SECOND AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
BRIGHAM EQUITY HOLDINGS, LLC
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of Brigham Equity Holdings, LLC, a Delaware limited liability company (the Company), is executed and agreed to as of April 23, 2019 (the Effective Date) by and among the Manager (as defined herein) and the Members (as defined herein) of the Company. Capitalized terms used herein shall have the meanings set forth in Article 2 unless otherwise defined herein.
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 October 15, 2018 (the Certificate) and immediately prior to the adoption of this Agreement was governed by a First Amended and Restated Limited Liability Company Agreement dated as of November 20, 2018 (the Existing LLC Agreement);
WHEREAS, on November 20, 2018, as part of a restructuring, Brigham Resources, LLC, a Delaware limited liability company (Brigham Resources), merged with and into Brigham Merger Sub, LLC, a Delaware limited liability company and (prior to such merger) an indirect wholly owned subsidiary of Brigham Resources, with Brigham Resources as the surviving entity (the Flip Merger) and, as a result of the Flip Merger, (i) Brigham Resources became a wholly owned subsidiary of Brigham Minerals Holdings, LLC, a Delaware limited liability company (Brigham Minerals Holdings), which is (prior to the consummation of the transactions described below) and was (prior to the Flip Merger) a wholly owned subsidiary of the Company, and (ii) in exchange for their Units (as defined in the Brigham Resources Second A&R LLC Agreement) in Brigham Resources, each Member (as defined in the Brigham Resources Second A&R LLC Agreement) of Brigham Resources immediately prior to the Flip Merger received Units (as defined in the Existing LLC Agreement) in the Company having substantially the same rights, powers, privileges, duties and obligations;
WHEREAS, immediately prior to the effectiveness of the Master Reorganization Agreement (as defined below), the Company issued certain Series M Units and Series Z Units (each as defined in the Existing LLC Agreement) to Brigham Minerals, Inc., a Delaware corporation (PubCo), and certain former service providers of the Company or one or more of its Affiliates that are callable by PubCo (the Pre-IPO Units);
WHEREAS, as part of an additional restructuring in anticipation of the initial public offering of shares of Class A Common Stock of PubCo, par value $0.01 per share (PubCo Class A Common Stock), the Company desires for the holders of its Series A Units (as defined in the Existing LLC Agreement), Series A-M Units (as defined in the Existing LLC Agreement), Series A-Z Units (as defined in the Existing LLC Agreement), Initially Vested Series M Units and Initially Vested Series Z Units and PubCo, as the holder of all of the Pre-IPO Units following completion of certain transactions contemplated by the Master Reorganization Agreement, to hold equity interests in Brigham Minerals Holdings directly rather than indirectly through the Company and, therefore, simultaneously with the effectiveness of this Agreement, the Company entered into a Master Reorganization Agreement with certain of its members (the Master Reorganization Agreement);