Common use of Successors; Assignment; Amendments; Waivers Clause in Contracts

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder may assign this Agreement to any person without the prior written consent of the Corporate Taxpayer; provided, however, that (i) to the extent PE Units are transferred in accordance with the terms of the Parsley Energy LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such PE Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred PE Units as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to the Exchanged PE Units, may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.12 and acknowledging specifically the terms of Section 7.6(b). For the avoidance of doubt, if a TRA Holder transfers PE Units but does not assign to the transferee of such PE Units, the rights of such TRA Holder under this Agreement with respect to such transferred PE Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, such PE Units.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder Party may assign all or any portion of its rights or obligations under this TRA Agreement to any person Person without the prior written consent approval of the Corporate Taxpayer; providedBoard, howeverexcept that, that (i) to the extent PE that a TRA Party Transfers Class A Common Units are transferred to any of such TRA Party’s Permitted Transferees in accordance with the terms of the Parsley Energy LLC Limited Liability Company Agreement, the transferring Transferring TRA Holder Party shall have the option to assign assign, without the approval of the Board, to the transferee Permitted Transferee of such PE Class A Common Units the transferring Transferring TRA HolderParty’s rights and obligations under this TRA Agreement with respect to such transferred PE Units as long as Transferred Class A Common Units. As a condition to any such transferee has executed assignment, each Transferee which is a Permitted Transferee or approved by the Board shall execute and delivered, or, in connection with such transfer, executes and delivers, deliver a joinder to this TRA Agreement, in the form and substance reasonably satisfactory to the Corporate Taxpayerattached hereto as Exhibit A, agreeing to become a “TRA Holder” Party for all purposes of this TRA Agreement, except as otherwise provided in such joinder. If a TRA Party Transfers Class A Common Units in accordance with the terms of the Limited Liability Company Agreement but does not assign to the Transferee of such Class A Common Units its rights and obligations under this TRA Agreement with respect to such Transferred Class A Common Units, (i) such TRA Party shall remain a TRA Party under this TRA Agreement for all purposes, including with respect to the receipt of Tax Benefit Payments to the extent payable hereunder (including any Tax Benefit Payments in respect of the Exchanges of such Transferred Class A Common Units by such Transferee), and (ii) the Transferee of such Class A Common Units shall not be a TRA Party. The Corporate Taxpayer may not assign any of its rights or obligations under this TRA Agreement to any Person (other than in connection with a Mandatory Assignment) without the prior written consent of the TRA Party Representative (not to be unreasonably withheld, conditioned, or delayed). Any purported assignment in violation of the terms of this Section 7.6 shall be null and void. Notwithstanding the foregoing, once an Exchange has occurred, any and all payments payable or that may become payable to a TRA Holder Party pursuant to this TRA Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to the Exchanged PE Units, such Exchange may be assigned to any Person or Persons Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this TRA Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.12 and acknowledging specifically the terms of Section 7.6(b). For the avoidance of doubt, if a TRA Holder transfers PE Units but does not assign to the transferee of such PE Units, the rights of such TRA Holder under this Agreement with respect to such transferred PE Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, such PE Units7.12.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder Partner may assign this Agreement to any person without the prior written consent of the Corporate TaxpayerCorporation; provided, however, that (i) that, to the extent PE Partnership Units are effectively transferred in accordance with the terms of the Parsley Energy LLC AgreementPartnership Agreements, and any other agreements the Original Partners may have entered into with each other, or a Partner may have entered into with the Parent, the Corporation, Holdings and/or any of the other Partnerships, the transferring TRA Holder Partner shall have the option to assign to the transferee of such PE Partnership Units the transferring TRA HolderPartner’s rights under this Agreement with respect to such transferred PE Units Partnership Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation, agreeing to become a “TRA HolderPartner” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise any and all payments that may become payable to a Partner pursuant to this Agreement with respect to the Exchanged PE Units, such Exchange may be assigned to any Person or Persons Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation, agreeing to be bound by Section 7.12 and acknowledging specifically the terms last sentence of Section 7.6(b)the next paragraph. For the avoidance of doubt, if a TRA Holder transfers PE Units but does not assign to the transferee of extent an Original Partner or other Person transfers Partnership Units to an Original Partner as may be permitted by any agreement to which the Partnership whose Partnership Units are subject to such PE Unitstransfer is a party, the Original Partner receiving such Partnership Units shall have all rights of such TRA Holder under this Agreement with respect to such transferred PE UnitsPartnership Units as such Original Partner has, under this Agreement, with respect to the other Partnership Units held by him. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such TRA Holder shall continue to amendment is approved in writing by each of Parent, the Corporation and Holdings, on behalf of themselves and the respective Partnerships they Control, and by Original Partners who would be entitled to receive at least two-thirds of the Tax Benefit PaymentsEarly Termination Payments payable to all Original Partners hereunder if the Corporation had exercised its right of early termination on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Original Partner pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if anysuch amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless all such Partners disproportionately effected consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, due hereunder shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. Notwithstanding anything to the contrary herein, in the event an Original Partner transfers his Partnership Units to a Permitted Transferee (as defined in each Partnership Agreement), excluding any other Original Partner, such Original Partner shall have the right, on behalf of such transferee, to enforce the provisions of Sections 2.04, 4.02 or 6.01 with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, to such PE transferred Partnership Units.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder Partner may assign this Agreement to any person without the prior written consent of the Corporate TaxpayerCorporation; provided, however, that (i) that, to the extent PE Common Units are effectively transferred in accordance with the terms of the Parsley Energy LLC Partnership Agreement, and any other agreements the Partners may have entered into with each other, or a Partner may have entered into with the Corporation and/or the Partnership, the transferring TRA Holder Partner shall have the option to assign to the transferee of such PE Common Units the transferring TRA HolderPartner’s rights under this Agreement with respect to such transferred PE Units Common Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation, agreeing to become a “TRA HolderPartner” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise any and all payments that may become payable to a Partner pursuant to this Agreement with respect to the Exchanged PE Units, such Exchange may be assigned to any Person or Persons Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation, agreeing to be bound by Section 7.12 and acknowledging specifically the terms last sentence of Section 7.6(b)the next paragraph. For the avoidance of doubt, if a TRA Holder transfers PE Units but does not assign to the transferee of such PE Unitsextent a Partner or other Person transfers Common Units to a Partner as may be permitted by any agreement to which the Partnership is a party, the Partner receiving such Common Units shall have all rights of such TRA Holder under this Agreement with respect to such transferred PE UnitsCommon Units as such Partner has, under this Agreement, with respect to the other Common Units held by him. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such TRA Holder shall continue to amendment is approved in writing by each of the Corporation and the Partnership, and by Partners who would be entitled to receive at least two-thirds of the Tax Benefit PaymentsEarly Termination Payments payable to all Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Partner pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if anysuch amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless at least two-thirds of such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, due hereunder with respect toshall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, including assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any Tax Benefit Payments arising direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in respect of a subsequent Exchange of, the same manner and to the same extent that the Corporation would be required to perform if no such PE Unitssuccession had taken place.

Successors; Assignment; Amendments; Waivers. (a) No TRA LP Unit Holder may assign this Agreement to any person without the prior written consent of the Corporate TaxpayerAPAM; provided, however, that (i) to the extent PE an LP Unit Holder distributes LP Units are transferred to such LP Unit Holder’s partners or shareholders in accordance with the terms of the Parsley Energy LLC Partnership Agreement, the transferring TRA LP Unit Holder shall have the option to assign to the transferee of such PE LP Units the transferring TRA LP Unit Holder’s rights under this Agreement with respect to such transferred PE Units as long as LP Units, provided that such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, delivered a joinder to this Agreement, in form and substance reasonably satisfactory substantially similar to the Corporate TaxpayerExhibit A to this Agreement, agreeing to become a an “TRA LP Unit Holder” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise any and all payments that may become payable to an LP Unit Holder pursuant to this Agreement with respect to the Exchanged PE Units, LP Units may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, delivered a joinder to this Agreement, in form and substance reasonably satisfactory substantially similar to the Corporate TaxpayerExhibit A to this Agreement, agreeing to be bound by Section 7.12 and acknowledging specifically the terms of Section 7.6(b). For the avoidance of doubt, if a TRA an LP Unit Holder transfers PE LP Units but does not assign to the transferee of such PE Units, the LP Units such LP Unit Holder’s rights of such TRA Holder under this Agreement with respect to such transferred PE LP Units, such TRA LP Unit Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, of such PE LP Units.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder may assign this Agreement to any person without the prior written consent of the Corporate Taxpayer; provided, however, that (i) to the extent PE Spark HoldCo Units are transferred in accordance with the terms of the Parsley Energy Spark HoldCo LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such PE Spark HoldCo Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred PE Spark HoldCo Units as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to the Exchanged PE Spark HoldCo Units, may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.12 and acknowledging specifically the terms of Section 7.6(b). For the avoidance of doubt, if a TRA Holder transfers PE Spark HoldCo Units but does not assign to the transferee of such PE Units, Spark HoldCo Units the rights of such TRA Holder under this Agreement with respect to such transferred PE Spark HoldCo Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, such PE Spark HoldCo Units.

Successors; Assignment; Amendments; Waivers. (a) No Each TRA Holder Party may assign any of its rights under this Agreement to any person without the prior written consent of the Corporate Taxpayer; provided, however, that (i) to the extent PE Units are transferred in accordance with the terms of the Parsley Energy LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such PE Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred PE Units Person as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerTaxpayer (the “Joinder Requirement”), agreeing to become a “TRA Holder” Party for all purposes of this Agreement; provided, except as however, that to the extent any TRA Party sells, exchanges, distributes, or otherwise provided transfers Units to any Person (other than the Corporate Taxpayer or the OpCo) in accordance with the terms of the Exchange Agreement and/or LLC Agreement, such joinder, and (ii) any and all payments payable or that may become payable TRA Party shall have the option to a TRA Holder pursuant assign to the transferee of such Units its rights under this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to such transferred Units; provided, further, that such transferee has satisfied the Exchanged PE Units, may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.12 and acknowledging specifically the terms of Section 7.6(b)Joinder Requirement. For the avoidance of doubt, if a TRA Holder Party transfers PE Units in accordance with the terms of the Exchange Agreement and/or LLC Agreement but does not assign to the transferee of such PE Units, the Units its rights of such TRA Holder under this Agreement with respect to such transferred PE Units, such TRA Holder Party shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange ofof such Units and such transferee may not enforce the provisions of this Agreement. Notwithstanding any other provision of this Agreement, such PE Unitsan assignee of only rights to receive a Tax Benefit Payment in connection with an Exchange has no rights under this Agreement other than to enforce its right to receive a Tax Benefit Payment pursuant to this Agreement. The Corporate Taxpayer may not assign any of its rights or obligations under this Agreement to any Person (other than in connection with a Mandatory Assignment) without the prior written consent of the TRA Party Representative (not to be unreasonably withheld, conditioned or delayed). Any purported assignment in violation of the terms of this Section 7.6 shall be null and void.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder may assign this Agreement to any person Person without the prior written consent of the Corporate TaxpayerAPO Corp.; provided, however, that (i) that, to the extent PE Partnership Units are effectively transferred in accordance with the terms of the Parsley Energy LLC AgreementPartnership Agreements and any other agreements the Holders may have entered into with the Issuer, APO Corp. and/or any of the Apollo Operating Group Members or Apollo Principal Partnerships, the transferring TRA Holder shall have the option to assign to the transferee of such PE Partnership Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred PE Units Partnership Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerAPO Corp., agreeing to become a “TRA Holder” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise any and all payments that may become payable to a Holder pursuant to this Agreement with respect to the Exchanged PE Units, such Exchange may be assigned to any Person or Persons Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerAPO Corp., agreeing to be bound by Section 7.12 and acknowledging specifically the terms last sentence of Section 7.6(b)the next paragraph. For the avoidance of doubt, if a TRA Holder transfers PE Units but does not assign : (A) to the transferee of such PE Unitsextent a Holder Group Member or other Person transfers Partnership Units to a Holder Group Member pursuant to the relevant Partnership Agreements, the Holder Group Member receiving such Partnership Units shall have all rights of such TRA Holder under this Agreement with respect to such transferred PE UnitsPartnership Units as such Holder Group Members has, such TRA Holder shall continue to be entitled to receive the Tax Benefit Paymentsunder this Agreement, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of to the other Partnership Units held by him; and (B) the requirement to execute and deliver a subsequent Exchange of, joinder pursuant to this Section 7.06(a) shall not be construed as requiring such PE Unitsexecution and delivery prior to an assignment becoming effective.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder Member may assign this Agreement to any person without the prior written consent of the Corporate TaxpayerCorporation; provided, however, that (i) to the extent PE Units are effectively transferred in accordance with the terms of the Parsley Energy LLC Agreement, the transferring TRA Holder Member shall have the option to assign to the transferee of such PE Units the transferring TRA HolderMember’s rights under this Agreement with respect to such transferred PE Units Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, Joinder Agreement in the form and substance reasonably satisfactory to the Corporate Taxpayerattached hereto as Exhibit A, agreeing to become a “TRA HolderMember” for all purposes of this Agreement, except as otherwise provided in such joinderJoinder Agreement, and (ii) once an Exchange has occurred, any and all payments payable or that may become payable to a TRA Holder Member pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to the Exchanged PE Units, Units may be assigned to the Corporation or any Person or Persons Member, as long as any such Person Member has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, Joinder Agreement in the form and substance reasonably satisfactory to the Corporate Taxpayerattached hereto as Exhibit A, agreeing to be bound by Section 7.12 7.13 and acknowledging specifically the terms of Section 7.6(b)the next paragraph. For the avoidance of doubt, if a TRA Holder Person transfers PE Units (regardless of whether the transferee is a “Permitted Transferee” under the terms of the LLC Agreement) but does not assign to the transferee of such PE UnitsUnits such Person’s rights, the rights of such TRA Holder if any, under this Agreement with respect to such transferred PE Units, such TRA Holder Person shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, such PE Units. Notwithstanding the foregoing provisions of this Section 7.6, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Sections 2.4, 4.2, 6.1 or 6.2 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and Holdings and by Original Members who would be entitled to receive at least a majority of the Early Termination Payments payable to all Original Members hereunder if the Corporation had exercised its right of early termination on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Original Member pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Members will or may receive under this Agreement unless all such Members disproportionately affected consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. Notwithstanding anything to the contrary herein, in the event an Original Member transfers his Units to a Permitted Transferee (as defined in the LLC Agreement), excluding any other Original Member, such Original Member shall have the right, on behalf of such transferee, to enforce the provisions of Sections 2.4, 4.2 or 6.1 with respect to such transferred Units.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder Member may assign this Agreement to any person without the prior written consent of the Corporate TaxpayerCorporation; provided, however, that (i) to the extent PE Units are effectively transferred in accordance with the terms of the Parsley Energy LLC Agreement, the transferring TRA Holder Member shall have the option to assign to the transferee of such PE Units the transferring TRA HolderMember’s rights under this Agreement with respect to such transferred PE Units Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, Joinder Agreement in the form and substance reasonably satisfactory to the Corporate Taxpayerattached hereto as Exhibit A, agreeing to become a “TRA HolderMember” for all purposes of this Agreement, except as otherwise provided in such joinderJoinder Agreement, and (ii) once an Exchange has occurred, any and all payments payable or that may become payable to a TRA Holder Member pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to the Exchanged PE Units, Units may be assigned to any Person or Persons Persons, including a liquidating trust, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, Joinder Agreement in the form and substance reasonably satisfactory to the Corporate Taxpayerattached hereto as Exhibit A, agreeing to be bound by Section 7.12 7.13 and acknowledging specifically the terms of Section 7.6(b)the next paragraph. For the avoidance of doubt, if a TRA Holder Person transfers PE Units (regardless of whether the transferee is a “Permitted Transferee” under the terms of the LLC Agreement) but does not assign to the transferee of such PE UnitsUnits such Person’s rights, the rights of such TRA Holder if any, under this Agreement with respect to such transferred PE Units, such TRA Holder Person shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, such PE Units. Notwithstanding the foregoing provisions of this Section 7.6, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Sections 2.4, 4.2, 6.1 or 6.2 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and Holdings and by Original Members who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Original Members hereunder if the Corporation had exercised its right of early termination on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Original Member pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Members will or may receive under this Agreement unless all such Members disproportionately affected consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. Notwithstanding anything to the contrary herein, in the event an Original Member transfers his Units to a Permitted Transferee (as defined in the LLC Agreement), excluding any other Original Member, such Original Member shall have the right, on behalf of such transferee, to enforce the provisions of Sections 2.4, 4.2 or 6.1 with respect to such transferred Units.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder Series B Member may assign this Agreement to any person without the prior written consent of the Corporate TaxpayerHII; provided, however, that (i) to the extent PE Units Series B Membership Interests are effectively transferred in accordance with the terms of the Parsley Energy LLC Agreement, the transferring TRA Holder shall have the option to Series B Member may assign to the transferee of such PE Units Series B Membership Interests the transferring TRA HolderSeries B Member’s rights under this Agreement with respect to such transferred PE Units as long as Series B Membership Interests and (ii) a Series B Member shall be entitled to assign its rights under this Agreement to (x) a direct or indirect beneficial owner or Affiliate of such Series B Member, or trust or other Person established for the benefit of one or more direct or indirect beneficial owners or Affiliates of such Series B Member, in connection with a liquidation, dissolution, winding up or other termination of such Series B Member or (y) any other then-current Series B Member, and, in either case (i) or (ii), such transferee has shall have executed and delivered, or, in connection with such transfer, executes execute and deliversdeliver, a joinder to this Agreement, Agreement in the form attached hereto as Exhibit A (or such other joinder in form and substance reasonably satisfactory to the Corporate TaxpayerHII), agreeing to become a “TRA HolderSeries B Member” for all purposes of this Agreement, except as otherwise provided in such joinder. No provision of this Agreement may be amended unless such amendment is approved in writing by each of HII and the Company and by Series B Members who would be entitled to receive at least two-thirds (2/3) of the Early Termination Payments payable to all Series B Members hereunder if HII had exercised its right of early termination on the date of the most recent Exchange prior to such amendment (excluding, and (ii) any and for purposes of this sentence, all payments payable or that may become payable made to a TRA Holder any Series B Member pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to since the Exchanged PE Units, may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.12 and acknowledging specifically the terms of Section 7.6(b). For the avoidance of doubt, if a TRA Holder transfers PE Units but does not assign to the transferee date of such PE Unitsmost recent Exchange); provided, however, that no such amendment shall be effective if such amendment would have a disproportionate effect on the rights of such TRA Holder payments certain Series B Members will or may receive under this Agreement with respect unless all such Series B Members disproportionately affected consent in writing to such transferred PE Units, amendment. No provision of this Agreement may be waived unless such TRA Holder shall continue waiver is in writing and signed by the party against whom the waiver is to be entitled effective. Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to receive the Tax Benefit Paymentsbenefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. HII shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of HII, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that HII would be required to perform if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, no such PE Unitssuccession had taken place.

Successors; Assignment; Amendments; Waivers. (a) No Subject to the Corporate Taxpayer’s prior written consent (not to be unreasonably withheld, conditioned or delayed), each TRA Holder Party may assign all or any portion of its rights under this Agreement to any person without the prior written consent of the Corporate Taxpayer; provided, however, that (i) to the extent PE Units are transferred in accordance with the terms of the Parsley Energy LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such PE Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred PE Units Person as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, substantially in the form and substance reasonably satisfactory to the Corporate Taxpayerof Exhibit A hereto, agreeing to become a “TRA Holder” Party for all purposes of this Agreement, except as otherwise provided in such joinderjoinder (a “Joinder”). For avoidance of doubt, and (iithis Section 7.6(a) shall apply regardless of whether such TRA Party continues to hold any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to the Exchanged PE Units, may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, interest in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.12 and acknowledging specifically the terms of Section 7.6(b). For the avoidance of doubt, (1) if a TRA Holder Party transfers PE Units in accordance with the terms of the LLC Agreement but does not assign to the transferee of such PE Units, the Units its rights of such TRA Holder under this Agreement with respect to such transferred PE Units, such TRA Holder Party shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange ofof such Units and (2) an assignment to any entity controlled by a TRA Party shall be treated as one transfer (or an assignment to an Affiliate, if applicable) for purposes of this Section 7.6(a), even if the interests in such PE Unitsentity are subsequently transferred or distributed to third parties. Any assignment, or attempted assignment in violation of this Agreement, including any failure of a purported assignee to enter into a Joinder or to provide any forms or other information to the extent required hereunder, shall be null and void, and shall not bind or be recognized by the Corporate Taxpayer or the TRA Parties. The Corporate Taxpayer shall be entitled to treat the record owner of any rights under this Agreement as the absolute owner thereof and shall incur no liability for payments made in good faith to such owner until such time as a written assignment of such rights is permitted pursuant to the terms and conditions of this Section 7.6(a) and has been recorded on the books of the Corporate Taxpayer.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder Member may assign this Agreement to any person without the prior written consent of the Corporate TaxpayerINC; provided, however, that (i) that, to the extent PE Class A Units are effectively transferred in accordance with the terms of the Parsley Energy LLC Operating Agreement, and any other agreements the Members may have entered into with each other, or a Member may have entered into with INC and/or LLC, the transferring TRA Holder Member shall have the option to assign to the transferee of such PE Class A Units the transferring TRA HolderMember’s rights under this Agreement with respect to such transferred PE Units Class A Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerINC, agreeing to become a “TRA HolderMember” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) that, once a Redemption has occurred, any and all payments payable or that may become payable to a TRA Holder Member pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to the Exchanged PE Units, such Redemption may be assigned to any Person or Persons Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerINC, agreeing to be bound by Section 7.12 and acknowledging specifically the terms last sentence of Section 7.6(b)the next paragraph. For the avoidance of doubt, if a TRA Holder transfers PE Units but does not assign to the transferee of such PE Unitsextent a Member or other Person transfers Class A Units to a Member as may be permitted by any agreement to which LLC is a party, the Member receiving such Class A Units shall have all rights of such TRA Holder under this Agreement with respect to such transferred PE UnitsClass A Units as such Member has, under this Agreement, with respect to the other Class A Units held by him. No provision of this Agreement may be amended unless such TRA Holder shall continue to amendment is approved in writing by each of INC and LLC, and by Members who would be entitled to receive at least two-thirds of the Tax Benefit PaymentsChange of Control Payments payable to all Members hereunder if a Change of Control had occurred on the date of the most recent Redemption prior to such amendment (excluding, for purposes of this sentence, all payments made to any Member pursuant to this Agreement since the date of such most recent Redemption); provided that no such amendment shall be effective against Members who do not approve the amendment in writing. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. This Agreement shall bind and inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns. INC shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of INC, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that INC would be required to perform if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, no such PE Unitssuccession had taken place.

Successors; Assignment; Amendments; Waivers. (a) No Each TRA Holder Party may assign all or any portion of its rights under this Agreement to any person without the prior written consent of the Corporate Taxpayer; provided, however, that (i) to the extent PE Units are transferred in accordance with the terms of the Parsley Energy LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such PE Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred PE Units Person as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, substantially in the form and substance reasonably satisfactory to the Corporate Taxpayerof Exhibit A hereto, agreeing to become a “TRA Holder” Party for all purposes of this Agreement, except as otherwise provided in such joinderjoinder (a “Joinder”), and provided, however, that, at any time during the term of this Agreement, (i) the total number of Carlyle Assignees, in the aggregate, who are TRA Parties cannot be greater than five (5), other than Affiliates of the Carlyle Parties, (ii) any and all payments payable or that may become payable to a the total number of TA Assignees, in the aggregate, who are TRA Holder pursuant to this Agreement Parties cannot be greater than five (A) that do not arise from an Exchange 5), other than Affiliates of the TA Parties and (Biii) that, once an Exchange has occurred, arise with respect to the Exchanged PE Units, may be assigned to any Person or Persons as long as any such Person has executed and delivered, ortotal number of 22C Assignees, in connection with the aggregate, who are TRA Parties cannot be greater than five (5), other than Affiliates of the 22C Parties. For avoidance of doubt, this Section 7.6(a) shall apply regardless of whether such assignment, executes and delivers, a joinder TRA Party continues to this Agreement, hold any interest in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.12 and acknowledging specifically the terms of Section 7.6(b)Taxpayer or OpCo. For the avoidance of doubt, (1) if a TRA Holder Party transfers PE Units in accordance with the terms of the LLC Agreement but does not assign to the transferee of such PE Units, the Units its rights of such TRA Holder under this Agreement with respect to such transferred PE Units, such TRA Holder Party shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange ofof such Units and (2) an assignment to any entity controlled by a TRA Party shall be treated as one transfer (or an assignment to an Affiliate, if applicable) for purposes of this Section 7.6(a), even if the interests in such PE Unitsentity are subsequently transferred or distributed to third parties. Any assignment, or attempted assignment in violation of this Agreement, including any failure of a purported assignee to enter into a Joinder or to provide any forms or other information to the extent required hereunder, shall be null and void, and shall not bind or be recognized by the Corporate Taxpayer or the TRA Parties. The Corporate Taxpayer shall be entitled to treat the record owner of any rights under this Agreement as the absolute owner thereof and shall incur no liability for payments made in good faith to such owner until such time as a written assignment of such rights is permitted pursuant to the terms and conditions of this Section 7.6(a) and has been recorded on the books of the Corporate Taxpayer.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder Member may assign this Agreement to any person without the prior written consent of the Corporate TaxpayerCorporation; provided, however, that (i) to the extent PE Units are effectively transferred in accordance with the terms of the Parsley Energy LLC Agreement, the transferring TRA Holder Member shall have the option to assign to the transferee of such PE Units the transferring TRA HolderMember’s rights under this Agreement with respect to such transferred PE Units Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation, agreeing to become a “TRA HolderMember” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) once an Exchange has occurred, any and all payments payable or that may become payable to a TRA Holder Member pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to the Exchanged PE Units, Units may be assigned to any Person or Persons Persons, including a liquidating trust, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation, agreeing to be bound by Section 7.12 and acknowledging specifically the terms of Section 7.6(b)the next paragraph. For the avoidance of doubt, if a TRA Holder Person transfers PE Units (regardless of whether the transferee is a “Permitted Transferee” under the terms of the LLC Agreement) but does not assign to the transferee of such PE UnitsUnits such Person’s rights, the rights of such TRA Holder if any, under this Agreement with respect to such transferred PE Units, such TRA Holder Person shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, such PE Units. Notwithstanding the foregoing provisions of this Section 7.6, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.4, 4.2, 6.1 or 6.2 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and the LLC and by Original Members who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Original Members hereunder if the Corporation had exercised its right of early termination on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Original Member pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Members will or may receive under this Agreement unless all such Members disproportionately affected consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. Notwithstanding anything to the contrary herein, in the event an Original Member transfers his Units to a Permitted Transferee (as defined in the LLC Agreement), excluding any other Original Member, such Original Member shall have the right, on behalf of such transferee, to enforce the provisions of Sections 2.4, 4.2 or 6.1 with respect to such transferred Units.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder The Limited Partner may not assign this Agreement to any person without the prior written consent of the Corporate TaxpayerCorporation; provided, however, that (i) that, to the extent PE Units Partnership Interests are effectively transferred in accordance with the terms of the Parsley Energy LLC AgreementPartnership Agreement and any other agreements the Limited Partner may have entered into with the Corporation and/or the General Partner, the transferring TRA Holder Limited Partner shall have the option to assign to the transferee of such PE Units Partnership Interests the transferring TRA HolderLimited Partner’s rights under this Agreement with respect to such transferred PE Units Partnership Interests, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation, agreeing to become a “TRA HolderLimited Partner” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise any and all payments that may become payable to the Limited Partner pursuant to this Agreement with respect to the Exchanged PE Units, such Exchange may be assigned to any Person or Persons Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation, agreeing to be bound by Section 7.12 all provisions of this Agreement and acknowledging specifically the last sentence of the next paragraph. No provision of this Agreement may be amended unless such amendment is approved in writing by the Corporation, on behalf of itself and the Partnership, and by the Limited Partner. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of Section 7.6(b). For the avoidance of doubtthis Agreement shall be binding upon, if a TRA Holder transfers PE Units but does not assign shall inure to the transferee benefit of such PE Unitsand shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the rights business or assets of such TRA Holder under the Corporation, by written agreement, expressly to assume and agree to perform this Agreement with respect in the same manner and to the same extent that the Corporation would be required to perform if no such transferred PE Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, such PE Unitssuccession had taken place.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder Member may assign this Agreement to any person without the prior written consent of the Corporate TaxpayerCorporation; provided, however, that (i) to the extent PE Units are effectively transferred in accordance with the terms of the Parsley Energy LLC Agreement, the transferring TRA Holder Member shall have the option to assign to the transferee of such PE Units the transferring TRA HolderMember’s rights under this Agreement with respect to such transferred PE Units Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation, agreeing to become a “TRA HolderMember” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) once an Exchange has occurred, any and all payments payable or that may become payable to a TRA Holder Member pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to the Exchanged PE Units, Units may be assigned to any Person or Persons Persons, including a liquidating trust, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation, agreeing to be bound by Section 7.12 and acknowledging specifically the terms of Section 7.6(b)the next paragraph. For the avoidance of doubt, if a TRA Holder Person transfers PE Units (regardless of whether the transferee is a “Permitted Transferee” under the terms of the LLC Agreement) but does not assign to the transferee of such PE UnitsUnits such Person’s rights, the rights of such TRA Holder if any, under this Agreement with respect to such transferred PE Units, such TRA Holder Person shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, such PE Units. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and Holdings and by Original Members who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Original Members hereunder if the Corporation had exercised its right of early termination on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Original Member pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Members will or may receive under this Agreement unless all such Members disproportionately affected consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. Notwithstanding anything to the contrary herein, in the event an Original Member transfers his Units to a Permitted Transferee (as defined in the LLC Agreement), excluding any other Original Member, such Original Member shall have the right, on behalf of such transferee, to enforce the provisions of Sections 2.04, 4.02 or 6.01 with respect to such transferred Units.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder PICO may not assign this Agreement to any person without the prior written consent of the Corporate TaxpayerUCP, Inc.; provided, howeverhowever , that (i) to the extent PE Units PICO Membership Interests are effectively transferred in accordance with the terms of the Parsley Energy LLC Agreement, the transferring TRA Holder shall have the option to PICO may assign to the transferee of such PE Units the transferring TRA Holder’s PICO Membership Interests PICO's rights under this Agreement with respect to such transferred PE Units as long as PICO Membership Interests and (ii) PICO shall be entitled to assign its rights under this Agreement to (x) a direct or indirect beneficial owner or Affiliate of PICO, in connection with a liquidation, dissolution, winding up or other termination of PICO, and, in either case (i) or (ii), such transferee has shall have executed and delivered, or, in connection with such transfer, executes execute and deliversdeliver, a joinder to this Agreement, Agreement in form and substance reasonably satisfactory to the Corporate TaxpayerUCP, Inc.), agreeing to become a “TRA Holder” party for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) any and all payments payable or that may become payable to a TRA Holder pursuant to . No provision of this Agreement (A) that do not arise from an Exchange may be amended unless such amendment is approved in writing by each of UCP, Inc., the Company and (B) thatPICO. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. Except as otherwise specifically provided herein, once an Exchange has occurredall of the terms and provisions of this Agreement shall be binding upon, arise with respect shall inure to the Exchanged PE Unitsbenefit of and shall be enforceable by the parties hereto and their respective successors, may be assigned assigns, heirs, executors, administrators and legal representatives. UCP, Inc. shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to any Person all or Persons as long as any such Person has executed substantially all of the business or assets of UCP, Inc., by written agreement, expressly to assume and delivered, or, agree to perform this Agreement in connection with such assignment, executes the same manner and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayersame extent that UCP, agreeing Inc. would be required to be bound by Section 7.12 and acknowledging specifically the terms of Section 7.6(b). For the avoidance of doubt, perform if a TRA Holder transfers PE Units but does not assign to the transferee of no such PE Units, the rights of such TRA Holder under this Agreement with respect to such transferred PE Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, such PE Unitssuccession had taken place.

Successors; Assignment; Amendments; Waivers. (a) No Each TRA Holder Party may assign any of its rights under this Agreement to any person without the prior written consent of the Corporate Taxpayer; provided, however, that (i) to the extent PE Units are transferred in accordance with the terms of the Parsley Energy LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such PE Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred PE Units Person as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerTaxpayer (the “Joinder Requirement”), agreeing to become a “TRA Holder” Party for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise including with respect to the Exchanged PE Unitsobligations to the Company Financial Advisor under Sections 3.1(a) and 4.3(a) hereof pursuant to the Engagement Letter; provided, may be assigned however, that to the extent any TRA Party sells, exchanges, distributes, or otherwise transfers Units to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to (other than the Corporate Taxpayer, agreeing to be bound by Section 7.12 and acknowledging specifically Taxpayer or the OpCo) in accordance with the terms of Section 7.6(b)the Exchange Agreement and/or LLC Agreement, such TRA Party shall have the option to assign to the transferee of such Units its rights under this Agreement with respect to such transferred Units; provided, further, that such transferee has satisfied the Joinder Requirement. For the avoidance of doubt, if a TRA Holder Party transfers PE Units in accordance with the terms of the Exchange Agreement and/or LLC Agreement but does not assign to the transferee of such PE Units, the Units its rights of such TRA Holder under this Agreement with respect to such transferred PE Units, such TRA Holder Party shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange ofof such Units (subject to the payments required to be made to the Company Financial Advisor under Sections 3.1(a) and 4.3(a) hereof pursuant to the Engagement Letter) and such transferee may not enforce the provisions of this Agreement. Notwithstanding any other provision of this Agreement, such PE Unitsan assignee of only rights to receive a Tax Benefit Payment in connection with an Exchange has no rights under this Agreement other than to enforce its right to receive a Tax Benefit Payment pursuant to this Agreement.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder Partner may assign its rights under this Agreement to any person without the prior written consent of the Corporate Taxpayer; Corporation; provided, however, that (i) that, to the extent PE Units are effectively transferred in accordance with the terms of the Parsley Energy LLC Agreement, the transferring TRA Holder Partner shall have the option to assign to the transferee of such PE Units the transferring TRA HolderPartner’s rights under this Agreement with respect to such transferred PE Units Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation, agreeing to become a “TRA HolderPartner” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise any and all payments that may become payable to a Partner pursuant to this Agreement with respect to the Exchanged PE Units, such Exchange may be assigned to any Person or Persons Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation, agreeing to be bound by Section 7.12 and acknowledging specifically the terms last sentence of Section 7.6(b)the next paragraph. For the avoidance of doubt, if a TRA Holder transfers PE Units but does not assign to the transferee of such PE Unitsextent a Partner or other Person transfers Units to a Partner as may be permitted by the LLC Agreement, the Partner receiving such Units shall have all rights of such TRA Holder under this Agreement with respect to such transferred PE UnitsUnits as such Partner has, under this Agreement, with respect to the other Units held by him. No provision of this Agreement may be amended unless such TRA Holder shall continue to amendment is approved in writing by each of the Corporation and HLA, and by Partners who would be entitled to receive at least two-thirds of the Tax Benefit PaymentsEarly Termination Payments payable to all Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Partner pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if anysuch amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless at least two-thirds of such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, due hereunder with respect toshall inure to the benefit of and shall be enforceable by, including the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any Tax Benefit Payments arising direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in respect of a subsequent Exchange of, the same manner and to the same extent that the Corporation would be required to perform if no such PE Unitssuccession had taken place.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder Partner may assign this Agreement to any person without the prior written consent of the Corporate TaxpayerCorporation; provided, however, that (i) to the extent PE Units are effectively transferred in accordance with the terms of the Parsley Energy LLC LP Agreement, the transferring TRA Holder Partner shall have the option to assign to the transferee of such PE Units the transferring TRA HolderPartner’s rights under this Agreement with respect to such transferred PE Units Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation, agreeing to become a “TRA HolderPartner” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) once an Exchange has occurred, any and all payments payable or that may become payable to a TRA Holder Partner pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to the Exchanged PE Units, Units may be assigned to any Person or Persons Persons, including a liquidating trust, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation, agreeing to be bound by Section 7.12 and acknowledging specifically the terms of Section 7.6(b)the next paragraph. For the avoidance of doubt, if a TRA Holder Person transfers PE Units (regardless of whether the transferee is a “Permitted Transferee” under the terms of the LP Agreement) but does not assign to the transferee of such PE UnitsUnits such Person’s rights, the rights of such TRA Holder if any, under this Agreement with respect to such transferred PE Units, such TRA Holder Person shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, such PE Units. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and the Partnership and by Original Partners who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Original Partners hereunder if the Corporation had exercised its right of early termination on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Original Partner pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless all such Partners disproportionately affected consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. Notwithstanding anything to the contrary herein, in the event an Original Partner transfers his Units to a Permitted Transferee (as defined in the LP Agreement), excluding any other Original Partner, such Original Partner shall have the right, on behalf of such transferee, to enforce the provisions of Sections 2.04, 4.02 or 6.01 with respect to such transferred Units.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder Member may assign this Agreement to any person without the prior written consent of the Corporate TaxpayerCorporation; provided, however, that (i) to the extent PE Units are transferred in accordance with the terms of the Parsley Energy LLC Agreement, the transferring TRA Holder Member shall have the option to assign to the transferee of such PE Units the transferring TRA HolderMember’s rights under this Agreement with respect to such transferred PE Units Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation, agreeing to become a “TRA HolderMember” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) once an Exchange has occurred, any and all payments payable or that may become payable to a TRA Holder Member pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to the Exchanged PE Units, Units may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation, agreeing to be bound by Section 7.12 and acknowledging specifically the terms of the next paragraph of this Section 7.6(b)7.06. For the avoidance of doubt, if a TRA Holder Person transfers PE Units (regardless of whether the transferee is a “Permitted Transferee” under the terms of the LLC Agreement) but does not assign to the transferee of such PE UnitsUnits such Person’s rights, the rights of such TRA Holder if any, under this Agreement with respect to such transferred PE Units, such TRA Holder Person shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, such PE Units. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the first sentence of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the first sentence of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and PIM and by Members who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Members hereunder if the Corporation had exercised its right of early termination on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Member pursuant to this Agreement since the date of such most recent Exchange); provided, however, that no such amendment shall be effective if such amendment would have a disproportionate effect on the payments certain Members will or may receive under this Agreement unless all such Members disproportionately effected consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. Notwithstanding anything to the contrary herein, in the event a Member transfers his Units to a Permitted Transferee (as defined in the LLC Agreement), excluding any other Member, such Member shall have the right, on behalf of such transferee, to enforce the provisions of Sections 2.04, 4.02 or 6.01 with respect to such transferred Units.

Successors; Assignment; Amendments; Waivers. (a) No Each TRA Holder Party may assign all or any portion of its rights under this Agreement to any person without the prior written consent of the Corporate Taxpayer; provided, however, that (i) to the extent PE Units are transferred in accordance with the terms of the Parsley Energy LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such PE Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred PE Units Person as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, substantially in the form and substance reasonably satisfactory to the Corporate Taxpayerof Exhibit B hereto, agreeing to become a “TRA Holder” Party for all purposes of this Agreement, except as otherwise provided in such joinderjoinder (a “Joinder”), and provided, however, that, at any time during the term of this Agreement, the total number of TSG Assignees, in the aggregate, who are TRA Parties cannot be greater than five (ii5), other than Affiliates of the TSG Parties or Permitted Assignees. For avoidance of doubt, this Section 7.6(a) shall apply regardless of whether such TRA Party continues to hold any and all payments payable interest in the Corporate Taxpayer or that may become payable OpCo. Notwithstanding the foregoing, if any TRA Party sells, exchanges, distributes or otherwise transfers Units to any Person (other than the Corporate Taxpayer or OpCo) in accordance with the terms of LLC Agreement, such TRA Party shall have the option to assign to the transferee (a TRA Holder pursuant to “Permitted Assignee”) of such Units its rights under this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to the Exchanged PE Units, may be assigned to any Person or Persons as long as any such Person transferred Units; provided that such transferee has executed and delivered, or, in connection with such assignment, executes and delivers, delivered a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.12 and acknowledging specifically the terms of Section 7.6(b)valid Joinder. For the avoidance of doubt, if a TRA Holder Party transfers PE Units in accordance with the terms of the LLC Agreement but does not assign to the transferee of such PE Units, the Units its rights of such TRA Holder under this Agreement with respect to such transferred PE Units, such TRA Holder Party shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange ofof such Units (and such transferred Units shall be separately identified, so as to facilitate the determination of payments hereunder). Any assignment, or attempted assignment in violation of this Agreement, including any failure of a purported assignee to enter into a Joinder or to provide any forms or other information to the extent required hereunder, shall be null and void, and shall not bind or be recognized by the Corporate Taxpayer or the TRA Parties. The Corporate Taxpayer shall be entitled to treat the record owner of any rights under this Agreement as the absolute owner thereof and shall incur no liability for payments made in good faith to such PE Unitsowner until such time as a written assignment of such rights is permitted pursuant to the terms and conditions of this Section 7.6(a) and has been recorded on the books of the Corporate Taxpayer.

Successors; Assignment; Amendments; Waivers. (a) No Each TRA Holder Party may assign any of its rights under this Agreement to any person without the prior written consent of the Corporate Taxpayer; provided, however, that (i) to the extent PE Units are transferred in accordance with the terms of the Parsley Energy LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such PE Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred PE Units Person as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerTaxpayer (the “Joinder Requirement”), agreeing to become a “TRA Holder” Party for all purposes of this Agreement; provided, except as however, that to the extent any TRA Party sells, exchanges, distributes, or otherwise provided transfers Units to any Person (other than the Corporate Taxpayer or the OpCo) in accordance with the terms of the Exchange Agreement and/or LLC Agreement, such joinder, and (ii) any and all payments payable or that may become payable TRA Party shall have the option to a TRA Holder pursuant assign to the transferee of such Units its rights under this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to such transferred Units; provided, further, that such transferee has satisfied the Exchanged PE Units, may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.12 and acknowledging specifically the terms of Section 7.6(b)Joinder Requirement. For the avoidance of doubt, if a TRA Holder Party transfers PE Units in accordance with the terms of the Exchange Agreement and/or LLC Agreement but does not assign to the transferee of such PE Units, the Units its rights of such TRA Holder under this Agreement with respect to such transferred PE Units, such TRA Holder Party shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange ofof such Units and such transferee may not enforce the provisions of this Agreement. Notwithstanding any other provision of this Agreement, such PE Unitsan assignee of only rights to receive a Tax Benefit Payment in connection with an Exchange has no rights under this Agreement other than to enforce its right to receive a Tax Benefit Payment pursuant to this Agreement.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder Principal may assign this Agreement to any person without the prior written consent of the Corporate TaxpayerCorporation; provided, however, that (i) to the extent PE Operating Subsidiaries Group Units are transferred in accordance with the terms of the Parsley Energy LLC AgreementAgreements, the transferring TRA Holder Principal shall have the option to assign to the transferee of such PE Operating Subsidiaries Group Units the transferring TRA HolderPrincipal’s rights under this Agreement with respect to such transferred PE Units Operating Subsidiaries Group Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory substantially similar to the Corporate TaxpayerExhibit A to this Agreement, agreeing to become a “TRA HolderPrincipal” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) once an Exchange has occurred, any and all payments payable or that may become payable to a TRA Holder Principal pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to the Exchanged PE Units, Operating Subsidiaries Group Units may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory substantially similar to the Corporate TaxpayerExhibit A to this Agreement, agreeing to be bound by Section 7.12 and acknowledging specifically the terms of Section 7.6(b7.06(b). For the avoidance of doubt, if a TRA Holder Principal transfers PE Operating Subsidiaries Group Units but does not assign to the transferee of such PE Units, the Operating Subsidiaries Group Units such Principal’s rights of such TRA Holder under this Agreement with respect to such transferred PE Operating Subsidiaries Group Units, such TRA Holder Principal shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, of such PE Operating Subsidiaries Group Units.

Successors; Assignment; Amendments; Waivers. (a) No a)Each TRA Holder Party may assign all or any portion of its rights under this Agreement to any person without the prior written consent of the Corporate Taxpayer; provided, however, that (i) to the extent PE Units are transferred in accordance with the terms of the Parsley Energy LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such PE Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred PE Units Person as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, substantially in the form and substance reasonably satisfactory to the Corporate Taxpayerof Exhibit A hereto, agreeing to become a “TRA Holder” Party for all purposes of this Agreement, except as otherwise provided in such joinderjoinder (a “Joinder”). For avoidance of doubt, and (iithis Section 7.6(a) shall apply regardless of whether such TRA Party continues to hold any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to the Exchanged PE Units, may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, interest in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.12 and acknowledging specifically the terms of Section 7.6(b)Taxpayer or OpCo. For the avoidance of doubt, if a TRA Holder Party transfers PE Units in accordance with the terms of the LLC Agreement but does not assign to the transferee of such PE Units, the Units its rights of such TRA Holder under this Agreement with respect to such transferred PE Units, such TRA Holder Party shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange ofof such Units. Any assignment, or attempted assignment in violation of this Agreement, including any failure of a purported assignee to enter into a Joinder or to provide any forms or other information to the extent required hereunder, shall be null and void, and shall not bind or be recognized by the Corporate Taxpayer or the TRA Parties. The Corporate Taxpayer shall be entitled to treat the record owner of any rights under this Agreement as the absolute owner thereof and shall incur no liability for payments made in good faith to such PE Unitsowner until such time as a written assignment of such rights is permitted pursuant to the terms and conditions of this Section 7.6(a) and has been recorded on the books of the Corporate Taxpayer. The Corporate Taxpayer shall cooperate with a TRA Party that desires to transfer all or any portion of its rights under this Agreement to any Person, including providing financial information reasonably necessary for the potential assignee to adequately determine purchase price, as long as such potential transferee has executed and delivered a confidentiality agreement of the type contemplated by Section 7.12.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder Party may assign all or any portion of its rights or obligations under this TRA Agreement to any person Person without the prior written consent approval of the Corporate Taxpayer; providedTRA Disinterested Majority, howeverexcept that, that (i) to the extent PE that a TRA Party Transfers Partnership Units are transferred to any of such TRA Party’s Permitted Transferees in accordance with the terms of the Parsley Energy LLC Limited Partnership Agreement, the transferring Transferring TRA Holder Party shall have the option to assign assign, without the approval of the Board or TRA Disinterested Majority, to the transferee Transferee of such PE Partnership Units the transferring Transferring TRA HolderParty’s rights and obligations under this TRA Agreement with respect to such transferred PE Units as long as Transferred Partnership Units. As a condition to any such transferee has executed assignment, each Transferee which is a Permitted Transferee or approved by the TRA Disinterested Majority and delivered, or, in connection with such transfer, executes the Corporate Taxpayer shall execute and delivers, deliver a joinder to this TRA Agreement, in the form and substance reasonably satisfactory to the Corporate Taxpayerattached hereto as Exhibit A, agreeing to become a “TRA Holder” Party for all purposes of this TRA Agreement, except as otherwise provided in such joinder. If a TRA Party Transfers Partnership Units in accordance with the terms of the Limited Partnership Agreement but does not assign to the Transferee of such Partnership Units its rights and obligations under this TRA Agreement with respect to such Transferred Partnership Units, (i) such TRA Party shall remain a TRA Party under this TRA Agreement for all purposes, including with respect to the receipt of Tax Benefit Payments to the extent payable hereunder (including any Tax Benefit Payments in respect of the Exchanges of such Transferred Partnership Units by such Transferee), and (ii) the Transferee of such Partnership Units shall not be a TRA Party. The Corporate Taxpayer and Corporate Sub may not assign any of its rights or obligations under this TRA Agreement to any Person (other than in connection with a Mandatory Assignment) without the prior written consent of the TRA Party Representative (not to be unreasonably withheld, conditioned or delayed). Any purported assignment in violation of the terms of this Section 7.6 shall be null and void. Notwithstanding the foregoing, once an Exchange, Purchase Post-Closing Purchase or Put-Call Purchase has occurred, any and all payments payable or that may become payable to a TRA Holder Party pursuant to this TRA Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to the Exchanged PE Unitssuch Exchange, Purchase, Post-Closing Purchase or Put-Call Purchase may be assigned to any Person or Persons Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this TRA Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerTaxpayer and Corporate Sub, agreeing to be bound by Section 7.12 and acknowledging specifically the terms of Section 7.6(b). For the avoidance of doubt, if a TRA Holder transfers PE Units but does not assign to the transferee of such PE Units, the rights of such TRA Holder under this Agreement with respect to such transferred PE Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, such PE Units7.12.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder Member may assign this Agreement to any person without the prior written consent of the Corporate TaxpayerCorporation; provided, however, that (i) to the extent PE Units are effectively transferred in accordance with the terms of the Parsley Energy LLC Agreement, the transferring TRA Holder Member shall have the option to assign to the transferee of such PE Units the transferring TRA HolderMember’s rights under this Agreement with respect to such transferred PE Units Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, substantially in the form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement, except attached hereto as otherwise provided in such joinderExhibit A, and (ii) once an Exchange has occurred, any and all payments payable or that may become payable to a TRA Holder Member pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to the Exchanged PE Units, Units may be assigned to any Person or Persons Persons, including a liquidating trust, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, substantially in the form and substance reasonably satisfactory to the Corporate Taxpayerattached hereto as Exhibit A; provided, agreeing to be bound by Section 7.12 and acknowledging specifically the terms further, however, that no such assignment or transfer shall relieve any party hereto of Section 7.6(b)any of its obligations hereunder. For the avoidance of doubt, if a TRA Holder Person transfers PE Units but does not assign to the transferee of such PE UnitsUnits such Person’s rights, the rights of such TRA Holder if any, under this Agreement with respect to such transferred PE Units, such TRA Holder Person shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect toto such Units, including any Tax Benefit Payments arising in respect of a subsequent Exchange ofof such Units, and shall be deemed to be the “Applicable Member” to the extent necessary to effectuate that result, including with respect to the right to receive Tax Benefit Payments, Schedules, and Amended Schedules, and to dispute the same. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and PMLLC and by Original Members who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Original Members hereunder if the Corporation had exercised its right of early termination on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Original Member pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Members will or may receive under this Agreement unless all such Members disproportionately affected consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. Notwithstanding anything to the contrary herein, in the event an Original Member transfers his Units to a Person referred to clause (x)(ii), (x)(iii), or (x)(iv) of Section 9.1 of the LLC Agreement, excluding any other Original Member, such PE Original Member shall have the right, on behalf of such transferee, to enforce the provisions of Sections 2.04, 4.02, 6.01, or 6.02 with respect to such transferred Units.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder Party may assign all or any portion of its rights or obligations under this TRA Agreement to any person Person without the prior written consent approval of the Corporate Taxpayer; providedTRA Disinterested Majority (not to be unreasonably withheld, howeverconditioned or delayed), that except that, (i) to the extent PE that a TRA Party Transfers Units are transferred to any of such TRA Party’s Permitted Transferees in accordance with the terms of the Parsley Energy LLC Agreement, the transferring Transferring TRA Holder Party shall have the option to assign assign, without the approval of the Board or TRA Disinterested Majority, to the transferee Transferee of such PE Units the transferring Transferring TRA HolderParty’s rights and obligations under this TRA Agreement with respect to such transferred PE Units as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement, except as otherwise provided in such joinderTransferred Units, and (ii) any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to the Exchanged PE Units, may be assigned to any Person or Persons as so long as any such Person has executed and delivered, orPerson, in connection with such assignment, executes and deliversdelivers an acknowledgement that such Person shall have no rights under this Agreement other than the right to enforce such Person’s right to receive payments under this Agreement. As a condition to any such assignment, each Transferee approved by the TRA Disinterested Majority or Permitted Transferee, as applicable, and the Corporate Taxpayer shall execute and deliver a joinder to this TRA Agreement, in the form and substance reasonably satisfactory to the Corporate Taxpayerattached hereto as Exhibit A, agreeing to be bound by Section 7.12 and acknowledging specifically become a TRA Party for all purposes of this TRA Agreement, except as otherwise provided in such joinder. If a TRA Party Transfers Units in accordance with the terms of Section 7.6(b). For the avoidance of doubt, if a TRA Holder transfers PE Units LLC Agreement but does not assign to the transferee Transferee of such PE Units, the Units its rights of such TRA Holder and obligations under this TRA Agreement with respect to such transferred PE Transferred Units, (i) such TRA Holder Party shall continue remain a TRA Party under this TRA Agreement for all purposes, including with respect to be entitled to receive the receipt of Tax Benefit Payments, if any, due Payments to the extent payable hereunder with respect to, (including any Tax Benefit Payments arising in respect of the Exchanges of such Transferred Units by such Transferee), and (ii) the Transferee of such Units shall not be a subsequent Exchange ofTRA Party. The Corporate Taxpayer may not assign any of its rights or obligations under this TRA Agreement to any Person (other than in connection with a Mandatory Assignment) without the prior written consent of the TRA Party Representative (not to be unreasonably withheld, such PE Unitsconditioned or delayed). Any purported assignment in violation of the terms of this Section 7.6 shall be null and void.

Successors; Assignment; Amendments; Waivers. (a) No Subject to the Corporate Taxpayer’s prior written consent (not to be unreasonably withheld, conditioned or delayed), each TRA Holder Party may assign all or any portion of its rights under this Agreement to any person without the prior written consent of the Corporate Taxpayer; provided, however, that (i) to the extent PE Units are transferred in accordance with the terms of the Parsley Energy LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such PE Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred PE Units Person as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, substantially in the form and substance reasonably satisfactory to the Corporate Taxpayerof Exhibit A hereto, agreeing to become a “TRA Holder” Party for all purposes of this Agreement, except as otherwise provided in such joinderjoinder (a “Joinder”). For avoidance of doubt, and (iithis Section 7.6(a) shall apply regardless of whether such TRA Party continues to hold any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to the Exchanged PE Units, may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, interest in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.12 and acknowledging specifically the terms of Section 7.6(b). For the avoidance of doubt, (i) if a TRA Holder Party transfers PE Units in accordance with the terms of the LLC Agreement but does not assign to the transferee of such PE Units, the Units its rights of such TRA Holder under this Agreement with respect to such transferred PE Units, such TRA Holder Party shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange ofof such Units and (ii) an assignment to any entity controlled by a TRA Party shall be treated as one transfer (or an assignment to an Affiliate, if applicable) for purposes of this Section 7.6(a), even if the interests in such PE Unitsentity are subsequently transferred or distributed to third parties. Any assignment, or attempted assignment in violation of this Agreement, including any failure of a purported assignee to enter into a Joinder or to provide any forms or other information to the extent required hereunder, shall be null and void, and shall not bind or be recognized by the Corporate Taxpayer or the TRA Parties. The Corporate Taxpayer shall be entitled to treat the record owner of any rights under this Agreement as the absolute owner thereof and shall incur no liability for payments made in good faith to such owner until such time as a written assignment of such rights is permitted pursuant to the terms and conditions of this Section 7.6(a) and has been recorded on the books of the Corporate Taxpayer.

Successors; Assignment; Amendments; Waivers. (a) No Each TRA Holder Party may assign all or any portion of its rights under this Agreement to any person without the prior written consent of the Corporate Taxpayer; provided, however, that (i) to the extent PE Units are transferred in accordance with the terms of the Parsley Energy LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such PE Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred PE Units Person as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, substantially in the form and substance reasonably satisfactory to the Corporate Taxpayerof Exhibit A hereto, agreeing to become a “TRA Holder” Party for all purposes of this Agreement, except as otherwise provided in such joinderjoinder (a “Joinder”). For avoidance of doubt, and (iithis Section 7.6(a) shall apply regardless of whether such TRA Party continues to hold any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to the Exchanged PE Units, may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, interest in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.12 and acknowledging specifically Taxpayer or the terms of Section 7.6(b)Company. For the avoidance of doubt, (1) if a TRA Holder Party transfers PE Units in accordance with the terms of the LLC Agreement but does not assign to the transferee of such PE Units, the Units its rights of such TRA Holder under this Agreement with respect to such transferred PE Units, such TRA Holder Party shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange ofof such Units and (2) an assignment to any entity controlled by a TRA Party shall be treated as one transfer (or an assignment to an Affiliate, if applicable) for purposes of this Section 7.6(a), even if the interests in such PE Unitsentity are subsequently transferred or distributed to third parties. Any assignment, or attempted assignment in violation of this Agreement, including any failure of a purported assignee to enter into a Joinder or to provide any forms or other information to the extent required hereunder, shall be null and void, and shall not bind or be recognized by the Corporate Taxpayer or the TRA Parties. The Corporate Taxpayer shall be entitled to treat the record owner of any rights under this Agreement as the absolute owner thereof and shall incur no liability for payments made in good faith to such owner until such time as a written assignment of such rights is permitted pursuant to the terms and conditions of this Section 7.6(a) and has been recorded on the books of the Corporate Taxpayer. The Corporate Taxpayer shall cooperate with a TRA Party that desires to transfer all or any portion of its rights under this Agreement to any Person, including providing financial information reasonably necessary for the potential assignee to adequately determine purchase price, as long as such potential transferee has executed and delivered a confidentiality agreement of the type contemplated by Section 7.12 of this Agreement.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder Party may assign all or any portion of its rights or obligations under this TRA Agreement to any person Person without the prior written consent approval of the Corporate Taxpayer; providedTRA Disinterested Majority, howeverexcept that, that (i) to the extent PE that a TRA Party Transfers Units are transferred to any of such TRA Party’s Permitted Transferees in accordance with the terms of the Parsley Energy LLC Limited Liability Company Agreement, the transferring Transferring TRA Holder Party shall have the option to assign assign, without the approval of the TRA Disinterested Majority, to the transferee Transferee of such PE Units the transferring Transferring TRA HolderParty’s rights and obligations under this TRA Agreement with respect to such transferred PE Units as long as Transferred Units. As a condition to any such transferee has executed assignment, each Transferee which is a Permitted Transferee or approved by the TRA Disinterested Majority and delivered, or, in connection with such transfer, executes the Corporate Taxpayer shall execute and delivers, deliver a joinder to this TRA Agreement, in the form and substance reasonably satisfactory to the Corporate Taxpayerattached hereto as Exhibit A, agreeing to become a “TRA Holder” Party for all purposes of this TRA Agreement, except as otherwise provided in such joinder. If a TRA Party Transfers Units in accordance with the terms of the Limited Liability Company Agreement but does not assign to the Transferee of such Units its rights and obligations under this TRA Agreement with respect to such Transferred Units, (i) such TRA Party shall remain a TRA Party under this TRA Agreement for all purposes, including with respect to the receipt of Tax Benefit Payments to the extent payable hereunder (including any Tax Benefit Payments in respect of the Initial Sale, if any, or of the Exchanges of such Transferred Units by such Transferee), and (ii) the Transferee of such Units shall not be a TRA Party. The Corporate Taxpayer may not assign any of its rights or obligations under this TRA Agreement to any Person (other than in connection with a Mandatory Assignment) without the prior written consent of the TRA Party Representative (not to be unreasonably withheld, conditioned or delayed). Any purported assignment in violation of the terms of this Section 7.6 shall be null and void. Notwithstanding the foregoing, once the Initial Sale, if any, or any Exchange has occurred, any and all payments payable or that may become payable to a TRA Holder Party pursuant to this TRA Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to the Exchanged PE Unitssuch Initial Sale, if any, or such Exchange may be assigned to any Person or Persons Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this TRA Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.12 and acknowledging specifically the terms of Section 7.6(b). For the avoidance of doubt, if a TRA Holder transfers PE Units but does not assign to the transferee of such PE Units, the rights of such TRA Holder under this Agreement with respect to such transferred PE Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, such PE Units7.12.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder may assign this Agreement to any person Person without the prior written consent of the Corporate TaxpayerParent; provided, however, provided that (i) except with respect to a transfer of Partnership Units (including indirectly through a transfer of AOH Units), to the extent PE the Partnership Units are effectively transferred by a TRA Holder (including indirectly through a transfer of AOH Units) in accordance with the terms of the Parsley Energy LLC relevant Partnership Agreements (or the AOH Partnership Agreement), the transferring TRA Holder shall have the option to assign to the transferee of such PE Partnership Units (including indirectly through a transfer of AOH Units) the transferring TRA Holder’s rights under this Agreement with respect to such transferred PE Units Agreement, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerParent, agreeing to become a “TRA Holder” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) once an Exchange has occurred, any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to the Exchanged PE Units, such Exchange may be assigned to any Person or Persons Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.12 and acknowledging specifically the terms of Section 7.6(b)Parent. For the avoidance of doubt, if a TRA Holder transfers PE Units but does not assign to the transferee extent a Principal or other Person transfers Partnership Units (including indirectly through a transfer of such PE AOH Units) to another Principal, the Principal receiving such Partnership Units (including indirectly through a transfer of AOH Units) shall have all rights of such TRA Holder under this Agreement with respect to such transferred PE Partnership Units as such Principal has, under this Agreement, with respect to the other Partnership Units directly or indirectly held by such Principal. No provision of this Agreement may be amended unless such amendment is approved in writing by the Parent and by the Principals that control, directly or indirectly, at least two-thirds of the Partnership Units held by all Principals; provided that no such amendment shall be effective if such amendment will have a disproportionate adverse effect on the payments certain TRA Holders will or may receive under this Agreement unless all such TRA Holders disproportionately adversely affected consent in writing. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Parent shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Parent, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Parent would be required to perform if no such succession had taken place. Notwithstanding anything to the contrary herein, if a Principal transfers Partnership Units (including indirectly through a transfer of AOH Units), to a Permitted Transferee (as defined in the relevant Partnership Agreements), excluding any other Principal, such TRA Holder Principal shall continue have the right, on behalf of such transferee, to be entitled to receive enforce the Tax Benefit Paymentsprovisions of Sections 2.04, if any, due hereunder 4.02 or 6.01 with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, to such PE transferred Partnership Units.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder may Party may, directly or indirectly, assign or otherwise transfer its rights under this Agreement to any person Person (other than a Permitted Transferee) without the express prior written consent of the Corporate Taxpayer; provided, howeversuch consent not to be unreasonably withheld, that conditioned, or delayed, and without such Person (iincluding a Permitted Transferee) to the extent PE Units are transferred in accordance with the terms of the Parsley Energy LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such PE Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred PE Units as long as such transferee has executed executing and delivered, or, in connection with such transfer, executes and delivers, delivering a joinder to this Agreement, substantially in the form and substance reasonably satisfactory to the Corporate Taxpayerof Exhibit A hereto, agreeing to become a “TRA Holder” Party for all purposes of this Agreement, except as otherwise provided in such joinder, and joinder (ii) any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to the Exchanged PE Units, may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.12 and acknowledging specifically the terms of Section 7.6(b“Joinder”). For the avoidance of doubt, this Section 7.6(a) shall apply regardless of whether such TRA Party continues to hold any interest in the Corporate Taxpayer or OpCo; provided, however, that if a TRA Holder Party transfers PE Units in accordance with the terms of the LLC Agreement but does not assign to the transferee of such PE Units, the Units its rights of such TRA Holder under this Agreement with respect to such transferred PE Units, such TRA Holder Party shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange ofof such Units. Any assignment, or attempted assignment in violation of this Agreement, including any failure of a purported assignee to enter into a Joinder or to provide any forms or other information to the extent required hereunder, shall be null and void, and shall not bind or be recognized by the Corporate Taxpayer or the TRA Parties. The Corporate Taxpayer shall be entitled to treat the record owner of any rights under this Agreement as the absolute owner thereof and shall incur no liability for payments made in good faith to such PE Unitsowner until such time as a written assignment of such rights is permitted pursuant to the terms and conditions of this Section 7.6(a) and has been recorded on the books of the Corporate Taxpayer.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder Member may assign this Agreement to any person without the prior written consent of the Corporate TaxpayerCorporation; provided, however, that (i) to the extent PE Units are effectively transferred in accordance with the terms of the Parsley Energy LLC Agreement, the transferring TRA Holder Member shall have the option to assign to the transferee of such PE Units the transferring TRA HolderMember’s rights under this Agreement with respect to such transferred PE Units Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation, agreeing to become a “TRA HolderMember” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) once an Exchange has occurred, any and all payments payable or that may become payable to a TRA Holder Member pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to the Exchanged PE Units, Units may be assigned to any Person or Persons Persons, including a liquidating trust, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation, agreeing to be bound by Section 7.12 and acknowledging specifically the terms of Section 7.6(b)the next paragraph. For the avoidance of doubt, if a TRA Holder Person transfers PE Units (regardless of whether the transferee is a “Permitted Transferee” under the terms of the LLC Agreement) but does not assign to the transferee of such PE UnitsUnits such Person’s rights, the rights of such TRA Holder if any, under this Agreement with respect to such transferred PE Units, such TRA Holder Person shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, such PE Units. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and DPA and by Original Members who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Original Members hereunder if the Corporation had exercised its right of early termination on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Original Member pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Members will or may receive under this Agreement unless all such Members disproportionately affected consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. Notwithstanding anything to the contrary herein, in the event an Original Member transfers his Units to a Permitted Transferee (as defined in the LLC Agreement), excluding any other Original Member, such Original Member shall have the right, on behalf of such transferee, to enforce the provisions of Sections 2.04, 4.02 or 6.01 with respect to such transferred Units.

Successors; Assignment; Amendments; Waivers. (a) No Each TRA Holder Party may assign all or any portion of its rights under this Agreement to any person without the prior written consent of the Corporate Taxpayer; provided, however, that (i) to the extent PE Units are transferred in accordance with the terms of the Parsley Energy LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such PE Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred PE Units Person as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, substantially in the form and substance reasonably satisfactory to the Corporate Taxpayerof Exhibit B hereto, agreeing to become a “TRA Holder” Party for all purposes of this Agreement, except as otherwise provided in such joinderjoinder (a “Joinder”), provided, however, that, at any time during the term of this Agreement, (i) the total number of Founder Assignees, in the aggregate, who are TRA Parties cannot be greater than five (5), other than Affiliates of the Founder Parties and Permitted Assignees, and (ii) the total number of TSG Assignees, in the aggregate, who are TRA Parties cannot be greater than five (5), other than Affiliates of the TSG Parties and Permitted Assignees. For avoidance of doubt, this Section 7.6(a) shall apply regardless of whether such TRA Party continues to hold any and all payments payable interest in the Corporate Taxpayer or that may become payable OpCo. Notwithstanding the foregoing, if any TRA Party sells, exchanges, distributes or otherwise transfers Units to any Person (other than the Corporate Taxpayer or OpCo) in accordance with the terms of LLC Agreement, such TRA Party shall have the option to assign to the transferee (a TRA Holder pursuant to “Permitted Assignee”) of such Units its rights under this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to the Exchanged PE Units, may be assigned to any Person or Persons as long as any such Person transferred Units; provided that such transferee has executed and delivered, or, in connection with such assignment, executes and delivers, delivered a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.12 and acknowledging specifically the terms of Section 7.6(b)valid Joinder. For the avoidance of doubt, if a TRA Holder Party transfers PE Units in accordance with the terms of the LLC Agreement but does not assign to the transferee of such PE Units, the Units its rights of such TRA Holder under this Agreement with respect to such transferred PE Units, such TRA Holder Party shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange ofof such Units (and such transferred Units shall be separately identified, so as to facilitate the determination of payments hereunder). Any assignment, or attempted assignment in violation of this Agreement, including any failure of a purported assignee to enter into a Joinder or to provide any forms or other information to the extent required hereunder, shall be null and void, and shall not bind or be recognized by the Corporate Taxpayer or the TRA Parties. The Corporate Taxpayer shall be entitled to treat the record owner of any rights under this Agreement as the absolute owner thereof and shall incur no liability for payments made in good faith to such PE Unitsowner until such time as a written assignment of such rights is permitted pursuant to the terms and conditions of this Section 7.6(a) and has been recorded on the books of the Corporate Taxpayer.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder Partner (other than the Partnership or a Partner in accordance with the Partnership Agreement) may assign this Agreement to any person without the prior written consent of the Corporate TaxpayerCorporation; provided, however, that (i) to the extent PE that a Partner effectively transfers Class A Units are transferred to a party other than the Partnership in accordance with the terms of the Parsley Energy LLC OP Agreement, and any other agreements that the Partners may have entered into with each other, or a Partner may have entered into with the Corporation, the Partnership and/or the OP, the transferring TRA Holder party shall have the option to assign to the transferee of such PE Class A Units the transferring TRA Holderparty’s rights under this Agreement with respect to such transferred PE Units Class A Units, and such transferee shall become a party to this Agreement, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in the form and substance reasonably satisfactory to the Corporate Taxpayerattached hereto as Exhibit A, agreeing to become a “TRA HolderPartner” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) once an Exchange has occurred, any and all payments payable or that may become payable to a TRA Holder Partner pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to the Exchanged PE Units, such Exchange may be assigned to any Person or Persons Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in the form and substance reasonably satisfactory to the Corporate Taxpayerattached hereto as Exhibit B, agreeing to be bound by Section 7.12 and acknowledging specifically the terms of second paragraph in this Section 7.6(b)7.06. For the avoidance of doubt, if a TRA Holder transfers PE Units but does not assign to the transferee of such PE Unitsextent that a Partner or other Person transfers Class A Units to a Partner as may be permitted by any agreement to which the OP is a party, the Partner receiving such Class A Units shall have all rights of such TRA Holder under this Agreement with respect to such transferred PE Units, Class A Units as such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder Partner has under this Agreement with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, to the other Class A Units held by such PE UnitsPartner.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder Member may assign this Agreement to any person without the prior written consent of the Corporate TaxpayerCorporation; provided, however, that (i) to the extent PE Units are effectively transferred in accordance with the terms of the Parsley Energy LLC Agreement, the transferring TRA Holder Member shall have the option to assign to the transferee of such PE Units the transferring TRA HolderMember’s rights under this Agreement with respect to such transferred PE Units Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, substantially in the form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement, except attached hereto as otherwise provided in such joinderExhibit A, and (ii) once an Exchange has occurred, any and all payments payable or that may become payable to a TRA Holder Member pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to the Exchanged PE Units, Units may be assigned to any Person or Persons Persons, including a liquidating trust, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, substantially in the form and substance reasonably satisfactory attached hereto as Exhibit A; provided, further, however, that no such assignment or transfer shall relieve any party hereto of any of its obligations hereunder. If any Member proposes to assign any payment as described in clause (ii) of the immediately preceding sentence to any Person or Persons (other than to one of its Affiliates or Permitted Transferees), then the assigning Member shall give written notice to the Corporate TaxpayerCorporation at least thirty (30) days prior to the proposed assignment setting forth the name of the proposed assignee, agreeing the price and the other material terms and conditions of such assignment, and the Corporation shall promptly deliver a copy of such notice to be bound each of the other Members. Each of the other Members shall thereafter have the right exercisable by Section 7.12 written notice to the assigning Member within ten (10) days after receipt of notice from the Corporation to participate in such assignment of payments at the same price and acknowledging specifically on the same terms of Section 7.6(b)and conditions as the assigning Member. The assigning Member shall not assign any such payment to such prospective assignee unless and until, simultaneously with such assignment, the prospective assignor shall purchase the payments from all Members who decide to sell pursuant to this paragraph. For the avoidance of doubt, if a TRA Holder Person transfers PE Units (regardless of whether the transferee is a “Permitted Transferee” under the terms of the LLC Agreement) but does not assign to the transferee of such PE UnitsUnits such Person’s rights, the rights of such TRA Holder if any, under this Agreement with respect to such transferred PE Units, such TRA Holder Person shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, such PE Units. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the first sentence of this Section 7.06(a) shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the first sentence of this Section 7.06(a) shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder Member may assign this Agreement to any person without the prior written consent of the Corporate TaxpayerCorporation; provided, however, that (i) to the extent PE Common Units are effectively transferred in accordance with the terms of the Parsley Energy LLC Operating Agreement, and any other agreements the Members may have entered into with each other, or a Member may have entered into with the Corporation and/or the Company, the transferring TRA Holder Member shall have the option to assign to the transferee of such PE Common Units the transferring TRA HolderMember’s rights under this Agreement with respect to such transferred PE Units Common Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation, agreeing to become a “TRA HolderMember” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise any and all payments that may become payable to a Member pursuant to this Agreement with respect to the Exchanged PE Units, such Exchange may be assigned to any Person or Persons Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation, agreeing to be bound by Section 7.12 and acknowledging specifically the terms of second paragraph in this Section 7.6(b)7.06. For the avoidance of doubt, if a TRA Holder transfers PE Units but does not assign to the transferee of such PE Unitsextent a Member or other Person transfers Common Units to a Member as may be permitted by any agreement to which the Company is a party, the Member receiving such Common Units shall have all rights of such TRA Holder under this Agreement with respect to such transferred PE UnitsCommon Units as such Member has, such TRA Holder shall continue to be entitled to receive the Tax Benefit Paymentsunder this Agreement, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, such PE Unitsto the other Common Units held by him.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder may assign this Agreement to any person without the prior written consent of the Corporate TaxpayerFINV; provided, however, that (i) to the extent PE Units FICV Portions are transferred in accordance with the terms of the Parsley Energy LLC FICV Partnership Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such PE Units FICV Portions the transferring TRA Holder’s rights under this Agreement with respect to such transferred PE Units FICV Portions as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerFINV, agreeing to become a “TRA Holder” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to the Exchanged PE Units, FICV Portions may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerFINV, agreeing to be bound by Section 7.12 and acknowledging specifically the terms of Section 7.6(b). For the avoidance of doubt, if a TRA Holder transfers PE Units FICV Portions but does not assign to the transferee of such PE UnitsFICV Portions, the rights of such TRA Holder under this Agreement with respect to such transferred PE UnitsFICV Portions, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, such PE UnitsFICV Portions.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder may assign this Agreement to any person Person without the prior written consent of the Corporate TaxpayerParent; provided, however, provided that (i) except with respect to a transfer of Partnership Units (including indirectly through a transfer of AOH Units), to the extent PE the Partnership Units are effectively transferred by a TRA Holder (including indirectly through a transfer of AOH Units) in accordance with the terms of the Parsley Energy LLC relevant Partnership Agreements (or the AOH Partnership Agreement), the transferring TRA Holder shall have the option to assign to the transferee of such PE Partnership Units (including indirectly through a transfer of AOH Units) the transferring TRA Holder’s rights under this Agreement with respect to such transferred PE Units Agreement, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerParent, agreeing to become a “TRA Holder” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) once an Exchange has occurred, any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to the Exchanged PE Units, such Exchange may be assigned to any Person or Persons Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.12 and acknowledging specifically the terms of Section 7.6(b)Parent. For the avoidance of doubt, if a TRA Holder transfers PE Units but does not assign to the transferee extent a Principal or other Person transfers Partnership Units (including indirectly through a transfer of such PE AOH Units) to another Principal, the Principal receiving such Partnership Units (including indirectly through a transfer of AOH Units) shall have all rights of such TRA Holder under this Agreement with respect to such transferred PE Partnership Units as such Principal has, under this Agreement, with respect to the other Partnership Units directly or indirectly held by such Principal. No provision of this Agreement may be amended unless such amendment is approved in writing by the Parent and by the Principals that control, directly or indirectly, at least two-thirds of the Partnership Units held by all Principals; provided that no such amendment shall be effective if such amendment will have a disproportionate adverse effect on the payments certain TRA Holders will or may receive under this Agreement unless all such TRA Holders disproportionately adversely affected consent in writing. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. Each AOG Topco Entity shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of such AOG Topco Entity, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that such AOG Topco Entity would be required to perform if no such succession had taken place. Notwithstanding anything to the contrary herein, if a Principal transfers Partnership Units (including indirectly through a transfer of AOH Units), to a Permitted Transferee (as defined in the relevant Partnership Agreements), excluding any other Principal, such TRA Holder Principal shall continue have the right, on behalf of such transferee, to be entitled to receive enforce the Tax Benefit Paymentsprovisions of Sections 2.04, if any, due hereunder 4.02 or 6.01 with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, to such PE transferred Partnership Units.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder Member may assign its rights under this Agreement to any person without the prior written consent of the Corporate TaxpayerCorporation; provided, however, that (i) to the extent PE Units are effectively transferred in accordance with the terms of the Parsley Energy LLC Agreement, the transferring TRA Holder shall have the option to Member may assign to the transferee of such PE Units the transferring TRA HolderMember’s rights under this Agreement with respect to such transferred PE Units Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a Joinder Agreement in the form attached hereto as Exhibit A (or such other joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation), agreeing to become a “TRA HolderMember” for all purposes of this Agreement, except as otherwise provided in such joinderJoinder Agreement, and (ii) once an Exchange has occurred, any and all payments payable or that may become payable to a TRA Holder Member pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to the Exchanged PE Units, Units may be assigned to any Person or Persons Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a Joinder Agreement in the form attached hereto as Exhibit A (or such other joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation), agreeing to be bound by provided, further, however, that no such assignment or transfer shall relieve any party hereto of any of its obligations hereunder. Notwithstanding the foregoing provisions of this Section 7.12 and acknowledging specifically 7.06, no assignee described in clause (ii) of the terms of Section 7.6(b). For the avoidance of doubt, if a TRA Holder transfers PE Units but does not assign to the transferee of such PE Units, the immediately preceding paragraph shall have any rights of such TRA Holder under this Agreement except for the right to enforce its right to receive payments under this Agreement and under no circumstances shall the rights and privileges conferred upon Eligible Members hereunder be transferable. In the event an Eligible Member transfers its Units to a Permitted Transferee (as defined in the LLC Agreement), such Eligible Member shall have the right, on behalf of such transferee, to enforce such rights and privileges with respect to such transferred PE Units. No provision of this Agreement may be amended unless such amendment is approved in writing by each of (i) the Corporation, (ii) the Company, (iii) the Members holding a majority of the then outstanding Units (excluding Units held by the Corporation or any Exchanging Subsidiary), and (iv) as long as DB or FI Station Investor holds a number of Units that is equal to or greater than ten percent (10%) of the Post-IPO Units, the consent of DB and/or FI Station Investor, as applicable; provided, that no such TRA Holder amendment shall continue be effective if such amendment would have a disproportionate effect on the payments certain Members will or may receive under this Agreement unless all such Members affected consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be entitled effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to receive the Tax Benefit Paymentsbenefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, no such PE Unitssuccession had taken place.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder Limited Partner may assign this Agreement to any person without the prior written consent of the Corporate Taxpayer; provided, however, that (i) that, to the extent PE Partnership Units are effectively transferred in accordance with the terms of the Parsley Energy LLC AgreementPartnership Agreements and any other agreements the Limited Partners may have entered into with the Parent, the Corporate Taxpayer and/or any of the other Blackstone Holdings General Partners or Blackstone Holdings Partnerships, the transferring TRA Holder Limited Partner shall have the option to assign to the transferee of such PE Partnership Units the transferring TRA HolderLimited Partner’s rights under this Agreement with respect to such transferred PE Units Partnership Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA HolderLimited Partner” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise any and all payments that may become payable to a Limited Partner pursuant to this Agreement with respect to the Exchanged PE Units, such Exchange may be assigned to any Person or Persons Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.12 and acknowledging specifically the terms last sentence of Section 7.6(b)the next paragraph. For the avoidance of doubt, if a TRA Holder transfers PE Units but does not assign : (A) to the transferee of such PE Unitsextent a Limited Partner Group Member or other Person transfers Partnership Units to a Limited Partner Group Member pursuant to the relevant Partnership Agreements, the Limited Partner Group Member receiving such Partnership Units shall have all rights of such TRA Holder under this Agreement with respect to such transferred PE UnitsPartnership Units as such Limited Partner Group Members has, such TRA Holder shall continue to be entitled to receive the Tax Benefit Paymentsunder this Agreement, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of to the other Partnership Units held by him; and (B) the requirement to execute and deliver a subsequent Exchange of, joinder pursuant to this Section 7.06(a) shall not be construed as requiring such PE Unitsexecution and delivery prior to an assignment becoming effective.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder Partner may assign this Agreement to any person without the prior written consent of the Corporate TaxpayerCorporation; provided, however, that (i) to the extent PE that a Partner effectively transfers Exchangeable Units are transferred after the date hereof in accordance with the terms of the Parsley Energy LLC Applicable Partnership Agreement, and any other agreements the Partners may have entered into with each other, or a Partner may have entered into with the Corporation and/or the Applicable Partnership, the transferring TRA Holder Partner shall have the option to assign to the transferee of such PE Exchangeable Units the transferring TRA HolderPartner’s rights under this Agreement with respect to such transferred PE Units Exchangeable Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in the form and substance reasonably satisfactory to the Corporate Taxpayerattached hereto as Exhibit A, agreeing to become a “TRA HolderPartner” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) once the Initial Sale or any Exchange has occurred, any and all payments payable or that may become payable to a TRA Holder Partner pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to the Exchanged PE Units, such Initial Sale or such Exchange may be assigned to any Person or Persons Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in the form and substance reasonably satisfactory to the Corporate Taxpayerattached hereto as Exhibit A, agreeing to be bound by Section 7.12 and acknowledging specifically the terms of Section 7.6(b7.06(b). For the avoidance of doubt, if a TRA Holder transfers PE Units but does not assign to the transferee of such PE Unitsextent a Partner or other Person transfers Exchangeable Units after the date hereof to a Partner as may be permitted by any agreement to which the Applicable Partnership is a party, the Partner receiving such Exchangeable Units shall have all rights of such TRA Holder under this Agreement with respect to such transferred PE Units, Exchangeable Units as such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder Partner has under this Agreement with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, to the other Exchangeable Units held by such PE UnitsPartner.

Successors; Assignment; Amendments; Waivers. (a) No To the extent that a TRA Holder may assign this Agreement Party Transfers Common Units to any person without the prior written consent of the Corporate Taxpayer; provided, however, that (i) to the extent PE Units are transferred such TRA Party’s Permitted Transferees in accordance with the terms of the Parsley Energy LLC Agreement and the Stockholders Agreement, the transferring such TRA Holder Party shall have the option to assign assign, without the approval of the Corporate Taxpayer, to the transferee Transferee of such PE Common Units the transferring TRA HolderParty’s rights and obligations under this Agreement with respect to such transferred PE Units as long as Common Units. As a condition to any such transferee has executed Transfer, each Transferee which is a Permitted Transferee shall execute and delivered, or, in connection with such transfer, executes and delivers, deliver a joinder to this Agreement, in the form and substance reasonably satisfactory to the Corporate Taxpayerattached hereto as Exhibit A, agreeing to become a “TRA Holder” Party for all purposes of this Agreement, except as otherwise provided in such joinder. If a TRA Party Transfers Common Units in accordance with the terms of the LLC Agreement but does not assign to the Transferee of such Common Units its rights and obligations under this Agreement with respect to such Transferred Common Units, (i) such TRA Party shall remain a TRA Party under this Agreement for all purposes, including with respect to the receipt of Tax Benefit Payments to the extent payable hereunder (including any Tax Benefit Payments in respect of the Exchanges of such Transferred Common Units by such Transferee), and (ii) the Transferee of such Common Units shall not be a TRA Party. Any purported assignment in violation of the terms of this Section 7.6(a) shall be null and void. Notwithstanding the foregoing, once an Exchange has occurred, any and all payments payable or that may become payable to a TRA Holder Party pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to the Exchanged PE Units, such Exchange may be assigned to any Person or Persons Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.12 and acknowledging specifically the terms of Section 7.6(b). For the avoidance of doubt, if a TRA Holder transfers PE Units but does not assign to the transferee of such PE Units, the rights of such TRA Holder under this Agreement with respect to such transferred PE Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, such PE Units.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder Limited Partner may assign this Agreement to any person without the prior written consent of the Corporate Taxpayereach Corporation; provided, however, that (i) that, except with respect to a transfer of OCGH Units in connection with an Exchange, to the extent PE OCGH Units are effectively transferred in accordance with the terms of the Parsley Energy LLC OCGH Partnership Agreement, the transferring TRA Holder Limited Partner shall have the option to assign to the transferee of such PE OCGH Units the transferring TRA HolderLimited Partner’s rights under this Agreement with respect to such transferred PE Units the OCGH Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayereach Corporation, agreeing to become a an “TRA HolderLimited Partner” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise any and all payments that may become payable to a Limited Partner pursuant to this Agreement with respect to the Exchanged PE Units, such Exchange may be assigned to any Person or Persons Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.12 and acknowledging specifically the terms of Section 7.6(b)each Corporation. For the avoidance of doubt, if a TRA Holder transfers PE Units but does not assign to the transferee of such PE Unitsextent a Principal or other Person transfers OCGH Units to a Principal, the Principal receiving such OCGH Units shall have all rights of such TRA Holder under this Agreement with respect to such transferred PE UnitsOCGH Units as such Principal has, under this Agreement, with respect to the other OCGH Units held by him. No provision of this Agreement may be amended unless such TRA Holder shall continue to amendment is approved in writing by each of the Corporations, on behalf of themselves and the respective Partnerships they Control, and by Principals who would be entitled to receive at least two-thirds of the Tax Benefit PaymentsEarly Termination Payments payable to all Principals hereunder if each of the Corporations had exercised its right of early termination on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Principal pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if anysuch amendment will have a disproportionate effect on the payments certain Limited Partners will or may receive under this Agreement unless all such Limited Partners disproportionately effected consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, due hereunder shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. Each Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of such Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that such Corporation would be required to perform if no such succession had taken place. Notwithstanding anything to the contrary herein, in the event a Principal transfers his OCGH Units to a Permitted Transferee (as defined in the OCGH Partnership Agreement), excluding any other Principal, such Principal shall have the right, on behalf of such transferee, to enforce the provisions of Sections 2.04, 4.02 or 6.01 with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, to such PE transferred OCGH Units.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder Neither KKR Holdings nor any Limited Partner may assign this Agreement to any person without the prior written consent of each of the Corporate TaxpayerHoldcos; provided, however, that (i) that, to the extent PE Group Partnership Units are effectively transferred in accordance with the terms of the Parsley Energy LLC AgreementGroup Partnership Agreements or any other agreement the applicable Holdings Limited Partner may have entered into with the Parent or are transferred to a KKR Affiliate, the Managing Partner, the Corporate Holdco and/or either of the Group Partnerships, the transferring TRA Holder Limited Partner or KKR Holdings shall have the option to assign to the transferee of such PE Group Partnership Units the transferring TRA HolderLimited Partner’s or KKR Holdings’ rights under this Agreement with respect to such transferred PE Group Partnership Units as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise any and all payments that may become payable to a Holdings Limited Partner pursuant to this Agreement with respect to the Exchanged PE Units, such Exchange may be assigned to any Person or Persons Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the each Corporate TaxpayerHoldco, agreeing to be bound by Section 7.12 and acknowledging specifically the terms last sentence of Section 7.6(b)the next paragraph. For the avoidance of doubt, if a TRA Holder transfers PE Units but does not assign : (A) to the transferee of such PE Unitsextent KKR Holdings transfers Group Partnership Units to a KKR Holdings Affiliate pursuant to the relevant Group Partnership Agreements, the KKR Holdings Affiliate receiving such Group Partnership Units shall have all rights of such TRA Holder under this Agreement with respect to such transferred PE UnitsGroup Partnership Units as KKR Holdings has, such TRA Holder shall continue to be entitled to receive the Tax Benefit Paymentsunder this Agreement, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of to the other Group Partnership Units held by him; and (B) the requirement to execute and deliver a subsequent Exchange of, joinder pursuant to this Section 7.06(a) shall not be construed as requiring such PE Unitsexecution and delivery prior to an assignment becoming effective.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder Partner may assign its rights under this Agreement to any person without the prior written consent of the Corporate TaxpayerCorporation; provided, however, that (i) that, to the extent PE Units are effectively transferred in accordance with the terms of the Parsley Energy LLC Agreement, the transferring TRA Holder Partner shall have the option to assign to the transferee of such PE Units the transferring TRA HolderPartner’s rights under this Agreement with respect to such transferred PE Units Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation, agreeing to become a “TRA HolderPartner” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise any and all payments that may become payable to a Partner pursuant to this Agreement with respect to the Exchanged PE Units, such Exchange may be assigned to any Person or Persons Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation, agreeing to be bound by Section 7.12 and acknowledging specifically the terms last sentence of Section 7.6(b)the next paragraph. For the avoidance of doubt, if a TRA Holder transfers PE Units but does not assign to the transferee of such PE Unitsextent a Partner or other Person transfers Units to a Partner as may be permitted by the LLC Agreement, the Partner receiving such Units shall have all rights of such TRA Holder under this Agreement with respect to such transferred PE UnitsUnits as such Partner has, under this Agreement, with respect to the other Units held by him. No provision of this Agreement may be amended unless such TRA Holder shall continue to amendment is approved in writing by each of the Corporation and HLA, and by Partners who would be entitled to receive at least two-thirds of the Tax Benefit PaymentsEarly Termination Payments payable to all Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Partner pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if anysuch amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless at least two-thirds of such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, due hereunder with respect toshall inure to the benefit of and shall be enforceable by, including the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any Tax Benefit Payments arising direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in respect of a subsequent Exchange of, the same manner and to the same extent that the Corporation would be required to perform if no such PE Unitssuccession had taken place.

Successors; Assignment; Amendments; Waivers. (a) No Each TRA Holder Party may assign any of its rights under this Agreement to any person without the prior written consent of the Corporate Taxpayer; provided, however, that (i) to the extent PE Units are transferred in accordance with the terms of the Parsley Energy LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such PE Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred PE Units Person as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerTaxpayer (the “Joinder Requirement”), agreeing to become a “TRA Holder” Party for all purposes of this Agreement. Further, except in the event that any Series A Preferred Units are converted into Common Units (as otherwise provided defined in the Series A Preferred Certificate of Designations) pursuant to Section 6(d)(i) of that certain Certificate of Designations of Series A Preferred Units of OpCo, dated as of November 29, 2021 (the “Series A Preferred Certificate of Designations”), the holders of such joinder, and (ii) any and all payments payable or that converted Series A Preferred Units may agree to become payable to a TRA Holder pursuant to Party for all purposes of this Agreement (A) that do not arise from an Exchange by executing and (B) that, once an Exchange has occurred, arise with respect to the Exchanged PE Units, may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, delivering a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.12 and acknowledging specifically the terms of Section 7.6(b). For the avoidance of doubt, if a TRA Holder Party transfers PE Units in accordance with the terms of the LLC Agreement but does not assign to the transferee of such PE Units, the Units its rights of such TRA Holder under this Agreement with respect to such transferred PE Units, such TRA Holder Party shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange ofof such Units and such transferee may not enforce the provisions of this Agreement. Notwithstanding any other provision of this Agreement, such PE Unitsan assignee of only rights to receive a Tax Benefit Payment in connection with an Exchange has no rights under this Agreement other than to enforce its right to receive a Tax Benefit Payment pursuant to this Agreement. The Corporate Taxpayer may not assign any of its rights or obligations under this Agreement to any Person (other than in connection with a Mandatory Assignment) without the prior written consent of the TRA Party Representative (not to be unreasonably withheld, conditioned or delayed). Any purported assignment in violation of the terms of this Section 7.6 shall be null and void.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder Limited Partner may assign this Agreement to any person without the prior written consent of each of the Corporate TaxpayerTaxpayers; provided, however, that (i) that, to the extent PE Partnership Units are effectively transferred in accordance with the terms of the Parsley Energy LLC AgreementPartnership Agreements and any other agreements the Limited Partners may have entered into with the Parent, each of the Corporate Taxpayers and/or any of the other Blackstone Holdings General Partners or Blackstone Holdings Partnerships, the transferring TRA Holder Limited Partner shall have the option to assign to the transferee of such PE Partnership Units the transferring TRA HolderLimited Partner’s rights under this Agreement with respect to such transferred PE Units Partnership Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to each of the Corporate TaxpayerTaxpayers, agreeing to become a “TRA HolderLimited Partner” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise any and all payments that may become payable to a Limited Partner pursuant to this Agreement with respect to the Exchanged PE Units, such Exchange may be assigned to any Person or Persons Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to each of the Corporate TaxpayerTaxpayers, agreeing to be bound by Section 7.12 and acknowledging specifically the terms last sentence of Section 7.6(b)the next paragraph. For the avoidance of doubt, if a TRA Holder transfers PE Units but does not assign : (A) to the transferee of such PE Unitsextent a Limited Partner Group Member or other Person transfers Partnership Units to a Limited Partner Group Member pursuant to the relevant Partnership Agreements, the Limited Partner Group Member receiving such Partnership Units shall have all rights of such TRA Holder under this Agreement with respect to such transferred PE UnitsPartnership Units as such Limited Partner Group Members has, such TRA Holder shall continue to be entitled to receive the Tax Benefit Paymentsunder this Agreement, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of to the other Partnership Units held by him; and (B) the requirement to execute and deliver a subsequent Exchange of, joinder pursuant to this Section 7.06(a) shall not be construed as requiring such PE Unitsexecution and delivery prior to an assignment becoming effective.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder Member may assign its rights under this Agreement to any person without the prior written consent of the Corporate TaxpayerCorporation; provided, however, that (i) to the extent PE Units are effectively transferred in accordance with the terms of the Parsley Energy LLC Agreement, the transferring TRA Holder shall have the option to Member may assign to the transferee of such PE Units the transferring TRA HolderMember’s rights under this Agreement with respect to such transferred PE Units Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a Joinder Agreement in the form attached hereto as Exhibit A (or such other joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation), agreeing to become a “TRA HolderMember” for all purposes of this Agreement, except as otherwise provided in such joinderJoinder Agreement, and (ii) once an Exchange has occurred, any and all payments payable or that may become payable to a TRA Holder Member pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to the Exchanged PE Units, Units may be assigned to any Person or Persons Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a Joinder Agreement in the form attached hereto as Exhibit A (or such other joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation), agreeing to be bound by provided, further, however, that no such assignment or transfer shall relieve any party hereto of any of its obligations hereunder. Notwithstanding the foregoing provisions of this Section 7.12 and acknowledging specifically 7.06, no assignee described in clause (ii) of the terms of Section 7.6(b). For the avoidance of doubt, if a TRA Holder transfers PE Units but does not assign to the transferee of such PE Units, the immediately preceding paragraph shall have any rights of such TRA Holder under this Agreement except for the right to enforce its right to receive payments under this Agreement and under no circumstances shall the rights and privileges conferred upon Eligible Members hereunder be transferable. In the event an Eligible Member transfers its Units to a Permitted Transferee (as defined in the LLC Agreement), such Eligible Member shall have the right, on behalf of such transferee, to enforce such rights and privileges with respect to such transferred PE Units. No provision of this Agreement may be amended unless such amendment is approved in writing by each of (i) the Corporation, (ii) the Company, (iii) the Members holding a majority of the then outstanding Units (excluding Units held by the Corporation or any Exchanging Subsidiary), and (iv) as long as DB or the Xxxxxxxx Holders hold a number of Units that is equal to or greater than ten percent (10%) of the Post-IPO Units, the consent of DB and/or the Xxxxxxxx Majority Holder, as applicable; provided, that no such TRA Holder amendment shall continue be effective if such amendment would have a disproportionate effect on the payments certain Members will or may receive under this Agreement unless all such Members affected consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be entitled effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to receive the Tax Benefit Paymentsbenefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, no such PE Unitssuccession had taken place.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder Partner may assign this Agreement to any person without the prior written consent of the Corporate TaxpayerCorporation; provided, however, that (i) that, to the extent PE Partnership Units are effectively transferred in accordance with the terms of the Parsley Energy LLC AgreementPartnership Agreements, the Principals Agreement and any other agreements the Original Partners may have entered into with each other, or a Partner may have entered into with the Parent, the Corporation, FIGA and/or any of the other Partnerships, the transferring TRA Holder Partner shall have the option to assign to the transferee of such PE Partnership Units the transferring TRA Holder’s Partner's rights under this Agreement with respect to such transferred PE Units Partnership Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation, agreeing to become a “TRA HolderPartner” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise any and all payments that may become payable to a Partner pursuant to this Agreement with respect to the Exchanged PE Units, such Exchange may be assigned to any Person or Persons Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation, agreeing to be bound by Section 7.12 and acknowledging specifically the terms last sentence of Section 7.6(b)the next paragraph. For the avoidance of doubt, if a TRA Holder transfers PE Units but does not assign to the transferee of such PE Unitsextent an Original Partner or other Person transfers Partnership Units to an Original Partner pursuant to the Principals Agreement, the Original Partner receiving such Partnership Units shall have all rights of such TRA Holder under this Agreement with respect to such transferred PE UnitsPartnership Units as such Original Partners has, under this Agreement, with respect to the other Partnership Units held by him. The Corporation may, in its sole discretion, allow an entity (a “Holding Entity”) that holds Partnership Units and corresponding Class B Shares on behalf of employees of Fortress or any of its Affiliates to execute and deliver a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to become a “Partner” for all purposes of this Agreement, except as otherwise provided in such TRA Holder joinder. In connection with the foregoing, the Corporation may, in its sole discretion, grant a Holding Entity in the applicable joinder the right to effect an exchange of Partnership Units and corresponding Class B Shares for Class A Shares in the event that no Partner delivers an Exchange Request during a given calendar year. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph or Holding Entity shall continue have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and FIGA, on behalf of themselves and the respective Partnerships they Control, and by Original Partners who would be entitled to receive at least two-thirds of the Tax Benefit PaymentsEarly Termination Payments payable to all Original Partners hereunder if the Corporation had exercised its right of early termination on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Original Partner pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if anysuch amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless all such Partners disproportionately effected consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, due hereunder shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. Notwithstanding anything to the contrary herein, in the event an Original Partner transfers his Partnership Units to a Permitted Transferee (as defined in each Partnership Agreement), excluding any other Original Partner, such Original Partner shall have the right, on behalf of such transferee, to enforce the provisions of Sections 2.04, 4.02 or 6.01 with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, to such PE transferred Partnership Units.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder Party may assign all or any portion of its rights or obligations under this TRA Agreement to any person Person without the prior written consent approval of the Corporate Taxpayer; providedTRA Disinterested Majority (not to be unreasonably withheld, howeverconditioned or delayed), that except that, (i) to the extent PE that a TRA Party Transfers Units are transferred to any of such TRA Party’s Permitted Transferees in accordance with the terms of the Parsley Energy LLC Agreement, the transferring Transferring TRA Holder Party shall have the option to assign assign, without the approval of the Board or TRA Disinterested Majority, to the transferee Transferee of such PE Units the transferring Transferring TRA HolderParty’s rights and obligations under this TRA Agreement with respect to such transferred PE Units as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement, except as otherwise provided in such joinderTransferred Units, and (ii) any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to the Exchanged PE Units, may be assigned to any Person or Persons as so long as any such Person has executed and delivered, orPerson, in connection with such assignment, executes and deliversdelivers an acknowledgement that such Person shall have no rights under this Agreement other than the right to enforce such Person’s right to receive payments under this Agreement. As a condition to any such assignment, each Transferee approved by the TRA Disinterested Majority or Permitted Transferee, as applicable, and the Corporate Taxpayer shall execute and deliver a joinder to this TRA Agreement, in the form and substance reasonably satisfactory to the Corporate Taxpayerattached hereto as Exhibit A, agreeing to be bound by Section 7.12 and acknowledging specifically become a TRA Party for all purposes of this TRA Agreement, except as otherwise provided in such joinder. If a TRA Party Transfers Units in accordance with the terms of Section 7.6(b). For the avoidance of doubt, if a TRA Holder transfers PE Units LLC Agreement but does not assign to the transferee Transferee of such PE Units, the Units its rights of such TRA Holder and obligations under this TRA Agreement with respect to such transferred PE Transferred Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, such PE Units.,

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder Partner may assign this Agreement to any person without the prior written consent of the Corporate TaxpayerCorporation; provided, however, that (i) that, to the extent PE Partnership Units are effectively transferred in accordance with the terms of the Parsley Energy LLC AgreementPartnership Agreements, and any other agreements the Original Partners may have entered into with each other, or a Partner may have entered into with the Parent, the Corporation, Holdings and/or any of the Partnerships, the transferring TRA Holder Partner shall have the option to assign to the transferee of such PE Partnership Units the transferring TRA HolderPartner’s rights under this Agreement with respect to such transferred PE Units Partnership Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation, agreeing to become a “TRA HolderPartner” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise any and all payments that may become payable to a Partner pursuant to this Agreement with respect to the Exchanged PE Units, such Exchange may be assigned to any Person or Persons Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation, agreeing to be bound by Section 7.12 and acknowledging specifically the terms last sentence of Section 7.6(b)the next paragraph. For the avoidance of doubt, if a TRA Holder transfers PE Units but does not assign to the transferee of extent an Original Partner or other Person transfers Partnership Units to an Original Partner as may be permitted by any agreement to which the Partnership whose Partnership Units are subject to such PE Unitstransfer is a party, the Original Partner receiving such Partnership Units shall have all rights of such TRA Holder under this Agreement with respect to such transferred PE UnitsPartnership Units as such Original Partner has, under this Agreement, with respect to the other Partnership Units held by him. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such TRA Holder shall continue to amendment is approved in writing by each of Parent, the Corporation and Holdings, on behalf of themselves and the respective Partnerships they Control, and by Original Partners who would be entitled to receive at least two-thirds of the Tax Benefit PaymentsEarly Termination Payments payable to all Original Partners hereunder if the Corporation had exercised its right of early termination on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Original Partner pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if anysuch amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless all such Partners disproportionately effected consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, due hereunder shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. Notwithstanding anything to the contrary herein, in the event an Original Partner transfers his Partnership Units to a Permitted Transferee (as defined in each Partnership Agreement), excluding any other Original Partner, such Original Partner shall have the right, on behalf of such transferee, to enforce the provisions of Sections 2.04, 4.02 or 6.01 with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, to such PE transferred Partnership Units.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder Party may assign all or any portion of its rights or obligations under this TRA Agreement to any person Person without the prior written consent approval of the Corporate Taxpayer; providedTRA Disinterested Majority, howeverexcept that, that (i) to the extent PE that a TRA Party Transfers Partnership Units are transferred to any of such TRA Party's Permitted Transferees in accordance with the terms of the Parsley Energy LLC Limited Partnership Agreement, the transferring Transferring TRA Holder Party shall have the option to assign assign, without the approval of the Board or TRA Disinterested Majority, to the transferee Transferee of such PE Partnership Units the transferring Transferring TRA Holder’s Party's rights and obligations under this TRA Agreement with respect to such transferred PE Units as long as Transferred Partnership Units. As a condition to any such transferee has executed assignment, each Transferee which is a Permitted Transferee or approved by the TRA Disinterested Majority and delivered, or, in connection with such transfer, executes the Corporate Taxpayer shall execute and delivers, deliver a joinder to this TRA Agreement, in the form and substance reasonably satisfactory to the Corporate Taxpayerattached hereto as Exhibit A, agreeing to become a “TRA Holder” Party for all purposes of this TRA Agreement, except as otherwise provided in such joinder. If a TRA Party Transfers Partnership Units in accordance with the terms of the Limited Partnership Agreement but does not assign to the Transferee of such Partnership Units its rights and obligations under this TRA Agreement with respect to such Transferred Partnership Units, (i) such TRA Party shall remain a TRA Party under this TRA Agreement for all purposes, including with respect to the receipt of Tax Benefit Payments to the extent payable hereunder (including any Tax Benefit Payments in respect of the Exchanges of such Transferred Partnership Units by such Transferee), and (ii) the Transferee of such Partnership Units shall not be a TRA Party. The Corporate Taxpayer may not assign any of its rights or obligations under this TRA Agreement to any Person (other than in connection with a Mandatory Assignment) without the prior written consent of the TRA Party Representative (not to be unreasonably withheld, conditioned or delayed). Any purported assignment in violation of the terms of this Section 7.6 shall be null and void. Notwithstanding the foregoing, once an Exchange has occurred, any and all payments payable or that may become payable to a TRA Holder Party pursuant to this TRA Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to the Exchanged PE Units, such Exchange may be assigned to any Person or Persons Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this TRA Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.12 and acknowledging specifically the terms of Section 7.6(b). For the avoidance of doubt, if a TRA Holder transfers PE Units but does not assign to the transferee of such PE Units, the rights of such TRA Holder under this Agreement with respect to such transferred PE Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, such PE Units7.12.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder Partner may assign this Agreement to any person without the prior written consent of the Corporate TaxpayerCorporation; provided, however, that (i) that, to the extent PE Partnership Units are effectively transferred in accordance with the terms of the Parsley Energy LLC AgreementPartnership Agreements, the Principals Agreement and any other agreements the Original Partners may have entered into with each other, or a Partner may have entered into with the Parent, the Corporation, FIGA and/or any of the other Partnerships, the transferring TRA Holder Partner shall have the option to assign to the transferee of such PE Partnership Units the transferring TRA Holder’s Partner's rights under this Agreement with respect to such transferred PE Units Partnership Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation, agreeing to become a “TRA Holder” "Partner" for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise any and all payments that may become payable to a Partner pursuant to this Agreement with respect to the Exchanged PE Units, such Exchange may be assigned to any Person or Persons Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation, agreeing to be bound by Section 7.12 and acknowledging specifically the terms last sentence of Section 7.6(b)the next paragraph. For the avoidance of doubt: (i) to the extent an Original Partner or other Person transfers Partnership Units to an Original Partner pursuant to the Principals Agreement, the Original Partner receiving such Partnership Units shall have all rights under this Agreement with respect to such transferred Partnership Units as such Original Partners has, under this Agreement, with respect to the other Partnership Units held by him; and (ii) if a TRA Holder Person transfers PE Partnership Units (regardless of whether the transferee is a "Permitted Transferee" under the terms of the relevant Partnership Agreement) but does not assign to the transferee of such PE UnitsPartnership Units such Person's rights, the rights of such TRA Holder if any, under this Agreement with respect to such transferred PE Partnership Units, such TRA Holder Person shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect the event such Partnership Units are the subject of a subsequent Exchange. The Corporation may, in its sole discretion, allow an entity (a "Holding Entity") that holds Partnership Units and corresponding Class B Shares on behalf of employees of Fortress or any of its Affiliates to execute and deliver a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to become a "Partner" for all purposes of this Agreement, except as otherwise provided in such joinder. In connection with the foregoing, the Corporation may, in its sole discretion, grant a Holding Entity in the applicable joinder the right to effect an exchange of Partnership Units and corresponding Class B Shares for Class A Shares in the event that no Partner delivers an Exchange ofRequest during a given calendar year. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph or Holding Entity shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and FIGA, on behalf of themselves and the respective Partnerships they Control, and by Original Partners who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Original Partners hereunder if the Corporation had exercised its right of early termination on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Original Partner pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless all such Partners disproportionately effected consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. Notwithstanding anything to the contrary herein, in the event an Original Partner transfers his Partnership Units to a Permitted Transferee (as defined in each Partnership Agreement), excluding any other Original Partner, such PE Original Partner shall have the right, on behalf of such transferee, to enforce the provisions of Sections 2.04, 4.02 or 6.01 with respect to such transferred Partnership Units.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder may Party may, directly or indirectly, assign or otherwise transfer its rights under this Agreement to any person Person (other than a permitted transferee) without the express prior written consent of the Corporate Taxpayer; provided, howeversuch consent not to be unreasonably withheld, that conditioned, or delayed, and without such Person (iincluding a permitted transferee) to the extent PE Units are transferred in accordance with the terms of the Parsley Energy LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such PE Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred PE Units as long as such transferee has executed executing and delivered, or, in connection with such transfer, executes and delivers, delivering a joinder to this Agreement, substantially in the form and substance reasonably satisfactory to the Corporate Taxpayerof Exhibit A hereto, agreeing to become a “TRA Holder” Party for all purposes of this Agreement, except as otherwise provided in such joinder, and joinder (ii) any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to the Exchanged PE Units, may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.12 and acknowledging specifically the terms of Section 7.6(b“Joinder”). For the avoidance of doubt, this Section 7.6(a) shall apply regardless of whether such TRA Party continues to hold any interest in the Corporate Taxpayer or OpCo; provided, however, that if a TRA Holder Party transfers PE Class A Units in accordance with the terms of the LLC Agreement but does not assign to the transferee of such PE Units, the Units its rights of such TRA Holder under this Agreement with respect to such transferred PE Class A Units, such TRA Holder Party shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange ofof such Class A Units. Any assignment, or attempted assignment in violation of this Agreement, including any failure of a purported assignee to enter into a Joinder or to provide any forms or other information to the extent required hereunder, shall be null and void, and shall not bind or be recognized by the Corporate Taxpayer or the TRA Parties. The Corporate Taxpayer shall be entitled to treat the record owner of any rights under this Agreement as the absolute owner thereof and shall incur no liability for payments made in good faith to such PE Unitsowner until such time as a written assignment of such rights is permitted pursuant to the terms and conditions of this Section 7.6(a) and has been recorded on the books of the Corporate Taxpayer.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder Member may assign this Agreement to any person without the prior written consent of the Corporate TaxpayerCorporation; provided, however, that (i) to the extent PE Units are transferred in accordance with the terms of the Parsley Energy LLC Agreement, the transferring TRA Holder Member shall have the option to assign to the transferee of such PE Units the transferring TRA HolderMember’s rights and obligations under this Agreement with respect to such transferred PE Units Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation, agreeing to become a “TRA HolderMember” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) once an Exchange has occurred, any and all payments payable or that may become payable to a TRA Holder Member pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to the Exchanged PE Units, Units may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation, agreeing to be bound by Section 7.12 and 7.12, acknowledging specifically the terms of the next paragraph of this Section 7.6(b7.06, and the obligations of Section 3.03(b). For the avoidance of doubt, if a TRA Holder Person transfers PE Units (regardless of whether the transferee is a “Permitted Transferee” under the terms of the LLC Agreement) but does not assign to the transferee of such PE UnitsUnits such Person’s rights, the rights of such TRA Holder if any, under this Agreement with respect to such transferred PE Units, such TRA Holder Person shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, such PE Units and such Person shall continue to bear the obligations of Section 3.03(b). Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the first sentence of the immediately preceding paragraph (except for an Excepted Transferee) shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the first sentence of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. For purposes of clarity, an Excepted Transferee shall have all rights to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement and all other rights as if such Excepted Transferee were a Member holding Units. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation, TIP LLC and by Members who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Members hereunder if the Corporation had exercised its right of early termination on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Member pursuant to this Agreement since the date of such most recent Exchange); provided, however, that no such amendment shall be effective if such amendment would have a disproportionate effect on the payments certain Members will or may receive under this Agreement, unless such Members disproportionately effected holding a majority of the Early Termination Payments payable to such Members hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to such Members pursuant to this Agreement since the date of such most recent Exchange) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. Notwithstanding anything to the contrary herein, in the event a Member transfers his Units to a Permitted Transferee (as defined in the LLC Agreement), excluding any other Member, such Member shall have the right, on behalf of such transferee, to enforce the provisions of Sections 2.04, 4.02, 6.01 or 6.02 with respect to such transferred Units.

Successors; Assignment; Amendments; Waivers. (a) No Each TRA Holder Party may assign all or any portion of its rights under this Agreement to any person without the prior written consent of the Corporate Taxpayer; provided, however, that (i) to the extent PE Units are transferred in accordance with the terms of the Parsley Energy LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such PE Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred PE Units Person as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, substantially in the form and substance reasonably satisfactory to the Corporate Taxpayerof Exhibit A hereto, agreeing to become a “TRA Holder” Party for all purposes of this Agreement, except as otherwise provided in such joinderjoinder (a “Joinder”), and provided, however, that, at any time during the term of this Agreement, (i) the total number of Carlyle Assignees, in the aggregate, who are TRA Parties cannot be greater than five (5), other than Affiliates of the Carlyle Parties, (ii) any and all payments payable or that may become payable to a the total number of TA Assignees, in the aggregate, who are TRA Holder pursuant to this Agreement Parties cannot be greater than five (A) that do not arise from an Exchange 5), other than Affiliates of the TA Parties and (Biii) that, once an Exchange has occurred, arise with respect to the Exchanged PE Units, may be assigned to any Person or Persons as long as any such Person has executed and delivered, ortotal number of 22C Assignees, in connection with the aggregate, who are TRA Parties cannot be greater than five (5), other than Affiliates of the 22C Parties. For avoidance of doubt, this Section 7.6(a) shall apply regardless of whether such assignment, executes and delivers, a joinder TRA Party continues to this Agreement, hold any interest in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.12 and acknowledging specifically the terms of Section 7.6(b)Taxpayer or OpCo. For the avoidance of doubt, (1) if a TRA Holder Party transfers PE Units in accordance with the terms of the LLC Agreement but does not assign to the transferee of such PE Units, the Units its rights of such TRA Holder under this Agreement with respect to such transferred PE Units, such TRA Holder Party shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange ofof such Units and (2) an assignment to any entity controlled by a TRA Party to shall be treated as one transfer (or an assignment to an Affiliate, if applicable) for purposes of this Section 7.6(a), even if the interests in such PE Unitsentity are subsequently transferred or distributed to third parties. Any assignment, or attempted assignment in violation of this Agreement, including any failure of a purported assignee to enter into a Joinder or to provide any forms or other information to the extent required hereunder, shall be null and void, and shall not bind or be recognized by the Corporate Taxpayer or the TRA Parties. The Corporate Taxpayer shall be entitled to treat the record owner of any rights under this Agreement as the absolute owner thereof and shall incur no liability for payments made in good faith to such owner until such time as a written assignment of such rights is permitted pursuant to the terms and conditions of this Section 7.6(a) and has been recorded on the books of the Corporate Taxpayer.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder Limited Partner may assign this Agreement to any person without the prior written consent of the Corporate TaxpayerCorporation; provided, however, that (i) to the extent PE Units are effectively transferred in accordance with the terms of the Parsley Energy LLC Partnership Agreement, the transferring TRA Holder Limited Partner shall have the option to assign to the transferee of such PE Units the transferring TRA HolderLimited Partner’s rights under this Agreement with respect to such transferred PE Units Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, Joinder Agreement in the form and substance reasonably satisfactory to the Corporate Taxpayerattached hereto as Exhibit A, agreeing to become a “TRA HolderLimited Partner” for all purposes of this Agreement, except as otherwise provided in such joinderJoinder Agreement, and (ii) any and all payments payable or that may become payable to a TRA Holder Limited Partner pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to the Exchanged PE Units, a Limited Partner may be assigned to any Person or Persons Persons, including a liquidating trust, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, Joinder Agreement in the form and substance reasonably satisfactory to the Corporate Taxpayerattached hereto as Exhibit A, agreeing to be bound by Section 7.12 7.13 and acknowledging specifically the terms of Section 7.6(b)the next paragraph. For the avoidance of doubt, if a TRA Holder Person transfers PE Units (regardless of whether the transferee is a “Permitted Transferee” under the terms of the Partnership Agreement) but does not assign to the transferee of such PE UnitsUnits such Person’s rights, the rights of such TRA Holder if any, under this Agreement with respect to such transferred PE UnitsUnits or payments payable to such Limited Partner under this Agreement, such TRA Holder Person shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder including with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, such PE Units. Notwithstanding the foregoing provisions of this Section 7.6, and other than a transferee or assignee who is a beneficial owner of an interest in HMH or Riverstone, (a) no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Sections 2.4, 4.2, 6.1 or 6.2 of this Agreement, and (b) no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and Holdings and each Initial Limited Partner. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. For the avoidance of doubt and notwithstanding anything to the contrary herein, in the event an Initial Limited Partner transfers Units to a Permitted Transferee (as defined in the Partnership Agreement) that is a beneficial owner of interest in such Initial Limited Partner, then such beneficial owner shall have the right to enforce the provisions of Sections 2.4, 4.2 or 6.1 with respect to such transferred Units.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder Neither KKR Holdings nor any Limited Partner may assign this Agreement to any person without the prior written consent of each of the Corporate TaxpayerHoldcos; provided, however, that (i) that, to the extent PE Group Partnership Units are effectively transferred in accordance with the terms of the Parsley Energy LLC AgreementGroup Partnership Agreements or any other agreement the applicable Limited Partner may have entered into with the Parent or are transferred to a KKR Affiliate, the Managing Partner, the Corporate Holdco and/or either of the Group Partnerships, the transferring TRA Holder Limited Partner or KKR Holdings shall have the option to assign to the transferee of such PE Group Partnership Units the transferring TRA HolderLimited Partner’s or KKR Holdings’ rights under this Agreement with respect to such transferred PE Group Partnership Units as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise any and all payments that may become payable to a Limited Partner pursuant to this Agreement with respect to the Exchanged PE Units, such Exchange may be assigned to any Person or Persons Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the each Corporate TaxpayerHoldco, agreeing to be bound by Section 7.12 and acknowledging specifically the terms last sentence of Section 7.6(b)the next paragraph. For the avoidance of doubt, if a TRA Holder transfers PE Units but does not assign : (A) to the transferee of such PE Unitsextent KKR Holdings transfers Group Partnership Units to a KKR Holdings Affiliate pursuant to the relevant Group Partnership Agreements, the KKR Holdings Affiliate receiving such Group Partnership Units shall have all rights of such TRA Holder under this Agreement with respect to such transferred PE UnitsGroup Partnership Units as KKR Holdings has, such TRA Holder shall continue to be entitled to receive the Tax Benefit Paymentsunder this Agreement, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of to the other Group Partnership Units held by him; and (B) the requirement to execute and deliver a subsequent Exchange of, joinder pursuant to this Section 7.06(a) shall not be construed as requiring such PE Unitsexecution and delivery prior to an assignment becoming effective.

Successors; Assignment; Amendments; Waivers. (a) a. No TRA Holder may assign this Agreement to any person Person without the prior written consent of the Corporate TaxpayerAPO Corp.; provided, however, that (i) that, to the extent PE Partnership Units are effectively transferred in accordance with the terms of the Parsley Energy LLC AgreementPartnership Agreements and any other agreements the Holders may have entered into with the Issuer, APO Corp. and/or any of the Apollo Operating Group Members or Apollo Principal Partnerships, the transferring TRA Holder shall have the option to assign to the transferee of such PE Partnership Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred PE Units Partnership Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerAPO Corp., agreeing to become a “TRA Holder” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise any and all payments that may become payable to a Holder pursuant to this Agreement with respect to the Exchanged PE Units, such Exchange may be assigned to any Person or Persons Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerAPO Corp., agreeing to be bound by Section 7.12 and acknowledging specifically the terms last sentence of Section 7.6(b)the next paragraph. For the avoidance of doubt, if a TRA Holder transfers PE Units but does not assign : (A) to the transferee of such PE Unitsextent a Holder Group Member or other Person transfers Doc#: US1:8509067v5 15 Partnership Units to a Holder Group Member pursuant to the relevant Partnership Agreements, the Holder Group Member receiving such Partnership Units shall have all rights of such TRA Holder under this Agreement with respect to such transferred PE UnitsPartnership Units as such Holder Group Members has, such TRA Holder shall continue to be entitled to receive the Tax Benefit Paymentsunder this Agreement, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of to the other Partnership Units held by him; and (B) the requirement to execute and deliver a subsequent Exchange of, joinder pursuant to this Section 7.06(a) shall not be construed as requiring such PE Unitsexecution and delivery prior to an assignment becoming effective.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder Limited Partner may assign this Agreement to any person without the prior written consent of the Corporate Taxpayereach Corporation; provided, however, that (i) that, except with respect to a transfer of OCGH Units in connection with an Exchange, to the extent PE OCGH Units are effectively transferred in accordance with the terms of the Parsley Energy LLC OCGH Partnership Agreement, the transferring TRA Holder Limited Partner shall have the option to assign to the transferee of such PE OCGH Units the transferring TRA HolderLimited Partner’s rights under this Agreement with respect to such transferred PE Units the OCGH Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayereach Corporation, agreeing to become a an “TRA HolderLimited Partner” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise any and all payments that may become payable to a Limited Partner pursuant to this Agreement with respect to the Exchanged PE Units, such Exchange may be assigned to any Person or Persons Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.12 and acknowledging specifically the terms of Section 7.6(b)each Corporation. For the avoidance of doubt, if a TRA Holder transfers PE Units but does not assign to the transferee of such PE Unitsextent a Senior Executive or other Person transfers OCGH Units to a Senior Executive, the Senior Executive receiving such OCGH Units shall have all rights of such TRA Holder under this Agreement with respect to such transferred PE UnitsOCGH Units as such Senior Executive has, under this Agreement, with respect to the other OCGH Units held by him. No provision of this Agreement may be amended unless such TRA Holder shall continue to amendment is approved in writing by each of the Corporations, on behalf of themselves and the respective Partnerships they Control, and by Senior Executives who would be entitled to receive at least two-thirds of the Tax Benefit PaymentsEarly Termination Payments payable to all Senior Executives hereunder if each of the Corporations had exercised its right of early termination on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Senior Executive pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if anysuch amendment will have a disproportionate effect on the payments certain Limited Partners will or may receive under this Agreement unless all such Limited Partners disproportionately effected consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, due hereunder shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. Each Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of such Corporation or interests in a Partnership held by such Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that such Corporation would be required to perform if no such succession had taken place. Notwithstanding anything to the contrary herein, in the event a Senior Executive transfers his OCGH Units to a transferee as permitted under the OCGH Partnership Agreement, excluding any other Senior Executive, such Senior Executive shall have the right, on behalf of such transferee, to enforce the provisions of Sections 2.04, 4.02 or 6.01 with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, to such PE transferred OCGH Units.

Successors; Assignment; Amendments; Waivers. (a) No TRA Holder Member may assign its rights under this Agreement to any person without the prior written consent of the Corporate TaxpayerCorporation; provided, however, that (i) to the extent PE Units are effectively transferred in accordance with the terms of the Parsley Energy LLC Agreement, the transferring TRA Holder shall have the option to Member may assign to the transferee of such PE Units the transferring TRA HolderMember’s rights under this Agreement with respect to such transferred PE Units Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a Joinder Agreement in the form attached hereto as Exhibit A (or such other joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation), agreeing to become a “TRA HolderMember” for all purposes of this Agreement, except as otherwise provided in such joinderJoinder Agreement, and (ii) once an Exchange has occurred, any and all payments payable or that may become payable to a TRA Holder Member pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to the Exchanged PE Units, Units may be assigned to any Person or Persons Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a Joinder Agreement in the form attached hereto as Exhibit A (or such other joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate TaxpayerCorporation), agreeing to be bound by Section 7.12 and acknowledging specifically the terms provided, further, however, that no such assignment or transfer shall relieve any party hereto of Section 7.6(b)any of its obligations hereunder. For the avoidance of doubt, if a TRA Holder Person transfers PE Units (regardless of whether the transferee is a “Permitted Transferee” under the terms of the LLC Agreement) but does not assign to the transferee of such PE UnitsUnits such Person’s rights, the rights of such TRA Holder if any, under this Agreement with respect to such transferred PE Units, such TRA Holder Person shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, such PE Units. Notwithstanding the foregoing provisions of this Section 7.06, no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement and under no circumstances shall the rights and privileges conferred upon Eligible Members hereunder be transferable; provided, that in the event an Eligible Member transfers its Units to a Permitted Transferee (as defined in the LLC Agreement), such Eligible Member shall have the right, on behalf of such transferee, to enforce such rights and privileges with respect to such transferred Units. No provision of this Agreement may be amended unless such amendment is approved in writing by each of (i) the Corporation, (ii) the Company, (iii) the Members holding a majority of the then outstanding Units (excluding Units held by the Corporation), and (iv) as long as the Oaktree Members or the Stonehill Member(s) hold a number of Units that is equal to or greater than ten percent (10%) of the Post-IPO Units, the consent of the Oaktree Members and/or the Stonehill Member, as applicable; provided, that no such amendment shall be effective if such amendment would have a disproportionate effect on the payments certain Members will or may receive under this Agreement unless all such Members affected consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.