Common use of Rights and Obligations of Members Clause in Contracts

Rights and Obligations of Members. 20 Section 7.1 Limitation of Liability and Duties of Members. 20 Section 7.2 Lack of Authority. 21 Section 7.3 No Right of Partition. 21 Section 7.4 Indemnification. 21 Section 7.5 Members Right to Act. 22 Section 7.6 Inspection Rights. 23 ARTICLE VIII. BOOKS, RECORDS, ACCOUNTING AND REPORTS, AFFIRMATIVE COVENANTS 24 Section 8.1 Records and Accounting. 24 Section 8.2 Fiscal Year. 24 Section 8.3 Reports. 24 ARTICLE IX. TAX MATTERS 24 Section 9.1 Preparation of Tax Returns. 24 Section 9.2 Tax Elections. 25 Section 9.3 Partnership Representative. 25 ARTICLE X. RESTRICTIONS ON TRANSFER OF UNITS; PREEMPTIVE RIGHT 26 Section 10.1 Transfers by Members. 26 Section 10.2 Permitted Transfers. 26 Section 10.3 Restricted Units Legend. 26 Section 10.4 Transfer. 27 Section 10.5 Assignee’s Rights. 27 Section 10.6 Assignor’s Rights and Obligations. 27 Section 10.7 Overriding Provisions. 28 ARTICLE XI. EXCHANGE RIGHTS 29 Section 11.1 Exchange Rights for Class A Units. 29 Section 11.2 Reservation of Shares of VBC Class A Common Stock; Listing; Certificate of VBC. 29 Section 11.3 Effect of Exercise of Exchange Right. 29 Section 11.4 Tax Treatment. 29 ARTICLE XII. ADMISSION OF MEMBERS 30 Section 12.1 Substituted Members. 30 Section 12.2 Additional Members. 30 ARTICLE XIII. WITHDRAWAL AND RESIGNATION; TERMINATION OF RIGHTS 30 Section 13.1 Withdrawal and Resignation of Members. 30 ARTICLE XIV. DISSOLUTION AND LIQUIDATION 30 Section 14.1 Dissolution. 30 Section 14.2 Liquidation and Termination. 31 Section 14.3 Deferment; Distribution in Kind. 31 Section 14.4 Certificate of Termination. 32 Section 14.5 Reasonable Time for Winding Up. 32 Section 14.6 Return of Capital. 32 ARTICLE XV. VALUATION 32 Section 15.1 Determination. 32 Section 15.2 Dispute Resolution. 32 ARTICLE XVI. GENERAL PROVISIONS 33 Section 16.1 Power of Attorney. 33 Section 16.2 Confidentiality. 33 Section 16.3 Amendments. 34 Section 16.4 Title to Company Assets. 34 Section 16.5 Addresses and Notices. 34 Section 16.6 Binding Effect; Intended Beneficiaries. 35 Section 16.7 Creditors. 35 Section 16.8 Waiver. 35 Section 16.9 Counterparts. 36 Section 16.10 Applicable Law. 36 Section 16.11 Severability. 36 Section 16.12 Further Action. 36 Section 16.13 Delivery by Electronic Transmission. 36 Section 16.14 Right of Offset. 36 Section 16.15 Entire Agreement. 36 Section 16.16 Remedies. 37 LIMITED LIABILITY COMPANY AGREEMENT OF VICTORYBASE HOLDINGS LLC This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of VictoryBase Holdings LLC, a Texas limited liability company (the “Company”) dated as of December 9, 2020 (the “Effective Date”), is entered into by and among the Members (as defined herein) of the Company.

Rights and Obligations of Members. 20 Section 7.1 Limitation of Liability and Duties of Members. 20 Section 7.2 Lack of Authority. 21 Section 7.3 No Right of Partition. 21 Section 7.4 Indemnification. 21 Section 7.5 Members Right to Act. 22 Section 7.6 Inspection Rights. 23 ARTICLE VIII. BOOKS, RECORDS, ACCOUNTING AND REPORTS, AFFIRMATIVE COVENANTS 24 37 Section 8.1 Records and Accounting. 24 Return of Capital 37 Section 8.2 Fiscal Year. 24 Rights of Members Relating to the Company 37 ARTICLE IX BOOKS AND RECORDS 37 Section 8.3 Reports. 24 9.1 Books and Records 37 Section 9.2 Inspection 38 ARTICLE IX. X TAX MATTERS 24 38 Section 9.1 10.1 Preparation of Tax Returns. 24 Section 9.2 Tax Elections. 25 Section 9.3 Partnership Representative. 25 ARTICLE X. RESTRICTIONS ON TRANSFER OF UNITS; PREEMPTIVE RIGHT 26 Section 10.1 Transfers by Members. 26 Returns 38 Section 10.2 Permitted Transfers. 26 Tax Elections 38 Section 10.3 Restricted Units Legend. 26 Partnership Representative 38 Section 10.4 Transfer. 27 Section 10.5 Assignee’s Rights. 27 Section 10.6 Assignor’s Rights and Obligations. 27 Section 10.7 Overriding Provisions. 28 Withholding Tax Indemnification 40 ARTICLE XI. EXCHANGE RIGHTS 29 XI MEMBER TRANSFERS AND WITHDRAWALS 41 Section 11.1 Exchange Rights for Class A Units. 29 Transfer 41 Section 11.2 Reservation Transfer of Shares of VBC Class A Common Stock; Listing; Certificate of VBC. 29 Managing Member’s Company Interest 41 Section 11.3 Effect of Exercise of Exchange Right. 29 Members’ Rights to Transfer 41 Section 11.4 Tax Treatment. 29 Substituted Members 42 Section 11.5 Assignees 43 Section 11.6 General Provisions 43 ARTICLE XII. ADMISSION OF MEMBERS 30 XII DISSOLUTION, LIQUIDATION AND TERMINATION 45 Section 12.1 Substituted Members. 30 No Dissolution 45 Section 12.2 Additional Members. 30 ARTICLE XIII. WITHDRAWAL AND RESIGNATION; TERMINATION OF RIGHTS 30 Events Causing Dissolution 45 Section 13.1 Withdrawal and Resignation 12.3 Distribution upon Dissolution 45 Section 12.4 Rights of Members. 30 ARTICLE XIV. DISSOLUTION AND LIQUIDATION 30 Holders 46 Section 14.1 Dissolution. 30 12.5 Termination 46 Section 14.2 Liquidation and Termination. 31 Section 14.3 Deferment; Distribution in Kind. 31 Section 14.4 Certificate of Termination. 32 Section 14.5 12.6 Reasonable Time for Winding Up. 32 Winding-Up 46 ARTICLE XIII AMENDMENTS; MEETINGS 47 Section 14.6 Return 13.1 Amendments 47 Section 13.2 Procedures for Meetings and Actions of Capital. 32 the Members 47 ARTICLE XV. VALUATION 32 XIV EXCHANGE RIGHTS 48 Section 14.1 Exchange Rights of the Members 48 ARTICLE XV MISCELLANEOUS 54 Section 15.1 Determination. 32 Company Counsel 54 Section 15.2 Dispute Resolution. 32 ARTICLE XVI. GENERAL PROVISIONS 33 Appointment of Managing Member as Attorney-in-Fact 54 Section 16.1 Power 15.3 Arbitration 55 Section 15.4 Accounting and Fiscal Year 56 Section 15.5 Entire Agreement 56 Section 15.6 Further Assurances 56 Section 15.7 Notices 56 Section 15.8 Governing Law 57 Section 15.9 Construction 57 Section 15.10 Binding Effect 57 Section 15.11 Severability 57 Section 15.12 Confidentiality 57 Section 15.13 Consent to Use of Attorney. 33 Name 60 Section 16.2 Confidentiality. 33 15.14 Consent by Spouse 60 Section 16.3 Amendments. 34 15.15 Counterparts 60 Section 16.4 Title to Company Assets. 34 15.16 Survival 60 Section 16.5 Addresses and Notices. 34 15.17 Anti-Money Laundering 60 Section 16.6 Binding Effect; Intended Beneficiaries. 35 Section 16.7 Creditors. 35 Section 16.8 Waiver. 35 Section 16.9 Counterparts. 36 Section 16.10 Applicable Law. 36 Section 16.11 Severability. 36 Section 16.12 Further Action. 36 Section 16.13 Delivery by Electronic Transmission. 36 Section 16.14 Right of Offset. 36 Section 16.15 Entire Agreement. 36 Section 16.16 Remedies. 37 15.18 Third Party Beneficiary 60 THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VICTORYBASE HOLDINGS OPPORTUNITY FINANCIAL, LLC This LIMITED LIABILITY COMPANY AGREEMENT Third Amended and Restated Limited Liability Company Agreement (as amended, supplemented or restated from time to time in accordance herewith, this “Agreement”) of VictoryBase Holdings LLCOpportunity Financial, a Texas limited liability company LLC (the “Company”) ), dated as of December 9July 20, 2020 (the “Effective Date”)2021, is entered into by and among the Company, the Founder (as defined herein), the Managing Member (as defined herein) and the other Members (as defined herein) of the Company).

Rights and Obligations of Members. 20 32 Section 7.1 Limitation of Liability of Members and Duties of Members. 20 Managing Member 32 Section 7.2 Lack of Authority. 21 Authority 32 Section 7.3 No Right of Partition. 21 Partition 33 Section 7.4 Indemnification. 21 Section 7.5 Members Right to Act. 22 Act 33 Section 7.6 Inspection Rights. 23 7.5 Outside Activities of the Managing Member 33 ARTICLE VIII. BOOKS, RECORDS, ACCOUNTING AND REPORTS, AFFIRMATIVE COVENANTS 24 VIII TAX MATTERS 34 Section 8.1 Records and Accounting. 24 Section 8.2 Fiscal Year. 24 Section 8.3 Reports. 24 ARTICLE IX. TAX MATTERS 24 Section 9.1 Preparation of Tax Returns. 24 Returns 34 Section 9.2 8.2 Tax Elections. 25 Elections 34 Section 9.3 Partnership Representative. 25 8.3 Tax Classifications 34 Section 8.4 Tax Controversies 35 Section 8.5 Certain Actions 36 Section 8.6 Merger Agreement Conflicts 36 ARTICLE X. IX RESTRICTIONS ON TRANSFER OF UNITS; PREEMPTIVE RIGHT 26 CERTAIN TRANSFERS 36 Section 10.1 9.1 Transfers by Members. 26 Members 36 Section 10.2 Permitted Transfers. 26 9.2 Market Stand-Off 37 Section 10.3 9.3 Restricted Units Legend. 26 Legend 38 Section 10.4 Transfer. 27 9.4 Further Restrictions 38 Section 10.5 9.5 Transfer 39 Section 9.6 Assignee’s Rights. 27 Rights 39 Section 10.6 Assignor’s Rights 9.7 Admissions, Resignations and Obligations. 27 Removals 40 Section 10.7 Overriding Provisions. 28 9.8 Admission of Assignees as Substitute Members 40 Section 9.9 Resignation and Removal of Members 41 Section 9.10 Section 1445 and 1446(f) Withholding 41 ARTICLE XI. EXCHANGE RIGHTS 29 Section 11.1 Exchange Rights for Class A Units. 29 Section 11.2 Reservation of Shares of VBC Class A Common Stock; Listing; Certificate of VBC. 29 Section 11.3 Effect of Exercise of Exchange Right. 29 Section 11.4 Tax Treatment. 29 ARTICLE XII. ADMISSION OF MEMBERS 30 Section 12.1 Substituted Members. 30 Section 12.2 Additional Members. 30 ARTICLE XIII. WITHDRAWAL AND RESIGNATION; TERMINATION OF RIGHTS 30 Section 13.1 Withdrawal and Resignation of Members. 30 ARTICLE XIV. X DISSOLUTION AND LIQUIDATION 30 41 Section 14.1 Dissolution. 30 10.1 Dissolution 41 Section 14.2 10.2 Liquidation and Termination. 31 Termination 41 Section 14.3 10.3 Deferment; Distribution in Kind. 31 Kind 42 Section 14.4 10.4 Cancellation of Certificate of Termination. 32 43 Section 14.5 10.5 Reasonable Time for Winding Up. 32 Up 43 Section 14.6 10.6 Termination 43 Section 10.7 Return of Capital. 32 Capital 43 Section 10.8 Restrictions on Termination Transactions 43 ARTICLE XV. VALUATION 32 XI LIABILITY AND INDEMNIFICATION 44 Section 15.1 Determination. 32 11.1 Liability of Members 44 Section 15.2 Dispute Resolution. 32 11.2 Indemnification 45 ARTICLE XVI. XII GENERAL PROVISIONS 33 47 Section 16.1 Power of Attorney. 33 12.1 Amendments 47 Section 16.2 Confidentiality. 33 12.2 Confidentiality 47 Section 16.3 Amendments. 34 Section 16.4 12.3 Title to Company Assets. 34 Assets 48 Section 16.5 Addresses and Notices. 34 12.4 Notices 49 Section 16.6 12.5 Binding EffectEffect 49 Section 12.6 Creditors 49 Section 12.7 Waiver 49 Section 12.8 Counterparts 49 Section 12.9 Governing Law; Intended Beneficiaries. 35 Waiver of Jury Trial 49 Section 16.7 Creditors. 35 12.10 Severability 50 Section 16.8 Waiver. 35 12.11 Further Action 50 Section 16.9 Counterparts. 36 Section 16.10 Applicable Law. 36 Section 16.11 Severability. 36 Section 16.12 Further Action. 36 Section 16.13 12.12 Delivery by Facsimile or Electronic Transmission. 36 Transmission 50 Section 16.14 Right 12.13 Offset 50 Section 12.14 Entire Agreement 50 Section 12.15 Remedies 51 Section 12.16 Descriptive Headings; Interpretation 51 Section 12.17 Attorneys’ Fees 51 Section 12.18 Representation of Offset. 36 the Company by Shearman & Sterling LLP 51 Section 16.15 Entire Agreement. 36 Section 16.16 Remedies. 37 12.19 Amendment and Restatement of Prior LLC Agreement 52 SCHEDULES Schedule of Members BAKKT OPCO HOLDINGS, LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VICTORYBASE HOLDINGS LLC This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of VictoryBase Holdings LLC), a Texas limited liability company (the “Company”) dated as of December 9[●], 2020 2021 (the “Effective Date”), is entered into into, by and among Bakkt Opco Holdings, LLC, a Delaware limited liability company (the “Company”) and the Members (as defined herein) of the Companybelow).

Rights and Obligations of Members. 20 26 Section 7.1 7.01 Limitation of Liability and Duties of Members. 20 Members 26 Section 7.2 7.02 Lack of Authority. 21 Authority 26 Section 7.3 7.03 No Right of Partition. 21 Partition 27 Section 7.4 Indemnification. 21 7.04 Indemnification 27 Section 7.5 7.05 Members Right to Act. 22 Section 7.6 Inspection Rights. 23 Act 28 ARTICLE VIII. BOOKS, RECORDS, ACCOUNTING AND REPORTS, AFFIRMATIVE COVENANTS 24 28 Section 8.1 8.01 Records and Accounting. 24 Accounting 28 Section 8.2 8.02 Fiscal Year. 24 Year 29 Section 8.3 Reports. 24 8.03 Reports 29 ARTICLE IX. TAX MATTERS 24 29 Section 9.1 9.01 Preparation of Tax Returns. 24 Returns 29 Section 9.2 9.02 Tax Elections. 25 Elections 29 Section 9.3 Partnership Representative. 25 9.03 Tax Controversies 29 Section 9.04 Withholding 30 ARTICLE X. RESTRICTIONS ON TRANSFER OF UNITS; PREEMPTIVE RIGHT 26 UNITS 30 Section 10.1 10.01 Transfers by Members. 26 Members 30 Section 10.2 10.02 Permitted Transfers. 26 Transfers 30 Section 10.3 10.03 Restricted Units Legend. 26 Legend 31 Section 10.4 Transfer. 27 10.04 Transfer 31 Section 10.5 10.05 Assignee’s Rights. 27 Rights 31 Section 10.6 10.06 Assignor’s Rights and Obligations. 27 Obligations 32 Section 10.7 10.07 Overriding Provisions. 28 Provisions 32 ARTICLE XI. REDEMPTION AND EXCHANGE RIGHTS 29 33 Section 11.1 11.01 Redemption Right of a Member 33 Section 11.02 Election of the PC Corp and Redemption of Redeemed Units 35 Section 11.03 Exchange Rights for Class A Units. 29 Right of the PC Corp 35 Section 11.2 Reservation of Shares of VBC Class A Common Stock; Listing; Certificate of VBC. 29 Section 11.3 11.04 Effect of Exercise of Redemption or Exchange Right. 29 Right 35 Section 11.4 11.05 Tax Treatment. 29 Treatment 35 ARTICLE XII. ADMISSION OF MEMBERS 30 36 Section 12.1 12.01 Substituted Members. 30 Members 36 Section 12.2 12.02 Additional Members. 30 Members 36 ARTICLE XIII. WITHDRAWAL AND RESIGNATION; TERMINATION OF RIGHTS 30 36 Section 13.1 13.01 Withdrawal and Resignation of Members. 30 ARTICLE XIV. DISSOLUTION AND LIQUIDATION 30 Section 14.1 Dissolution. 30 Section 14.2 Liquidation and Termination. 31 Section 14.3 Deferment; Distribution in Kind. 31 Section 14.4 Certificate of Termination. 32 Section 14.5 Reasonable Time for Winding Up. 32 Section 14.6 Return of Capital. 32 ARTICLE XV. VALUATION 32 Section 15.1 Determination. 32 Section 15.2 Dispute Resolution. 32 ARTICLE XVI. GENERAL PROVISIONS 33 Section 16.1 Power of Attorney. 33 Section 16.2 Confidentiality. 33 Section 16.3 Amendments. 34 Section 16.4 Title to Company Assets. 34 Section 16.5 Addresses and Notices. 34 Section 16.6 Binding Effect; Intended Beneficiaries. 35 Section 16.7 Creditors. 35 Section 16.8 Waiver. 35 Section 16.9 Counterparts. 36 Section 16.10 Applicable Law. 36 Section 16.11 Severability. 36 Section 16.12 Further Action. 36 Section 16.13 Delivery by Electronic Transmission. 36 Section 16.14 Right of Offset. 36 Section 16.15 Entire Agreement. 36 Section 16.16 Remedies. 37 LIMITED LIABILITY COMPANY AGREEMENT OF VICTORYBASE HOLDINGS LLC This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of VictoryBase Holdings LLC, a Texas limited liability company (the “Company”) dated as of December 9, 2020 (the “Effective Date”), is entered into by and among the Members (as defined herein) of the Company.36

Rights and Obligations of Members. 20 34 Section 7.1 7.01 Limitation of Liability and Duties of Members. 20 ; Investment Opportunities 34 Section 7.2 7.02 Lack of Authority. 21 Authority 36 Section 7.3 7.03 No Right of Partition. 21 Partition 36 Section 7.4 Indemnification. 21 7.04 Indemnification 36 Section 7.5 7.05 Members Right to Act. 22 Act 38 Section 7.6 7.06 Inspection Rights. 23 Rights 39 ARTICLE VIII. BOOKS, RECORDS, ACCOUNTING AND REPORTS, AFFIRMATIVE COVENANTS 24 REPORTS 39 Section 8.1 8.01 Records and Accounting. 24 Accounting 39 Section 8.2 8.02 Fiscal Year. 24 Section 8.3 Reports. 24 Year 39 ARTICLE IX. TAX MATTERS 24 40 Section 9.1 9.01 Preparation of Tax ReturnsReturns 40 Section 9.02 Tax Elections 40 Section 9.03 Tax Controversies. 24 Section 9.2 Tax Elections. 25 Section 9.3 Partnership Representative. 25 40 ARTICLE X. RESTRICTIONS ON TRANSFER OF UNITS; PREEMPTIVE RIGHT 26 UNITS 42 Section 10.1 10.01 Transfers by Members. 26 Members 42 Section 10.2 10.02 Permitted Transfers. 26 Transfers 43 Section 10.3 10.03 Restricted Units Legend. 26 Legend 43 Section 10.4 Transfer. 27 Section 10.5 10.04 Assignee’s Rights. 27 Rights 44 Section 10.6 10.05 Assignor’s Rights and Obligations. 27 Obligations 44 Section 10.7 10.06 Overriding Provisions. 28 Provisions 45 Section 10.07 Tender Offers and Other Events with respect to the Corporation 46 ARTICLE XI. REDEMPTION AND EXCHANGE RIGHTS 29 48 Section 11.1 11.01 Redemption Right of a Member 48 Section 11.02 Contribution of the Corporation 54 Section 11.03 Exchange Rights for Class A Units. 29 Right of the Corporation 54 Section 11.2 11.04 Reservation of Shares of VBC Class A Common Stock; Listing; Certificate of VBC. 29 Stock and Class B Common Stock and other Procedures 55 Section 11.3 11.05 Effect of Exercise of Redemption or Exchange Right. 29 Right 58 Section 11.4 11.06 Tax Treatment. 29 Treatment 58 ARTICLE XII. ADMISSION OF MEMBERS 30 58 Section 12.1 12.01 Substituted Members. 30 Members 58 Section 12.2 12.02 Additional Members. 30 ARTICLE XIII. WITHDRAWAL AND RESIGNATION; TERMINATION OF RIGHTS 30 Section 13.1 Withdrawal and Resignation of Members. 30 ARTICLE XIV. DISSOLUTION AND LIQUIDATION 30 Section 14.1 Dissolution. 30 Section 14.2 Liquidation and Termination. 31 Section 14.3 Deferment; Distribution in Kind. 31 Section 14.4 Certificate of Termination. 32 Section 14.5 Reasonable Time for Winding Up. 32 Section 14.6 Return of Capital. 32 ARTICLE XV. VALUATION 32 Section 15.1 Determination. 32 Section 15.2 Dispute Resolution. 32 ARTICLE XVI. GENERAL PROVISIONS 33 Section 16.1 Power of Attorney. 33 Section 16.2 Confidentiality. 33 Section 16.3 Amendments. 34 Section 16.4 Title to Company Assets. 34 Section 16.5 Addresses and Notices. 34 Section 16.6 Binding Effect; Intended Beneficiaries. 35 Section 16.7 Creditors. 35 Section 16.8 Waiver. 35 Section 16.9 Counterparts. 36 Section 16.10 Applicable Law. 36 Section 16.11 Severability. 36 Section 16.12 Further Action. 36 Section 16.13 Delivery by Electronic Transmission. 36 Section 16.14 Right of Offset. 36 Section 16.15 Entire Agreement. 36 Section 16.16 Remedies. 37 LIMITED LIABILITY COMPANY AGREEMENT OF VICTORYBASE HOLDINGS LLC This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of VictoryBase Holdings LLC, a Texas limited liability company (the “Company”) dated as of December 9, 2020 (the “Effective Date”), is entered into by and among the Members (as defined herein) of the Company.58

Rights and Obligations of Members. 20 22 Section 7.1 7.01 Limitation of Liability and Duties of Members. 20 Members 22 Section 7.2 7.02 Lack of Authority. 21 Authority 23 Section 7.3 7.03 No Right of Partition. 21 Partition 23 Section 7.4 Indemnification. 21 7.04 Indemnification 23 Section 7.5 7.05 Members Right to Act. 22 Section 7.6 Inspection Rights. 23 Act 24 ARTICLE VIII. BOOKS, RECORDS, ACCOUNTING AND REPORTS, AFFIRMATIVE COVENANTS 24 25 Section 8.1 8.01 Records and Accounting. 24 Accounting 25 Section 8.2 8.02 Fiscal Year. 24 Year 25 Section 8.3 Reports. 24 8.03 Reports 25 ARTICLE IX. TAX MATTERS 24 25 Section 9.1 9.01 Preparation of Tax Returns. 24 Section 9.2 Tax Elections. Returns 25 Section 9.3 Partnership Representative. 9.02 Tax Elections 25 Section 9.03 Tax Controversies 26 Section 9.04 Withholding 26 ARTICLE X. RESTRICTIONS ON TRANSFER OF UNITS; PREEMPTIVE RIGHT 26 UNITS 27 Section 10.1 10.01 Transfers by Members. 26 Members 27 Section 10.2 10.02 Permitted Transfers. 26 Transfers 27 Section 10.3 10.03 Restricted Units Legend. 26 Section 10.4 Transfer. Legend 27 Section 10.5 10.04 Transfer 28 Section 10.05 Assignee’s Rights. 27 Rights 28 Section 10.6 10.06 Assignor’s Rights and Obligations. 27 Obligations 28 Section 10.7 10.07 Overriding Provisions. Provisions 28 ARTICLE XI. REDEMPTION AND EXCHANGE RIGHTS 29 Section 11.1 Exchange Rights for Class A Units. 11.01 Redemption Right of a Member 29 Section 11.2 Reservation 11.02 Election of Shares USCo and Redemption of VBC Class A Common Stock; Listing; Certificate Redeemed Units 31 Section 11.03 Exchange Right of VBC. 29 USCo 31 Section 11.3 11.04 Effect of Exercise of Redemption or Exchange Right. 29 Right 32 Section 11.4 11.05 Tax Treatment. 29 Treatment 32 ARTICLE XII. ADMISSION OF MEMBERS 30 32 Section 12.1 12.01 Substituted Members. 30 Members 32 Section 12.2 12.02 Additional Members. 30 Members 32 ARTICLE XIII. WITHDRAWAL AND RESIGNATION; TERMINATION OF RIGHTS 30 32 Section 13.1 13.01 Withdrawal and Resignation of Members. 30 ARTICLE XIV. DISSOLUTION AND LIQUIDATION 30 Section 14.1 Dissolution. 30 Section 14.2 Liquidation and Termination. 31 Section 14.3 Deferment; Distribution in Kind. 31 Section 14.4 Certificate of Termination. 32 Section 14.5 Reasonable Time for Winding Up. 32 Section 14.6 Return of Capital. 32 ARTICLE XV. VALUATION 32 Section 15.1 Determination. 32 Section 15.2 Dispute Resolution. 32 ARTICLE XVI. GENERAL PROVISIONS 33 Section 16.1 Power of Attorney. 33 Section 16.2 Confidentiality. 33 Section 16.3 Amendments. 34 Section 16.4 Title to Company Assets. 34 Section 16.5 Addresses and Notices. 34 Section 16.6 Binding Effect; Intended Beneficiaries. 35 Section 16.7 Creditors. 35 Section 16.8 Waiver. 35 Section 16.9 Counterparts. 36 Section 16.10 Applicable Law. 36 Section 16.11 Severability. 36 Section 16.12 Further Action. 36 Section 16.13 Delivery by Electronic Transmission. 36 Section 16.14 Right of Offset. 36 Section 16.15 Entire Agreement. 36 Section 16.16 Remedies. 37 LIMITED LIABILITY COMPANY AGREEMENT OF VICTORYBASE HOLDINGS LLC This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of VictoryBase Holdings LLC, a Texas limited liability company (the “Company”) dated as of December 9, 2020 (the “Effective Date”), is entered into by and among the Members (as defined herein) of the Company.32

Rights and Obligations of Members. 20 18 Section 7.1 7.01 Limitation of Liability and Duties of Members. 20 Members 18 Section 7.2 7.02 Lack of Authority. 21 Authority 19 Section 7.3 7.03 No Right of Partition. 21 Partition 19 Section 7.4 Indemnification. 21 7.04 Indemnification 19 Section 7.5 7.05 Members Right to Act. 22 Section 7.6 Inspection Rights. 23 Act 20 ARTICLE VIII. BOOKS, RECORDS, ACCOUNTING AND REPORTS, AFFIRMATIVE COVENANTS 24 21 Section 8.1 8.01 Records and Accounting. 24 Accounting 21 Section 8.2 8.02 Fiscal Year. 24 Year 21 Section 8.3 Reports. 24 8.03 Reports 21 TABLE OF CONTENTS (continued) Page ARTICLE IX. TAX MATTERS 24 21 Section 9.1 9.01 Preparation of Tax Returns. 24 Returns 21 Section 9.2 9.02 Tax Elections. 25 Elections 21 Section 9.3 Partnership Representative. 25 9.03 Tax Controversies 21 Section 9.04 Withholding 22 ARTICLE X. RESTRICTIONS ON TRANSFER OF UNITS; PREEMPTIVE RIGHT 26 UNITS 22 Section 10.1 10.01 Transfers by Members. 26 Members 22 Section 10.2 10.02 Permitted Transfers. 26 Transfers 22 Section 10.3 10.03 Restricted Units Legend. 26 Legend 23 Section 10.4 Transfer. 27 10.04 Transfer 23 Section 10.5 10.05 Assignee’s Rights. 27 's Rights 23 Section 10.6 10.06 Assignor’s 's Rights and Obligations. 27 Obligations 24 Section 10.7 10.07 Overriding Provisions. 28 Provisions 24 ARTICLE XI. REDEMPTION AND EXCHANGE RIGHTS 29 25 Section 11.1 11.01 Redemption Right of a Member 25 Section 11.02 Election of USCo and Redemption of Redeemed Units 26 Section 11.03 Exchange Rights for Class A Units. 29 Right of USCo 27 Section 11.2 Reservation of Shares of VBC Class A Common Stock; Listing; Certificate of VBC. 29 Section 11.3 11.04 Effect of Exercise of Redemption or Exchange Right. 29 Right 27 Section 11.4 11.05 Tax Treatment. 29 ARTICLE XII. ADMISSION OF MEMBERS 30 Section 12.1 Substituted Members. 30 Section 12.2 Additional Members. 30 ARTICLE XIII. WITHDRAWAL AND RESIGNATION; TERMINATION OF RIGHTS 30 Section 13.1 Withdrawal and Resignation of Members. 30 ARTICLE XIV. DISSOLUTION AND LIQUIDATION 30 Section 14.1 Dissolution. 30 Section 14.2 Liquidation and Termination. 31 Section 14.3 Deferment; Distribution in Kind. 31 Section 14.4 Certificate of Termination. 32 Section 14.5 Reasonable Time for Winding Up. 32 Section 14.6 Return of Capital. 32 ARTICLE XV. VALUATION 32 Section 15.1 Determination. 32 Section 15.2 Dispute Resolution. 32 ARTICLE XVI. GENERAL PROVISIONS 33 Section 16.1 Power of Attorney. 33 Section 16.2 Confidentiality. 33 Section 16.3 Amendments. 34 Section 16.4 Title to Company Assets. 34 Section 16.5 Addresses and Notices. 34 Section 16.6 Binding Effect; Intended Beneficiaries. 35 Section 16.7 Creditors. 35 Section 16.8 Waiver. 35 Section 16.9 Counterparts. 36 Section 16.10 Applicable Law. 36 Section 16.11 Severability. 36 Section 16.12 Further Action. 36 Section 16.13 Delivery by Electronic Transmission. 36 Section 16.14 Right of Offset. 36 Section 16.15 Entire Agreement. 36 Section 16.16 Remedies. 37 LIMITED LIABILITY COMPANY AGREEMENT OF VICTORYBASE HOLDINGS LLC This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of VictoryBase Holdings LLC, a Texas limited liability company (the “Company”) dated as of December 9, 2020 (the “Effective Date”), is entered into by and among the Members (as defined herein) of the Company.Treatment 27

Rights and Obligations of Members. 20 Section 7.1 Limitation of Liability AND THEIR AFFILIATES 22 7.1. Members Not Agents 22 7.2. Restrictions on and Duties Obligations of Members; Certain Actions 22 7.3. 20 Section 7.2 Lack Non-Competition 22 7.4. Actions Against Other Member 23 7.5 Dissociation 23 7.6 Rights of AuthorityDissociating Member 23 7.7 Services to DE 24 7.8 Obligations of Parent 24 ARTICLE VIII ADDITIONAL MEMBERS 24 8.1. 21 Section 7.3 Admission of Additional Members 24 8.2. Transfers 24 ARTICLE IX TRANSFER OF UNITS 24 9.1 General 25 9.2 Assignee Not A Substitute Member in Absence of Unanimous Consent 25 9.3. Rights of First Refusal 25 9.4 Other Requirements for Effectiveness of Transfer 26 ARTICLE X REPRESENTATIONS AND WARRANTY 27 10.1. Representations and Warranties of DE 27 10.2. Representations and Warranties of KS and Parent 28 ARTICLE XI DISSOLUTION OF THE COMPANY 29 11.1. Dissolution 29 11.3. Rights Not Affected 31 ARTICLE XII DEFINITIONS 31 12.1. Definitions 31 ARTICLE XIII GENERAL PROVISIONS 37 13.1. Assignment 37 13.2. Notices 37 13.3. Counterparts 38 13.4. Governing Law; Construction 38 13.5. Further Assurances 39 13.6. Waiver of Right to Partition; No Right of PartitionWithdrawal 40 13.7. 21 Section 7.4 Indemnification. 21 Section 7.5 Members Right to Act. 22 Section 7.6 Inspection Rights. 23 ARTICLE VIII. BOOKS, RECORDS, ACCOUNTING AND REPORTS, AFFIRMATIVE COVENANTS 24 Section 8.1 Records and Accounting. 24 Section 8.2 Fiscal Year. 24 Section 8.3 Reports. 24 ARTICLE IX. TAX MATTERS 24 Section 9.1 Preparation of Tax Returns. 24 Section 9.2 Tax Elections. 25 Section 9.3 Partnership Representative. 25 ARTICLE X. RESTRICTIONS ON TRANSFER OF UNITS; PREEMPTIVE RIGHT 26 Section 10.1 Transfers by Members. 26 Section 10.2 Permitted Transfers. 26 Section 10.3 Restricted Units Legend. 26 Section 10.4 Transfer. 27 Section 10.5 Assignee’s Rights. 27 Section 10.6 Assignor’s Rights and Obligations. 27 Section 10.7 Overriding Provisions. 28 ARTICLE XI. EXCHANGE RIGHTS 29 Section 11.1 Exchange Rights for Class A Units. 29 Section 11.2 Reservation of Shares of VBC Class A Common Stock; Listing; Certificate of VBC. 29 Section 11.3 Effect of Exercise of Exchange Right. 29 Section 11.4 Tax Treatment. 29 ARTICLE XII. ADMISSION OF MEMBERS 30 Section 12.1 Substituted Members. 30 Section 12.2 Additional Members. 30 ARTICLE XIII. WITHDRAWAL AND RESIGNATION; TERMINATION OF RIGHTS 30 Section 13.1 Withdrawal and Resignation of Members. 30 ARTICLE XIV. DISSOLUTION AND LIQUIDATION 30 Section 14.1 Dissolution. 30 Section 14.2 Liquidation and Termination. 31 Section 14.3 Deferment; Distribution in Kind. 31 Section 14.4 Certificate of Termination. 32 Section 14.5 Reasonable Time for Winding Up. 32 Section 14.6 Return of Capital. 32 ARTICLE XV. VALUATION 32 Section 15.1 Determination. 32 Section 15.2 Dispute Resolution. 32 ARTICLE XVI. GENERAL PROVISIONS 33 Section 16.1 Power of Attorney. 33 Section 16.2 Confidentiality. 33 Section 16.3 Amendments. 34 Section 16.4 Title to Company Assets. 34 Section 16.5 Addresses and Notices. 34 Section 16.6 Binding Effect; Intended BeneficiariesAmendment 40 13.8. 35 Section 16.7 CreditorsTechnology Transfer 40 13.9. 35 Section 16.8 WaiverSpecific Performance 40 ARTICLE XIV ALTERNATIVE DISPUTE RESOLUTION 41 14.1. 35 Section 16.9 CounterpartsNegotiations 41 14.2. 36 Section 16.10 Applicable LawSelection of Arbitrators 41 14.3. 36 Section 16.11 SeverabilityArbitrator Award 41 14.4. 36 Section 16.12 Further ActionContinuing Rights and Obligations 41 14.5. 36 Section 16.13 Delivery by Electronic Transmission. 36 Section 16.14 Right of Offset. 36 Section 16.15 Entire Agreement. 36 Section 16.16 Remedies. 37 LIMITED LIABILITY COMPANY Injunctive Remedies 42 OPERATING AGREEMENT OF VICTORYBASE HOLDINGS LLC FLIP CHIP TECHNOLOGIES, L.L.C. This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) Operating Agreement of VictoryBase Holdings LLCFlip Chip Technologies, L.L.C., a Texas Delaware limited liability company (the “Company”) dated as of December 9, 2020 (the “Effective Date”)company, is entered into as of the 28th day of February, 1996, by and among Delco Electronics Corporation, a Delaware corporation (DE), Kulicke & Soffa Holdings, Inc., a Delaware corporation (KS) (DE and KS arx xxxh hereinafter sometimes referred to as a Member or, collectively, as the Members Members) and Kulicke & Soffa Industries, Inc., a Pennsylvania corporation (as defined herein) Parent). R E C I T A L S WHEREAS, DE owns certain technology which DE utilizes for the bumping of the Companywafers using its flex-on-cap process.

Rights and Obligations of Members. 20 32 Section 7.1 Limitation of Liability of Members and Duties of Members. 20 Managing Member 32 Section 7.2 Lack of Authority. 21 Authority 32 Section 7.3 No Right of Partition. 21 Partition 33 Section 7.4 Indemnification. 21 Section 7.5 Members Right to Act. 22 Act 33 Section 7.6 Inspection Rights. 23 7.5 Outside Activities of the Managing Member 33 ARTICLE VIII. BOOKS, RECORDS, ACCOUNTING AND REPORTS, AFFIRMATIVE COVENANTS 24 VIII TAX MATTERS 34 Section 8.1 Records and Accounting. 24 Section 8.2 Fiscal Year. 24 Section 8.3 Reports. 24 ARTICLE IX. TAX MATTERS 24 Section 9.1 Preparation of Tax Returns. 24 Returns 34 Section 9.2 8.2 Tax Elections. 25 Elections 34 Section 9.3 Partnership Representative. 25 8.3 Tax Classifications 34 Section 8.4 Tax Controversies 35 Section 8.5 Certain Actions 36 Section 8.6 Merger Agreement Conflicts 36 ARTICLE X. IX RESTRICTIONS ON TRANSFER OF UNITS; PREEMPTIVE RIGHT 26 CERTAIN TRANSFERS 36 Section 10.1 9.1 Transfers by Members. 26 Members 36 Section 10.2 Permitted Transfers. 26 9.2 Market Stand-Off 37 Section 10.3 9.3 Restricted Units Legend. 26 Legend 38 Section 10.4 Transfer. 27 9.4 Further Restrictions 38 Section 10.5 9.5 Transfer 39 Section 9.6 Assignee’s Rights. 27 Rights 40 Section 10.6 Assignor’s Rights 9.7 Admissions, Resignations and Obligations. 27 Removals 40 Section 10.7 Overriding Provisions. 28 9.8 Admission of Assignees as Substitute Members 40 Section 9.9 Resignation and Removal of Members 41 Section 9.10 Section 1445 and 1446(f) Withholding 41 ARTICLE XI. EXCHANGE RIGHTS 29 Section 11.1 Exchange Rights for Class A Units. 29 Section 11.2 Reservation of Shares of VBC Class A Common Stock; Listing; Certificate of VBC. 29 Section 11.3 Effect of Exercise of Exchange Right. 29 Section 11.4 Tax Treatment. 29 ARTICLE XII. ADMISSION OF MEMBERS 30 Section 12.1 Substituted Members. 30 Section 12.2 Additional Members. 30 ARTICLE XIII. WITHDRAWAL AND RESIGNATION; TERMINATION OF RIGHTS 30 Section 13.1 Withdrawal and Resignation of Members. 30 ARTICLE XIV. X DISSOLUTION AND LIQUIDATION 30 41 Section 14.1 Dissolution. 30 10.1 Dissolution 41 Section 14.2 10.2 Liquidation and Termination. 31 Termination 42 Section 14.3 10.3 Deferment; Distribution in Kind. 31 Kind 42 Section 14.4 10.4 Cancellation of Certificate of Termination. 32 43 Section 14.5 10.5 Reasonable Time for Winding Up. 32 Up 43 Section 14.6 10.6 Termination 43 Section 10.7 Return of Capital. 32 Capital 43 Section 10.8 Restrictions on Termination Transactions 43 ARTICLE XV. VALUATION 32 XI LIABILITY AND INDEMNIFICATION 44 Section 15.1 Determination. 32 11.1 Liability of Members 44 Section 15.2 Dispute Resolution. 32 11.2 Indemnification 45 ARTICLE XVI. XII GENERAL PROVISIONS 33 47 Section 16.1 Power of Attorney. 33 12.1 Amendments 47 Section 16.2 Confidentiality. 33 12.2 Confidentiality 47 Section 16.3 Amendments. 34 Section 16.4 12.3 Title to Company Assets. 34 Assets 48 Section 16.5 Addresses and Notices. 34 12.4 Notices 49 Section 16.6 12.5 Binding EffectEffect 49 Section 12.6 Creditors 49 Section 12.7 Waiver 49 Section 12.8 Counterparts 49 Section 12.9 Governing Law; Intended Beneficiaries. 35 Waiver of Jury Trial 49 Section 16.7 Creditors. 35 12.10 Severability 50 Section 16.8 Waiver. 35 12.11 Further Action 50 Section 16.9 Counterparts. 36 Section 16.10 Applicable Law. 36 Section 16.11 Severability. 36 Section 16.12 Further Action. 36 Section 16.13 12.12 Delivery by Facsimile or Electronic Transmission. 36 Transmission 50 Section 16.14 Right 12.13 Offset 50 Section 12.14 Entire Agreement 50 Section 12.15 Remedies 51 Section 12.16 Descriptive Headings; Interpretation 51 Section 12.17 Attorneys’ Fees 51 Section 12.18 Representation of Offset. 36 the Company by Shearman & Sterling LLP and Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C. 52 Section 16.15 Entire Agreement. 36 Section 16.16 Remedies. 37 12.19 Amendment and Restatement of Prior LLC Agreement 52 SCHEDULES Schedule of Members BAKKT OPCO HOLDINGS, LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VICTORYBASE HOLDINGS LLC This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of VictoryBase Holdings LLC), a Texas limited liability company (the “Company”) dated as of December 9October 15, 2020 2021 (the “Effective Date”), is entered into into, by and among Bakkt Opco Holdings, LLC, a Delaware limited liability company (the “Company”) and the Members (as defined herein) of the Companybelow).

Rights and Obligations of Members. 20 31 Section 7.1 7.01 Limitation of Liability and Duties of Members. 20 ; Investment Opportunities 31 Section 7.2 7.02 Lack of Authority. 21 Authority 32 Section 7.3 7.03 No Right of Partition. 21 Partition 32 Section 7.4 Indemnification. 21 7.04 Indemnification 32 Section 7.5 7.05 Members Right to Act. 22 Act 34 Section 7.6 7.06 Inspection Rights. 23 Rights 35 ARTICLE VIII. BOOKS, RECORDS, ACCOUNTING AND REPORTS, AFFIRMATIVE COVENANTS 24 35 Section 8.1 8.01 Records and Accounting. 24 Accounting 35 Section 8.2 8.02 Fiscal Year. 24 Year 35 Section 8.3 Reports. 24 8.03 Reports 35 ARTICLE IX. TAX MATTERS 24 35 Section 9.1 9.01 Preparation of Tax Returns. 24 Returns 35 Section 9.2 9.02 Tax Elections. 25 Elections 36 Section 9.3 Partnership Representative. 25 9.03 Tax Controversies 36 ARTICLE X. RESTRICTIONS ON TRANSFER OF UNITS; PREEMPTIVE RIGHT 26 RIGHTS 37 Section 10.1 10.01 Transfers by Members. 26 Members 37 Section 10.2 10.02 Permitted Transfers. 26 Transfers 38 Section 10.3 10.03 Restricted Units Legend. 26 Legend 38 Section 10.4 Transfer. 27 10.04 Transfer 39 Section 10.5 10.05 Assignee’s Rights. 27 Rights 39 Section 10.6 10.06 Assignor’s Rights and Obligations. 27 Obligations 39 Section 10.7 10.07 Overriding Provisions. 28 Provisions 40 ARTICLE XI. REDEMPTION AND EXCHANGE RIGHTS 29 41 Section 11.1 11.01 Redemption Right of a Member 41 Section 11.02 Contribution of the Corporation 45 Section 11.03 Exchange Rights for Class A Units. 29 Right of the Corporation 45 Section 11.2 11.04 Reservation of Shares of VBC Class A Common Stock; Listing; Certificate of VBC. 29 the Corporation 46 Section 11.3 11.05 Effect of Exercise of Redemption or Exchange Right. 29 Right 46 Section 11.4 11.06 Tax Treatment. 29 Treatment 46 ARTICLE XII. ADMISSION OF MEMBERS 30 46 Section 12.1 12.01 Substituted Members. 30 Members 46 Section 12.2 12.02 Additional Members. 30 Members 47 ARTICLE XIII. WITHDRAWAL XXXXXXXXXX AND RESIGNATION; TERMINATION OF RIGHTS 30 47 Section 13.1 13.01 Withdrawal and Resignation of Members. 30 Members 47 ARTICLE XIV. DISSOLUTION AND LIQUIDATION 30 47 Section 14.1 Dissolution. 30 14.01 Dissolution 47 Section 14.2 14.02 Liquidation and Termination. 31 Termination 48 Section 14.3 14.03 Deferment; Distribution in Kind. 31 Kind 48 Section 14.4 14.04 Cancellation of Certificate of Termination. 32 49 Section 14.5 14.05 Reasonable Time for Winding Up. 32 Up 49 Section 14.6 14.06 Return of Capital. 32 Capital 49 ARTICLE XV. VALUATION 32 49 Section 15.1 Determination. 32 15.01 Determination 49 Section 15.2 15.02 Dispute Resolution. 32 Resolution 49 ARTICLE XVI. GENERAL PROVISIONS 33 50 Section 16.1 16.01 Power of Attorney. 33 Attorney 50 Section 16.2 Confidentiality. 33 16.02 Confidentiality 51 Section 16.3 Amendments. 34 16.03 Amendments 51 Section 16.4 16.04 Title to Company Assets. 34 Assets 52 Section 16.5 16.05 Addresses and Notices. 34 Notices 52 Section 16.6 16.06 Binding Effect; Intended Beneficiaries. 35 Beneficiaries 52 Section 16.7 Creditors. 35 16.07 Creditors 52 Section 16.8 Waiver. 35 16.08 Waiver 53 Section 16.9 Counterparts. 36 16.09 Counterparts 53 Section 16.10 Applicable Law. 36 Law 53 Section 16.11 Severability. 36 Severability 53 Section 16.12 Further Action. 36 Action 53 Section 16.13 Delivery by Electronic Transmission. 36 Transmission 54 Section 16.14 Right of Offset. 36 Offset 54 Section 16.15 Entire Agreement. 36 Effectiveness 54 Section 16.16 Remedies. 37 Entire Agreement 54 Section 16.17 Remedies 54 Section 16.18 Descriptive Headings; Interpretation 54 Schedules Schedule 1 – Schedule of Members Exhibits Exhibit A – Form of Joinder Agreement PERMIAN RESOURCES OPERATING, LLC SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VICTORYBASE HOLDINGS LLC This SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) ), dated as of VictoryBase Holdings November 1, 2023, is entered into by and among Permian Resources Operating, LLC, a Texas Delaware limited liability company (the “Company”) dated as of December 9, 2020 (the “Effective Date”), is entered into by and among the its Members (as defined herein) of the Company).

Rights and Obligations of Members. 20 22 Section 7.1 7.01 Limitation of Liability and Duties of Members. 20 Members 22 Section 7.2 7.02 Lack of Authority. 21 Authority 23 Section 7.3 7.03 No Right of Partition. 21 Partition 23 Section 7.4 Indemnification. 21 7.04 Indemnification 23 Section 7.5 7.05 Members Right to Act. 22 Section 7.6 Inspection Rights. 23 Act 24 ARTICLE VIII. BOOKS, RECORDS, ACCOUNTING AND REPORTS, AFFIRMATIVE COVENANTS 24 25 Section 8.1 8.01 Records and Accounting. 24 Accounting 25 Section 8.2 8.02 Fiscal Year. 24 Year 25 Section 8.3 Reports. 24 8.03 Reports 25 ARTICLE IX. TAX MATTERS 24 25 Section 9.1 9.01 Preparation of Tax Returns. 24 Section 9.2 Tax Elections. Returns 25 Section 9.3 Partnership Representative. 9.02 Tax Elections 25 Section 9.03 Tax Controversies 26 Section 9.04 Withholding 26 ARTICLE X. RESTRICTIONS ON TRANSFER OF UNITS; PREEMPTIVE RIGHT 26 UNITS 27 Section 10.1 10.01 Transfers by Members. 26 Members 27 Section 10.2 10.02 Permitted Transfers. 26 Transfers 27 Section 10.3 10.03 Restricted Units Legend. 26 Section 10.4 Transfer. Legend 27 Section 10.5 10.04 Transfer 28 Section 10.05 Assignee’s Rights. 27 Rights 28 Section 10.6 10.06 Assignor’s Rights and Obligations. 27 Obligations 28 Section 10.7 10.07 Overriding Provisions. Provisions 28 ARTICLE XI. REDEMPTION AND EXCHANGE RIGHTS 29 Section 11.1 Exchange Rights for Class A Units. 11.01 Redemption Right of a Member 29 Section 11.2 Reservation 11.02 Election of Shares USCo and Redemption of VBC Class A Common Stock; Listing; Certificate Redeemed Units 31 Section 11.03 Exchange Right of VBC. 29 USCo 31 Section 11.3 11.04 Effect of Exercise of Redemption or Exchange Right. 29 Right 32 Section 11.4 11.05 Tax Treatment. 29 Treatment 32 ARTICLE XII. ADMISSION OF MEMBERS 30 32 Section 12.1 12.01 Substituted Members. 30 Members 32 Section 12.2 12.02 Additional Members. 30 Members 32 ARTICLE XIII. WITHDRAWAL AND RESIGNATION; TERMINATION OF RIGHTS 30 32 Section 13.1 13.01 Withdrawal and Resignation of Members. 30 Members 32 ARTICLE XIV. DISSOLUTION AND LIQUIDATION 30 Section 14.1 Dissolution. 30 Section 14.2 Liquidation and Termination. 31 Section 14.3 Deferment; Distribution in Kind. 31 Section 14.4 Certificate of Termination. 32 Section 14.5 Reasonable Time for Winding Up. 32 Section 14.6 Return of Capital. 32 ARTICLE XV. VALUATION 32 Section 15.1 Determination. 32 Section 15.2 Dispute Resolution. 32 ARTICLE XVI. GENERAL PROVISIONS 33 Section 16.1 Power of Attorney. 33 Section 16.2 Confidentiality. 33 Section 16.3 Amendments. 34 Section 16.4 Title to Company Assets. 34 Section 16.5 Addresses and Notices. 34 Section 16.6 Binding Effect; Intended Beneficiaries. 35 Section 16.7 Creditors. 35 Section 16.8 Waiver. 35 Section 16.9 Counterparts. 36 Section 16.10 Applicable Law. 36 Section 16.11 Severability. 36 Section 16.12 Further Action. 36 Section 16.13 Delivery by Electronic Transmission. 36 Section 16.14 Right of Offset. 36 Section 16.15 Entire Agreement. 36 Section 16.16 Remedies. 37 LIMITED LIABILITY COMPANY AGREEMENT OF VICTORYBASE HOLDINGS LLC This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of VictoryBase Holdings LLC, a Texas limited liability company (the “Company”) dated as of December 9, 2020 (the “Effective Date”), is entered into by and among the Members (as defined herein) of the Company.14.01 Dissolution 35

Rights and Obligations of Members. 20 22 Section 7.1 7.01 Limitation of Liability and Duties of Members. 20 Members 22 Section 7.2 7.02 Lack of Authority. 21 Authority 23 Section 7.3 7.03 No Right of Partition. 21 Partition 23 Section 7.4 Indemnification. 21 7.04 Indemnification 23 Section 7.5 7.05 Members Right to Act. 22 Section 7.6 Inspection Rights. 23 Act 24 ARTICLE VIII. BOOKS, RECORDS, ACCOUNTING AND REPORTS, AFFIRMATIVE COVENANTS 24 25 Section 8.1 8.01 Records and Accounting. 24 Accounting 25 Section 8.2 8.02 Fiscal Year. 24 Year 25 Section 8.3 Reports. 24 8.03 Reports 25 ARTICLE IX. TAX MATTERS 24 25 Section 9.1 9.01 Preparation of Tax Returns. 24 Section 9.2 Tax Elections. Returns 25 Section 9.3 Partnership Representative. 9.02 Tax Elections 25 Section 9.03 Tax Controversies 26 Section 9.04 Withholding 26 ARTICLE X. RESTRICTIONS ON TRANSFER OF UNITS; PREEMPTIVE RIGHT 26 UNITS 27 Section 10.1 10.01 Transfers by Members. 26 Members 27 Section 10.2 10.02 Permitted Transfers. 26 Transfers 27 Section 10.3 10.03 Restricted Units Legend. 26 Section 10.4 Transfer. Legend 27 Section 10.5 10.04 Transfer 28 Section 10.05 Assignee’s Rights. 27 Rights 28 Section 10.6 10.06 Assignor’s Rights and Obligations. 27 Obligations 28 Section 10.7 10.07 Overriding Provisions. Provisions 28 ARTICLE XI. REDEMPTION AND EXCHANGE RIGHTS 29 Section 11.1 Exchange Rights for Class A Units. 11.01 Redemption Right of a Member 29 Section 11.2 Reservation 11.02 Election of Shares USCo and Redemption of VBC Class A Common Stock; Listing; Certificate Redeemed Units 31 Section 11.03 Exchange Right of VBC. 29 USCo 31 Section 11.3 11.04 Effect of Exercise of Redemption or Exchange Right. 29 Right 32 Section 11.4 11.05 Tax Treatment. 29 Treatment 32 ARTICLE XII. ADMISSION OF MEMBERS 30 32 Section 12.1 12.01 Substituted Members. 30 Members 32 Section 12.2 12.02 Additional Members. 30 Members 32 ARTICLE XIII. WITHDRAWAL XXXXXXXXXX AND RESIGNATION; TERMINATION OF RIGHTS 30 32 Section 13.1 13.01 Withdrawal and Resignation of Members. 30 ARTICLE XIV. DISSOLUTION AND LIQUIDATION 30 Section 14.1 Dissolution. 30 Section 14.2 Liquidation and Termination. 31 Section 14.3 Deferment; Distribution in Kind. 31 Section 14.4 Certificate of Termination. 32 Section 14.5 Reasonable Time for Winding Up. 32 Section 14.6 Return of Capital. 32 ARTICLE XV. VALUATION 32 Section 15.1 Determination. 32 Section 15.2 Dispute Resolution. 32 ARTICLE XVI. GENERAL PROVISIONS 33 Section 16.1 Power of Attorney. 33 Section 16.2 Confidentiality. 33 Section 16.3 Amendments. 34 Section 16.4 Title to Company Assets. 34 Section 16.5 Addresses and Notices. 34 Section 16.6 Binding Effect; Intended Beneficiaries. 35 Section 16.7 Creditors. 35 Section 16.8 Waiver. 35 Section 16.9 Counterparts. 36 Section 16.10 Applicable Law. 36 Section 16.11 Severability. 36 Section 16.12 Further Action. 36 Section 16.13 Delivery by Electronic Transmission. 36 Section 16.14 Right of Offset. 36 Section 16.15 Entire Agreement. 36 Section 16.16 Remedies. 37 LIMITED LIABILITY COMPANY AGREEMENT OF VICTORYBASE HOLDINGS LLC This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of VictoryBase Holdings LLC, a Texas limited liability company (the “Company”) dated as of December 9, 2020 (the “Effective Date”), is entered into by and among the Members (as defined herein) of the Company.32

Rights and Obligations of Members. 20 30 Section 7.1 7.01 Limitation of Liability and Duties of Members. 20 ; Investment Opportunities 30 Section 7.2 7.02 Lack of Authority. 21 Authority 32 Section 7.3 7.03 No Right of Partition. 21 Partition 32 Section 7.4 Indemnification. 21 7.04 Indemnification 32 Section 7.5 7.05 Members Right to Act. 22 Act 33 Section 7.6 7.06 Inspection Rights. 23 Rights 34 ARTICLE VIII. VIII BOOKS, RECORDS, ACCOUNTING AND REPORTS, AFFIRMATIVE COVENANTS 24 34 Section 8.1 8.01 Records and Accounting. 24 Accounting 34 Section 8.2 8.02 Fiscal Year. 24 Section 8.3 Reports. 24 Year 35 ARTICLE IX. IX TAX MATTERS 24 35 Section 9.1 9.01 Preparation of Tax Returns. 24 Returns 35 Section 9.2 9.02 Tax Elections. 25 Elections 35 Section 9.3 Partnership Representative. 25 9.03 Tax Controversies 35 ARTICLE X. X RESTRICTIONS ON TRANSFER OF UNITS; PREEMPTIVE RIGHT 26 RIGHTS 36 Section 10.1 10.01 Transfers by Members. 26 Members 36 Section 10.2 10.02 Permitted Transfers. 26 Transfers 36 Section 10.3 10.03 Restricted Units Legend. 26 Legend 37 Section 10.4 Transfer. 27 10.04 Transfer 38 Section 10.5 10.05 Assignee’s Rights. 27 Rights 38 Section 10.6 10.06 Assignor’s Rights and Obligations. 27 Obligations 38 Section 10.7 10.07 Overriding Provisions. 28 Provisions 39 Section 10.08 Lock-Up Restrictions 40 ARTICLE XI. XI REDEMPTION AND EXCHANGE RIGHTS 29 41 Section 11.1 Exchange Rights for Class A Units. 29 Section 11.2 Reservation 11.01 Redemption of Shares of VBC Class A Common Stock; Listing; Certificate of VBC. 29 Section 11.3 Effect of Exercise of Exchange Right. 29 Section 11.4 Tax Treatment. 29 Units 41 ARTICLE XII. XII ADMISSION OF MEMBERS 30 47 Section 12.1 12.01 Substituted Members. 30 Members 47 Section 12.2 12.02 Additional Members. 30 Members 47 ARTICLE XIII. WITHDRAWAL AND XIII RESIGNATION; TERMINATION OF RIGHTS 30 48 Section 13.1 Withdrawal and 13.01 Resignation of Members. 30 Members 48 ARTICLE XIV. XIV DISSOLUTION AND LIQUIDATION 30 48 Section 14.1 Dissolution. 30 14.01 Dissolution 48 Section 14.2 14.02 Liquidation and Termination. 31 Termination 48 Section 14.3 14.03 Deferment; Distribution in Kind. 31 Kind 49 Section 14.4 14.04 Cancellation of Certificate of Termination. 32 49 Section 14.5 14.05 Reasonable Time for Winding Up. 32 Up 50 Section 14.6 14.06 Return of Capital. 32 Capital 50 ARTICLE XV. XV VALUATION 32 50 Section 15.1 Determination. 32 15.01 Determination 50 Section 15.2 15.02 Dispute Resolution. 32 Resolution 50 ARTICLE XVI. XVI GENERAL PROVISIONS 33 51 Section 16.1 16.01 Power of Attorney. 33 Attorney 51 Section 16.2 Confidentiality. 33 16.02 Confidentiality 51 Section 16.3 Amendments. 34 16.03 Amendments 52 Section 16.4 16.04 Title to Company Assets. 34 Assets 52 Section 16.5 16.05 Addresses and Notices. 34 Notices 52 Section 16.6 16.06 Binding Effect; Intended Beneficiaries. 35 Beneficiaries 53 Section 16.7 Creditors. 35 16.07 Creditors 53 Section 16.8 Waiver. 35 16.08 Waiver 53 Section 16.9 Counterparts. 36 16.09 Counterparts 53 Section 16.10 Applicable Law. 36 ; Consent to Jurisdiction 54 Section 16.11 Severability. 36 WAIVER OF JURY TRIAL 54 Section 16.12 Further Action. 36 Severability 54 Section 16.13 Further Action 54 Section 16.14 Delivery by Electronic Transmission. 36 Section 16.14 Right of Offset. 36 Transmission 54 Section 16.15 Entire Agreement. 36 Effectiveness 55 Section 16.16 Remedies. 37 Entire Agreement 55 Section 16.17 Remedies 55 Section 16.18 Descriptive Headings; Interpretation 55 Schedules Schedule 1 – Initial Schedule of Members Exhibits Exhibit A – Form of Joinder Agreement BOUNTY MINERALS HOLDINGS LLC FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VICTORYBASE HOLDINGS LLC This FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) ), dated as of VictoryBase [•], 2023, is entered into by and among Bounty Minerals Holdings LLC, a Texas Delaware limited liability company (the “Company”) dated as of December 9, 2020 (the “Effective Date”), is entered into by and among its Members. Capitalized terms used herein without definition have the Members (as defined herein) of the Company.meanings set forth in Article I.

Rights and Obligations of Members. 20 31 Section 7.1 8.1 Limitation of Liability and Duties 31 Section 8.2 Management of Members. 20 Business 31 Section 7.2 Lack 8.3 Outside Activities of Authority. 21 Members 31 Section 7.3 No Right 8.4 Return of Partition. 21 Capital 31 Section 7.4 Indemnification. 21 Section 7.5 8.5 Rights of Members Right Relating to Act. 22 Section 7.6 Inspection Rights. 23 the Company 32 ARTICLE VIII9. BOOKS, RECORDS, ACCOUNTING AND REPORTS, AFFIRMATIVE COVENANTS 24 REPORTS 32 Section 8.1 9.1 Records and Accounting. 24 Accounting 32 Section 8.2 9.2 Fiscal Year. 24 Year 32 Section 8.3 Reports. 24 9.3 Reports 33 ARTICLE IX10. TAX MATTERS 24 33 Section 9.1 10.1 Preparation of Tax Returns. 24 Section 9.2 Tax Elections. 25 Section 9.3 Partnership Representative. 25 ARTICLE X. RESTRICTIONS ON TRANSFER OF UNITS; PREEMPTIVE RIGHT 26 Section 10.1 Transfers by Members. 26 Returns 33 Section 10.2 Permitted Transfers. 26 Tax Elections 33 Section 10.3 Restricted Units Legend. 26 Tax Matters Member 33 Section 10.4 Transfer. 27 Organizational Expenses 35 Section 10.5 Assignee’s Rights. 27 Withholding 35 Section 10.6 Assignor’s Rights and ObligationsTax Classification 35 ARTICLE 11. 27 Section 10.7 Overriding Provisions. 28 ARTICLE XI. EXCHANGE RIGHTS 29 TRANSFERS AND WITHDRAWALS 36 Section 11.1 Exchange Rights for Class A Units. 29 Transfer 36 Section 11.2 Reservation Transfer of Shares of VBC Class A Common Stock; Listing; Certificate of VBC. 29 Managing Member’s Company Interest 36 Section 11.3 Effect of Exercise of Exchange Right. 29 Members’ Rights to Transfer 36 Section 11.4 Tax Treatment. 29 Substituted Members 36 Section 11.5 General Provisions 37 ARTICLE XII12. ADMISSION OF MEMBERS 30 37 Section 12.1 Substituted Members. 30 Admission of Successor Managing Member 37 Section 12.2 Admission of Additional Members. 30 Members 38 Section 12.3 Amendment of Agreement and Certificate of Limited Company 38 ARTICLE XIII. WITHDRAWAL AND RESIGNATION; TERMINATION OF RIGHTS 30 Section 13.1 Withdrawal and Resignation of Members. 30 ARTICLE XIV13. DISSOLUTION AND LIQUIDATION 30 38 Section 14.1 Dissolution. 30 13.1 Dissolution 38 Section 14.2 Liquidation 13.2 Winding Up 39 Section 13.3 Capital Contribution Obligation 40 Section 13.4 Compliance with Timing Requirements of Regulations 40 Section 13.5 Deemed Distribution and Termination. 31 Recontribution 41 Section 14.3 Deferment; Distribution in Kind. 31 13.6 Rights of Members 41 Section 14.4 13.7 Notice of Dissolution 41 Section 13.8 Cancellation of Certificate of Termination. 32 Formation 41 Section 14.5 13.9 Reasonable Time for Winding UpWinding-Up 41 Section 13.10 Waiver of Partition 41 ARTICLE 14. 32 CONSENTS 42 Section 14.6 Return of Capital. 32 14.1 Action by the Members 42 ARTICLE XV. VALUATION 32 Section 15.1 Determination. 32 Section 15.2 Dispute Resolution. 32 ARTICLE XVI15. GENERAL PROVISIONS 33 42 Section 16.1 Power of Attorney. 33 Section 16.2 Confidentiality. 33 Section 16.3 Amendments. 34 Section 16.4 Title to Company Assets. 34 Section 16.5 15.1 Addresses and Notices. 34 Notice 42 Section 16.6 15.2 Titles and Captions 42 Section 15.3 Pronouns and Plurals 43 Section 15.4 Further Action 43 Section 15.5 Binding Effect; Intended Beneficiaries. 35 Effect 43 Section 16.7 Creditors. 35 15.6 Creditors 43 Section 16.8 Waiver. 35 15.7 Waiver 43 Section 16.9 Counterparts. 36 15.8 Counterparts 43 Section 16.10 15.9 Applicable Law. 36 Law 43 Section 16.11 Severability. 36 15.10 Invalidity of Provisions 43 Section 16.12 Further Action. 36 Section 16.13 Delivery by Electronic Transmission. 36 Section 16.14 Right of Offset. 36 Section 16.15 15.11 Entire Agreement. 36 Section 16.16 Remedies. 37 Agreement 44 EXHIBIT A Exhibit A Capital Contributions SCHEDULE A Schedule A Officers LIMITED LIABILITY COMPANY AGREEMENT OF VICTORYBASE HOLDINGS BROOKFIELD DTLA FUND PROPERTIES III LLC This THIS LIMITED LIABILITY COMPANY AGREEMENT (this the “Agreement”) of VictoryBase Holdings Brookfield DTLA Fund Properties III LLC, a Texas Delaware limited liability company (the “Company”) ), dated as of December 9October 15, 2020 (the “Effective Date”)2013, is entered into by and among Brookfield DTLA Fund Properties II LLC, a Delaware limited liability company (the “Managing Member”) and the Persons whose names are set forth on Exhibit A attached hereto, as the Members, together with any other Persons who become Members (in the Company as defined provided herein) of the Company.