Execution Conv iNEWCOI LLC SUMMARY OF PRINCIPAL INVESTMENT TERMS The following terms and conditions are non-binding. These terms and conditions should not be construed as a commitment by the Investors to invest. The terms are subject to market conditions, other internal approvals, and satisfactory completion of commercial, accounting and legal due diligence. Except as provided in the paragraph below entitled "Binding Provisions," no binding obligation will arise on the part of any party unless and until the Definitive Documents (as defined below) are executed and delivered. BASIC INVESTMENT TERMS Issuer: [NEWCO], LLC, a newly-formed Delaware limited liability company (the "Company" or the "Issuer"). Investors: COR Development Group, Inc and related parallel investment vehicles (collectively, "COR") and other investors satisfactory to COR and the Founders (collectively, the "Investors"). Founders: and Purpose: To acquire, develop and exploit unconventional oil and gas properties primarily in the United States and Canada. Capital Structure Capital Commitment; Commitment Period The Company's equity capital structure will initially consist of common units ("Common Units") and incentive units representing a carried interest in the profits of the Company (the "Incentive Units"). The Common Units will be capital interests. The Incentive Units will be structured as profits interests and reserved for issuance to key employees. The Incentive Units will be issued pursuant to separate Incentive Unit Agreements between the Company and each key employee. Such agreements will contain vesting provisions, transfer restrictions and other customary terms. The Incentive Units will be issued in different series (e.g. Series I Incentive Units), and each series of Incentive Units will have a "threshold value" that operates similar to an option exercise price. The threshold value applicable to any series of Incentive Units will be set so the unit qualifie