gain” set forth in Treasury Regulations Section 1.704‑2(i). It is further understood that the determination of Member Minimum Gain and the net increase or decrease in Member Minimum Gain shall be made in the same manner as required for such determination of Company Minimum Gain under Treasury Regulations Sections 1.704‑2(d) and 1.704‑2(g)(3).

“Member Nonrecourse Debt” has the meaning of “partner nonrecourse debt” set forth in Treasury Regulations Section 1.704‑2(b)(4).

“Member Nonrecourse Deductions” has the meaning of “partner nonrecourse deductions” set forth in Treasury Regulations Sections 1.704‑2(i)(1) and 1.704‑2(i)(2).

“Minority Member Redemption Date” is defined in Section 3.6(g).

“Minority Member Redemption Notice” is defined in Section 3.6(g).

“National Securities Exchange” means an exchange registered with the Commission under Section 6(a) of the Exchange Act.

“NDB Holdings” means NDB Holdings, LLC, a Delaware limited liability company.

“Non‑Compensatory Option” has the meaning set forth in Treasury Regulation Section 1.721‑2(f).

“Nonrecourse Deductions” has the meaning assigned that term in Treasury Regulations Section I. 704‑2(b).

“Nonrecourse Liability” is defined in Treasury Regulations Section 1.704‑2(b)(3).

“Officer” is defined in Section 6.2(b).

“OpCo Recapitalization” is defined in the recitals to this Agreement.

“Opportunities Exempt Party” is defined in Section 7.4.

"Over-Allotment Option” is defined in the recitals to this Agreement.

“Over-Allotment Option Net Proceeds” is defined in the recitals to this Agreement.

“Partnership Tax Audit Rules” means Sections 6221 through 6241 of the Code, as amended, together with any final or temporary Treasury Regulations, Revenue Rulings, and case law interpreting Sections 6221 through 6241 of the Code, as amended (and any analogous provision of state or local tax Law).

“Permitted Transferee” means, with respect to any Member, (a) any Affiliate of such Member, (b) any current or former officer, employee, manager, director, partner, shareholder, co-investor, affiliated investment fund, management entity or investment vehicle or member of such Member or any successor of such Persons, (c) any successor entity of such Member, (d) any Person established for the benefit of, and beneficially owned solely by, such Member, (e) with respect to any Member that is a natural person or of which a majority of the outstanding Equity Securities and voting power with respect to the election of directors (or the selection of any other similar governing body in the case of an entity other than a corporation) are beneficially owned by a single natural person, a trust established by or for the benefit of such natural person of which only such natural person and such natural person’s immediate family members are beneficiaries, (f) upon the death of any Member that is a natural person, an executor, administrator or beneficiary of the estate of the deceased Member and (g) any 5% Owner.

“Person” means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act.

“Plan Asset Regulations” means the regulations issued by the U.S. Department of Labor at Section 2510.3‑101 of Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations, or any successor regulations, as the same may be amended from time to time.

“Proceeding” is defined in Section 6.4.

“Profits” or “Losses” means, for each Fiscal Year or other taxable period, an amount equal to the Company’s taxable income or loss for such year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments (without duplication):

(a) any income or gain of the Company that is exempt from U.S. federal income tax and not otherwise taken into account in computing Profits or Losses shall be added to such taxable income or loss;

(b) any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations Section 1.704‑1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses, shall be subtracted from such taxable income or loss;

(c) in the event the Gross Asset Value of any Company asset is adjusted pursuant to subsection (b) or (c) of the definition of Gross Asset Value above, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the Gross Asset Value of the Company asset) or an item of loss (if the adjustment decreases the Gross Asset Value of the Company asset) from the disposition of such asset and shall, except to the extent allocated pursuant to Section 4.2, be taken into account for purposes of computing Profits or Losses;

(d) gain or loss resulting from any disposition of Company assets with respect to which gain or loss is recognized for U.S. federal income tax purposes shall be computed with reference to the Gross Asset Value of the asset disposed of, notwithstanding that the adjusted tax basis of such asset differs from its Gross Asset Value;

(e) in lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation;

(f) to the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Section 734(b) is required, pursuant to Treasury Regulations Section 1.704‑1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Account balances as a result of a distribution other than in liquidation of a Member’s Interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or an item of loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses; and

(g) any items of income, gain, loss or deduction that are specifically allocated pursuant to the provisions of Section 4.2 shall not be taken into account in computing Profits or Losses for any taxable year, but such items available to be specially allocated pursuant to Section 4.2 will be determined by applying rules analogous to those set forth in subparagraphs (a) through (f) above.

“Property” means all real and personal property owned by the Company from time to time, including both tangible and intangible property.

“PubCo” is defined in the preamble to this Agreement.

“PubCo Change of Control” means the acquisition of greater than 50% of the outstanding PubCo Shares entitled to vote in the election of directors of PubCo by any Person (or group of Persons acting in concert), other than by any of the Five Point Members or any Affiliate of any of the Five Point Members, in a transaction approved by (i) the Board and (ii) the Five Point Representative, for so long as the Five Point Members and their Affiliates collectively own at least 20% of the outstanding Units.

Notwithstanding the foregoing, a “PubCo Change of Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of related transactions immediately following which the beneficial holders of the Class A Shares, Class B Shares, or other Equity Securities of PubCo immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in and voting control over, and own substantially all of the shares of, an entity which owns all or substantially all of the assets of PubCo immediately following such transaction or series of transactions.

“PubCo Change of Control Information” is defined in Section 3.6(h).

“PubCo Holdings Group” means PubCo and each Subsidiary of PubCo (other than the Company and its Subsidiaries), if any.

“PubCo LLCA” is defined in the recitals to this Agreement.

“PubCo Shares” means all classes and series of limited liability company interests in PubCo, including the Class A Shares and the Class B Shares.

“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.

“Reclassification Event” means any of the following: (a) any reclassification or recapitalization of PubCo Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination or any transaction subject to Section 3.1(g)), (b) any merger, conversion, consolidation or other combination involving PubCo, or (c) any sale, conveyance, lease, or other disposal of all or substantially all the properties and assets of PubCo to any other Person, in each of clauses (a), (b) or (c), as a result of which holders of PubCo Shares shall be entitled to receive cash, securities or other property for their PubCo Shares.

“Redeeming Member” is defined in Section 3.6(a)(i).

“Redeemed Units” is defined in Section 3.6(a)(ii)(A).

“Redemption” is defined in Section 3.6(a)(i).

“Redemption Contingency” is defined in Section 3.6(a)(iii)(C).

“Redemption Date” means (a) the later of (i) the date that is five Business Days after the applicable Redemption Notice Date and (ii) if the Company or PubCo has made a valid Cash Election with respect to the relevant Redemption, the first Business Day on which the Company or PubCo has available funds to pay the Cash Election Amount, which in no event shall be more than ten Business Days after the Redemption Notice Date, or (b) such later date (i) specified in the Redemption Notice or (ii) on which the Redemption Contingency that is specified in the Redemption Notice is satisfied.

“Redemption Notice” is defined in Section 3.6(a)(ii).

“Redemption Notice Date” is defined in Section 3.6(a)(ii).

“Registration Rights Agreement” means that certain Registration Rights Agreement, dated September 18, 2025, by and among PubCo, the Five Point Members, DVN JV Holdco, Elda River and Ashburton Investment Private Limited, a Singapore private limited company, as such agreement may be amended from time to time in accordance with its terms.

“Registration Statement” means the Registration Statement on Form S‑1 (Registration No. 333‑289823) as it has been or as it may be amended or supplemented from time to time, filed by PubCo with the Commission under the Securities Act in connection with the IPO.

“Regulatory Allocations” is defined in Section 4.2(i).

“Retraction Notice” is defined in Section 3.6(b)(i).

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (or any corresponding provisions of succeeding Law).

“Shareholders’ Agreement” means that certain Shareholders’ Agreement, dated September 18, 2025, by and among PubCo, the Five Point Members and Devon JV Holdco, as such agreement may be amended from time to time in accordance with its terms.

“Subsidiary” means, with respect to any specified Person, any other Person with respect to which such specified Person (a) has, directly or indirectly, the power, through the ownership of securities or otherwise, to elect a majority of directors or similar managing body or (b) beneficially owns, directly or indirectly, a majority of such Person’s Equity Securities.

“Tax Contribution Obligation” is defined in Section 9.5(c).

“Tax Distribution Date” means any date that is five Business Days prior to (a) each date on which quarterly estimated U.S. federal income tax payments are required to be made by calendar year individual taxpayers and (b) each due date for the U.S. federal income tax return of an individual calendar year taxpayer (without regard to extensions).

“Tax Offset” is defined in Section 9.5(c).

“Tax Receivable Agreement” means that certain Tax Receivable Agreement, dated September 18, 2025, by and among PubCo, the Company, the TRA Representatives (as such term is defined in the Tax Receivable Agreement), the TRA Parties (as such term is defined in the Tax Receivable Agreement) and such other Persons party thereto from time to time, as such agreement may be amended from time to time in accordance with its terms.

“TRA Distribution Date” means any date that is five Business Days prior to the date that any payment is required to be made under the Tax Receivable Agreement (or any other tax receivable agreement that the Company and PubCo may enter into).

“Trading Day” means a day on which the New York Stock Exchange or such other principal United States securities exchange on which the Class A Shares are listed or admitted to trading is open for the transaction of business (unless such trading shall have been suspended for the entire day).

“Transfer” means, when used as a noun, any voluntary or involuntary, direct or indirect (whether through a change of control of the Transferor or any Person that controls the Transferor, the issuance or transfer of Equity Securities of the Transferor, by operation of Law or otherwise), transfer, sale, pledge or hypothecation or other disposition and, when used as a verb, voluntarily or involuntarily, directly or indirectly (whether through a change of control of the Transferor or any Person that controls the Transferor, the issuance or transfer of Equity Securities of the Transferor or any Person that controls the Transferor, by operation of Law or otherwise), to transfer, sell, pledge or hypothecate or otherwise dispose of; provided that, notwithstanding anything in this Agreement to the contrary, “Transfer” shall be deemed not to include (a) any issuance or other Transfer of Equity Securities in a Member or any Person that directly or indirectly controls a Member; (b) any issuance or other Transfer of Equity Securities or other interest (i) in any investment fund or alternative investment vehicle of an investment fund that is managed or advised by the investment manager of any Member or its Affiliates or by an Affiliate of such investment manager (a “Fund Entity”), or (ii) in any Person that directly or indirectly owns any equity or voting interest in such Fund Entity (which, for the avoidance of doubt, includes any limited partner, general partner or managing member of any such Fund Entity and any Person who directly or indirectly owns any equity or voting interest in such limited partner, general partner or managing member); or (c) any pledge to any third-party pledgee in a bona fide transaction as collateral to secure obligations pursuant to lending or other arrangements, between such third parties (or their Affiliates or designees) and a Member and/or its Affiliates or any similar arrangement relating to a financing agreement for the benefit of a Member and/or its Affiliates. The terms “Transferee,” “Transferor,” “Transferred,” and other forms of the word “Transfer” shall have the correlative meanings.

“Transfer Agent” is defined in Section 3.6(a)(iii).

“Treasury Regulations” means pronouncements, as amended from time to time, or their successor pronouncements, which clarify, interpret and apply the provisions of the Code, and which are designated as “Treasury Regulations” by the United States Department of the Treasury.

“Uniform Commercial Code” means the Uniform Commercial Code or any successor provision thereof as the same may from time to time be in effect in the State of Delaware.

“Units” means the units representing limited liability company interests in the Company issued under this Agreement, having the rights and obligations specified in this Agreement, and shall also include any Equity Security of the Company issued in respect of or in exchange for any such units, whether by way of dividend or other distribution, split, recapitalization, merger, rollup transaction, consolidation, conversion or reorganization.

“Unit Redemption Price” means, with respect to (x) a particular Redemption or an exercise of the Call Right for which a Cash Election has been made or (y) for purposes of determining the Individual Threshold Amount, (a) if the Class A Shares trade on a securities exchange or automated or electronic quotation system, the average of the volume‑weighted closing price for a Class A Share on the principal U.S. securities exchange or automated or electronic quotation system on which the Class A Shares trade, as reported by Bloomberg, L.P., or its successor, for each of the ten consecutive full Trading Days ending on and including the last full Trading Day immediately prior to the Redemption Notice Date, subject to appropriate and equitable adjustment for any share splits, reverse splits, share dividends or similar events affecting the Class A Shares and (b) if the Class A Shares no longer trade on a securities exchange or automated or electronic quotation system, an amount equal to the Fair Market Value of one Class A Share, as determined by the Managing Member 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; provided that if PubCo conducts a Public Offering to fund any Cash Election Amount as permitted by this Agreement, then the Unit Redemption Price shall be net of each Redeeming Member’s pro rata share of any Discount in connection with such Public Offering.

(a) Interests in the Company shall be represented by Units and other Equity Securities of the Company, in each case as the Managing Member may establish in its discretion in accordance with the terms and subject to the restrictions set forth in this Agreement. Subject to the provisions of this Agreement, the Company shall be authorized to issue from time to time such number of Units and such other Equity Securities as the Managing Member shall determine in accordance with Section 3.3. Each authorized Unit may be issued pursuant to such agreements as the Managing Member shall approve, including pursuant to options and warrants. The Company may reissue any Units and other such Equity Securities that have been repurchased or acquired by the Company.

(b) Except to the extent explicitly provided otherwise herein (including Section 3.3), each outstanding Unit shall be identical.

(c) Initially, none of the Units will be represented by certificates. If the Managing Member determines that it is in the interest of the Company to issue certificates representing the Units, certificates will be issued and the Units will be represented by those certificates, and this Agreement shall be amended as necessary or desirable to reflect the issuance of certificated Units for purposes of the Uniform Commercial Code. Nothing contained in this Section 3.1(c) shall be deemed to authorize or permit any Member to Transfer its Units except as otherwise permitted under this Agreement.

(d) The total number of Units issued and outstanding and held initially by the Members as of the date hereof is set forth on Exhibit A. The Company shall, without the requirement of additional action or approval by the Managing Member or any other Person, update such schedule of Members in the books and records to reflect any Transfers of Interests, the issuance of additional Units or Equity Securities and subdivisions or combinations of Units, in each case, from time to time in accordance with the terms of this Agreement, and such update to the schedule of Members shall not constitute an amendment to this Agreement.

(e) If, at any time after the Effective Time, PubCo issues a Class A Share or any other Equity Security of PubCo (other than Class B Shares), including pursuant to the Over-Allotment Option, (i) the Company shall concurrently issue to PubCo one Unit (if PubCo issues a Class A Share), or such other Equity Security of the Company (if PubCo issues Equity Securities other than Class A Shares) corresponding to the Equity Securities issued by PubCo, and with substantially the same rights to dividends and distributions (including distributions upon liquidation, but taking into account differences resulting from any tax or other Liabilities borne by PubCo) and other economic rights as those of such Equity Securities of PubCo to be issued (“Corresponding OpCo Equity Securities”), and (ii) PubCo shall concurrently contribute to the Company the net proceeds (in cash or other property, as the case may be), if any, received by PubCo for such Class A Share or other Equity Security (including, with respect to any issuance of Class A Shares pursuant to the Over-Allotment Option, the corresponding Over-Allotment Option Net Proceeds); provided, that if PubCo issues any Class A Shares in order to acquire or fund the acquisition from a Member (other than any member of the PubCo Holdings Group) of a number of Units (and Class B Shares) equal to the number of Class A Shares so issued, then the Company shall not issue any new Units in connection therewith and, where such Class A Shares have been issued for cash to fund such an acquisition by PubCo pursuant to a Cash Election, PubCo shall not be required to transfer such net proceeds to the Company, and such net proceeds shall instead be transferred to such Member as consideration for such acquisition as required pursuant to Section 3.6(a)(iii). For the avoidance of doubt, if PubCo issues any Class A Shares or other Equity Security for cash to be used to fund the acquisition by any member of the PubCo Holdings Group of any Person or the assets of any Person, then PubCo shall not be required to transfer such cash proceeds to the Company but instead such member of the PubCo Holdings 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 3.1(e) shall not apply to the issuance and distribution to holders of PubCo Shares of rights to purchase Equity Securities of PubCo under a “poison pill” or similar shareholders rights plan (and upon any Redemption of Units for Class A Shares, such Class A Shares will be issued together with a corresponding right under such plan), or to the issuance under PubCo’s employee benefit plans of any warrants, options, other rights to acquire Equity Securities of PubCo or rights or property that may be converted into or settled in Equity Securities of PubCo, but shall in each of the foregoing cases apply to the issuance of Equity Securities of PubCo in connection with the exercise or settlement of such rights, warrants, options or other rights or property. Except pursuant to Section 3.6, (x) the Company may not issue any additional Units to any member of the PubCo Holdings Group unless substantially simultaneously therewith a member of the PubCo Holdings Group issues or sells an equal number of newly‑issued Class A Shares to another Person, and (y) the Company may not issue any other Equity Securities of the Company to the PubCo Holdings Group unless substantially simultaneously therewith a member of the PubCo Holdings Group issues or sells, to another Person, an equal number of newly‑issued shares of a new class or series of Equity Securities of PubCo with substantially the same rights to dividends and distributions (including distributions upon liquidation, but taking into account differences resulting from any tax or other Liabilities borne by PubCo) and other economic rights as those of such Equity Securities of the Company (“Corresponding PubCo Equity Securities”). If at any time any member of the PubCo Holdings Group issues Debt Securities, such member of the PubCo Holdings Group shall transfer to the Company (in a manner to be determined by the Managing Member in its reasonable discretion) the proceeds received by such member of the PubCo Holdings Group in exchange for such Debt Securities in a manner that directly or indirectly burdens the Company with the repayment of the Debt Securities. In the event any Equity Security outstanding at PubCo is exercised or otherwise converted and, as a result, any Class A Shares or other Equity Securities of PubCo are issued, (1) the corresponding Equity Security outstanding at the Company shall be similarly exercised or otherwise converted, as applicable, and an equivalent number of Units or other Equity Securities of the Company shall be issued to PubCo as contemplated by the first sentence of this Section 3.1(e), and (2) PubCo shall concurrently contribute to the Company the net proceeds received by PubCo from any such exercise.

(f) No member of the PubCo Holdings Group may redeem, repurchase or otherwise acquire (other than from another member of the PubCo Holdings Group) (i) except pursuant to Section 3.6, any Class A Shares (including upon forfeiture of any unvested Class A Shares) unless substantially simultaneously the Company redeems, repurchases or otherwise acquires from the PubCo Holdings Group an equal number of Units for the same price per security or (ii) any other Equity Securities of PubCo, unless substantially simultaneously the Company redeems, repurchases or otherwise acquires from the PubCo Holdings Group an equal number of Corresponding OpCo Equity Securities for the same price per security. The Company may not redeem, repurchase or otherwise acquire (x) except pursuant to Section 3.6, any Units from the PubCo Holdings Group unless substantially simultaneously the PubCo Holdings Group redeems, repurchases or otherwise acquires an equal number of Class A Shares for the same price per security from holders thereof, or (y) any other Equity Securities of the Company from the PubCo Holdings Group unless substantially simultaneously the PubCo Holdings Group redeems, repurchases or otherwise acquires for the same price per security an equal number of Corresponding PubCo Equity Securities. Notwithstanding the foregoing, to the extent that any consideration payable by the PubCo Holdings Group in connection with the redemption or repurchase of any Class A Shares or other Equity Securities of the PubCo Holdings Group consists (in whole or in part) of Class A Shares 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 Units or other Equity Securities of the Company shall be effectuated in an equivalent manner.

(g) Except pursuant to Section 3.1(i) or as provided in Section 5.2(d), the Company shall not in any manner effect any subdivision (by any equity split, equity distribution, reclassification, recapitalization or otherwise) or combination (by reverse equity split, reclassification, recapitalization or otherwise) of the outstanding Units or other Equity Securities of the Company unless accompanied by an identical subdivision or combination, as applicable, of the outstanding PubCo Shares or Corresponding PubCo Equity Securities, with corresponding changes made with respect to any other exchangeable or convertible securities.

aggregate, shall be equal to the number of Class A Shares issued by PubCo in such exercise of the Over-Allotment Option. For the avoidance of doubt, PubCo is hereby admitted as a Member. The parties hereto (x) intend the OpCo Recapitalization to be treated as a partnership recapitalization in accordance with Rev. Rul. 84-52 and Section 721(a) of the Code and (y) shall not take, and shall not permit any of their respective Affiliates to take, any position (whether in a tax return or financial statement, before any Governmental Entity, in any judicial proceeding or otherwise) that is inconsistent with such tax treatment.

(b) Capital Contributions. Except as otherwise set forth in Section 3.1(e) with respect to the obligations of the PubCo Holdings Group, no Member shall be required to make additional Capital Contributions.

(c) Issuance of Additional Units or Interests. Except as otherwise expressly provided in this Agreement, the Managing Member shall have the right to authorize and cause the Company to issue on such terms (including price) as may be determined by the Managing Member (i) subject to the limitations of Section 3.1, additional Units or other Equity Securities in the Company (including creating preferred interests or other classes or series of interests having such rights, preferences and privileges as determined by the Managing Member, which rights, preferences and privileges may be senior to any existing Units), and (ii) obligations, evidences of Indebtedness or other securities or interests convertible or exchangeable for Units or other Equity Securities in the Company; provided that, at any time following the date hereof, in each case the Company shall not issue Equity Securities in the Company to any Person unless such Person shall have executed a counterpart to this Agreement and all other documents, agreements or instruments deemed necessary or desirable in the discretion of the Managing Member. Upon such issuance and execution, such Person shall be admitted as a Member of the Company. In that event, the Managing Member shall update the Company’s books and records to reflect such additional issuances. Pursuant to Section 11.1(b), the Managing Member is hereby authorized to amend this Agreement to set forth the designations, preferences, rights, powers and duties of such additional Units or other Equity Securities in the Company, or such other amendments that the Managing Member determines to be otherwise necessary or appropriate in connection with the creation, authorization or issuance of, any class or series of Units or other Equity Securities in the Company pursuant to this Section 3.3(c) (including that, for the avoidance of doubt, the Managing Member shall have the right to amend this Agreement as set forth in this sentence without the approval of any other Person (including any Member) and notwithstanding any other provision of this Agreement (including Section 11.1) if the Managing Member so determines that such amendment is necessary or appropriate, in connection with any offering of PubCo Shares or other Equity Securities of PubCo provided that the designations, preferences, rights, powers and duties of any such additional Units or other Equity Securities of the Company as set forth in such amendment are substantially similar to those applicable to such PubCo Shares or other Equity Securities of PubCo).

(a) No Member shall be entitled to demand or to receive a return on or of its Capital Contributions or resign from the Company without the written consent of the Managing Member. Under circumstances requiring a return of any Capital Contributions, no Member has the right to receive property other than cash.

(b) No Member shall receive any interest, salary, compensation, draw or reimbursement with respect to its Capital Contributions or its Capital Account, or for services rendered or expenses incurred on behalf of the Company or otherwise in its capacity as a Member, except as otherwise provided in Section 5.2, Section 6.9 or as otherwise contemplated by this Agreement.

(c) The Liability of each Member shall be limited as set forth in the Act and other applicable Law and, except as expressly set forth in this Agreement or required by Law, no Member (or any of its Affiliates) shall be personally liable, whether to the Company, any of the other Members, the creditors of the Company, or any other third party, for any debt or Liability of the Company, whether arising in contract, tort or otherwise, solely by reason of being a Member of the Company.

(d) Except as otherwise required by the Act, a Member shall not be required to restore a deficit balance in such Member’s Capital Account, to lend any funds to the Company or, except as otherwise set forth herein, to make any additional contributions or payments to the Company.

(e) The Company shall not be obligated to repay any Capital Contributions of any Member.

(a) Redemption Right.

(i) Upon the terms and subject to the conditions set forth in this Section 3.6, each of the Members (other than the PubCo Holdings Group) (the “Redeeming Member”) shall be entitled to cause the Company to redeem all or a portion of such Member’s Units (together with the surrender and delivery of the same number of Class B Shares) for an equivalent number of Class A Shares (a “Redemption”) or, at the Company’s election made in accordance with Section 3.6(a)(iii), cash equal to the Cash Election Amount calculated with respect to such Redemption. Upon the Redemption of all of a Member’s Units, such Member shall, for the avoidance of doubt, cease to be a member of the Company.

(ii) Unless otherwise approved by the Managing Member:

(A) Except as set forth in Section 3.6(a)(ii)(B), (C) or (D), with respect to each Redemption, a Redeeming Member that is not a Five Point Member, DVN JV Holdco or Elda River shall be (1) required to redeem (A) for individuals, the lesser of (i) at least a number of Units having, in the aggregate, a fair market value of at least $250,000 upon conversion into Class A shares at the then-current market price of such Class A shares and (ii) all of the Units then held by such Redeeming Member and (B) for non-individuals, at least a number of Units equal to the lesser of (i) 250,000 Units and (ii) all of the Units then held by such Redeeming Member and (2) permitted to effect a Redemption of Units no more frequently than once per calendar quarter. The Managing Member may, if it reasonably believes it necessary to be in compliance with federal securities Law or if it determines it to be in the interest of the Company for administrative purposes to coordinate redemptions by multiple Members or otherwise, adopt a policy to limit Redemptions pursuant to this Section 3.6(a)(ii)(A) to a particular date or period during each quarter by providing notice of such limitation to all Members prior to the beginning of the relevant quarter.

(B) Subject to Section 3.6(k), and except as set forth in Section 3.6(a)(ii)(C), (D), or (E), with respect to each Redemption, a Redeeming Member that is a Five Point Member, DVN JV Holdco or Elda River shall be (1) required to redeem, together with its Affiliates that are also Redeeming Members in such Redemption, at least a number of Units equal to the lesser of (A) 250,000 Units and (B) all of the Units then held by the Five Point Members, DVN JV Holdco or Elda River and their respective Affiliates that are also Redeeming Members in such Redemption, respectively, and (2) permitted to effect a Redemption of Units no more frequently than once per calendar month.

(C) Subject to Section 3.6(k), and except as set forth in Section 3.6(a)(ii)(D), with respect to each Redemption, a Redeeming Member that is a Five Point Member, DVN JV Holdco or Elda River, either alone or concurrently with its Affiliates, may exercise its Redemption right at any time with respect to at least 2,000,000 Units.

(D) Subject to Section 3.6(k), a Redeeming Member may exercise its Redemption right with respect to any of the then‑held Units of such Member if such Redemption right is exercised in connection with a valid exercise of such Member’s rights to have the Class A Shares issuable in connection with such Redemption to participate in an offering of securities pursuant to, and in accordance with, the Registration Rights Agreement.

(E) Subject to Section 3.6(k), a Redeeming Member may exercise its Redemption right no more frequently than once per calendar month with respect to any Units reasonably expected by the Redeeming Member to provide Class A Shares to be sold pursuant to a trading plan adopted pursuant to Rule 10b5-1 of the Exchange Act with respect to the Class A Shares; provided, that the Managing Member approved such trading plan for purposes of this Agreement in advance of its adoption (or amendment, if applicable) (such approval not to be unreasonably withheld, conditioned or delayed). The Managing Member may, if it reasonably believes it necessary to be in compliance with federal securities Law or if it determines it to be in the interest of the Company for administrative purposes to coordinate redemptions by multiple Members or otherwise, adopt a policy to limit Redemptions pursuant to this Section 3.6(a)(ii)(E) to a particular date or period during each calendar month by providing notice of such limitation to all Members prior to the beginning of the relevant calendar month.

(iii) In order to exercise any Redemption right under Section 3.6(a)(i), the Redeeming Member shall provide written notice (a “Redemption Notice”) to the Company at least three Business Days prior to the Redemption Date, with a copy to PubCo (the date of delivery of such Redemption Notice, the “Redemption Notice Date”), stating:

(A) the number of Units (together with the surrender and delivery of an equal number of Class B Shares) the Redeeming Member elects to have the Company redeem (the “Redeemed Units”);

(B) if the Class A Shares to be received are to be issued other than in the name of the Redeeming Member, the name(s) of the Person or Persons in whose name or on whose order the Class A Shares are to be issued;

(C) whether the exercise of the Redemption right is to be contingent (including as to timing) upon the closing of a Public Offering of the Class A Shares for which the Units will be redeemed or the closing of an announced merger, consolidation or other transaction or event to which PubCo is a party in which the Class A Shares would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property (such contingency, a “Redemption Contingency”); and

(D) if the Redeeming Member requires the Redemption to take place on a specific Business Day, such Business Day, provided that any such specified Business Day shall not be earlier than the date that would otherwise apply pursuant to the definition of “Redemption Date.”

If the Redeemed Units (and/or the Class B Shares to be transferred and surrendered) are represented by a certificate or certificates, prior to the Redemption Date, the Redeeming Member shall also present and surrender such certificate or certificates representing such Units (and/or Class B Shares) during normal business hours at the principal executive offices of the Company, or if any agent for the registration or transfer of Class A Shares is then duly appointed and acting (the “Transfer Agent”), at the office of the Transfer Agent. If required by the Managing Member, any certificate for Units and any certificate for Class B Shares (in each case, if certificated) surrendered to the Company hereunder shall be accompanied by instruments of transfer, in forms reasonably satisfactory to the Managing Member and the Transfer Agent, duly executed by the Redeeming Member or the Redeeming Member’s duly authorized representative.

(iv) Upon receipt of a Redemption Notice, the Company shall be entitled to elect (a “Cash Election”) to settle the Redemption by delivering to the Redeeming Member, in lieu of all, but not less than all, of the applicable number of Class A Shares that would be received in such Redemption, an amount of cash equal to the Cash Election Amount for such Redemption. In order to make a Cash Election with respect to a Redemption, the Company must provide written notice of such election to the Redeeming Member (with a copy to PubCo) no later than the second Business Day prior to the Redemption Date. If the Company fails to provide such written notice prior to such time, it shall not be entitled to make a Cash Election with respect to such Redemption without the written consent of the Redeeming Member.

(v) For U.S. federal income (and applicable state and local) tax purposes, each of the Redeeming Member, the Company, and PubCo (and any other member of the PubCo Holdings Group, as applicable), agree to treat (A) each Redemption, to the extent that PubCo or another member of the PubCo Holdings Group contributes to the Company the consideration the Redeeming Member is entitled to receive pursuant to Section 3.6(b)(ii), and (B) in the event PubCo exercises its Call Right, each transaction between the Redeeming Member and PubCo or such other member of the PubCo Holdings Group, as a sale of the Redeeming Member’s Units (together with the same number of Class B Shares) to PubCo or such other member of the PubCo Holdings Group in exchange for Class A Shares or cash, as applicable. For U.S. federal income (and applicable state and local) tax purposes, each of the Redeeming Member, the Company, and PubCo (and any other member of the PubCo Holdings Group, as applicable), agree to treat each Redemption, to the extent PubCo does not exercise its Call Right and neither PubCo nor another member of the PubCo Holdings Group contributes to the Company the consideration the Redeeming Member is entitled to receive under Section 3.6(a)(i), as a distribution by the Company to the Redeeming Member.

(b) Redemption Mechanics.

(i) Subject to the satisfaction of any Redemption Contingency that is specified in the relevant Redemption Notice, the Redemption shall be completed on the Redemption Date and such Class A Shares issuable upon the Redemption, or, if a Cash Election has been made, the Cash Election Amount shall be delivered to the Redeeming Member, as applicable, as soon as reasonably practicable on or following the Redemption Date; provided, that if a valid Cash Election has not been made, the Redeeming Member may, at any time prior to the date that is one Business Day prior to the Redemption Date, revoke its Redemption Notice by giving written notice (the “Retraction Notice”) to the Company (with a copy to PubCo, except, for the avoidance of doubt, in the event the Redeeming Member has waived such revocation right prior to delivering such Redemption Notice); provided that in no event may the Redeeming Member deliver more than one Retraction Notice in any calendar quarter; provided further, that (A) if (1) PubCo has not complied with its obligations under the Registration Rights Agreement with respect to the Redeeming Member at the time of delivery of a Retraction Notice, (2) the Redeeming Member is in possession of any material non-public information concerning PubCo, the receipt of which results in such Redeeming Member being prohibited or restricted from selling Class A Shares at or immediately following the Redemption without disclosure of such information, (3) there shall have occurred a material disruption in the securities markets generally or in the market or markets in which the Class A Shares is then traded or (4) there shall be in effect an injunction, a restraining order or a decree of any nature that restrains or prohibits the Redemption, then in any such case, such notice shall not be subject to the quarterly limitation in the immediately preceding clause and (B) if the Company shall have made a Cash Election or PubCo shall have elected to pay the Cash Election Amount in connection with its exercise of the Call Right, in either case, where such election is subject to Section 3.6(b)(iii), but the Company or PubCo, as applicable, shall have failed to complete the related Redemption, the Redeeming Member shall be entitled to revoke its Redemption Notice at any time prior to consummation of such Redemption by delivering a Retraction Notice to the Company (which revocation right shall not be subject to any other limitation set forth herein). The timely delivery of a Retraction Notice shall terminate all of the Redeeming Member’s, the Company’s and PubCo’s (and any other member of the PubCo Holdings Group, as applicable) rights and obligations arising from the retracted Redemption Notice.

(ii) Unless the Redeeming Member has timely delivered a Retraction Notice as provided in Section 3.6(b)(i) or PubCo has elected to exercise its Call Right pursuant to Section 3.6(f), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) (A) the Redeeming Member shall transfer and surrender the Redeemed Units (and a corresponding number of Class B Shares) to the Company, in each case free and clear of all liens and encumbrances, (B) unless, in the event of a Cash Election by the Company, the Company in its discretion elects to fund any part of the consideration the Redeeming Member is entitled to receive under Section 3.6(a)(i) without a contribution from PubCo (or such other member(s) of the PubCo Holdings Group designated by PubCo), PubCo shall directly or indirectly contribute to the Company the consideration the Redeeming Member is entitled to receive under Section 3.6(a)(i) and, as described in Section 3.1(e), the Company shall issue to PubCo (or such other member(s) of the PubCo Holdings Group, as applicable) a number of Units or other Equity Securities of the Company as consideration for such contribution, (C) the Company shall (1) cancel the Redeemed Units, (2) transfer to the Redeeming Member the consideration the Redeeming Member is entitled to receive under Section 3.6(a)(i), and (3) if the Redeemed 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 (ii)(A) of this Section 3.6(b) and the number of Redeemed Units, and (D) PubCo shall cancel the surrendered Class B Shares. Notwithstanding any other provisions of this Agreement to the contrary, in the event that the Company makes a valid Cash Election, the PubCo Holdings Group shall only be obligated to contribute to the Company an amount in cash equal to the net proceeds (after deduction of any Discount) from the sale by PubCo of a number of Class A Shares equal to the number of Redeemed Units and Class B Shares to be redeemed with such cash or from the sale of other PubCo Equity Securities used to fund the Cash Election Amount; provided that PubCo’s Capital Account (or the Capital Account(s) of the other member(s) of the PubCo Holdings Group, as applicable) shall be increased by the amount of such Discount in accordance with Section 6.9; provided further, that the contribution of such net proceeds shall in no event affect the Redeeming Member’s right to receive the Cash Election Amount.

(iii) Notwithstanding any other provisions of this Agreement, so long as a Redeeming Member and its Affiliates own at least 40% of the Voting Power (as defined in the Shareholders’ Agreement) of PubCo, (A) the Company may not make a Cash Election to settle a Redemption by such Redeeming Member and (B) PubCo may not elect to pay the Cash Election Amount in connection with its exercise of the Call Right with respect to a Redemption by such Redeeming Member, in each case, unless, prior to or contemporaneously with making such Cash Election or electing to pay the Cash Election Amount, as applicable, (y) PubCo has issued a number of PubCo Equity Securities at least equal to the number of Units subject to such Redemption and (z) in the case of clause (A), PubCo shall have contributed to the Company an amount in cash equal to the net proceeds, net of any Discount (including, for the avoidance of doubt, any deferred Discounts payable in connection with or as a result of such issuance), from such issuance of such PubCo Equity Securities; provided that once an issuance of a PubCo Equity Security has been applied pursuant to this sentence to permit a Cash Election or an election to pay the Cash Election Amount in connection with the exercise of the Call Right, such issuance may not be utilized to permit a subsequent Cash Election or an election to pay the Cash Election Amount in connection with the exercise of the Call Right.

(c) If (i) there is any reclassification, reorganization, recapitalization or other similar transaction pursuant to which the Class A Shares 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 3.1(g)), or (ii) except in connection with actions taken with respect to the capitalization of PubCo or the Company pursuant to Section 3.1(i), PubCo, by dividend or otherwise, distributes to all holders of the Class A Shares evidences of its Indebtedness or assets, including securities (including Class A Shares and any rights, options or warrants to all holders of the Class A Shares to subscribe for or to purchase or to otherwise acquire Class A Shares, or other securities or rights convertible into, exchangeable for or exercisable for Class A Shares) but excluding (A) any cash dividend or distribution, or (B) any such distribution of Indebtedness or assets, in either of clause (A) or (B) received by PubCo from the Company in respect of the Units, then upon any subsequent Redemption, in addition to the Class A Shares or the Cash Election Amount, as applicable, each 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, 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 Class A Shares 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), this Section 3.1 shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to the Units held by the Members as of the date hereof, as well as any Units hereafter acquired by a Member and or its Permitted Transferees.

(d) PubCo shall at all times keep available, solely for the purpose of issuance upon a Redemption, such number of Class A Shares that shall be issuable upon the Redemption of all outstanding Units (other than those Units held by any member of the PubCo Holdings Group). PubCo covenants that all Class A Shares that shall be issued upon a Redemption shall, upon issuance thereof, be validly issued, fully paid and non‑assessable (except as such non‑assessability may be limited by Sections 18‑607 and 18‑804 of the Act). In addition, for so long as the Class A Shares are listed on a National Securities Exchange, PubCo shall use its reasonable best efforts to cause all Class A Shares issued upon a Redemption to be listed on such National Securities Exchange at the time of such issuance.

(e) The issuance of Class A Shares upon a Redemption shall be made without charge to the Redeeming Member for any stamp or other similar tax in respect of such issuance; provided that if any such Class A Shares are to be issued in a name other than that of the Redeeming Member, then the Person or Persons in whose name the shares are to be issued shall pay to PubCo the amount of any tax that may be payable in respect of any transfer involved in such issuance or shall establish to the reasonable satisfaction of PubCo that such tax has been paid or is not payable. The Company and each member of the PubCo Holdings Group shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable upon a Redemption 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 Class A Shares. To the extent such amounts are so deducted or withheld and paid over to the relevant Governmental Entity, 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 Class A Shares, the relevant withholding party shall be treated as having sold such Class A Shares 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. Notwithstanding the foregoing, in the event any deduction or withholding is required upon the issuance of Class A Shares, the relevant withholding party may require the Redeeming Member to pay to the relevant withholding party promptly, and in any no event later than ten Business Days after the Redemption Date, cash equal to the amount of any such required deduction or withholding.

(f) Call Right.

(i) Notwithstanding anything to the contrary in this Section 3.6(f), but subject to Section 3.6(g), a Redeeming Member shall be deemed to have offered to sell its Redeemed Units as described in the Redemption Notice to PubCo (or such other member(s) of the PubCo Holdings Group as may be designated by PubCo), which may, in its sole discretion, by means of delivery of a Call Election Notice in accordance with, and subject to the terms of, this Section 3.6(f), elect to purchase directly and acquire such Units (together with the surrender and delivery of the same number of Class B Shares) on the Redemption Date by paying to the Redeeming Member (or, on the Redeeming Member’s written order, its designee) that number of Class A Shares the Redeeming Member (or its designee) would otherwise receive pursuant to Section 3.6(a)(i) or, at the election of PubCo (or such designated member(s) of the PubCo Holdings Group), an amount of cash equal to the Cash Election Amount of such Class A Shares (the “Call Right”), whereupon PubCo (or such designated member(s) of the PubCo Holdings Group) shall acquire the Units offered for redemption by the Redeeming Member (together with the surrender and delivery of the same number of Class B Shares to PubCo for cancellation). PubCo (or such designated member(s) of the PubCo Holdings Group) shall be treated for all purposes of this Agreement as the owner of such Units; provided that if the Cash Election Amount is funded other than through the issuance of Class A Shares, such Units will be reclassified into another Equity Security of the Company if the Managing Member determines such reclassification is necessary.

(ii) PubCo (or such designated member(s) of the PubCo Holdings Group) may, at any time prior to the Redemption Date, in its sole discretion deliver a written notice (a “Call Election Notice”) to the Company and the Redeeming Member setting forth its election to exercise its Call Right. A Call Election Notice may be revoked by the applicable member of the PubCo Holdings Group at any time; provided that any such revocation does not prejudice the ability of the parties to consummate a Redemption on the Redemption Date. Except as otherwise provided by this Section 3.6(f), an exercise of the Call Right shall be consummated pursuant to the same timeframe and in the same manner as the relevant Redemption would have been consummated if a member of the PubCo Holdings Group had not delivered a Call Election Notice.

(g) In the event that (i) the Members (other than the PubCo Holdings Group) beneficially own, in the aggregate, less than 5% of the then outstanding Units and (ii) the Class A Shares are listed or admitted to trading on a National Securities Exchange, PubCo (or such other member(s) of the PubCo Holdings Group designated by PubCo) shall have the right, in its sole discretion, to require all such Members to effect a Redemption of all (but not less than all) of such Member’s Units (together with the surrender and delivery of the same number of Class B Shares); provided that a Cash Election shall not be permitted pursuant to such a Redemption under this Section 3.6(g). PubCo (or such designated member(s) of the PubCo Holdings Group) shall deliver written notice to the Company and each such Member of its intention to exercise its Redemption right pursuant to this Section 3.6(g) (a “Minority Member Redemption Notice”) (x) in the case of any such Member that beneficially owns at least 1% of the then-outstanding Units, at least one calendar year, or (y) in the case of any other such Member, at least five 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 Class B Shares) held by such Member that PubCo (or such designated member(s) of the PubCo Holdings Group) intends to require to be subject to such Redemption. Any Redemption pursuant to this Section 3.6(g) shall be effective on the Minority Member Redemption Date. From and after the Minority Member Redemption Date, (x) the Units and Class B Shares subject to such Redemption shall be deemed to be transferred to PubCo (or such designated member(s) of the PubCo Holdings Group) on the Minority Member Redemption Date and (y) such Member shall cease to have any rights with respect to the Units and Class B Shares subject to the Redemption (other than the right to receive Class A Shares pursuant to such Redemption). Following the 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 PubCo (or such designated member(s) of the PubCo Holdings Group) to effect such Redemption, including taking any action and delivering any document required pursuant to the remainder of this Section 3.6 to effect a Redemption.

(h) In connection with a PubCo Change of Control, PubCo shall have the right, in its sole discretion, to require each Member (other than members of the PubCo Holdings Group) to effect a Redemption of some or all of such Member’s Units (together with the surrender and delivery of the same number of Class B Shares); provided that a Cash Election shall not be permitted pursuant to such a Redemption under this Section 3.6(h). Any Redemption pursuant to this Section 3.6(h) shall be effective immediately prior to the consummation of the PubCo Change of Control (and, for the avoidance of doubt, shall not be effective if such PubCo Change of Control is not consummated) (the “Change of Control Redemption Date”). From and after the Change of Control Redemption Date, (i) the Units and Class B Shares subject to such Redemption shall be deemed to be transferred to PubCo (or such other member(s) of the PubCo Holdings Group designated by PubCo) on the Change of Control Redemption Date and (ii) such Member shall cease to have any rights with respect to the Units and Class B Shares subject to such Redemption (other than the right to receive Class A Shares pursuant to such Redemption (or, if applicable, the consideration to be paid for the Class A Shares in the PubCo Change of Control)).

(a) Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Members on a pro rata basis, in accordance with the number of Units owned by each Member as of the last day of such Fiscal Year or other taxable period. The amount of Nonrecourse Deductions for a Fiscal Year or other taxable period shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Fiscal Year or other taxable period over the aggregate amount of any distributions during that Fiscal Year or other taxable period of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 1.704‑2(d).

(b) Any Member Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Member who bears economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704‑2(i). If more than one Member bears the economic risk of loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the economic risk of loss. This Section 4.2(b) is intended to comply with the provisions of Treasury Regulations Section 1.704‑2(i) and shall be interpreted consistently therewith.

(c) Notwithstanding any other provision of this Agreement to the contrary, if there is a net decrease in Company Minimum Gain during any Fiscal Year or other taxable period (or if there was a net decrease in Company Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this Section 4.2(c)), each Member shall be specially allocated items of Company income and gain for such Fiscal Year or other taxable period in an amount equal to such Member’s share of the net decrease in Company Minimum Gain during such year (as determined pursuant to Treasury Regulations Section 1.704‑2(g)(2)). This section is intended to constitute a minimum gain chargeback under Treasury Regulations Section 1.704‑2(f) and shall be interpreted consistently therewith.

(d) Notwithstanding any other provision of this Agreement except Section 4.2(c), if there is a net decrease in Member Minimum Gain during any Fiscal Year or other taxable period (or if there was a net decrease in Member Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this Section 4.2(d)), each Member shall be specially allocated items of Company income and gain for such year in an amount equal to such Member’s share of the net decrease in Member Minimum Gain (as determined pursuant to Treasury Regulations Section 1.704‑2(i)(4)). This section is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulations Section 1.704‑2(i)(4) and shall be interpreted consistently therewith.

(e) Notwithstanding any provision hereof to the contrary except Section 4.2(a) and Section 4.2(b), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such allocation would cause such Member to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) at the end of such Fiscal Year or other taxable period.

All Losses and other items of loss and expense in excess of the limitation set forth in this Section 4.2(e) shall be allocated to the Members who do not have an Adjusted Capital Account Deficit in proportion to their relative positive Capital Accounts but only to the extent that such Losses and other items of loss and expense do not cause any such Member to have an Adjusted Capital Account Deficit.

(f) Notwithstanding any provision hereof to the contrary except Section 4.2(c) and Section 4.2(d), in the event any Member unexpectedly receives any adjustment, allocation or distribution described in paragraph (4), (5) or (6) of Treasury Regulations Section 1.704‑1(b)(2)(ii)(d), items of income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year or other taxable period) shall be specially allocated to such Member in an amount and manner sufficient to eliminate any Adjusted Capital Account Deficit of that Member as quickly as possible; provided that an allocation pursuant to this Section 4.2(f) 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 IV have been tentatively made as if this Section 4.2(f) were not in this Agreement. This Section 4.2(f) is intended to constitute a qualified income offset under Treasury Regulations Section 1.704‑1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

(g) If any Member has a deficit balance in its Capital Account at the end of any Fiscal Year or other taxable period that is in excess of the sum of (i) the amount that such Member is obligated to restore and (ii) the amount that the Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulations Sections 1.704‑2(g)(1) and 1.704-2(i)(5), that Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 4.2(g) shall be made only if and to the extent that such Member would have a deficit balance in its Capital Account in excess of such sum after all other allocations provided for in this Article IV have been made as if Section 4.2(f) and this Section 4.2(g) were not in this Agreement.

(h) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulations Section 1.704‑1(b)(2)(iv)(m)(2) or 1.704‑1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a distribution to any Member in complete liquidation of such Member’s Interest in the Company, 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) and such item of gain or loss shall be allocated to the Members in accordance with Treasury Regulations Section 1.704‑1(b)(2)(iv)(m)(2) if such section applies or to the Member to whom such distribution was made if Treasury Regulations Section 1.704‑1(b)(2)(iv)(m)(4) applies.

(i) The allocations set forth in Sections 4.2(a) through Section 4.2(h) (the “Regulatory Allocations”) are intended to comply with certain requirements of Treasury Regulations Sections 1.704‑1(b) and 1.704‑2. Notwithstanding any other provision of this Article IV (other than the Regulatory Allocations), the Regulatory Allocations (and anticipated future Regulatory Allocations) shall be taken into account in allocating other items of income, gain, loss and deduction among the Members so that, to the extent possible, the net amount of such allocation of other items and the Regulatory Allocations to each Member should be equal to the net amount that would have been allocated to each such Member if the Regulatory Allocations had not occurred. This Section 4.2(i) is intended to minimize to the extent possible and to the extent necessary any economic distortions which may result from application of the Regulatory Allocations and shall be interpreted in a manner consistent therewith.

(j) Items of income, gain, loss, expense or credit resulting from a Covered Audit Adjustment shall be allocated to the Members in accordance with the applicable provisions of the Partnership Tax Audit Rules.

(a) Except as otherwise provided in this Section 4.3, each item of income, gain, loss and deduction of the Company for U.S. federal income tax purposes shall be allocated among the Members in the same manner as such item is allocated under Sections 4.1 and 4.2.

(b) In accordance with Code Section 704(c) and the Treasury Regulations thereunder (including the Treasury Regulations applying the principles of Code Section 704(c) to changes in Gross Asset Values), items of income, gain, loss and deduction with respect to any Company property having a Gross Asset Value that differs from such property’s adjusted U.S. federal income tax basis shall, solely for U.S. federal income tax purposes, be allocated among the Members to account for any such difference using such method or methods determined by the Managing Member to be appropriate and in accordance with the applicable Treasury Regulations; provided, that the Managing Member will use the “traditional method” under Treasury Regulations Section 1.704‑3(b) with respect to the assets owned by the Company at the time of the IPO.

(c) Any (i) 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, and (ii) recapture of credits shall be allocated to the Members in accordance with applicable Law.

(d) Allocations pursuant to this Section 4.3 are solely for purposes of U.S. federal, state and local 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, other items or distributions pursuant to any provision of this Agreement.

(e) If, as a result of an exercise of a Non‑Compensatory Option to acquire an interest in the Company, a Capital Account reallocation is required under Treasury Regulations Section 1.704‑1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulations Section 1.704‑1(b)(4)(x).

(a) The Members are aware of the income tax consequences of the allocations made by this Article IV and the economic impact of the allocations on the amounts receivable by them under this Agreement. The Members hereby agree to be bound by the provisions of this Article IV in reporting their share of Company income and loss for income tax purposes.

(b) The provisions regarding the establishment and maintenance for each Member of a Capital Account and the allocations set forth herein are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Managing Member determines, that the application of these provisions would result in non‑compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Managing Member is authorized to make any appropriate adjustments to such provisions.

(c) All items of income, gain, loss, deduction and credit allocable to an interest in the Company that may have been Transferred shall be allocated between the Transferor and the Transferee based on the portion of the Fiscal Year or other taxable period during which each was recognized as the owner of such interest, without regard to the results of Company operations during any particular portion of that year and without regard to whether cash distributions were made to the Transferor or the Transferee during that year; provided that this allocation must be made in accordance with a method determined by the Managing Member and permissible under Code Section 706 and the Treasury Regulations thereunder.

accordance with Section 5.1, at such times and in such amounts as the Managing Member reasonably determines is necessary to enable the PubCo Holdings Group, in the aggregate, to timely satisfy any and all U.S. federal, state and local and non‑U.S. tax obligations (including any Company Level Taxes, but excluding any obligations to remit any withholdings withheld from payments to third parties) owed by the PubCo Holdings Group, in the aggregate.

(b) The Company shall, subject to any restrictions contained in any agreement to which the Company is bound, make distributions out of legally available funds on each TRA Distribution Date, to all Members on a pro rata basis in accordance with Section 5.1 to the extent required to cause the PubCo Holdings Group to receive a distribution in an amount equal to the payment due under the Tax Receivable Agreement (or any other tax receivable agreement that the Company and PubCo may enter into) with respect to such TRA Distribution Date.

(c) The Company shall, subject to any restrictions contained in any agreement to which the Company is bound and the Managing Member’s Good Faith determination as to the amount of the Company’s available cash (for the avoidance of doubt, taking into account any distributions reasonably expected to be made pursuant to this Agreement reasonably contemporaneously with such Tax Distribution Date), make distributions out of legally available funds on each Tax Distribution Date, to all Members on a pro rata basis in accordance with Section 5.1 to the extent required to cause (x) any Member in which a 5% Owner (or any Affiliate thereof) holds a direct or indirect interest, provided that such Member has notified the Company of such status (unless the Company is otherwise aware of such status), and (y) each other Member (other than any member of the PubCo Holdings Group) who on such Tax Distribution Date holds (together with its Affiliates) at least 5% of the then‑outstanding Units, to receive a distribution at least equal to such Member’s Additional Tax Distribution Amount, if any, with respect to such Tax Distribution Date, provided that, to the extent that the Managing Member determines in Good Faith that the Company does not have sufficient available cash, the amount of any distributions otherwise required to be made on such Tax Distribution Date shall be decreased as among the Members on a pro rata basis in accordance with the relative amount of the distribution that otherwise would be required to be made to each Member pursuant to such clause; provided further that, for purposes of this Section 5.2(c), the amount of the Company’s available cash shall be determined by taking into account the following: (i) all Indebtedness, obligations and anticipated borrowing needs of the Company and its Subsidiaries, (ii) contractual obligations (including restrictions on distributions under, or required payments with respect to, any credit facilities and other Indebtedness), (iii) the extent to which the Company and its Subsidiaries may commercially reasonably draw on any undrawn lines of credit or other Indebtedness (considering, for the avoidance of doubt, the cost and other terms of such Indebtedness, the desired leverage ratio and net cash flow of the Company, the Company’s ability to repay any additional borrowings, and any other factors the Managing Member may deem appropriate in its Good Faith discretion), and (iv) such cash reserves as the Managing Member determines in its Good Faith discretion to provide for the proper conduct of the business of the Company and its Subsidiaries (including reserves for planned or reasonably contemplated capital expenditures, future acquisitions, and future debt service).

(d)

(i) Each member of the PubCo Holdings Group and each 5% Owner, if such Member so elects in writing at least 15 Business Days in advance of a Tax Distribution Date, shall be entitled to make a cash contribution to the Company, in an amount not greater than the amount of cash received by such Member pursuant to Section 5.2(c) on such Tax Distribution Date, in exchange for the issuance by the Company to such Member of a number of Units equal to (A) the amount of cash contributed to the Company divided by (B) the Unit Reinvestment Price as of such Tax Distribution Date; provided that to the extent any such contribution would give rise to the issuance of fractional Units pursuant to the foregoing formula, but taking into account any recapitalization

of Units pursuant to Section 5.2(d)(ii), such cash shall be retained by the contributing Member and no fractional Units shall be issued. Any such contribution and issuance of Units shall be made on such Tax Distribution Date.

(ii) Effective at the end of such Tax Distribution Date, the Company shall recapitalize its Units (by reverse Unit split, cancellation or otherwise as determined by the Managing Member) to the extent necessary to cause the aggregate number of Units held by the PubCo Holdings Group to equal the number of Class A Shares outstanding, and the Company, the Five Point Representative and PubCo, as applicable, shall make adjustments to the number of Class B Shares outstanding (including, for the avoidance of doubt, the issuance of new Class B Shares or the cancellation of existing Class B Shares) as may be necessary or appropriate such that each Member (other than any member of the PubCo Holdings Group) holds one Class B Share per Unit held by such Member after taking into account such recapitalization.

(iii) To the extent that the Company makes a material distribution pursuant to Section 5.2(a) or Section 5.2(b), the Company shall provide notice to the members of the PubCo Holdings Group and each 5% Owner reasonably in advance of such distribution, and the provisions of Sections 5.2(d)(i) and (ii) shall apply in respect of such distribution as if it were made on a Tax Distribution Date pursuant to Section 5.2(c).

(iv) For U.S. federal income (and applicable state and local) tax purposes, any contribution by a Member pursuant to this Section 5.2(d) shall not be treated as a contribution in exchange for the issuance of new Units, but instead the distribution to such Member pursuant to Section 5.2(a), Section 5.2(b) or Section 5.2(c), as applicable, shall be treated as having been reduced by the amount of such contribution.

(a) PubCo shall be the sole Managing Member of the Company. Except as otherwise required by applicable Law, (i) the Managing Member shall have full and complete charge of all affairs of the Company, (ii) the management and control of the Company’s business activities and operations shall rest exclusively with the Managing Member, and the Managing Member shall make all decisions regarding the business, activities and operations of the Company (including the incurrence of costs and expenses) in the Managing Member’s sole discretion without the consent of any other Member and (iii) no Member other than the Managing Member (in such Member’s capacity as a Member) shall participate in the control, management, direction or operation of the activities or affairs of the Company or have the power to act for or bind the Company. The Managing Member shall not be compensated for its services as Managing Member of the Company except as expressly provided in this Agreement or approved by Members holding a majority of the outstanding Units.

(b) Except as set forth herein, the Managing Member may appoint one or more officers of the Company (each, an “Officer”) at any time, and the Officers may include a president, one or more vice presidents, a secretary, one or more assistant secretaries, a chief executive officer, a chief financial officer, a general counsel, a treasurer, one or more assistant treasurers, a chief operating officer, an executive chairman, and any other Officers that the Managing Member deems appropriate. Except as set forth herein, the Officers will serve at the pleasure of the Managing Member, subject to all rights, if any, of such Officer under any contract of employment. Any individual may hold any number of offices, and an Officer may, but need not, be a Member of the Company.

(c) Subject to this Agreement and to the rights, if any, of an Officer under a contract of employment, any Officer may be removed, either with or without cause, by the Managing Member. Any Officer may resign at any time by giving written notice to the Managing Member. Any resignation will take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation will not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the Officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause will be filled in the manner prescribed in this Agreement for regular appointments to that office.

(d) Unless the Managing Member decides otherwise, if an Officer’s title is one commonly used for an officer of a Delaware corporation, the assignment of such title shall constitute the delegation to such Officer of the authority and duties that are normally associated with that office if such Officer held such office for a Delaware corporation, subject to any restrictions on such authority imposed by the Managing Member. In connection with the performance of their duties as Officers, the Officers shall owe to the Company and the Members the same fiduciary duties as they would owe if the Company was a Delaware corporation and the Members were stockholders thereof, except as otherwise set forth herein, including Section 6.1(c) and Section 7.4.

(a) one or more employees or other agents of the Company or subordinates whom the Managing Member or Officer believes to be reliable and competent in the matters presented; and

(b) any attorney, public accountant, financial advisor, investment banker or other Person as to matters which the Managing Member or Officer believes to be within such Person’s professional or expert competence.

(a) The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (provided that no such amendment shall limit a Covered Person’s rights to indemnification hereunder with respect to any actions or events occurring prior to such amendment), any Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed Action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that he, or a Person for whom he is the legal representative, is or was (w) a Person entitled to indemnification under the Existing LLC Agreement, (x) a Member, an Officer, or acting as the Managing Member or Company Representative or, while a Managing Manager (as defined in the Existing LLC Agreement), entitled to indemnification under the Existing LLC Agreement, (y) a Member, an Officer, or acting as the Managing Member or Company Representative, or (z) is or was serving at the request of the Company as a member, director, officer, trustee, employee or agent of another limited liability company or of a corporation, partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (each, a “Covered Person”), whether the basis of such Proceeding is an alleged action or failure to take action in an official capacity as a member, director, officer, trustee, employee or agent, or in any other capacity while serving as a member, director, officer, trustee, employee or agent, against all expenses, Liability and loss (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement), reasonably incurred or suffered by such Covered Person in connection with such Proceeding.

(a) Except as provided in Section 3.6 or this Article VIII, no Member shall Transfer all or any portion of its Interest without the Managing Member’s prior written consent. If, notwithstanding the provisions of this Section 8.1(a), all or any portion of a Member’s Interests are Transferred in violation of this Section 8.1(a), 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 Interest (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 Managing Member consents in writing to such admission. Any attempted or purported Transfer of all or a portion of a Member’s Interests in violation of this Section 8.1(a) shall be, to the fullest extent permitted by applicable Law, null and void and of no force or effect whatsoever.

deliver to the Company a properly completed and executed IRS Form W‑9 (dated no earlier than 20 days prior to the Transfer) with respect to such transferee Member.

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).

THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT.

THE TRANSFER AND VOTING OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WBI OPERATING LLC DATED AS OF SEPTEMBER 18, 2025 AMONG THE MEMBERS LISTED THEREIN, AS IT MAY BE AMENDED, SUPPLEMENTED AND/OR RESTATED FROM TIME TO TIME, AND NO TRANSFER OF THESE SECURITIES WILL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE ISSUER OF SUCH SECURITIES.”

(a) The Company and any eligible Subsidiary shall make an election (or continue a previously made election) pursuant to Section 754 of the Code for the taxable year of the Company that includes the date hereof and shall not thereafter revoke such election. In addition, the Company shall make the following elections on the appropriate forms or tax returns, if permitted under the Code or applicable Law:

(i) to adopt the calendar year as the Company’s Fiscal Year;

(ii) to adopt the accrual method of accounting for U.S. federal income tax purposes;

(iii) to elect to amortize the organizational expenses of the Company as permitted by Section 709(b) of the Code;

(iv) except where the Company Representative elects to apply Section 9.5(e), to elect the application of Section 6226(a) of the Code with respect to any imputed underpayment, commonly known as the “push out” election, or any analogous election under state or local tax Law, if applicable; and

(v) except as otherwise provided herein, any other election the Company Representative may deem appropriate and in the best interests of the Company.

(b) Upon request of the Company Representative, each Member shall cooperate in Good Faith with the Company in connection with the Company’s efforts to make any election pursuant to this Section 9.2.

(a) Withholding Tax Payments. Each of the Company and its Subsidiaries may withhold from distributions, allocations or portions thereof if it is required to do so by any applicable Law, and each Member hereby authorizes the Company and its Subsidiaries to withhold or pay on behalf of or with respect to such Member any amount of U.S. federal, state or local or non‑U.S. taxes that the Company Representative determines, in Good Faith, that the Company or any of its Subsidiaries is required to withhold or pay with respect to any amount distributable or allocable to such Member pursuant to this Agreement.

(b) Tax Audits. To the extent that any income tax is paid by the Company or any of its Subsidiaries as a result of an audit or other proceeding with respect to such tax and the Company Representative determines, in Good Faith, that such tax specifically relates to one or more particular Members (including any Company Level Taxes), such tax shall be treated as an amount of taxes withheld or paid with respect to such Member pursuant to this Section 9.5. Notwithstanding any provision to the contrary in this Section 9.5, the payment by the Company of Company Level Taxes shall, consistent with the Partnership Tax Audit Rules, be treated as the payment of a Company obligation and shall be treated as paid with respect to a Member to the extent the deduction with respect to such payment is allocated to such Member pursuant to Section 4.2(j), and such payment shall not be treated as a withholding from distributions, allocations, or portions thereof with respect to a Member.

(c) Tax Contribution and Indemnity Obligation. Any amounts withheld or paid with respect to a Member pursuant to Section 9.5(a) or (b) shall be offset against any distributions to which such Member is entitled concurrently with such withholding or payment (a “Tax Offset”); provided that the amount of any distribution subject to a Tax Offset shall be treated as having been distributed to such Member pursuant to Section 5.1, Section 5.2 or Section 10.3(b)(ii) at the time such Tax Offset is made. To the extent that (i) there is a payment of Company Level Taxes relating to a Member or (ii) the amount of such Tax Offset

exceeds the distributions to which such Member is entitled during the same Fiscal Year as such withholding or payment (“Excess Tax Amount”), the amount of such (A) Company Level Taxes or (B) Excess Tax Amount, as applicable, shall, upon notification to such Member by the Company Representative, give rise to an obligation of such Member to make a Capital Contribution to the Company (a “Tax Contribution Obligation”), which Tax Contribution Obligation shall be immediately due and payable. In the event a Member defaults with respect to its obligation under the prior sentence, the Company shall be entitled to offset the amount of a Member’s Tax Contribution Obligation against distributions to which such Member would otherwise be subsequently entitled until the full amount of such Tax Contribution Obligation has been contributed to the Company or has been recovered through offset against distributions, and, for the avoidance of doubt, any such offset shall be treated as distributed to such Members pursuant to Section 5.3 or Section 10.3, as applicable, at the time such offset is made. Any such offset shall not reduce such Member’s Capital Account. Any contribution by a Member with respect to a Tax Contribution Obligation shall increase such Member’s Capital Account but shall not reduce the amount (if any) that a Member is otherwise obligated to contribute to the Company. Each Member hereby unconditionally and irrevocably grants to the Company a security interest in such Member’s Units to secure such Member’s obligation to pay the Company any amounts required to be paid pursuant to this Section 9.5. Each Member shall take such actions as the Company may reasonably request in order to perfect or enforce the security interest created hereunder. Each Member hereby agrees to indemnify and hold harmless the Company, the other Members and the Company Representative from and against any Liability (including any Liability for Company Level Taxes) with respect to income attributable to or distributions or other payments to such Member.

(d) Continued Obligations of Former Members. Any Person who ceases to be a Member shall be deemed to be a Member solely for purposes of this Section 9.5, and the obligations of a Member pursuant to this Section 9.5 shall survive until 30 days after the closing of the applicable statute of limitations on assessment with respect to the taxes withheld or paid by the Company or a Subsidiary that relate to the period during which such Person was actually a Member.

(e) Company Representative Discretion Regarding Recovery of Taxes. Notwithstanding the foregoing, the Company Representative may choose not to recover an amount of Company Level Taxes or other taxes withheld or paid with respect to a Member under this Section 9.5 if the Company Representative determines, in its reasonable discretion, that such a decision would be in the best interests of the Members (e.g., where the cost of recovering the amount of taxes withheld or paid with respect to such Member is not justified in light of the amount that may be recovered from such Member).

(a) upon the determination of the Managing Member, following or in connection with the sale, exchange or other disposition of all or substantially all of the assets and properties of the Company and those of its Subsidiaries;

(b) the determination of the Managing Member, together with the approval of Members holding a majority of the outstanding Units (other than the PubCo Holdings Group) to dissolve, wind up, liquidate and terminate the Company;

(c) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Act; and (d) at any time that there are no Members of the Company, unless the business of the Company is continued in accordance with the Act.

(i) First, to the payment and discharge of all of the Company’s debts and Liabilities to creditors (whether third parties or Members), in the order of priority as provided by applicable Law, except any obligations to the Members in respect of their Capital Accounts; and to set up such cash reserves that the Managing Member or the Winding‑Up Member, as applicable, reasonably deems necessary for contingent or unforeseen Liabilities or future payments (solely to third parties, other than amounts described in Section 6.9) described in Section 10.3(b)(i) (which reserves when they become unnecessary shall be distributed in accordance with the provisions of subsection (ii), below); and

(ii) Second, the balance to the Members, pro rata in accordance with the number of Units owned by each Member.

(c) Except as provided in Section 10.4(a), no Member shall have any right to demand or receive property other than cash upon the dissolution, liquidation and termination of the Company.

(d) Upon the completion of the liquidation of the Company and the distribution of all proceeds of the liquidation and any other funds of the Company, the Company shall terminate and the Managing Member or the Winding‑Up Member, as the case may be, shall have the authority to execute and record a certificate of cancellation of the Company, as well as any and all other documents required to effectuate the winding up and termination of the Company.

(a) To the maximum extent permitted by applicable Law, each Member irrevocably waives any right that it may have to maintain an action for partition with respect to the property of the Company.

(b) Except as otherwise provided in this Agreement, (i) each Member shall look solely to the assets of the Company for the return of its Capital Contributions, and (ii) no Member shall have priority over any other Member as to the return of its Capital Contributions, distributions or allocations.

(a) The terms and provisions of this Agreement may be waived, modified or amended by the Managing Member together with the holders of a majority of the Units held by the Members (other than the PubCo Holdings Group); provided that no waiver, modification or amendment shall be effective until at least five (5) Business Days after written notice is provided to the Members, and, for the avoidance of doubt, any Member shall have the right to file a Redemption Notice in accordance with Section 3.6 prior to the effectiveness of any material waiver, modification or amendment; provided further, that no amendment to this Agreement may:

(i) modify the limited liability of any Member, or increase the Liabilities of any Member, in each case, without the prior consent of each such affected Member;

(ii) materially alter or change any rights, preferences or privileges of any class of Interests in a manner that is different or prejudicial relative to any other class of Interests, without the prior consent of the Members holding a majority of the Interests affected in such a different or prejudicial manner; or

(iii) adversely affect any Member, without the prior consent of such Person, which consent may be withheld in such Person’s sole discretion, so long as such Person, together with its Affiliates, directly or indirectly collectively own at least 10% of the outstanding Units.

(b) Notwithstanding the foregoing subsection (a), the Managing Member, acting alone, may amend this Agreement, or update the books and records of the Company, (i) to reflect a change of an administrative nature that is necessary in order to implement the substantive provisions hereof, (ii) to reflect the admission of new Members, Transfers of Interests, the issuance of additional Units or Equity Securities, as provided by the terms of this Agreement, and, subject to Section 11.1(a), subdivisions or combinations of Units made in compliance with Section 3.1(g) or Section 5.2(d), (iii) to the minimum extent necessary to comply with or administer in an equitable manner the Partnership Tax Audit Rules in any manner determined by the Managing Member, (iv) as necessary to avoid the Company being classified as a “publicly traded partnership” within the meaning of Section 7704(b) of the Code and (v) to reflect a change in the name of the Company.

(c) No waiver of any provision or default under, nor consent to any exception to, the terms of this Agreement or any agreement contemplated hereby shall be effective unless in writing and signed by the party to be bound and then only to the specific purpose, extent and instance so provided. No failure by any party to insist upon 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 waiver of any such breach of any other covenant, duty, agreement or condition.

If to the Company or the Managing Member, addressed to it at:

WBI Operating LLC

5555 San Felipe Street, Suite 1200

Houston, Texas 77056

Electronic mail: Harrison.bolling@h2obridge.com

Attention: Harrison Bolling

With copies (which shall not constitute notice) to:

WaterBridge Infrastructure LLC

5555 San Felipe Street, Suite 1200

Houston, Texas 77056

Electronic mail: Harrison.bolling@h2obridge.com

Attention: Harrison Bolling

Latham & Watkins LLP

811 Main Street, Suite 3700

Houston, Texas 77002

Electronic mail: ryan.maierson@lw.com; thomas.brandt@lw.com

Attention: Ryan Maierson; Thomas Brandt

or to such other address or to such other Person as such party shall have last designated by such notice to the other parties.

[Signatures on Next Page]

IN WITNESS WHEREOF, each of the parties hereto has caused this Amended and Restated Limited Liability Company Agreement to be executed as of the day and year first above written.

EXHIBIT A