DIRECTOR DESIGNATION AGREEMENT
This DIRECTOR DESIGNATION AGREEMENT (this Agreement), dated as of , 2021, is entered into by and among Desert Peak Minerals Inc., a Delaware corporation (the Company), KMF DPM HoldCo, LLC, a Delaware limited liability company (KMF Holdco), Chambers DPM HoldCo, LLC, a Delaware limited liability company (Chambers Holdco and together with KMF Holdco, Kimmeridge), Rock Ridge Royalty Company LLC, a Delaware limited liability company (Rock Ridge), Source Energy Leasehold, LP, a Delaware limited partnership (Source Leasehold) and Permian Mineral Acquisitions, LP, a Delaware limited partnership (Source Permian, together with Source Leasehold, the Source Stockholders and collectively, with Kimmeridge, Rock Ridge and Source Leasehold, the Principal Stockholders).
WHEREAS, the Principal Stockholders, certain other parties thereto and the Company have entered into that certain Merger Agreement, dated as of the date hereof (the Merger Agreement), pursuant to which each of the Principal Stockholders, in consideration for the merger, has received units in Desert Peak LLC and shares of Class B Common Stock; and
WHEREAS, as a condition precedent to the execution, delivery and performance of the Merger Agreement, and in connection with, and effective upon, the completion of an underwritten public offering (the IPO) of shares of Class A Common Stock, the Principal Stockholders and the Company have entered into this Agreement to set forth certain understandings among themselves, including with respect to certain corporate governance matters.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1.1 Certain Definitions. As used in this Agreement, the following terms shall have the following meanings:
Affiliate means, with respect to any specified Person, a Person that directly or indirectly Controls or is Controlled by, or is under common Control with, such specified Person.
Beneficial Owner of a security is a Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares (a) voting power, which includes the power to vote, or to direct the voting of, such security and/or (b) investment power, which includes the power to dispose, or to direct the disposition of, such security. The terms Beneficially Own and Beneficial Ownership shall have correlative meanings. For the avoidance of doubt, for purposes of this Agreement each Principal Stockholder is deemed to Beneficially Own the shares of Common Stock owned by it, notwithstanding the fact that such shares are subject to this Agreement.
Board means the Board of Directors of the Company.