Registration Rights Agreement), on the date hereof, or any transferee or distributee thereof that has the right to such registration pursuant to the terms of the Registration Rights
Agreement, or held by the escrow agent on the date hereof under that Membership Interest Purchase Agreement by and among Double Eagle III Midco 2 LLC, Pioneer, and Pioneer Natural Resources USA, Inc., dated April 1, 2021, (C) any shares of
common stock issued by us upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the prospectus supplement, (D) any shares of common stock, restricted stock, restricted stock
units, performance units or other equity-based awards issuable or issued, or options to purchase common stock to be granted or granted, pursuant to an existing employee benefit plan of Pioneer referred to in the prospectus supplement or
(E) offers or issuances of shares of common stock directly to a seller of a business or assets as part of the purchase price or private placements in connection with acquisitions thereof by us, provided that any such recipient of such shares of
common stock will agree to be bound by these restrictions for the remainder of the Restricted Period. In addition, we are authorized beginning on the 5th business day following the date of the lock-up agreement to waive the restrictions in the lock-up agreements signed by our directors and officers for an aggregate amount of up to 350,000 shares of common stock for
all lock-up agreements combined.
Each Selling Stockholder has agreed that for the Restricted
Period, it will not, without the prior written consent of the underwriters, (i) offer, sell, contract to sell, pledge, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in
the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise)), or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of
Section 16 of the Exchange Act, any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock whether now owned or hereafter acquired by such Selling Stockholder or with respect to which
such Selling Stockholder has or hereafter acquires the power of disposition (collectively, the Selling Stockholder Lock-Up Securities) or exercise any right with respect to the registration of any
Selling Stockholder Lock-Up Securities, or file or cause to be filed any registration statement in connection therewith under the Securities Act, or (ii) enter into any swap or any other agreement or any
transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Selling Stockholder Lock-Up Securities, whether any such swap or transaction is to be
settled by delivery of shares of common stock or other securities, in cash or otherwise. The foregoing restrictions will not apply to (A) the shares of common stock to be sold hereunder, (B) the transfer of shares of common stock as a
distribution to limited partners, members, stockholders or trust beneficiaries of a Selling Stockholder or to any investment fund or other entity controlled or managed by such Selling Stockholder, provided that each underwriter receives a signed
agreement to be bound by the foregoing terms for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, that receives from such Selling Stockholder, in the aggregate together with its affiliates,
greater than 125,000 shares of common stock; or (C) participation in the preparation and filing of any registration statement or prospectus, or any amendment or supplement thereto, for the registration for resale of any shares of common stock
beneficially owned by a Selling Stockholder on the date hereof or permitted to be transferred pursuant to the foregoing clause (B); provided, that, with respect to any transferee contemplated by the foregoing clause (B) that received, in the
aggregate together with its affiliates, greater than 125,000 shares of common stock, any resales under such registration statement or prospectus do not occur during the period of the lock-up agreement.
Our executive officers and directors have agreed that for the Restricted Period, they will not, without the prior written consent of the
underwriters, directly or indirectly, (i) offer, sell, contract to sell, pledge, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual
disposition or effective economic disposition due to cash settlement or otherwise)), or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act,
any common stock or any securities convertible into or exercisable or exchangeable for common stock whether now owned or hereafter acquired by such individual or with respect to which such individual has or hereafter acquires the power of
disposition (the Lock-Up Securities) or exercise any right with respect to the registration of any Lock-Up Securities, or file or cause to be filed any
registration statement in connection therewith under the Securities Act or (ii) enter into any swap or any
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