EX-4.1



 Exhibit 4.1 

AMENDED AND RESTATED 

CERTIFICATE OF FORMATION 

OF 
 EXCO RESOURCES, INC.

 As Amended Through 

June 2, 2017 

ARTICLE I 
 NAME 

The name of the Corporation is EXCO Resources, Inc. The Corporation is a for-profit Corporation. 

ARTICLE II 
 DURATION

 The period of the Corporation’s duration is perpetual. 

ARTICLE III 
 PURPOSE

 The purpose for which the Corporation is organized is to conduct any and all lawful business for which a corporation may be organized
under the Texas Business Organizations Code, as it may be amended from time to time (the “TBOC”), or any successor law that replaces the TBOC. 

ARTICLE IV 

CAPITALIZATION 
 The
aggregate number of shares of capital stock that the Corporation will have authority to issue is 270,000,000 shares, which shall consist of 260,000,000 shares of Common Stock, par value $0.001 per share (the “Common Stock”), and 10,000,000
shares of preferred stock, par value $0.001 per share (“Preferred Stock”). 
 Authority is hereby expressly vested in the Board of
Directors of the Corporation, subject to any limitations prescribed by the TBOC, to establish one or more series of shares of Preferred Stock from time to time by adoption of a resolution or resolutions setting forth the designation of the series
and fixing and determining the designations, preferences, limitations, and relative rights, including voting rights, of the shares of any such series to the same extent that such designations, preferences, limitations, and relative rights could be
stated if fully set forth in this Certificate of Formation. 
 The Board of Directors of the Corporation may increase or decrease the number
of shares within each established series of the Preferred Stock through the adoption of a resolution fixing and determining the new number of shares of each series in which the number of shares is increased or decreased; provided, however, that the
Board of Directors of the Corporation may not decrease the number of shares within a series to less than the number of shares within such series that are then issued. In case the number of shares of a series of Preferred Stock shall be so decreased,
the shares by which the series is decreased shall resume the status of authorized but unissued shares of the class of shares from which the series was established. 

Effective at 5:00 p.m., Central Time, on June 12, 2017 (the “Split Effective Time”), every fifteen shares of Common Stock
issued and outstanding or held by the Corporation as treasury shares as of the Split Effective Time shall automatically, and without action on the part of the shareholders, convert and combine into one validly issued, fully paid and non-assessable share of Common Stock, without effecting a change to the par value per share of Common Stock (the “2017 Reverse Split”). In the case of a holder of shares not evenly divisible by fifteen, in
lieu of a fractional share of Common Stock, such holder shall receive an additional share of Common Stock. As of the Split Effective Time and thereafter, a certificate(s) representing shares of Common Stock prior to the 2017 Reverse Split is deemed
to represent the number of post-2017 Reverse Split shares into which the pre-2017 Reverse Split shares were converted. 







 ARTICLE V 

NON-CUMULATIVE VOTING 

Cumulative voting is expressly prohibited. 

ARTICLE VI 
 DENIAL OF
PREEMPTIVE RIGHTS 
 The statutory right of any shareholder of the Corporation to exercise preemptive rights to acquire additional,
unissued or treasury shares of the Corporation or securities of the Corporation convertible into or carrying a right to subscribe to or acquire shares of the Corporation is hereby denied. 

ARTICLE VII 
 REGISTERED
OFFICE 
 The street address of the Corporation’s registered office is as follows: 

1999 Bryan St., Suite 900 
 Dallas,
Texas 75201-3136 
 ARTICLE VIII 

REGISTERED AGENT 
 The name
of the Corporation’s registered agent at the Corporation’s registered office is C T Corporation System. 
 ARTICLE IX 

DIRECTORS 
 The names and
addresses of the current directors of the Corporation are as follows: 
  

			
	 Name
	 	 Address

	 Jeffrey D. Benjamin
	 	12377 Merit Drive, Suite 1700, LB 82 Dallas, TX 75251
		
	 B. James Ford
	 	12377 Merit Drive, Suite 1700, LB 82 Dallas, TX 75251
		
	 Samuel A. Mitchell
	 	12377 Merit Drive, Suite 1700, LB 82 Dallas, TX 75251
		
	 Wilbur L. Ross, Jr.
	 	12377 Merit Drive, Suite 1700, LB 82 Dallas, TX 75251
		
	 Jeffrey S. Serota
	 	12377 Merit Drive, Suite 1700, LB 82 Dallas, TX 75251
		
	 Robert L. Stillwell
	 	12377 Merit Drive, Suite 1700, LB 82 Dallas, TX 75251

 ARTICLE X 

BYLAWS 
 The power to amend
or repeal the Bylaws or to adopt new Bylaws shall be vested in either the shareholders or the Board of Directors of the Corporation, subject to the shareholders providing in amending, repealing or adopting a particular Bylaw that it may not be
amended or repealed by the Board of Directors of the Corporation. 







 ARTICLE XI 

ELECTION OF DIRECTORS 

11.1 Number of Directors. The number of the Directors of the Corporation shall be fixed from time to time by or pursuant to the Bylaws
of the Corporation. 
 11.2 Shareholder Nomination of Director Candidates and Introduction of Business. Advance notice of shareholder
nominations for the election of Directors and advance notice of business to be brought by shareholders before an annual meeting shall be given in the manner provided in the Bylaws of the Corporation. 

11.3 Decrease in Number of Directors. No decrease in the number of Directors constituting the Board of Directors shall shorten the term
of an incumbent Director. 
 11.4 No Requirement of Written Ballot. The election of the Directors may be conducted in any form
adopted by the Board of Directors, and need not be by written ballot. In the event, however, that a majority of the shareholders vote to require written ballots, written ballots shall be used. 

ARTICLE XII 
 SPECIAL
MEETINGS OF SHAREHOLDERS 
 Special meetings of the shareholders, unless otherwise prescribed by statute, may be called by the Chairman
of the Board of Directors of the Corporation and shall be called by the Secretary of the Corporation upon the written request, stating the purpose or purposes therefore, of either (i) not less than a majority of the whole Board of Directors of
the Corporation or (ii) the holder or holders of shares having not less than 25% of the voting power at a meeting at which the holders of all shares entitled to vote on the action or actions, as set forth in the proposed purpose or purposes of
the meeting, were present and voted. Business conducted at any special meeting shall be confined to the purpose or purposes described in the notice thereof. 

ARTICLE XIII 

INDEMNIFICATION 
 Each
person who is or was a Director or officer of the Corporation, or while a Director or officer of the Corporation is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or
similar functionary of another corporation, employee benefit plan, other enterprise or other entity, shall be indemnified by the Corporation to the fullest extent that a corporation is required or permitted to grant indemnification to such person
under the TBOC, as the same exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation
to provide prior to such amendment) or any other applicable laws as presently or hereafter in effect. The right to indemnification under this Article XIII shall extend to the heirs, executors, administrators and estate of any such Director or
officer. The right to indemnification provided in this Article XIII (a) will not be exclusive of any other rights to which any person seeking indemnification may otherwise be entitled, including without limitation, pursuant to any bylaw,
agreement, vote of shareholders or disinterested Directors, or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office; and (b) will be applicable to matters otherwise within its
scope whether or not such matters arose or arise before or after the adoption of this Article XIII. Without limiting the generality or the effect of the foregoing, the Corporation may adopt bylaws or enter into one or more agreements with any person
which provide for indemnification greater or different than that provided in this Article XIII to the extent provided by applicable laws. Any amendment or repeal of this Article XIII shall not adversely affect any right or protection existing
hereunder immediately prior to such amendment or repeal. 
 ARTICLE XIV 

NO MONETARY LIABILITY OF DIRECTORS TO SHAREHOLDERS 

To the fullest extent permitted by the TBOC, as the same may be amended from time to time, or any other applicable laws presently or hereafter
in effect, no Director of the Corporation shall be personally liable to the Corporation or its shareholders for or with respect to any acts or omissions in the performance of his or her duties as 







 
a Director of the Corporation. If the TBOC is hereafter amended to authorize further elimination of the liability of a corporation’s directors for or with respect to any acts or omissions in
the performance of their duties as directors of a corporation, then a Director of the Corporation shall not be liable for any such acts or omissions to the fullest extent permitted by the TBOC, as so amended. Any repeal or modification of this
Article XIV shall not adversely affect any right or protection of a Director of the Corporation existing immediately prior to such repeal or modification. 

ARTICLE XV 
 BUSINESS
COMBINATION LAW 
 Pursuant to Section 21.607 of the TBOC, the Corporation expressly elects not to be governed by
Section 21.606 of the TBOC (the Business Combination Law). 
 ARTICLE XVI 

AMENDMENT 
 The Corporation
reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Certificate of Formation, and any other provisions authorized by the laws of the State of Texas at the time in force may be added
or inserted, in the manner now or hereafter prescribed herein or by applicable law, and all rights, preferences and privileges of whatsoever nature conferred upon shareholders, Directors or any other persons whomsoever by and pursuant to this
Certificate of Formation in their present form or as hereafter amended are granted subject to the right reserved in this Article XVI; provided, however, that any amendment or repeal of Article XIII or Article XIV of this Certificate of
Formation shall not adversely affect any right or protection existing hereunder immediately prior to such amendment or repeal. 
 ARTICLE
XVII 
 SHAREHOLDER ACTION BY WRITTEN CONSENT 

Any action required by the TBOC, as amended, to be taken at any annual or special meeting of shareholders, or any action that may be taken at
any annual or special meeting of shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holder or holders of shares having
not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted. 

ARTICLE XVIII 
 CORPORATE
OPPORTUNITIES 
 C. John Wilder, his respective affiliates who are not also employees of the Corporation and any investment funds or
companies that he may now own or manage or may hereafter form or acquire (collectively, the “Specified Persons”) may own, currently or in the future, equity and other interests in other entities (existing and future) that
participate in the energy business or industry (“Industry Companies”) and may enter into agreements from time to time with Industry Companies. The Specified Persons may also serve as employees, partners, officers, directors,
members, managers, or principals of, or advisors to, Industry Companies and, at any given time, the Specified Persons may be in direct or indirect competition with the Corporation or its subsidiaries. 

The Corporation, on behalf of itself and its subsidiaries, to the maximum extent permitted by law, renounces any interest or expectancy of the
Corporation and its subsidiaries in, or any interest or expectancy of the Corporation and its subsidiaries in being offered an opportunity to participate in, any business opportunities that involve any aspect of the energy business or industry that
are presented to or become known to any Specified Person and waives the application of the doctrine of corporate opportunity, or any other analogous doctrine, with respect to the Corporation and its subsidiaries, to the Specified Persons. The
Specified Persons shall have no duty or obligation to communicate or offer any such business opportunity to the Corporation or its subsidiaries and, to the fullest extent permitted by applicable law, shall not be liable to the Corporation or any of
its subsidiaries or any stockholder or creditor of the Corporation, including for breach of any fiduciary or other duty, by reason of the fact that such Specified Person pursues or acquires such business opportunity, directs such business
opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Corporation or its subsidiaries. 







 Without limiting the foregoing, none of the Specified Persons shall have any obligation to
refrain from (i) purchasing, selling, exploring, developing or exploiting any oil, gas or other hydrocarbon or mineral asset or any other asset relating to or used in the energy business or industry, (ii) engaging in or managing the same
or similar activities or lines of business as the Corporation or its subsidiaries or developing or marketing any products or services that compete, directly or indirectly, with those of the Corporation or its subsidiaries, (iii) investing or
owning any interest publicly or privately in, or developing a business relationship with, any Industry Company or any other person engaged in the same or similar activities or lines of business as, or otherwise in competition with, the Corporation
or its subsidiaries (each, a “Competing Person”), (iv) doing business with any client or customer or supplier of the Corporation or its subsidiaries, or (v) entering into any agreement to provide any services to any
Competing Person or acting as an employee, partner, officer, director, member, manager, or principal of, or advisor to, any Competing Person or Industry Company, regardless (in the case of each of (i) — (v)) whether such activities are in
direct or indirect competition with the business or activities of the Corporation or any of its subsidiaries (each of the activities referred to in clauses (i) — (v), a “Specified Activity”). To the maximum extent
permitted by law, the Corporation renounces on behalf of itself and its subsidiaries any interest or expectancy in any Specified Activity, or in being offered an opportunity to participate in any Specified Activity, that may be presented to or
become known to any Specified Person. 
 Any proposed amendment to this Article XVIII shall require the approval of at least 67% of the
outstanding voting stock of the Corporation entitled to vote generally in the election of directors. Neither the amendment or repeal of this Article XVIII, nor the adoption of any provision of the Bylaws of the Corporation, nor, to the fullest
extent permitted by applicable law, any modification of law, shall eliminate, reduce or otherwise adversely affect any right or protection of any Specified Person granted pursuant hereto existing at, or arising out of or related to any event, act or
omission that occurred prior to, the time of such amendment, repeal, adoption or modification (regardless of when any proceeding (or part thereof) relating to such event, act or omission arises or is first threatened, commenced or completed). 

If any provision or provisions of this Article XVIII shall be held to be invalid, illegal or unenforceable as applied to any circumstance for
any reason whatsoever: (a) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article XVIII (including, without limitation, each portion of any paragraph of this
Article XVIII containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) to the fullest extent
possible, the provisions of this Article XVIII (including, without limitation, each such portion of any paragraph of this Article XVIII containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit
the Corporation to protect the Specified Persons from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted by law. 

This Article XVIII shall not limit any protections or defenses available to, or indemnification or advancement rights of, any Specified Person
under this Certificate of Formation or Bylaws of the Corporation, applicable law or contract. 
 If any code of conduct or other policy of
the Corporation or its subsidiaries is inconsistent with this Article XVIII, this Article XVIII shall control and any conduct permitted by this Article XVIII shall not be a violation of such code or policy. 







 AMENDED AND RESTATED 

CERTIFICATE OF FORMATION 

OF 
 EXCO RESOURCES, INC.

 Marked to Show Amendments Effected by the Certificate of Amendment to Amended and Restated 

Certificate of Formation, Effective as of June 2, 2017 

ARTICLE I 
 NAME 

The name of the Corporation is EXCO Resources, Inc. The Corporation is a for-profit Corporation. 

ARTICLE II 
 DURATION

 The period of the Corporation’s duration is perpetual. 

ARTICLE III 
 PURPOSE

 The purpose for which the Corporation is organized is to conduct any and all lawful business for which a corporation may be organized
under the Texas Business Organizations Code, as it may be amended from time to time (the “TBOC”), or any successor law that replaces the TBOC. 

ARTICLE IV 

CAPITALIZATION 
 The
aggregate number of shares of capital stock that the Corporation will have authority to issue is
790,000,000270,000,000 shares, which shall consist of
780,000,000260,000,000 shares of Common Stock,
par value $0.001 per share (the “Common Stock”), and 10,000,000 shares of preferred stock, par value $0.001 per share (“Preferred Stock”). 

Authority is hereby expressly vested in the Board of Directors of the Corporation, subject to any limitations prescribed by the TBOC, to
establish one or more series of shares of Preferred Stock from time to time by adoption of a resolution or resolutions setting forth the designation of the series and fixing and determining the designations, preferences, limitations, and relative
rights, including voting rights, of the shares of any such series to the same extent that such designations, preferences, limitations, and relative rights could be stated if fully set forth in this Certificate of Formation. 

The Board of Directors of the Corporation may increase or decrease the number of shares within each established series of the Preferred Stock
through the adoption of a resolution fixing and determining the new number of shares of each series in which the number of shares is increased or decreased; provided, however, that the Board of Directors of the Corporation may not decrease the
number of shares within a series to less than the number of shares within such series that are then issued. In case the number of shares of a series of Preferred Stock shall be so decreased, the shares by which the series is decreased shall resume
the status of authorized but unissued shares of the class of shares from which the series was established. 
 Effective at 5:00 p.m., Central Time, on June 12, 2017 (the “Split Effective Time”), every fifteen shares of Common Stock issued and outstanding or held by the Corporation as treasury
shares as of the Split Effective Time shall automatically, and without action on the part of the shareholders, convert and combine into one validly issued, fully paid and non-assessable share of Common Stock, without effecting a change to the par
value per share of Common Stock (the “2017 Reverse Split”). In the case of a holder of shares not evenly divisible by fifteen, in lieu of a fractional share of Common Stock, such holder shall receive an additional share of Common Stock. As
of the Split Effective Time and thereafter, a certificate(s) representing shares of Common Stock prior to the 2017 Reverse Split is deemed to represent the number of post-2017 Reverse Split shares into which the pre-2017 Reverse Split shares were
converted. 







 ARTICLE V 

NON-CUMULATIVE VOTING 

Cumulative voting is expressly prohibited. 

ARTICLE VI 
 DENIAL OF
PREEMPTIVE RIGHTS 
 The statutory right of any shareholder of the Corporation to exercise preemptive rights to acquire additional,
unissued or treasury shares of the Corporation or securities of the Corporation convertible into or carrying a right to subscribe to or acquire shares of the Corporation is hereby denied. 

ARTICLE VII 
 REGISTERED
OFFICE 
 The street address of the Corporation’s registered office is as follows: 

1999 Bryan St., Suite 900 
 Dallas,
Texas 75201-3136 
 ARTICLE VIII 

REGISTERED AGENT 
 The name
of the Corporation’s registered agent at the Corporation’s registered office is C T Corporation System. 
 ARTICLE IX 

DIRECTORS 
 The names and
addresses of the current directors of the Corporation are as follows: 
  

			
	 Name
	 	 Address

	 Jeffrey D. Benjamin
	 	12377 Merit Drive, Suite 1700, LB 82 Dallas, TX 75251
		
	 B. James Ford
	 	12377 Merit Drive, Suite 1700, LB 82 Dallas, TX 75251
		
	 Samuel A. Mitchell
	 	12377 Merit Drive, Suite 1700, LB 82 Dallas, TX 75251
		
	 Wilbur L. Ross, Jr.
	 	12377 Merit Drive, Suite 1700, LB 82 Dallas, TX 75251
		
	 Jeffrey S. Serota
	 	12377 Merit Drive, Suite 1700, LB 82 Dallas, TX 75251
		
	 Robert L. Stillwell
	 	12377 Merit Drive, Suite 1700, LB 82 Dallas, TX 75251








 ARTICLE X 

BYLAWS 
 The power to amend
or repeal the Bylaws or to adopt new Bylaws shall be vested in either the shareholders or the Board of Directors of the Corporation, subject to the shareholders providing in amending, repealing or adopting a particular Bylaw that it may not be
amended or repealed by the Board of Directors of the Corporation. 
 ARTICLE XI 

ELECTION OF DIRECTORS 

11.1 Number of Directors. The number of the Directors of the Corporation shall be fixed from time to time by or pursuant to the Bylaws
of the Corporation. 
 11.2 Shareholder Nomination of Director Candidates and Introduction of Business. Advance notice of shareholder
nominations for the election of Directors and advance notice of business to be brought by shareholders before an annual meeting shall be given in the manner provided in the Bylaws of the Corporation. 

11.3 Decrease in Number of Directors. No decrease in the number of Directors constituting the Board of Directors shall shorten the term
of an incumbent Director. 
 11.4 No Requirement of Written Ballot. The election of the Directors may be conducted in any form
adopted by the Board of Directors, and need not be by written ballot. In the event, however, that a majority of the shareholders vote to require written ballots, written ballots shall be used. 

ARTICLE XII 
 SPECIAL
MEETINGS OF SHAREHOLDERS 
 Special meetings of the shareholders, unless otherwise prescribed by statute, may be called by the Chairman
of the Board of Directors of the Corporation and shall be called by the Secretary of the Corporation upon the written request, stating the purpose or purposes therefore, of either (i) not less than a majority of the whole Board of Directors of
the Corporation or (ii) the holder or holders of shares having not less than 25% of the voting power at a meeting at which the holders of all shares entitled to vote on the action or actions, as set forth in the proposed purpose or purposes of
the meeting, were present and voted. Business conducted at any special meeting shall be confined to the purpose or purposes described in the notice thereof. 

ARTICLE XIII 

INDEMNIFICATION 
 Each
person who is or was a Director or officer of the Corporation, or while a Director or officer of the Corporation is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or
similar functionary of another corporation, employee benefit plan, other enterprise or other entity, shall be indemnified by the Corporation to the fullest extent that a corporation is required or permitted to grant indemnification to such person
under the TBOC, as the same exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation
to provide prior to such amendment) or any other applicable laws as presently or hereafter in effect. The right to indemnification under this Article XIII shall extend to the heirs, executors, administrators and estate of any such Director or
officer. The right to indemnification provided in this Article XIII (a) will not be exclusive of any other rights to which any person seeking indemnification may otherwise be entitled, including without limitation, pursuant to any bylaw,
agreement, vote of shareholders or disinterested Directors, or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office; and (b) will be applicable to matters otherwise within its
scope whether or not such matters arose or arise before or after the adoption of this Article XIII. Without limiting the generality or the effect of the foregoing, the Corporation may adopt bylaws or enter into one or more agreements with any person
which provide for indemnification greater or different than that provided in this Article XIII to the extent provided by applicable laws. Any amendment or repeal of this Article XIII shall not adversely affect any right or protection existing
hereunder immediately prior to such amendment or repeal. 







 ARTICLE XIV 

NO MONETARY LIABILITY OF DIRECTORS TO SHAREHOLDERS 

To the fullest extent permitted by the TBOC, as the same may be amended from time to time, or any other applicable laws presently or hereafter
in effect, no Director of the Corporation shall be personally liable to the Corporation or its shareholders for or with respect to any acts or omissions in the performance of his or her duties as a Director of the Corporation. If the TBOC is
hereafter amended to authorize further elimination of the liability of a corporation’s directors for or with respect to any acts or omissions in the performance of their duties as directors of a corporation, then a Director of the Corporation
shall not be liable for any such acts or omissions to the fullest extent permitted by the TBOC, as so amended. Any repeal or modification of this Article XIV shall not adversely affect any right or protection of a Director of the Corporation
existing immediately prior to such repeal or modification. 
 ARTICLE XV 

BUSINESS COMBINATION LAW 

Pursuant to Section 21.607 of the TBOC, the Corporation expressly elects not to be governed by Section 21.606 of the TBOC (the
Business Combination Law). 
 ARTICLE XVI 

AMENDMENT 
 The Corporation
reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Certificate of Formation, and any other provisions authorized by the laws of the State of Texas at the time in force may be added
or inserted, in the manner now or hereafter prescribed herein or by applicable law, and all rights, preferences and privileges of whatsoever nature conferred upon shareholders, Directors or any other persons whomsoever by and pursuant to this
Certificate of Formation in their present form or as hereafter amended are granted subject to the right reserved in this Article XVI; provided, however, that any amendment or repeal of Article XIII or Article XIV of this Certificate of
Formation shall not adversely affect any right or protection existing hereunder immediately prior to such amendment or repeal. 
 ARTICLE
XVII 
 SHAREHOLDER ACTION BY WRITTEN CONSENT 

Any action required by the TBOC, as amended, to be taken at any annual or special meeting of shareholders, or any action that may be taken at
any annual or special meeting of shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holder or holders of shares having
not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted. 

ARTICLE XVIII 
 CORPORATE
OPPORTUNITIES 
 C. John Wilder, his respective affiliates who are not also employees of the Corporation and any investment funds or
companies that he may now own or manage or may hereafter form or acquire (collectively, the “Specified Persons”) may own, currently or in the future, equity and other interests in other entities (existing and future) that
participate in the energy business or industry (“Industry Companies”) and may enter into agreements from time to time with Industry Companies. The Specified Persons may also serve as employees, partners, officers, directors,
members, managers, or principals of, or advisors to, Industry Companies and, at any given time, the Specified Persons may be in direct or indirect competition with the Corporation or its subsidiaries. 

The Corporation, on behalf of itself and its subsidiaries, to the maximum extent permitted by law, renounces any interest or expectancy of the
Corporation and its subsidiaries in, or any interest or expectancy of the Corporation and its subsidiaries in being offered an opportunity to participate in, any business opportunities that involve any aspect of the energy business or industry that
are presented to or become known to any Specified Person 







 
and waives the application of the doctrine of corporate opportunity, or any other analogous doctrine, with respect to the Corporation and its subsidiaries, to the Specified Persons. The Specified
Persons shall have no duty or obligation to communicate or offer any such business opportunity to the Corporation or its subsidiaries and, to the fullest extent permitted by applicable law, shall not be liable to the Corporation or any of its
subsidiaries or any stockholder or creditor of the Corporation, including for breach of any fiduciary or other duty, by reason of the fact that such Specified Person pursues or acquires such business opportunity, directs such business opportunity to
another person or fails to present such business opportunity, or information regarding such business opportunity, to the Corporation or its subsidiaries. 

Without limiting the foregoing, none of the Specified Persons shall have any obligation to refrain from (i) purchasing, selling,
exploring, developing or exploiting any oil, gas or other hydrocarbon or mineral asset or any other asset relating to or used in the energy business or industry, (ii) engaging in or managing the same or similar activities or lines of business
as the Corporation or its subsidiaries or developing or marketing any products or services that compete, directly or indirectly, with those of the Corporation or its subsidiaries, (iii) investing or owning any interest publicly or privately in,
or developing a business relationship with, any Industry Company or any other person engaged in the same or similar activities or lines of business as, or otherwise in competition with, the Corporation or its subsidiaries (each, a
“Competing Person”), (iv) doing business with any client or customer or supplier of the Corporation or its subsidiaries, or (v) entering into any agreement to provide any services to any Competing Person or acting as an
employee, partner, officer, director, member, manager, or principal of, or advisor to, any Competing Person or Industry Company, regardless (in the case of each of (i) — (v)) whether such activities are in direct or indirect
competition with the business or activities of the Corporation or any of its subsidiaries (each of the activities referred to in clauses (i)—(v), a “Specified Activity”). To the maximum extent permitted by law, the
Corporation renounces on behalf of itself and its subsidiaries any interest or expectancy in any Specified Activity, or in being offered an opportunity to participate in any Specified Activity, that may be presented to or become known to any
Specified Person. 
 Any proposed amendment to this Article XVIII shall require the approval of at least 67% of the outstanding voting stock
of the Corporation entitled to vote generally in the election of directors. Neither the amendment or repeal of this Article XVIII, nor the adoption of any provision of the Bylaws of the Corporation, nor, to the fullest extent permitted by applicable
law, any modification of law, shall eliminate, reduce or otherwise adversely affect any right or protection of any Specified Person granted pursuant hereto existing at, or arising out of or related to any event, act or omission that occurred prior
to, the time of such amendment, repeal, adoption or modification (regardless of when any proceeding (or part thereof) relating to such event, act or omission arises or is first threatened, commenced or completed). 

If any provision or provisions of this Article XVIII shall be held to be invalid, illegal or unenforceable as applied to any circumstance for
any reason whatsoever: (a) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article XVIII (including, without limitation, each portion of any paragraph of this
Article XVIII containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) to the fullest extent
possible, the provisions of this Article XVIII (including, without limitation, each such portion of any paragraph of this Article XVIII containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit
the Corporation to protect the Specified Persons from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted by law. 

This Article XVIII shall not limit any protections or defenses available to, or indemnification or advancement rights of, any Specified Person
under this Certificate of Formation or Bylaws of the Corporation, applicable law or contract. 
 If any code of conduct or other policy of
the Corporation or its subsidiaries is inconsistent with this Article XVIII, this Article XVIII shall control and any conduct permitted by this Article XVIII shall not be a violation of such code or policy.