UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-42150

LandBridge Company LLC

(Exact Name of Registrant as Specified in its Charter)

Delaware	93-3636146
(State or other jurisdiction of<br><br>incorporation or organization)	(I.R.S. Employer<br><br>Identification No.)
5555 San Felipe Street, Suite 1200<br>Houston, Texas	77056
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (713) 230-8864

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Class A shares, representing limited liability company interests	LB	New York Stock Exchange
		NYSE Texas, Inc.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 12, 2025, the registrant had 25,338,199 Class A shares and 51,750,916 Class B shares, outstanding.

TABLE OF CONTENTS

		Page
PART I — FINANCIAL INFORMATION<br><br><br><br>Glossary		3
Cautionary Note Regarding Forward Looking Statements		5
Item 1.	Financial Statements (Unaudited)	7
	Condensed Consolidated Balance Sheets	7
	Condensed Consolidated Statements of Operations	8
	Condensed Consolidated Statements of Shareholders’ and Member’s Equity	9
	Condensed Consolidated Statements of Cash Flows	11
	Notes to the Unaudited Condensed Consolidated Financial Statements	12
	1. Organization and Nature of Operations	12
	2. Summary of Significant Accounting Policies	12
	3. Asset Acquisitions	15
	4. Property, Plant and Equipment	16
	5. Income Taxes	16
	6. Debt	17
	7. Shareholders’ and Member’s Equity	19
	8. Share-Based Compensation	20
	9. Earnings Per Share	22
	10. Related Party Transactions	23
	11. Subsequent Events	24
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	41
	PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 3.	Defaults Upon Senior Securities	42
Item 4.	Mine Safety Disclosures	42
Item 5.	Other Information	42
Item 6.	Exhibits	43
	Signatures	44

GLOSSARY

The following are abbreviations and definitions of certain terms used in this document, many of which are commonly used in the industry:

1918 Acquisition. The acquisition of approximately 37,500 total acres across Reeves, Loving, Winkler and Ward counties, Texas, and certain related assets from 1918 Ranch & Royalty, LLC.

Bbl. One barrel of volume used for measuring oil.

Boe. A barrel of oil equivalent, which is used to express crude oil, NGL and natural gas volumes on a comparable crude oil equivalent basis. Gas equivalents are determined under the relative energy content method by using the ratio of 6.0 Mcf of natural gas to 1.0 Bbl of crude oil or NGL.

Brackish water. Water with salinity levels between seawater and freshwater.

Completion. The process of preparing a well for the production of oil and gas by injecting high-pressure fluids mixed with proppants to create fractures in reservoir rock to enhance permeability.

Crude oil. A mixture of hydrocarbons that exists in liquid phase in natural underground reservoirs and remains liquid at atmospheric pressure after passing through surface separating facilities.

Delaware Basin. A geological depositional and structural basin in West Texas and southern New Mexico, which is a part of the Permian Basin.

Division. The plan of division dividing NDB LLC into two Delaware limited liability companies, NDB LLC and LandBridge Holdings, pursuant to which the holders of NDB Incentive Units were issued an identical number of equity interests in LandBridge Holdings, including Incentive Units at LandBridge Holdings.

E&P companies. Oil and natural gas exploration and production companies, including producers and/or operators.

Five Point. Five Point Infrastructure LLC, a Delaware limited liability company and our legacy financial sponsor.

GAAP. Accounting principles generally accepted in the United States of America.

Incentive Units. Management incentive units consisting of time-based awards of profits interests in LandBridge Holdings.

LandBridge. LandBridge Company LLC, a Delaware limited liability company.

LandBridge Holdings. LandBridge Holdings LLC, a Delaware limited liability company and portfolio company of funds affiliated with Five Point that owns 100% of our Class B shares.

MBbls. One thousand barrels.

MBbl/d. One thousand barrels per day.

Mboe. One thousand BOE.

Mboe/d. One thousand BOE per day.

Mcf. One thousand cubic feet of natural gas.

Mineral interest. Real-property interests that grant ownership of oil and natural gas under a tract of land and the rights to explore for, develop, and produce oil and natural gas on that land or to lease those exploration and development rights to a third party.

MMcf. One million cubic feet of natural gas.

NDB Incentive Units. Incentive units consisting of time-based awards of profits interests in NDB LLC granted to certain individuals prior to the Division.

NDB LLC. WaterBridge NDB LLC, a Delaware limited liability company and portfolio company of funds affiliated with Five Point.

NGL. Natural gas liquid.

OpCo. DBR Land Holdings LLC, a Delaware limited liability company.

Operator. The individual or company responsible for the development and/or production of an oil or natural gas well.

Permian Basin. A large sedimentary basin located in West Texas and southeastern New Mexico with significant historical and current oil and gas exploration and production activity.

Produced water. Water produced from an oil and natural gas well alongside crude oil and natural gas.

Produced water handling facilities. Facilities utilized for the treatment, handling and disposal of produced water.

Rod. A rod is a unit of measure of 16.5 feet that is measured in linear feet.

Royalty. A real property interest that entitles the owner the right to receive a portion of the production (or the proceeds therefrom) produced from the underlying real property or a payment for the use of such underlying real property, and does not require the owner to pay any portion of the production or development costs.

WaterBridge. WaterBridge Infrastructure LLC, a Delaware limited liability company (NYSE: WBI), and its subsidiaries.

WTI. West Texas Intermediate, a grade of crude oil commonly used in reference to pricing for crude oil.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information in this Quarterly Report on Form 10-Q (this “Quarterly Report”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact included in this Quarterly Report, regarding our strategy, future operations, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Quarterly Report, words such as “assume,” “could,” “would,” “should,” “will,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “forecast,” “may,” “objective,” “plan,” “budget” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events at the time such statements were made. These forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the section entitled “Risk Factors” included elsewhere in this Quarterly Report and each of the other factors set forth in “Part I - Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Form 10-K”), and in other reports filed with the United States Securities and Exchange Commission (the “SEC”). By their nature forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Although we believe that the forward-looking statements contained in this Quarterly Report are based on reasonable assumptions, you should be aware that many factors could affect our actual results of operations, cash flows and financial position and could cause actual results to differ materially from those in such forward-looking statements. Forward-looking statements may include, but are not limited to, statements about:

• our customers’ demand for and use of our land and resources;

• the success of WaterBridge in executing its business strategies, including its ability to construct infrastructure, attract customers and operate successfully on our land;

• our customers’ ability to develop our land or any potential acquired acreage to accommodate any future surface use developments;

• our ability to continue the payment of dividends;

• the domestic and foreign supply of, and demand for, energy sources, including the impact of political instability or armed conflict in oil and natural gas producing regions, including the Russia-Ukraine war, as well as heightened tensions in the Middle East, actions relating to oil price and production controls by the members of the Organization of Petroleum Exporting Countries (“OPEC”), Russia and other allied producing countries, such as announcements of potential changes to oil production levels;

• the effects of a prolonged U.S. federal government shutdown;

• our reliance on a limited number of customers and a particular region for substantially all of our revenues, including the potential consolidation of such customers within such region;

• our ability to enter into favorable contracts regarding surface uses, access agreements and fee arrangements, including the prices we are able to charge and the margins we are able to realize;

• our business strategies and our ability to execute thereon, including our ability to attract non-traditional energy customers to use our land and resources and to successfully implement our growth plans and manage any resultant growth;

• the costs associated with our acquisitions, including the 1918 Acquisition, and the risk that we may not be able to integrate and/or realize the anticipated benefits therefrom;

• our level of indebtedness and our ability to service our indebtedness;

• commodity price volatility and trends related to changes in commodity prices, and our customers’ ability to manage through such volatility;

• the level of competition from other companies, including those offering resources that compete with the resources from our land, such as sand and brackish water;

• changes in the price charged to our customers and availability of services necessary for our customers to conduct their businesses, as a result of oversupply, government regulations or other factors;

• the development of advances or changes in energy technologies or practices;

• our customers’ ability to obtain necessary supplies, raw materials and other critical components on a timely basis, or at all, including any impacts presented by imposed or potential tariffs and any reactions thereto in international trade;

• our and our customers’ ability to obtain government approvals or acquire or maintain necessary permits, including those related to the development and operation of produced water handling facilities, sand mines and brackish water wells;

• operational disruptions and liability related thereto associated with our customers, including those due to environmental hazards, fires, explosions, chemical mishandling or other industrial accidents;

• our and our customers’ liquidity and ability to access the capital markets on favorable terms, or at all, which depends on general market conditions, including the impact of inflation, tariffs and international trade, interest rates and related governmental policies;

• condemnation proceedings affecting our land or our customers’ ability to access our lands;

• our customers’ ability to obtain rights from neighboring landowners on economic terms, or at all, to gain access to our land or transport resources such as sand and brackish water, away from our land, to their point of end use;

• uncertainty surrounding potential foreign, federal, state or local legal, regulatory and policy changes, such as with respect to energy production, taxes, imposed or proposed tariffs and foreign trade policies, safety and surface uses, as well as the potential for general market volatility and regulatory uncertainty;

• the demand for sand and the amount of sand that customers on our land are able to excavate and process, which could be adversely affected by, among other things, operating difficulties and unusual or unfavorable geological conditions;

• title defects in the acreage that we acquire;

• the markets for surface acreage in the areas in which we operate and own or plan to own, including pricing estimates, availability of land and our ability to acquire such land on favorable terms, or at all;

• our ability to recruit and retain key management and other personnel and the allocation of resources between LandBridge and WaterBridge;

• changes in laws and regulations (or the interpretation thereof), such as the One Big Beautiful Bill Act (the “BBB Act”), including those related to hydraulic fracturing, accessing water, disposing of wastewater, transferring produced water, interstate brackish water transfer, carbon pricing, pipeline construction, data privacy, taxation or emissions, leasing, permitting or drilling and various other environmental matters;

• changes in effective tax rates, or adverse outcomes resulting from other tax increases or an examination of our income or other tax returns and tax inefficiencies;

• the severity and duration of world health events, natural disasters or inclement or hazardous weather conditions, including cold weather, hurricanes, fires, droughts, earthquakes, flooding and tornadoes; and

• evolving cybersecurity risks, such as those involving unauthorized access, third-party provider defects and service failures, denial-of-service attacks, malicious software, data privacy breaches by employees or service providers, insider or others with authorized access, cyber or phishing-attacks, ransomware, social engineering, physical breaches or other actions.

We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control, incident to the operation of business in our industry. We disclose important factors that could cause our actual results to differ materially from our expectations under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report. Factors that could materially adversely affect our business, financial condition, operating results or liquidity and the trading price of our Class A shares are described under “Risk Factors,” included in our 2024 Form 10-K. This information should be considered carefully, together with other information in this report and other reports and materials we file with the SEC. Should one or more of the risks or uncertainties described in this Quarterly Report occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make.

All forward-looking statements, expressed or implied, included in this Quarterly Report are expressly qualified in their entirety by this cautionary note. This cautionary note should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. Except as may otherwise be required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Quarterly Report.

Item 1. Financial Statements (Unaudited)

LandBridge Company LLC and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands)

(unaudited)

	September 30,		December 31,
	2025		2024
Current assets:
Cash and cash equivalents	$	28,316	$	37,032
Accounts receivable, net		19,669		12,544
Related party accounts receivable		4,564		2,111
Prepaid expenses and other current assets		4,821		1,628
Total current assets		57,370		53,315
Non-current assets:
Property, plant and equipment, net		917,975		902,742
Intangible assets, net		41,845		45,265
Deferred tax assets		59,116		29,416
Other assets		1,614		1,741
Total non-current assets		1,020,550		979,164
Total assets	$	1,077,920	$	1,032,479
Liabilities and equity
Current liabilities:
Accounts payable	$	637	$	489
Taxes payable		702		2,286
Related party accounts payable		902		686
Accrued liabilities		7,322		7,185
Current portion of long-term debt		924		424
Deferred revenue		2,238		1,221
Other current liabilities		1,094		2,119
Total current liabilities		13,819		14,410
Non-current liabilities:
Long-term debt, net of debt issuance costs		366,081		380,815
Other long-term liabilities		192		183
Total non-current liabilities		366,273		380,998
Total liabilities		380,092		395,408
Class A shares, unlimited shares authorized and 25,337,028 shares issued and outstanding as of September 30, 2025. Unlimited shares authorized and 23,255,419 shares issued and outstanding as of December 31, 2024		254,007		208,427
Class B shares, unlimited shares authorized and 51,093,505 shares issued and outstanding as of September 30, 2025. Unlimited shares authorized and 53,227,852 shares issued and outstanding as of December 31, 2024		-		-
Retained earnings		17,981		3,349
Total shareholders’ equity attributable to LandBridge Company LLC		271,988		211,776
Noncontrolling interest		425,840		425,295
Total shareholders’ equity		697,828		637,071
Total liabilities and equity	$	1,077,920	$	1,032,479

See accompanying notes to the unaudited condensed consolidated financial statements

LandBridge Company LLC and Subsidiaries

Condensed Consolidated Statements of Operations

(in thousands, except share and per share amounts)

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025		2024
Revenues:
Surface use royalties	$	8,235		$	4,227		$	27,775	$	9,129
Surface use royalties - Related party		10,152			5,627			24,743		11,902
Easements and other surface-related revenues		15,840			5,176			36,552		15,018
Easements and other surface-related revenues - Related party		807			1,465			6,388		4,224
Resource sales		4,501			4,874			17,122		11,908
Resource sales - Related party		731			57			1,098		329
Resource royalties		3,929			2,686			11,927		6,803
Resource royalties - Related party		1,604			1,472			5,558		2,579
Oil and gas royalties		3,332			2,903			9,452		11,563
Other		1,700			-			1,700		-
Total revenues		50,831			28,487			142,315		73,455
Resource sales-related expense		438			423			1,384		1,739
Other operating and maintenance expense		1,160			708			3,349		1,837
General and administrative expense		15,864			22,131			45,356		98,114
Depreciation, depletion, amortization and accretion		2,584			2,038			7,730		6,294
Other operating (income) expense, net		(100	)		-			71		-
Operating income (loss)		30,885			3,187			84,425		(34,529	)
Interest expense, net		7,889			7,071			23,745		16,235
Other income		-			-			-		(241	)
Income (loss) from operations before taxes		22,996			(3,884	)		60,680		(50,523	)
Income tax expense (benefit)		2,705			(1,128	)		6,455		(890	)
Net income (loss)		20,291		$	(2,756	)		54,225	$	(49,633	)
Net loss prior to the IPO		-			-			-		(46,877	)
Net income (loss) attributable to noncontrolling interest		12,184			(5,412	)		32,153		(5,412	)
Net income attributable to LandBridge Company LLC	$	8,107		$	2,656		$	22,072	$	2,656
Net income (loss) per share of Class A shares
Basic	$	0.31		$	0.15		$	0.89
Diluted	$	0.26		$	(0.04	)	$	0.70
Weighted average shares outstanding of Class A shares
Basic		25,335,054			17,425,000			24,227,677
Diluted		76,518,549			73,151,603			76,459,219

See accompanying notes to the unaudited condensed consolidated financial statements

LandBridge Company LLC and Subsidiaries

Condensed Consolidated Statements of Shareholders’ and Member’s Equity

(in thousands, except share amounts)

(unaudited)

	Class A					Class B					Retained Earnings			Non- <br>controlling<br>Interest			Total<br>Shareholders’ <br>Equity
	Shares		Amount			Shares			Amount		Amount			Amount			Amount
Balance at January 1, 2025		23,255,419	$	208,427			53,227,852		$	-	$	3,349		$	425,295		$	637,071
Net income		-		-			-			-		6,464			8,995			15,459
Deemed non-cash contributions		-		-			-			-		-			8,945			8,945
RSU share-based compensation expense		-		668			-			-		-			1,527			2,195
Cancellation of Class B shares		-		-			(34,674	)		-		-			-			-
Tax distributions		-		-			-			-		-			(5,821	)		(5,821	)
Dividends and distributions		-		-			-			-		(2,326	)		(5,336	)		(7,662	)
RSU dividend equivalent rights		-		-			-			-		(23	)		(52	)		(75	)
Changes in ownership interest adjustment		-		860			-			-		-			(860	)		-
Offering costs		-		(450	)		-			-		-			-			(450	)
Balance at March 31, 2025		23,255,419	$	209,505			53,193,178		$	-	$	7,464		$	432,693		$	649,662
Net income		-		-			-			-		7,502			10,973			18,475
Deemed non-cash contributions		-		-			-			-		-			9,044			9,044
RSU share-based compensation expense		-		715			-			-		-			1,512			2,227
Redemption of Class B shares for Class A shares		1,900,000		-			(1,900,000	)		-		-			-			-
Cancellation of Class B shares		-		-			(79,686	)		-		-			-			-
Tax distributions		-		-			-			-		-			(16,650	)		(16,650	)
Dividends and distributions		-		-			-			-		(2,515	)		(5,124	)		(7,639	)
RSU dividend equivalent rights		-		-			-			-		(25	)		(51	)		(76	)
Changes in ownership interest adjustment		-		13,880			-			-		-			(13,880	)		-
Tax impact of ownership interest adjustment		-		30,123			-			-		-			-			30,123
Offering costs		-		(201	)		-			-		-			-			(201	)
Balance at June 30, 2025		25,155,419	$	254,022			51,213,492		$	-	$	12,426		$	418,517		$	684,965
Net income		-		-			-			-		8,107			12,184			20,291
Deemed non-cash contributions		-		-			-			-		-			9,144			9,144
RSU share-based compensation expense		-		689			-			-		-			1,392			2,081
Class A Shares issued on vesting of RSUs, net of shares withheld for tax		181,609		(5,728	)		-			-		-			-			(5,728	)
Cancellation of Class B shares		-		-			(119,987	)		-		-			-			-
Tax distributions		-		-			-			-		-			(7,140	)		(7,140	)
Dividends and distributions		-		-			-			-		(2,534	)		(5,121	)		(7,655	)
RSU dividend equivalent rights		-		-			-			-		(18	)		(37	)		(55	)
Changes in ownership interest adjustment		-		3,099			-			-		-			(3,099	)		-
Tax impact of ownership interest adjustment		-		1,843			-			-		-			-			1,843
Offering costs		-		82			-			-		-			-			82
Balance at September 30, 2025		25,337,028	$	254,007			51,093,505		$	-	$	17,981		$	425,840		$	697,828

LandBridge Company LLC and Subsidiaries

Condensed Consolidated Statements of Shareholders’ and Member’s Equity

(in thousands, except share amounts)

(unaudited)

	Member's Equity			Class A				Class B				Retained Earnings		Non- <br>controlling<br>Interest			Total Shareholders' and Member’s Equity
	Amount			Shares		Amount		Shares		Amount		Amount		Amount			Amount
Balance at January 1, 2024	$	150,747			-	$	-		-	$	-	$	-	$	-		$	150,747
Deemed non-cash contributions prior to reorganization		810			-		-		-		-		-		-			810
Net income prior to reorganization		10,776			-		-		-		-		-		-			10,776
Balance at March 31, 2024	$	162,333			-	$	-		-	$	-	$	-	$	-		$	162,333
Contribution from member		120,000			-		-		-		-		-		-			120,000
Deemed non-cash contributions prior to reorganization		71,762			-		-		-		-		-		-			71,762
Net loss prior to reorganization		(57,653	)		-		-		-		-		-		-			(57,653	)
Balance at June 30, 2024	$	296,442			-	$	-		-	$	-	$	-	$	-		$	296,442
Effect of Corporate Reorganization and IPO		(296,442	)		17,425,000		94,126		55,726,603		-		-		301,023			98,707
Deemed non-cash contributions subsequent to reorganization		-			-		-		-		-		-		9,830			9,830
RSU share-based compensation expense subsequent to reorganization		-			-		427		-		-		-		1,367			1,794
Net income (loss) subsequent to reorganization		-			-		-		-		-		2,656		(5,412	)		(2,756	)
Balance at September 30, 2024	$	-			17,425,000	$	94,553		55,726,603	$	-	$	2,656	$	306,808		$	404,017

See accompanying notes to the unaudited condensed consolidated financial statements

LandBridge Company LLC and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	Nine Months Ended September 30,
	2025			2024
Cash flows from operating activities
Net income (loss)	$	54,225		$	(49,633	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion, amortization and accretion		7,730			6,294
Amortization of debt issuance costs		1,619			1,177
Share-based compensation		33,636			84,196
Deferred income tax expense (benefit)		2,265			(1,276	)
Other		5			-
Changes in operating assets and liabilities:
Accounts receivable		(7,130	)		1,640
Related party accounts receivable		(2,452	)		(1,124	)
Prepaid expenses and other assets		(3,906	)		(341	)
Accounts payable		65			(50	)
Related party accounts payable		216			51
Deferred revenue		1,017			166
Accrued liabilities and other liabilities		(565	)		(387	)
Taxes payable		1,432			(5	)
Net cash provided by operating activities		88,157			40,708
Cash flows from investing activities
Acquisitions		(18,767	)		(431,260	)
Capital expenditures		(2,496	)		(761	)
Proceeds from disposal of assets		210			-
Net cash used in investing activities		(21,053	)		(432,021	)
Cash flows from financing activities
Proceeds from issuance of Class A shares, net of underwriting discounts and fees		-			278,263
Taxes paid related to net share settlement of RSUs		(5,728	)		-
Contributions from member		-			120,000
Dividends, dividend equivalents, and distributions paid		(52,773	)		(170,854	)
Proceeds from term loan		-			265,000
Repayments on term loan		(5,750	)		(93,750	)
Proceeds from revolver		15,000			15,000
Repayments on revolver		(25,000	)		(35,000	)
Debt issuance costs		(55	)		(3,437	)
Offering costs		(1,110	)		(6,997	)
Other		(404	)		(318	)
Net cash (used in) provided by financing activities		(75,820	)		367,907
Net decrease in cash and cash equivalents		(8,716	)		(23,406	)
Cash and cash equivalents - beginning of period		37,032			37,823
Cash and cash equivalents - end of period	$	28,316		$	14,417

See accompanying notes to the unaudited condensed consolidated financial statements

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

1.Organization and Nature of Operations

LandBridge Company LLC (the “Company,” “LandBridge,” “we,” “our” or “us”) is headquartered in Houston, Texas and was formed on September 27, 2023 as a Delaware limited liability company to serve as the issuer in an initial public offering (the “IPO”) that occurred on July 1, 2024. We are governed by our First Amended & Restated Limited Liability Company Agreement, dated as of July 1, 2024 (the “A&R LLC Agreement”), which was entered into in connection with the IPO.

Our accounting predecessor is DBR Land Holdings LLC (“OpCo”) and its subsidiaries. OpCo was formed in September 2021. We are a holding company whose principal asset consists of membership interests in OpCo (“OpCo Units”). As the managing member of OpCo and its subsidiaries, we operate and control all of the business and affairs of OpCo and its subsidiaries, and through OpCo and its subsidiaries, conduct our business.

We generate revenue primarily from the use of our surface acreage, the sale of resources from our land and oil and natural gas royalties. The use of surface acreage generally includes easements or leases and various surface use royalties. Sale of resources generally includes sales of brackish water and other surface composite materials. Our assets consist mainly of fee surface acreage, oil and natural gas mineral interests, brackish water wells and ponds and related facilities.

We own surface acreage in and around the Delaware Basin across Andrews, Loving, Reeves, Pecos and Winkler Counties in Texas and Eddy and Lea Counties in New Mexico and we own oil and natural gas mineral interests in Loving and Reeves Counties, Texas.

2.Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated financial statements (the “Financial Statements”) of the Company have been prepared in accordance with GAAP for interim financial information and in accordance with Rule 10-01 of Regulation S-X and reflect all adjustments, consisting of normal recurring adjustments which are, in the opinion of management, necessary for a fair statement of the financial results for the interim periods presented. Accordingly, these Financial Statements should be read in conjunction with the Company’s annual audited financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”). When necessary, certain reclassifications are made to prior period financial information to conform with current period presentation. All dollar amounts in the Financial Statements and tables in the notes are stated in thousands of dollars unless otherwise indicated.

In these Financial Statements, periods prior to the IPO reflect the financial statements of OpCo and its subsidiaries. Periods subsequent to the IPO, reflect the financial statements of the consolidated Company, including LandBridge, OpCo and its subsidiaries.

Results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results of operations that will be realized for the year ending December 31, 2025.

Adjustment of Previously Issued Financial Statements

Subsequent to the issuance of the Company’s Consolidated Financial Statements filed in our Annual Report on Form 10-K for the period ended December 31, 2024 and our Quarterly Report on Form 10-Q for the period ended March 31, 2025, the Company identified two errors in connection with its December 2024 private placement of Class A shares and the corresponding purchase of 2,498,751 OpCo Units from LandBridge Holdings, along with the cancellation of a corresponding number of Class B shares held by LandBridge Holdings. The Company did not correctly rebalance the carrying amount of the non-controlling interest (“NCI”) to reflect the ownership change at OpCo in connection with the December 2024 purchase of OpCo Units, resulting in an understatement of the NCI amount and an overstatement of the Class A amount of $253.2 million, respectively, on the consolidated balance sheets and the consolidated statement of shareholders’ and member’s equity as of December 31, 2024. Further, a cancellation of OpCo Units occurred during the three months ended March 31, 2025 resulting in an overstatement of the NCI and an understatement of the Class A amount for that period. Additionally, the Company did not reflect the deferred tax asset generated from the step-up in tax basis associated with the December 2024 purchase of OpCo Units, resulting in an understatement of deferred tax assets and Class A amount of $29.0 million, respectively, on the consolidated balance sheets and consolidated statement of shareholders’ and member’s equity as of December 31, 2024.

We assessed the materiality of the error, both quantitatively and qualitatively, in accordance with the SEC’s Staff Accounting Bulletin No. 99 and Staff Accounting Bulletin No. 108, and concluded the error was not material to any of our previously-issued quarterly or annual financial statements. However, we determined that it was appropriate to revise the applicable items in our previously-issued

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

financial statements. The adjustment to deferred tax assets of $29.0 million adjusts the investment in partnership amount within Note 7 — Income Taxes of the Company’s consolidated financial statements contained in the 2024 Form 10-K. The error has no impact on the results of operations in our previously reported consolidated statements of operations, including net (loss) income or net income per share of Class A shares, or to cash flows in our previously reported consolidated statements of cash flows. The following tables reflect the effects of the correction on all affected line items of the Company’s previously reported consolidated financial statements:

Consolidated Balance Sheets	December 31, 2024
(in thousands)	As Previously Reported		Adjustment			As Adjusted
Deferred tax assets	$	411	$	29,005		$	29,416
Total non-current assets		950,159		29,005			979,164
Total assets		1,003,474		29,005			1,032,479
Class A shares, unlimited shares authorized and 23,255,419 shares issued and outstanding as of December 31, 2024. None authorized, issued or outstanding as of December 31, 2023.		432,663		(224,236	)		208,427
Total shareholders’ equity attributable to LandBridge Company LLC		436,012		(224,236	)		211,776
Noncontrolling interest		172,054		253,241			425,295
Total shareholders’ and member’s equity		608,066		29,005			637,071
Total liabilities and equity		1,003,474		29,005			1,032,479
Consolidated Balance Sheets	March 31, 2025 (Unaudited)
---	---	---	---	---	---	---	---
(in thousands)	As Previously Reported		Adjustment			As Adjusted
Deferred tax assets	$	72	$	29,005		$	29,077
Total non-current assets		964,506		29,005			993,511
Total assets		1,008,100		29,005			1,037,105
Class A shares, unlimited shares authorized and 23,255,419 shares issued and outstanding as of March 31, 2025 and December 31, 2024.		432,881		(223,376	)		209,505
Total shareholders’ equity attributable to LandBridge Company LLC		440,345		(223,376	)		216,969
Noncontrolling interest		180,312		252,381			432,693
Total shareholders’ equity		620,657		29,005			649,662
Total liabilities and equity		1,008,100		29,005			1,037,105
Consolidated Statements of Shareholders’ and Member’s Equity	Class A Amount								Non-controlling interest amount						Total Shareholders’ and Member’s Equity
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
(in thousands)	As Previously Reported		Adjustment			As Adjusted			As Previously Reported		Adjustment		As Adjusted		As Previously Reported		Adjustment		As Adjusted
Changes in ownership interest adjustment	$	-	$	(253,241	)	$	(253,241	)	$	-	$	253,241	$	253,241	$	-	$	-	$	-
Tax impact of interest adjustment		-		29,005			29,005			-		-		-		-		29,005		29,005
Balance at December 31, 2024		432,663		(224,236	)		208,427			172,054		253,241		425,295		608,066		29,005		637,071

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

Consolidated Statements of Shareholders’ Equity	Class A Amount							Non-controlling interest amount								Total Shareholders’ Equity
(in thousands)	As Previously Reported		Adjustment			As Adjusted		As Previously Reported		Adjustment			As Adjusted			As Previously Reported		Adjustment		As Adjusted
Balance at January 1, 2025	$	432,663	$	(224,236	)	$	208,427	$	172,054	$	253,241		$	425,295		$	608,066	$	29,005	$	637,071
Changes in ownership interest adjustment		-		860			860		-		(860	)		(860	)		-		-		-
Balance at March 31, 2025		432,881		(223,376	)		209,505		180,312		252,381			432,693			620,657		29,005		649,662

Consolidation

We have determined that the members with equity at risk in OpCo lack the authority, through voting rights or similar rights, to direct the activities that most significantly impact OpCo’s economic performance; therefore, OpCo is considered a variable interest entity. As the managing member of OpCo, we operate and control all of the business and affairs of OpCo and also have the obligation to absorb losses or the right to receive benefits that could be potentially significant to us. Therefore, we are considered the primary beneficiary and consolidate OpCo.

The Financial Statements include the accounts of the Company, OpCo and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation.

Noncontrolling Interest

Our Financial Statements include a noncontrolling interest representing the percentage of OpCo Units not held by us. The noncontrolling interest is subject to change in connection with various equity transactions such as issuances of Class A shares, the redemption of OpCo Units (and corresponding cancellation of an equivalent number of Class B shares) for Class A shares, or the cancellation of OpCo Units (and corresponding cancellation of an equivalent number of Class B shares) in lieu of the payment of a tax distribution by OpCo to the Company in excess of the Company’s tax obligation for a given quarter.

Segment Information

The Company operates in a single operating and reportable segment. All of our long-lived assets are located in the United States. Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting, defines characteristics of operating segments as being components of an enterprise in which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”) in making decisions on how to allocate resources and assess performance. The Company’s one segment approach is consistent with the reporting structure of the Company’s internal organization, as well as with the financial information used by the Company’s CODM. The Company’s CODM is the Chief Executive Officer who allocates resources and assesses performance based upon financial information at the consolidated level. The financial measure regularly provided to the CODM that is most consistent with GAAP is net income (loss), as presented on our condensed consolidated statements of operations. The measure of segment assets is reported on the condensed consolidated balance sheets as total assets. The Company presents all of its significant segment expenses and other metrics as used by the CODM to make decisions regarding the Company’s business, including resource allocation and performance assessment in our Financial Statements.

Significant Accounting Policies

As of September 30, 2025, the Company’s significant accounting policies are consistent with those discussed in Note 2 — Summary of Significant Accounting Policies of its consolidated financial statements contained in the 2024 Form 10-K. There were no significant updates or revisions to our accounting policies during the three and nine months ended September 30, 2025.

Fair Value Measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Whenever available, fair value is based on or derived from observable market prices or parameters. When observable market prices or inputs are not available, unobservable prices or inputs are used to estimate the fair value. The three levels of the fair value measurement hierarchy are as follows:

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

• Level 1: Quoted market prices in active markets for identical assets or liabilities.
• Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.
• Level 3: Unobservable inputs that are not corroborated by market data.

The carrying value of the Company’s cash and cash equivalents, accounts receivable, net of current expected credit losses, and accounts payable and accrued liabilities reported on the condensed consolidated balance sheets approximate fair value due to their highly liquid nature or short-term maturity.

The Company adjusts the carrying amount of certain non-financial assets, property, plant and equipment and definite-lived intangible assets, to fair value on a non-recurring basis when impaired.

The fair value of debt is the estimated amount the Company would have to pay to transfer its debt, including any premium or discount attributable to the difference between the stated interest rate and market rate of interest at the balance sheet date. Refer to Note 6 — Debt for additional information.

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740). This guidance further enhances income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. We plan to adopt this guidance and comply with the disclosure requirements when it becomes effective for our 2025 annual report. We are currently assessing the impact of this standard on our Financial Statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40). This guidance requires tabular disclosure of specified natural expenses in certain expense captions, a qualitative description of amounts that are not separately disaggregated, and disclosure of the Company's definition and total amount of selling expenses. We plan to adopt this guidance and comply with the disclosure requirements when it becomes effective for annual periods beginning after December 15, 2026. We are currently assessing the impact of this standard on our Financial Statements and related disclosures.

3.Asset Acquisitions

On February 25, 2025, the Company acquired approximately 3,000 surface acres in Lea County, New Mexico, from a private third-party seller for total cash consideration of $17.1 million inclusive of $0.4 million in transaction costs. The purchase consideration was all attributed to land value.

On April 11, 2025, the Company acquired approximately 800 surface acres in Reeves County, Texas, from a private third-party seller for total cash consideration of $0.7 million, inclusive of $0.1 million in transaction costs. The purchase consideration was all attributed to land value.

During the nine months ended September 30, 2025, the Company paid approximately $1.0 million related to accrued costs for acquisitions completed in 2024.

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

4.Property, Plant and Equipment

As of September 30, 2025 and December 31, 2024, property, plant and equipment, net of accumulated depreciation and depletion consisted of the following:

	September 30,			December 31,
	2025			2024
Oil and natural gas properties
Proved	$	36,177		$	36,068
Unproved		2,934			3,043
Total oil and natural gas properties		39,111			39,111
Land and land improvements		872,363			855,092
Water wells, pipelines, facilities, ponds and related equipment		21,496			21,109
Buildings, vehicles, equipment, furniture and other		5,187			5,162
Construction in progress		1,834			14
		939,991			920,488
Less: accumulated depreciation and depletion		(22,016	)		(17,746	)
Total property, plant and equipment, net	$	917,975		$	902,742

Depreciation expense and depletion expense for the three and nine months ended September 30, 2025 and 2024 are shown in the following table:

	Three Months Ended<br>September 30,				Nine Months Ended<br>September 30,
	2025		2024		2025		2024
Depreciation expense	$	761	$	638	$	2,308	$	1,881
Depletion expense		683		816		2,002		2,649
Total depreciation and depletion expense	$	1,444	$	1,454	$	4,310	$	4,530

5.Income Taxes

Our predecessor, OpCo, is a Delaware limited liability company treated as a partnership and, therefore, has not been subject to U.S. federal income tax at an entity level. As a result, the consolidated net income in our historical financial statements does not reflect the tax expense we would have incurred if we were subject to U.S. federal income tax at an entity level during the periods prior to the IPO. Instead, taxable income is allocated to members, including the Company, and, except for Texas franchise tax, any taxable income of OpCo is reported in the respective tax returns of its members.

In calculating the provision for income taxes on an interim basis, the Company uses an estimate of the annual effective tax rate based upon currently known facts and circumstances and applies that rate to its year-to-date earnings or losses. The Company’s effective tax rate is based on expected income and statutory tax rates and takes into consideration permanent differences between financial statement and tax return income applicable to the Company in the various jurisdictions in which the Company operates.

The calculation of our effective tax rate was as follows for the three and nine months ended September 30, 2025 and 2024:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Income (loss) before income taxes	$	22,996		$	(3,884	)	$	60,680		$	(50,523	)
Income tax expense (benefit)	$	2,705		$	(1,128	)	$	6,455		$	(890	)
Effective tax rate		11.76	%		29.04	%		10.64	%		1.76	%

The effective tax rates for the three and nine months ended September 30, 2025 and the three months ended September 30, 2024 differed from the statutory rate of 21.0% primarily due to the impact of the noncontrolling interest. The effective tax rate for the nine

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

months ended September 30, 2024, was lower than the statutory rate of 21% primarily due to pre-IPO activities, during which the Company was not subject to federal income tax.

On May 23, 2025, LandBridge Holdings redeemed 1,900,000 OpCo Units (together with the cancellation of 1,900,000 of Class B shares) for an equivalent amount of Class A Shares and subsequently sold the Class A Shares in a private transaction pursuant to Rule 144 under the Securities Act through a broker-dealer. The Company did not receive any proceeds from the sale of the Class A Shares. The redemption and exchange of these OpCo Units is treated as a taxable purchase of the redeemed OpCo Units by the Company for U.S. federal and applicable state income tax purposes. As a result of this deemed purchase, the Company’s tax basis in its share of the assets of OpCo increased and the Company recorded a deferred tax asset of $30.1 million for this increase as it is expected to be recovered through future amortization deductions afforded to the Company. Because the deferred tax asset arose in connection with a transaction between the Company and its shareholders, the initial deferred tax asset is recorded in Class A shares on the condensed consolidated balance sheets.

The Company regularly evaluates all deferred tax assets as to their future realization using positive and negative evidence. As of September 30, 2025, the Company believes it is more likely than not that all deferred tax assets will be realized and as a result, the Company has not recorded a valuation allowance against its deferred tax assets.

On July 4, 2025, the BBB Act was signed into law which makes permanent many of the tax provisions enacted in 2017 as part of the Tax Cuts and Jobs Act that were set to expire at the end of 2025. The Company has evaluated the impact of the new legislation and has concluded it does not have a material impact on the results of operations.

• Debt

As of September 30, 2025 and December 31, 2024, our debt consisted of the following:

	September 30,			December 31,
	2025			2024
Term loan	$	349,250		$	355,000
Revolving credit facility		20,000			30,000
Other		973			496
Total debt		370,223			385,496
Current portion of long-term debt		(924	)		(424	)
Unamortized debt issuance costs (1)		(3,218	)		(4,257	)
Total long-term debt	$	366,081		$	380,815

• Unamortized debt issuance costs presented as a reduction to total debt are attributable to the Term Loan

Credit Facilities

On July 3, 2023, the Company entered into (i) a four-year term loan (the “Term Loan”), and (ii) a four-year revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan, the “Credit Facilities”), which were subsequently amended to, among other things, increase the principal amount of the Term Loan to $355.0 million and increase the available capacity of the Revolving Credit Facility to $100.0 million. Principal amounts borrowed under the Credit Facilities may be repaid from time to time without penalty. Any principal amounts outstanding on the maturity date, July 3, 2027, become due and payable on such date.

On October 3, 2025 (the “Amendment Effective Date”), DBR Land LLC, a Delaware limited liability company and subsidiary of the Company (“Borrower”), entered into the Third Amendment to Credit Agreement (the “Amendment”), which amended the Term Loan. The Amendment provides for a new delayed draw term loan facility with total commitments of $200.0 million (the “DDTL Facility”). On November 10, 2025, Borrower borrowed $200.0 million under the DDTL Facility to partially fund the 1918 Acquisition and pay certain related expenses. The DDTL Facility included an unused commitment fee of 37.5 basis points that accrued from the Amendment Effective Date until November 10, 2025. See Note 11 — Subsequent Events for additional information regarding the 1918 Acquisition and exercise of the DDTL Facility.

We may elect for outstanding borrowings under our Credit Facilities to accrue interest at a rate based on either (i) a forward-looking term rate based on the secured overnight financing rate (“Term SOFR Loans”) plus 0.10%, or (ii) the base rate (“Base Rate Loans”), in each case plus an applicable margin. Borrowings under our Credit Facilities accrue interest based on a five-tiered pricing grid tied

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

to our current leverage ratio. The applicable margin ranges are:

	Pre-IPO			Post-IPO
Term SOFR applicable margin	3.00% - 4.00%			2.75% - 3.75%
Base Rate applicable margin	2.00% - 3.00%			1.75% - 2.75%
Commitment fees		0.50	%	0.375% - 0.500%

Interest on all outstanding Term SOFR Loans is payable on the last day of each interest period. Interest on all outstanding Base Rate Loans is payable on the first day of each calendar quarter.

Our Credit Facilities are secured by a first priority security interest in substantially all of our assets and the assets of our restricted subsidiaries, which are party to our Credit Facilities as guarantors.

Subject to certain exceptions and materiality qualifiers, our Credit Facilities include customary affirmative and negative covenants, which, among other things, restrict our ability and our restricted subsidiaries’ ability, to incur debt, grant liens, make restricted payments, dividends and investments, issue equity, sell or lease assets, dissolve or merge with another entity, enter into transactions with affiliates or restrictive agreements, change our business, prepay debt and amend our organizational documents and material agreements. Our Credit Facilities allow us to make cash restricted payments to our shareholders in accordance with the Company’s constituent documents, subject to the following conditions: (i) if the Company’s pro forma leverage ratio is less than 3.50 to 1.00 for the most recently ended four-fiscal quarter period, so long as (A) no default or event of default exists or would result from such restricted payment and (B) the Company’s pro forma liquidity is at least $10.0 million, and (ii) if the Company’s pro forma leverage ratio is greater than 3.50 to 1.00 for the most recently ended four-fiscal quarter period, so long as (A) no default or event of default exists or would result from such restricted payment, (B) the Company’s pro forma liquidity is at least $25.0 million, and (C) the Company’s Distributable Free Cash Flow Amount is greater than $0 after giving effect to such restricted payment. “Distributable Free Cash Flow Amount” is the lesser of the Company’s free cash flow for (x) the most recently ended four-fiscal quarter period and (y) the most recently ended two-fiscal quarter period, in each case minus the aggregate amount of certain restricted payments made during or after each such period.

In addition, we are required to comply with the following financial maintenance covenants: (i) a maximum leverage ratio as of the last day of each fiscal quarter of 4.00:1.00 for the period of the last four consecutive fiscal quarters (subject, in either case, to (x) a 0.50:1.00 leverage step-up for any “qualified acquisition” for the fiscal quarter in which such acquisition occurs and the immediately following two fiscal quarters, at the Company’s election, and (y) a cap of 0.50:1.00 on such step-up regardless of the total number of “qualified acquisitions” consummated during such fiscal quarters and certain other limitations set forth therein); and (ii) a minimum interest coverage ratio of at least 2.75 to 1.00 as of the last day of each fiscal quarter following the IPO.

Our Credit Facilities contain customary events of default, including for our failure and the failure of other loan parties to comply with the various financial, negative and affirmative covenants under our Credit Facilities (subject to the cure provisions set forth therein). During the existence of an event of default (as defined under our Credit Facilities), the agent, with the consent of or at the direction of the required lenders thereunder, has a right to, among other available remedies, terminate the commitments and/or declare all outstanding loans and accrued interest and fees under our Credit Facilities to be immediately due and payable.

The Company was in compliance with these covenants as of September 30, 2025.

The estimated fair value of our Credit Facilities approximates the principal amount outstanding because the interest rates applicable to such amounts are variable and reflective of market rates and the debt may be repaid, in full or in part, at any time without penalty.

Term Loan

	Three Months Ended<br>September 30,						Nine Months Ended<br>September 30,
	2025			2024			2025			2024
Debt issuance cost amortization	$	426		$	356		$	1,278		$	765
Interest expense incurred	$	6,686		$	5,951		$	20,202		$	12,912
Weighted average interest rate		7.49	%		8.56	%		7.62	%		8.49	%

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

Revolving Credit Facility

							September 30,			December 31,
							2025			2024
Total facility size							$	100,000		$	100,000
Less:
Outstanding balance								20,000			30,000
Letters of credit issued								-			-
Available commitment							$	80,000		$	70,000
Unamortized debt issuance costs (1)							$	797		$	1,139
	Three Months Ended<br>September 30,						Nine Months Ended<br>September 30,
	2025			2024			2025			2024
Debt issuance cost amortization	$	114		$	99		$	341		$	248
Interest expense incurred	$	409		$	492		$	1,436		$	2,342
Weighted average interest rate		7.60	%		8.54	%		7.70	%		8.45	%

• Unamortized debt issuance costs related to the Revolving Credit Facility are deferred and presented in other assets on the condensed consolidated balance sheets

7.Shareholders’ and Member’s Equity

Shareholders’ Equity

Holders of Class A shares and Class B shares vote together as a single class on all matters presented to our shareholders, except as otherwise required by applicable law or by the A&R LLC Agreement. Class B shares are not entitled to participate in any dividends our Board may declare.

Redemptions

On May 23, 2025, LandBridge Holdings redeemed 1,900,000 OpCo Units (together with the cancellation of a corresponding number of Class B shares), for 1,900,000 Class A shares and subsequently sold such Class A shares at a price per share of $75.25 pursuant to Rule 144 under the Securities Act. The Company did not receive any proceeds or incur any material expenses from the sale of the Class A shares by LandBridge Holdings. See Note 5 — Income Taxes for additional information regarding the redemption.

During the year ended December 31, 2024, no Class B shares were redeemed for Class A shares.

Cancellations

In lieu of the payment of tax distributions by OpCo to the Company in excess of the Company's then-current income tax obligation, OpCo and the Company cancelled OpCo Units held by LandBridge Holdings, along with a corresponding number of Class B shares. The number of cancelled OpCo Units was determined based on the Company’s volume weighted average Class A share price for each of the 10 consecutive trading days ending on and including the last full trading day immediately prior to the tax distribution date.

	Nine Months Ended<br>September 30,
Class B Share Cancellations	2025		2024
First Quarter		34,674		-
Second Quarter		79,686		-
Third Quarter		119,987		-

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

Dividends and Distributions

(in thousands, except for per share amounts)<br>Cash Dividends	Date of Record	Dividends Paid to Class A Shareholders		Distributions <br>Paid to OpCo <br>Unitholders		Rate Per <br>Share
First Quarter	March 6, 2025	$	2,326	$	5,319	$	0.10
Second Quarter	June 5, 2025	$	2,515	$	5,124	$	0.10
Third Quarter	September 4, 2025	$	2,534	$	5,121	$	0.10
Tax Distributions	Tax Distributions to LandBridge Holdings
---	---	---
First Quarter	$	5,821
Second Quarter	$	16,650
Third Quarter	$	7,140

On November 10, 2025, our board of directors declared a dividend on our Class A shares of $0.10 per share, payable on December 18, 2025 to shareholders of record as of December 4, 2025, and a corresponding required cash distribution to OpCo unitholders.

8.Share-Based Compensation

A summary of the Company’s aggregate share-based compensation expense is shown below. Share-based compensation expense related to incentive units allocated to the Company is recognized as a deemed non-cash contribution to or distribution from shareholders’ equity on the condensed consolidated balance sheets. Substantially all share-based compensation expense is included in general and administrative expense on the condensed consolidated statements of operations.

	Three Months Ended<br>September 30,				Nine Months Ended<br>September 30,
	2025		2024		2025		2024
Incentive units	$	9,144	$	9,830	$	27,133	$	82,402
Restricted share units		2,081		1,794		6,503		1,794
Total share-based compensation expense	$	11,225	$	11,624	$	33,636	$	84,196

Share-based compensation expense related to incentive units for the three and nine months ended September 30, 2025, consists only of the Incentive Units. Share-based compensation expense related to incentive units for the three months ended September 30, 2024, consists of $9.8 million related to the Incentive Units, and for the nine months ended September 30, 2024, consists of $9.8 million related to the Incentive Units and $72.6 million related to the NDB Incentive Units. NDB Incentive Units were liability awards resulting in periodic fair value remeasurement prior to the Division. Following the Division, Incentive Units are equity awards and do not require periodic remeasurements. Any cash expense associated with Incentive Units will be borne solely by LandBridge Holdings LLC and not the Company. Such incentive units are not dilutive of public ownership.

Incentive Units

A summary of Incentive Units activity during the nine months ended September 30, 2025 is shown in the following table:

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

	Incentive Units		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (years)
Outstanding at December 31, 2024		30,020	$	5,130
Granted		-		-
Forfeited		-		-
Outstanding at September 30, 2025		30,020	$	5,130		1.2

As of September 30, 2025, remaining unrecognized compensation expense for the Incentive Units was $53.2 million, which the Company expects to recognize over a weighted average remaining period of approximately

1.7

years.

Restricted Share Units

Under the LandBridge Company LLC Long Term Incentive Plan (the “LTIP”), participants were granted restricted share units (“RSUs”) which are subject to graded vesting generally ranging from one to three years. The fair value of the awards is based on our Class A share price on the date of grant with compensation expense recognized on a straight-line basis over the applicable vesting period.

A summary of RSU activity during the nine months ended September 30, 2025 is shown in the following table:

(in thousands, except fair value data)	RSUs			Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value
Outstanding at December 31, 2024		749,529		$	31.37
Granted		57,393			56.17
Forfeited		-			-
Vested(1)		(267,894	)		31.35
Outstanding at September 30, 2025		539,028		$	34.02		1.3	$	28,757

• Included within the 267,894 RSUs that vested during the period, 86,285 RSUs were surrendered by employees to the Company to settle tax withholding requirements.

As of September 30, 2025, remaining unrecognized compensation expense for the RSUs was $16.2 million, which the Company expects to recognize over a weighted average remaining period of approximately

1.9

years.

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

9.Earnings Per Share

The Company’s unvested RSUs are deemed to be participating securities; therefore, the Company applies the two-class method for the calculation of basic EPS for the Class A shares. Diluted EPS attributable to Class A shares is calculated under both the two-class method and the treasury stock method, and the more dilutive of the two calculations is presented.

Class B shares are considered potentially dilutive shares of Class A shares because Class B shares are convertible into Class A shares on a one-for-one basis; therefore, the Company applies the if-converted method for the calculation of diluted EPS for the Class A shares.

We determined that the presentation of EPS for the period prior to the IPO would not be meaningful due to the significant nature of the change to our capital structure as part of the IPO. Therefore, EPS information has not been presented for periods prior to the IPO.

The following table sets forth the computation of basic and diluted EPS attributable to our Class A shares for the three and nine months ended September 30, 2025, and the three months ended September 30, 2024, which represents the periods subsequent to the IPO.

	Three Months Ended September 30,						Nine Months Ended
(in thousands, except for share and per share amounts)	2025			2024			September 30, 2025
Numerator
Net income attributable to LandBridge Company LLC	$	8,107		$	2,656		$	22,072
Less: Earnings allocated to participating securities		163			94			596
Basic net income attributable to LandBridge Company LLC		7,944			2,562			21,476
Plus: Net income (loss) attributable to noncontrolling interest		12,184			(5,412	)		32,153
Plus: Undistributed earnings reallocation adjustment to participating securities		(8	)		94			(15	)
Diluted net income (loss) attributable to Class A shareholders	$	20,120		$	(2,756	)	$	53,614
Denominator
Basic weighted average shares outstanding		25,335,054			17,425,000			24,227,677
Dilutive Class B shares outstanding		51,183,495			55,726,603			52,231,542
Diluted weighted average shares outstanding		76,518,549			73,151,603			76,459,219
Basic net income per share of Class A shares	$	0.31		$	0.15		$	0.89
Diluted net income (loss) per share of Class A shares	$	0.26		$	(0.04	)	$	0.70

Class B shares outstanding as of September 30, 2025 and 2024 were determined to be dilutive and have been included in the computation of diluted net income per share. In addition, weighted-average RSUs were evaluated under the treasury stock method for potentially dilutive effects. For the three and nine months ended September 30, 2025, weighted-average RSUs of 507,889 and 669,343, respectively, were determined to be anti-dilutive and have been excluded from the computation of diluted net income per share. For the three months ended September 30, 2024, weighted-average RSUs of 637,877 were determined to be anti-dilutive and have been excluded from the computation of diluted net loss per share.

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

10.Related Party Transactions

		Three Months Ended<br>September 30,				Nine Months Ended<br>September 30,
	Financial Statements Location	2025		2024		2025		2024
Revenues - Related Party
Affiliate access agreements	Surface use royalties	$	10,152	$	5,627	$	24,743	$	11,902
Affiliate access agreements	Easements and other surface-related revenues		807		1,465		6,388		4,224
Affiliate access agreements	Resource royalties		1,604		1,472		5,558		2,579
Affiliate access agreements	Resource sales		731		57		1,098		329
		$	13,294	$	8,621	$	37,787	$	19,034
		September 30,		December 31,
---	---	---	---	---	---
	Financial Statements Location	2025		2024
Accounts Receivable - Related Party
Affiliate access agreements	Related party accounts receivable	$	4,564	$	2,111
Accounts Payable - Related Party
Shared services agreement	Related party accounts payable	$	902	$	686

Shared Services Agreement

The Company is party to a services agreement with WaterBridge Operating LLC (“WaterBridge Operating”), an affiliate of the Company, and other affiliates pursuant to which the Company receives common management and general, administrative, overhead and operating services in support of the Company’s operations and development activities. The Company reimburses all fees incurred by WaterBridge Operating or its affiliates for services provided to the Company under the agreement. For shared services, the basis of allocation is an approximation of time spent on activities supporting the Company. For shared expenses paid on behalf of the Company, the costs are directly allocated to the Company based on its pro rata share of the expenses. For the three months ended September 30, 2025 and 2024 the Company paid approximately $2.5 million and $6.5 million for the shared services and direct cost reimbursements, respectively. For the nine months ended September 30, 2025 and 2024, the Company paid approximately $8.1 million and $8.6 million for the shared services and direct cost reimbursements, respectively.

Affiliate Access Agreements

The Company is party to facility access and surface use agreements and easements and rights-of-way with WaterBridge Infrastructure LLC and its subsidiaries (“WaterBridge”). Under these agreements, the Company has granted WaterBridge certain rights to construct, operate and maintain produced water, brackish water and waste reclamation facilities on our land, as applicable, in the ordinary course of business. Each of these agreements includes a standard fee schedule and provision for specified surface use activities. Each of these agreements also includes a provision for royalties related to certain specified activities.

Legacy Financial Sponsor Services Agreement

Five Point Infrastructure LLC (“Five Point”), our legacy financial sponsor, invoices the Company, and the Company reimburses Five Point in cash, for expenses associated with the Company’s use of Five Point’s geographic information system (“GIS”) and certain legal services provided by Five Point. The reimbursement includes allocated Five Point personnel costs and third-party software and hardware expenses and is determined based on the Company’s use of Five Point’s total services for such period. The Company paid reimbursements for GIS and legal services of $0.1 million in each of the three months ended September 30, 2025 and 2024 and $0.3 million for each of the nine months ended September 30, 2025 and 2024.

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

11. Subsequent Events

On November 12, 2025, OpCo acquired approximately 37,500 total acres across Reeves, Loving, Winkler and Ward counties, Texas, and certain related assets from 1918 Ranch & Royalty, LLC for total purchase consideration of $250.2 million, inclusive of $0.2 million in transaction costs. The acreage acquired consists of approximately 22,000 fee simple acres, approximately 12,000 leasehold acres and approximately 3,500 mineral classified acres subject to a long-term management agreement. The purchase consideration consisted of (i) approximately $208.3 million in cash, consisting of approximately $200.0 million drawn under the DDTL Facility, approximately $5.0 million drawn under the Revolving Credit Facility and approximately $3.3 million in available cash, and (ii) 657,411 OpCo Units (together with an equal number of Class B shares) valued at $41.7 million, based on a 10-day volume weighted average price of our Class A shares prior to closing. The Company applied a deposit of approximately $10.0 million against the purchase price for the 1918 Acquisition at closing.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations is based on, and should be read in conjunction with, the audited consolidated financial statements and notes thereto in the 2024 Form 10-K and our unaudited condensed consolidated financial statements (“Financial Statements”) and notes thereto in Part I, Item 1. “Financial Statements” of this Quarterly Report. Except as otherwise indicated or required by context, references to “LandBridge,” the “Company,” “we,” “us,” “our” and like terms refer (i) prior to the consummation of the reorganizations of entities under common control (the “Corporate Reorganization”) and the initial public offering that occurred on July 1, 2024 (the “IPO”), to OpCo and its subsidiaries, our predecessor for financial reporting purposes and (ii) subsequent to the consummation of the Corporate Reorganization and the IPO, to LandBridge and its subsidiaries, including OpCo and its subsidiaries.

The following discussion contains “forward-looking statements” reflecting our current expectations, future plans, estimates, beliefs and assumptions concerning events and financial trends that may be outside our control and may affect our future results of operations, cash flows and financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, which include those factors discussed below and elsewhere in this Quarterly Report, particularly in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements,” all of which are difficult to predict. We assume no obligation to publicly update any of these forward-looking statements except as otherwise required by applicable law.

Our financial statements have been prepared in accordance with GAAP. The unaudited condensed consolidated financial statements included herein reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of financial position, results of operations and cash flows for the interim periods on a basis consistent with the annual audited financial statements. All such adjustments are of a normal recurring nature. The results of operations for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for a full year. The historical financial information in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” reflects only the historical financial results of us.

Overview

Land is a fundamental requirement for the development and production of energy and the construction of critical infrastructure. As of September 30, 2025, we owned approximately 277,000 surface acres in and around the Delaware Basin sub-region in the prolific Permian Basin, which is the most active area for oil and natural gas exploration and development in the United States. Access to expansive surface acreage is necessary for oil and natural gas development, solar power generation, power storage, digital infrastructure and non-hazardous oilfield reclamation and solid waste facilities. Further, the significant industrial economy that exists to service and support energy and infrastructure development requires access to surface acreage to support those activities. Our strategy is to actively manage our land and resources to support and encourage energy and infrastructure development and other land uses that will generate long-term revenue and Free Cash Flow for us and returns to our shareholders.

We share a legacy financial sponsor, Five Point, and our management team with WaterBridge. WaterBridge is a leading integrated, pure-play water infrastructure company that operates a large-scale network of pipelines and other infrastructure in the Delaware Basin. These relationships provide our shared management team visibility into key areas of oil and natural gas production and long-term trends, which we leverage to encourage and support the development of critical infrastructure on our land and generate additional revenue for us. We receive royalties for each barrel of produced water that WaterBridge handles on our land as well as surface use payments for infrastructure constructed on our land.

Recent Developments

Purchase, Sale and Contribution Agreement

On October 3, 2025, the Company, OpCo and 1918 Ranch & Royalty, LLC, a Texas limited liability company, (“Contributor”) entered into a Purchase, Sale and Contribution Agreement (the “Contribution Agreement”), pursuant to which OpCo agreed to acquire approximately 37,500 total acres across Reeves, Loving, Winkler and Ward counties, Texas, and certain related assets (the “1918 Acquisition”) for an aggregate purchase price of $250.0 million, consisting of approximately $208.3 million in cash and approximately $41.7 million in units representing limited liability company interests in OpCo (“OpCo Units”) (together with an equal number of Class B shares representing limited liability company interests in the Company (“Class B shares”), based on a 10-day volume weighted average price of Class A shares representing limited liability company interests in the Company prior to closing, subject to customary purchase price adjustments and closing conditions.

On November 12, 2025, OpCo completed the 1918 Acquisition. Pursuant to the Contribution Agreement, OpCo (i) paid Contributor approximately $208.3 million in cash, consisting of approximately $200.0 million drawn under the DDTL Facility, approximately $5.0 million drawn under the Revolving Credit Facility and approximately $3.3 million in available cash, and (ii) issued 657,411 OpCo Units to Contributor (together with an equal number of Class B shares). The Company applied a deposit of approximately $10.0 million against the purchase price for the 1918 Acquisition at closing.

The Contribution Agreement contains representations, warranties and other provisions that were made only for purposes of the Contribution Agreement and as of specific dates and were solely for the benefit of the parties thereto. The Contribution Agreement is a contractual document that establishes and governs the legal relations among the parties thereto and is not intended to be a source of factual, business or operational information about the Company, OpCo, the Contributor or the assets to be acquired from the Contributor. The representations and warranties made by the Company and the Contributor in the Contribution Agreement may be (i) qualified by disclosure schedules containing information that modifies, qualifies or creates exceptions to such representations and warranties and (ii) subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, investors and security holders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances.

Third Amendment to Credit Agreement

On October 3, 2025 (the “Amendment Effective Date”), DBR Land LLC, a Delaware limited liability company and a subsidiary of the Company (the “Borrower”), entered into the Third Amendment to Credit Agreement (the “Amendment”) with the guarantors party thereto, the lenders party thereto, and Texas Capital Bank, as administrative agent and letter of credit issuer (the “Administrative Agent”), which amends that certain credit agreement, dated July 3, 2023 (as amended prior to the date hereof, the “Existing Credit Agreement”, and the Existing Credit Agreement, as amended by the Amendment, the “Credit Agreement”) among the Borrower, the guarantors party thereto, the lenders party thereto, and the Administrative Agent. The Amendment provides for a new delayed draw term loan facility with total commitments of $200.0 million for the purpose of partially financing the 1918 Acquisition and to pay certain related costs and expenses (the “DDTL Facility”).

On November 10, 2025, the Borrower drew in full the $200.0 million available under the DDTL Facility to partially fund the 1918 Acquisition and pay certain related expenses. The DDTL Facility included an unused commitment fee of 37.5 basis points that accrued from the Amendment Effective Date until November 10, 2025, applied to the average daily unused amount of the DDTL Facility.

Market Condition and Outlook

Over the last several years, the global economy, and more specifically the oil and natural gas industry, has experienced significant volatility, impacted by global conflicts, such as the Russia-Ukraine war, heightened tensions in the Middle East, domestic political activity, including the potential for a prolonged U.S. federal government shutdown, the BBB Act, tariffs, foreign trade policies and international trade conflicts, the activities of OPEC, and elevated inflation, interest rates and costs of capital and industry consolidation. High levels of activity in the Delaware Basin have resulted in industry consolidation and labor and supply chain challenges, which has impacted drilling, completion and production activity. This volatility has driven material swings in WTI pricing, which has subsequently impacted development and production decisions of E&P companies.

Global macroeconomic developments, such as the aforementioned BBB Act and the development or change in international trade policies, including the imposition of U.S. and/or foreign tariffs, may adversely affect our customers’ ability to source raw materials and, as a result, reduce their activity on or around our land. As a result, any trading disruption (such as tariffs, product restrictions, etc.) in the trading relationships between the U.S. and other nations may adversely impact our business. A prolonged U.S. federal government shutdown may also impact our customers’ ability to access capital markets and/or acquire necessary governmental approvals or permits for the operation of their businesses.

Despite these challenges, we believe the outlook for energy and infrastructure development, particularly within the Permian Basin, remains positive. Additionally, such development may be aided by President Trump’s various Executive Orders relating to energy production, which include expedited approvals for energy resource infrastructure as well as the removal of various impediments to the development of domestic energy resources, including oil and gas. We are well-positioned to benefit from the continued build out of supporting infrastructure in the region which will require access to surface acreage. In addition, we expect to benefit from advancements in alternative forms of energy. While these incentives could further accelerate the transition of the U.S. economy away from the use of fossil fuels, alternative energy technologies often require access to material surface acreage and supporting infrastructure, which we are also well positioned to provide and facilitate.

Third Quarter Results

Significant financial and operating highlights for the third quarter of 2025 include:

• Revenues of $50.8 million, an increase of 78% as compared to the third quarter of 2024;
• Net income of $20.3 million, an increase of 836% as compared to the third quarter of 2024;
• Net income margin of 40% as compared to net loss margin of 10% in the third quarter of 2024;
• Adjusted EBITDA(1) of $44.9 million, an increase of 79% as compared with the third quarter of 2024;
• Adjusted EBITDA Margin(1) of 88%, consistent with the third quarter of 2024;
• Cash flow from operating activities of $34.9 million, an increase of 369% as compared to the third quarter of 2024;
• Free Cash Flow(1) of $33.7 million, an increase of 372% as compared to the third quarter of 2024;
• Operating cash flow margin of 69%, an increase of 43% as compared to the third quarter of 2024; and
• Free Cash Flow Margin(1) of 66%, an increase of 41% as compared to the third quarter 2024;

(1) Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow and Free Cash Flow Margin are non-GAAP financial measures. See “Non-GAAP Financial Measures” for more information regarding these non-GAAP financial measures and reconciliations to the most comparable GAAP measures. See also “How We Evaluate Our Operations” for more information regarding Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow and Free Cash Flow Margin.

How We Generate Revenue

We generate revenue from multiple sources, including the use of our surface acreage, the sale of resources from our land and oil and gas and mineral royalties. The fees, royalty rates, payment structure and other related terms in our contracts are negotiated on a case-by-case basis, taking into account the surface use of our land, the type of resources extracted, the amount of use expected to be made of our land, and the amount of resources to be produced and/or extracted. In any given period, the amount and sources of revenues we receive from any particular customer can fluctuate based on the nature, timing and scope of such customer’s activities on our land. For example, during the initial phase of a customer’s activities on our land, we would generally expect to receive usage-based fees and revenues under our surface use royalty agreements (“SURAs”) and surface use agreements (“SUAs”) related to installation of infrastructure necessary to support long-term operations. Over time, these revenues would generally be expected to migrate to royalty revenue and resource sales based on such customer’s use of our land and resources. Our revenue consists of the principal components discussed below.

Surface Use Royalties and Revenues

Surface Use Royalties. We enter into SURAs and certain overarching SUAs with operators that require royalty payments to us based on a percentage of the customer’s gross revenues derived from use of our land and/or volumetric use of infrastructure installed on our land in exchange for rights of use of our land. Royalties we receive pursuant to SURAs include produced water transportation and handling operations, skim oil recovery and waste reclamation. Our SURAs generally have terms ranging from a minimum of five years to 10 years, impose only nominal obligations on us, typically do not include minimum purchase or use commitments by our customers and generally provide for automatic renewal-based increases in royalties that are tied to the Consumer Price Index (“CPI”) or are negotiated on a case-by-case basis.

Easements and other surface-related income. SUAs permit operators to install drilling sites, pipelines, roadways, electric lines and other facilities and equipment on land owned by us. We typically receive a per-rod or per-acre fee when the contract is executed, based on the aggregate amount of our land that is utilized under such SUA, and we often receive additional fees at the beginning of each renewal period or on a monthly or annual basis. Our SUAs generally require our customers to use the resources from our land, such as brackish water and sand, for their operations on our land, for which we receive our customary fees. Our SUAs generally have terms ranging from a minimum of five years to 10 years, with early termination rights for non-use over a pre-determined period of time, typically 12 to 18 months, typically do not include minimum commitments with respect to the type and amount of infrastructure to be installed on our property or the amount of revenue to be received by us and generally provide for automatic renewal-based increases in royalties that are tied to the CPI or negotiated on a case-by-case basis.

Resource Sales and Royalties

Resource Sales. Resource sales generally include brackish water to be used primarily in well completions in exchange for a per barrel fee, which is negotiated and varies depending on the destination of the brackish water. Similarly, our customers buy other surface composite materials from us for the construction of access roads and well pads for which we receive a fixed-fee per cubic yard extracted from our surface acreage. Our agreements related to the sale of resources generally have terms ranging from a minimum of five years to 10 years, with early termination rights for non-use over a pre-determined period of time, typically 12 to 18 months.

Resource Royalties. We lease our surface acreage to customers to construct and operate, at their expense, brackish water wells and sand mines to provide in-basin water and sand for use in oil and natural gas completion operations. Such customers hold the exclusive right to the water and sand extracted from the leased surface acreage and may be required to make minimum royalty payments as a result. The agreements pursuant to which we receive resource royalties have varying primary terms of at least one year, contain rights for renewal so long as the customer continues to operate on our land and generally do not impose minimum production requirements on our customers. We typically receive a fee when the contract is executed and a fixed royalty per barrel of water or ton of sand extracted. In situations where our customers do not operate brackish water wells on our surface but require the use of water for their operations, customers generally must acquire such water from us for our customary fee.

Oil and Gas Royalties

Oil and Gas Royalties. Oil and gas royalties are received in connection with oil and natural gas mineral interests owned by us. Oil and gas royalties are recognized as revenue as oil and gas are produced or severed from the mineral lease. The oil and gas royalties we receive are dependent upon producer-specific location, contractual price differences and market prices for oil and natural gas, which, given such prices’ volatility, may cause our oil and gas royalties to fluctuate. Oil and gas royalties also include mineral lease bonus revenues, which we receive by leasing our mineral interests to E&P companies. When we execute a mineral lease contract, the lease generally transfers the rights to any oil or natural gas discovered to the E&P company and grants us the right to a specified royalty interest payable on future production.

We expect our fee-based revenues to grow over time relative to our oil and gas royalties. While our focus is on fee-based arrangements, our oil and gas royalties fluctuate with market prices for oil and natural gas. The following table presents the amount and relative percentage of each component of our revenues for the following periods:

	Three Months Ended September 30,										Nine Months Ended September 30,
	2025					2024					2025					2024
	Amount		Percent			Amount		Percent			Amount		Percent			Amount		Percent
Surface use royalties and revenues
Surface use royalties	$	18,387		36.2	%	$	9,854		34.6	%	$	52,518		36.9	%	$	21,031		28.6	%
Easements and other surface-related revenues		16,647		32.7	%		6,641		23.3	%		42,940		30.2	%		19,242		26.2	%
Resource sales and royalties
Resource sales		5,232		10.3	%		4,931		17.3	%		18,220		12.8	%		12,237		16.7	%
Resource royalties		5,533		10.9	%		4,158		14.6	%		17,485		12.3	%		9,382		12.8	%
Oil and gas royalties		3,332		6.6	%		2,903		10.2	%		9,452		6.6	%		11,563		15.7	%
Other		1,700		3.3	%		-		0.0	%		1,700		1.2	%		-		0.0	%
Total revenue	$	50,831		100.0	%	$	28,487		100.0	%	$	142,315		100.0	%	$	73,455		100.0	%

Our revenues depend heavily on our customers’ activities on and around our land and may vary significantly from period to period as a result of the development of new revenue streams, fluctuations in commodity prices, regulatory developments, including policies related to tariffs and international trade, changes in volumes produced on our land and our acquisition strategy. For example, oil and natural gas prices have historically been volatile and highly susceptible to macroeconomic and geopolitical developments. Lower commodity prices may decrease our revenues as customers on and around our land decrease their activity levels in response to low commodity prices. Although we intend to pursue additional opportunities to increase our revenue streams and introduce additional revenue components, including through conventional and renewable power generation and storage projects, water treatment and desalination facilities, fueling stations, digital infrastructure, telecommunication towers and equipment and other opportunities, there can be no assurance that such revenue streams will materially diversify our revenue streams.

Costs of Conducting Our Business

Our costs consist primarily of resource sales-related expenses, other operating and maintenance expenses to maintain our surface acreage and general administrative expenses. Our principal costs are as follows:

Resource Sales-Related Expenses. Resource sales-related expenses are costs incurred for utilization and maintenance of our assets and facilities in the extraction or production of resources available on our land that are sold by us. These costs generally include utilities to operate our facilities and assets and repairs and maintenance expenses related to those assets.

Other Operating and Maintenance Expenses. Operating and maintenance expenses are costs incurred for maintaining our surface acreage and other assets, including field operating overhead and supervision, production taxes, insurance costs, ad valorem and property taxes, and repairs and maintenance expense.

General and Administrative Expenses. General and administrative expenses include a corporate shared services allocation from WaterBridge, directly incurred corporate costs and share-based compensation expense. Corporate shared services generally include the cost of shared management and administrative services. The corporate shared service allocation is based on an approximation of time spent on activities supporting us as well as by underlying business activities. The shared service allocation expense is reimbursed to WaterBridge through our shared services agreement. Direct corporate costs are incurred for direct corporate employees, including payroll, benefits and other employee-related expenses of our direct corporate staff, professional services that generally consist of audit, tax, legal and valuation services and expenses for corporate insurance policies.

Prior to the IPO, share-based compensation expense only included expense allocated to us for NDB LLC’s Incentive Unit plan. The NDB Incentive Unit awards were classified as liability awards by NDB LLC and required periodic remeasurement. On July 1, 2024, in accordance with the Division, in which NDB LLC was divided into two Delaware limited liability companies, the holders of the NDB Incentive Units were issued an identical number of Incentive Units at LandBridge Holdings. As of the date of the Division, the Incentive Units held at LandBridge Holdings are the only incentive units attributable to and allocated to the Company. The Incentive

Units are accounted for as a modification and have been transitioned to equity award accounting and, as such, do not require periodic remeasurements. The share-based compensation for the Incentive Units is fully allocated to the noncontrolling interest as the contractual obligation to satisfy the Incentive Units exists at LandBridge Holdings and any actual cash expense associated with such Incentive Units is borne solely by LandBridge Holdings and not the Company.

In connection with the IPO, our Board adopted the LandBridge Company LLC Long Term Incentive Plan (the “LTIP”), which allows for the grant of options, SARs, RSUs, share awards, dividend equivalents, other share-based awards, cash awards, substitute awards or any combination thereof. Under the LTIP, participants have been granted RSUs. Share-based compensation associated with RSUs is allocated between the Company and the noncontrolling interest based on relative ownership. Substantially all share-based compensation is included in general and administrative expense with an immaterial amount included in other operating and maintenance expense on the unaudited condensed consolidated statements of operations prior to allocation to the noncontrolling interest. See Note 8 — Share-Based Compensation within the notes to our Financial Statements for additional information regarding share-based compensation.

How We Evaluate Our Operations

We use a variety of financial and operational metrics to assess the performance of our business.

Revenue

Revenue is a key performance metric of our company. We analyze realized monthly, quarterly and annual revenues and compare the results against our internal projections and budgets. Results are used to validate, or when applicable update, existing assumptions on macroeconomic drivers of our business, contractual mix driving average unit-level revenues and E&P customer development activity and commodity pricing, absent the impact of our operating costs.

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA and Adjusted EBITDA Margin are used by our management and by external users of our financial statements, such as investors, research analysts and others, to assess the financial performance of our assets over the long term to generate sufficient cash to return capital to equity holders or service indebtedness. We define Adjusted EBITDA as net income (loss) before interest; taxes; depreciation, amortization, depletion and accretion; share-based compensation; non-recurring transaction-related expenses and other non-cash or non-recurring expenses. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by total revenues.

Management believes Adjusted EBITDA and Adjusted EBITDA Margin are useful because these supplemental non-GAAP financial measures allow us to more effectively evaluate our operating performance and compare the results of our operations from period to period, and against our peers, without regard to our financing methods or capital structure. We exclude the items listed above from net income (loss) in arriving at Adjusted EBITDA and Adjusted EBITDA Margin because these amounts can vary substantially from company to company within our industry depending upon accounting methods, book values of assets, capital structures and the method by which the assets were acquired. See “— Non-GAAP Financial Measures” for reconciliations and additional information regarding these non-GAAP financial measures.

Free Cash Flow and Free Cash Flow Margin

Free Cash Flow and Free Cash Flow Margin are used by our management and by external users of our financial statements, such as investors, research analysts and others, to assess our ability to repay our indebtedness, return capital to our shareholders and fund potential acquisitions without access to external sources of financing for such purposes. We define Free Cash Flow as cash flow from operating activities less investment in capital expenditures. We define Free Cash Flow Margin as Free Cash Flow divided by total revenues.

Management believes Free Cash Flow and Free Cash Flow Margin are useful because these supplemental non-GAAP financial measures allow for an effective evaluation of both our operating and financial performance, as well as the capital intensity of our business, and subsequently the ability of our operations to generate cash flow that is available to distribute to our shareholders, reduce leverage or support acquisition activities. See “— Non-GAAP Financial Measures” for reconciliations and additional information regarding these non-GAAP financial measures.

Factors Affecting the Comparability of Our Results of Operations

Our future results of operations may not be comparable to our predecessor’s results of operations for the periods presented, primarily for the reasons described below.

Public Company Costs

As a result of the IPO, we incurred incremental, non-recurring costs related to our transition to a publicly traded and taxable entity, including the costs of the IPO and the costs associated with the implementation of Sarbanes-Oxley Act internal controls and testing. We have incurred and expect to continue to incur additional significant and recurring expenses as a publicly traded company, including costs associated with SEC reporting and compliance requirements, consisting of the preparation and filing of annual and quarterly reports, registrar and transfer agent fees, national stock exchange fees, audit fees, legal fees, investor relations expenses, incremental director and officer liability insurance costs and director and officer compensation expenses. These expenses are not included in our results of operations prior to the IPO. Additionally, we have hired additional employees and consultants, including accounting and legal personnel, in order to comply with the requirements of being a publicly traded company.

Corporate Reorganization

We were formed to serve as the issuer in the IPO and had no previous operations, assets or liabilities. The historical consolidated financial statements included in this Quarterly Report are based on the financial statements of our accounting predecessor, OpCo, prior to the Corporate Reorganization in connection with the IPO. As a result, the historical consolidated financial data may not give you an accurate indication of what our actual results would have been if the Corporate Reorganization had been completed at the beginning of the periods presented or of what our future results of operations are likely to be.

Long Term Incentive Plan

In order to incentivize individuals providing services to us or our affiliates, our Board adopted the LTIP for employees and directors. Any individual who is our officer or employee or an officer or employee of any of our affiliates, and any other person who provides services to us or our affiliates, including our directors, may be eligible to receive awards under the LTIP at the discretion of our Board or a committee thereof, as applicable. The LTIP provides for the grant, from time to time, at the discretion of our Board, or a committee thereof, of options, share appreciation rights, restricted shares, restricted share units, share awards, dividend equivalents, other share-based awards, cash awards, substitute awards and performance awards intended to align the interests of employees, directors and service providers with those of our shareholders. As such, our historical financial data may not present an accurate indication of what our actual results would have been if we had implemented the LTIP prior to the periods presented within.

Acquisitions

Subsequent to the third quarter of 2024, we acquired approximately 78,900 surface acres through the consummation of various acquisitions, including the 1918 Acquisition, which will impact the comparability of our results of operations. We expect to pursue opportunistic future land acquisitions that compliment or expand our current land position, which may impact the comparability of our results.

Income Taxes

Prior to the IPO, OpCo and its subsidiaries were primarily entities that were treated as partnerships or disregarded entities for federal income tax purposes but were subject to certain minimal Texas franchise taxes. One of our subsidiaries is a qualified REIT for federal income tax purposes. There is no tax imposed on a REIT as long as the REIT complies with the applicable tax rules and avails itself of the opportunity to reduce its taxable income through distributions. A REIT must comply with a number of organizational and operational requirements, including a requirement that it must pay at least 90% of its taxable income to shareholders.

As a result of our predominately non-taxable structure historically, income taxes on taxable income or losses realized by our predecessor, OpCo, were generally the obligation of the individual members or partners. Accordingly, the financial data attributable to our predecessor, OpCo, contains no provision for U.S. federal income taxes or income taxes in any state or locality (other than margin tax in the State of Texas). Following consummation of the IPO, although we are a limited liability company, we have elected to be taxed as a corporation and are subject to U.S. federal, state and local income taxes on our allocable share of the income and loss of OpCo.

Results of Operations

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

	Three Months Ended September 30,						Variance
	2025			2024			Amount			Percent
Revenues:
Surface use royalties	$	18,387		$	9,854		$	8,533			87	%
Easements and other surface-related revenues		16,647			6,641			10,006			151	%
Resource sales		5,232			4,931			301			6	%
Resource royalties		5,533			4,158			1,375			33	%
Oil and gas royalties		3,332			2,903			429			15	%
Other		1,700			-			1,700			100	%
Total revenues		50,831			28,487			22,344			78	%
Resource sales-related expense		438			423			15			4	%
Other operating and maintenance expense		1,160			708			452			64	%
General and administrative expense		15,864			22,131			(6,267	)		(28	%)
Depreciation, depletion, amortization and accretion		2,584			2,038			546			27	%
Other operating (income) expense, net		(100	)		-			(100	)		100	%
Operating income		30,885			3,187			27,698			869	%
Interest expense, net		7,889			7,071			818			12	%
Income (loss) from operations before taxes		22,996			(3,884	)		26,880			692	%
Income tax expense (benefit)		2,705			(1,128	)		3,833			340	%
Net income (loss)	$	20,291		$	(2,756	)	$	23,047			836	%

Total revenues. Total revenues increased by $22.3 million. Please see our discussion below regarding comparative period variances in revenue sources.

Surface use royalties. Surface use royalties increased by $8.5 million. The increase was primarily attributable to increased produced water handling and associated skim oil royalties of $8.4 million and industrial waste handling royalties of $0.1 million on our surface for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The increase associated with produced water handling royalties is primarily driven by a significant increase in produced water handling volume of approximately 726 Mbbl/d related to our acquisitions in 2024 coupled with organic growth.

Easements and other surface-related revenues. Easements and other surface-related revenues increased by $10.0 million. The increase was primarily attributable to road easements of $4.5 million, oil and natural gas gathering and transportation pipelines and produced water handling infrastructure of $1.9 million, $1.8 million related to surface and subsurface drilling location easements and $1.8 million in other surface easements for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024.

Resource royalties. Resource royalties increased by $1.4 million. The increase was primarily attributable to brackish water royalties of $0.9 million as a result of the Wolf Bone Ranch Acquisition in the fourth quarter of 2024. Additionally, sand mine royalties increased $0.5 million primarily related to higher throughput volumes.

Oil and gas royalties. Oil and gas royalties increased by $0.4 million,

The table below provides operational and financial data by oil and gas royalty stream for the periods indicated.

	Three Months Ended September 30,
	2025		2024
Net royalty volumes:
Oil (MBbls)		42		35
Natural Gas (MMcf)		155		179
NGL (MBbls)		16		18
Equivalents (MBoe)		84		83
Equivalents (MBoe/d)		0.9		0.9
Oil and gas royalties (in thousands):
Oil royalties	$	2,704	$	2,574
Natural gas royalties		265		79
NGL royalties		299		361
Oil and gas royalties		3,268		3,014
Mineral lease income		64		(111	)
Total oil and gas royalties	$	3,332	$	2,903
Realized prices
Oil ($/Bbl)	$	64.38	$	73.54
Natural gas ($/Mcf)	$	1.71	$	0.44
NGL ($/Bbl)	$	18.69	$	20.06
Equivalents ($/Boe)	$	38.90	$	36.31

Other revenue. Other revenue increased by $1.7 million. The increase was attributable to deficiencies recognized under minimum revenue contracts.

Other operating and maintenance expense. Other operating and maintenance expense increased by $0.5 million. The increase was primarily due to higher field overhead, insurance and property tax related to acquisitions completed subsequent to the three months ended September 30, 2024.

	Three Months Ended September 30,				Variance
	2025		2024		Amount			Percent
General and administrative expense:
General and administrative expense, excluding share-based compensation	$	4,700	$	10,559	$	(5,859	)		(55	%)
Share-based compensation		11,164		11,572		(408	)		(4	%)
Total general and administrative expense	$	15,864	$	22,131	$	(6,267	)		(28	%)

General and administrative expense. General and administrative expense, excluding share-based compensation expense, decreased by $5.9 million. The decrease was primarily attributable to lower employee-related expenses of $4.6 million due to an IPO discretionary bonus and a $2.6 million contract termination payment made during the three months ended September 30, 2024, partially offset by increased corporate shared services allocation from WaterBridge of $0.7 million supporting underlying growth of the business and

higher professional services fees of $0.8 million associated with transitioning to a publicly-traded company and costs associated with commercial activities.

Income tax expense (benefit), net. Income tax expense increased by $3.8 million. The increase was primarily due to a shift from a $3.9 million loss from consolidated operations before taxes for the three months ended September 30, 2024, which resulted in an income tax benefit for the period, to $23.0 million in income from operations before taxes for the three months ended September 30, 2025.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

	Nine Months Ended September 30,					Variance
	2025		2024			Amount			Percent
Revenues:
Surface use royalties	$	52,518	$	21,031		$	31,487			150	%
Easements and other surface-related revenues		42,940		19,242			23,698			123	%
Resource sales		18,220		12,237			5,983			49	%
Resource royalties		17,485		9,382			8,103			86	%
Oil and gas royalties		9,452		11,563			(2,111	)		(18	%)
Other		1,700		-			1,700			100	%
Total revenues		142,315		73,455			68,860			94	%
Resource sales-related expense		1,384		1,739			(355	)		(20	%)
Other operating and maintenance expense		3,349		1,837			1,512			82	%
General and administrative expense		45,356		98,114			(52,758	)		(54	%)
Depreciation, depletion, amortization and accretion		7,730		6,294			1,436			23	%
Other operating expense, net		71		-			71			100	%
Operating income (loss)		84,425		(34,529	)		118,954			345	%
Interest expense, net		23,745		16,235			7,510			46	%
Other income		-		(241	)		241			100	%
Income (loss) from operations before taxes		60,680		(50,523	)		111,203			220	%
Income tax expense (benefit)		6,455		(890	)		7,345			825	%
Net income (loss)	$	54,225	$	(49,633	)	$	103,858			209	%

Total revenues. Total revenues increased by $68.9 million. Please see our discussion below regarding comparative period variances in revenue sources.

Surface use royalties. Surface use royalties increased by $31.5 million. The increase was primarily attributable to increased produced water handling and associated skim oil royalties of $30.6 million and industrial waste handling royalties of $0.9 million on our surface for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The increase associated with produced water handling royalties was primarily driven by a significant increase in produced water handling volume of approximately 852 Mbbl/d related to our acquisitions in 2024 coupled with organic growth.

Easements and other surface-related revenues. Easements and other surface-related revenues increased by $23.7 million. The increase was primarily attributable to $9.1 million related to oil and natural gas gathering and transportation pipelines and produced water handling infrastructure, $5.2 million related to road easements, $4.3 million related to surface and subsurface drilling location easements, $2.6 million related to the expansion of an existing industrial waste facility surface use agreement and $2.5 million in other surface easements for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024.

Resource sales. Resource sales increased by $6.0 million. Brackish water sales increased $3.5 million for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. Brackish water sales volume increased by 5.8 million barrels, or 21%, to 33.6 million barrels for the nine months ended September 30, 2025, as compared to 27.8 million barrels for the nine months ended September 30, 2024, primarily due to the timing of upstream drilling and completion operations in the area surrounding our surface acreage. Additionally, the per unit sales price increased by approximately 9%, primarily driven by the customer contract mix for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. Caliche sales increased $2.5 million for the same comparative period, primarily due to construction of energy infrastructure in the areas surrounding our surface acreage.

Resource royalties. Resource royalties increased by $8.1 million. The increase was primarily attributable to brackish water royalties of $7.1 million as a result of the acquisition of approximately 103,000 surface acres in Loving and Winkler Counties, Texas, and Lea County, New Mexico, from a private third-party (the “East Stateline Ranch Acquisition”) in the second quarter of 2024 and the acquisition of approximately 46,000 largely contiguous surface acres in the Southern Delaware Basin (the “Wolf Bone Ranch Acquisition”) in the fourth quarter of 2024. Additionally, sand mine royalties increased $1.0 million primarily related to higher throughput volumes.

Oil and gas royalties. Oil and gas royalties decreased by $2.1 million, which consists of decreased royalty income of $1.0 million attributable to lower volume and $0.8 million attributable to lower commodity prices as well as decreased mineral bonus payments of $0.3 million during the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The table below provides operational and financial data by oil and gas royalty stream for the periods indicated.

	Nine Months Ended September 30,
	2025		2024
Net royalty volumes:
Oil (MBbls)		111		123
Natural Gas (MMcf)		506		534
NGL (MBbls)		46		55
Equivalents (MBoe)		241		267
Equivalents (MBoe/d)		0.9		1.0
Oil and gas royalties (in thousands):
Oil royalties	$	7,305	$	9,460
Natural gas royalties		1,101		554
NGL royalties		982		1,142
Oil and gas royalties		9,388		11,156
Mineral lease income		64		407
Total oil and gas royalties	$	9,452	$	11,563
Realized prices
Oil ($/Bbl)	$	65.81	$	76.91
Natural gas ($/Mcf)	$	2.18	$	1.04
NGL ($/Bbl)	$	21.35	$	20.76
Equivalents ($/Boe)	$	38.95	$	41.78

Other revenue. Other revenue increased by $1.7 million. The increase was attributable to deficiencies recognized under minimum revenue contracts.

Other operating and maintenance expense. Other operating and maintenance expense increased by $1.5 million. The increase was primarily due to higher field overhead, insurance and property tax related to Wolf Bone Ranch and other acquisitions completed subsequent to the nine months ended September 30, 2024.

	Nine Months Ended September 30,				Variance
	2025		2024		Amount			Percent
General and administrative expense:
General and administrative expense, excluding share-based compensation	$	11,897	$	13,971	$	(2,074	)		(15	%)
Share-based compensation		33,459		84,143		(50,684	)		(60	%)
Total general and administrative expense	$	45,356	$	98,114	$	(52,758	)		(54	%)

General and administrative expense. General and administrative expense, excluding share-based compensation expense, decreased by $2.1 million. The decrease was primarily attributable to lower employee-related expenses of $4.2 million due to an IPO discretionary bonus in 2024, partially offset by increased corporate shared services allocation from WaterBridge of $2.2 million supporting underlying growth of the business.

Share-based compensation expense decreased by $50.7 million. The decrease was primarily attributable to decreased expense related to incentive unit expense of $55.4 million, partially offset by expense of $4.7 million related to RSU awards issued subsequent to the IPO in 2024. The incentive units expense decrease is primarily due to the periodic remeasurements of the NDB Incentive Units prior to the Division of $72.6 million when the awards were accounted for as liability awards and new issuances and post-modification equity award accounting amortization of $17.2 million. See Note 8 — Share-Based Compensation within the notes to our Financial Statements.

	Nine Months Ended September 30,					Variance
	2025		2024			Amount		Percent
Interest on credit facilities	$	22,099	$	15,377		$	6,722		44	%
Debt issuance costs amortization and write offs		1,619		1,177			442		38	%
Interest on other		27		26			1		4	%
Total interest expense		23,745		16,580			7,165		43	%
Interest income		-		(345	)		345		100	%
Total interest expense, net	$	23,745	$	16,235		$	7,510		46	%

Interest expense, net. Interest expense, net, increased by $7.5 million. The increase was primarily attributable to higher weighted-average debt balances under our Credit Facilities during the nine months ended September 30, 2025, as compared to borrowings for the nine months ended September 30, 2024, partially offset by slightly lower interest rates. See “— Liquidity and Capital Resources” for additional information regarding the Company’s debt instruments and interest expense.

Income tax expense (benefit), net. Income tax expense increased by $7.3 million. The increase was primarily due to a shift from a $50.5 million loss from consolidated operations before taxes for the nine months ended September 30, 2024, which resulted in an income tax benefit for the period, to $60.7 million in income from operations before taxes for the nine months ended September 30, 2025. Additionally, for periods prior to the IPO the Company was not subject to federal income tax.

Non-GAAP Financial Measures

Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow and Free Cash Flow Margin are supplemental non-GAAP financial measures that we use to evaluate current, past and expected future performance. Although these non-GAAP financial measures are important factors in assessing our operating results and cash flows, these supplemental non-GAAP financial measures should not be considered in isolation or as a substitute for net income or gross margin or any other measures presented under GAAP.

Adjusted EBITDA and Adjusted EBITDA Margin

The following table sets forth a reconciliation of net income as determined in accordance with GAAP to Adjusted EBITDA and Adjusted EBITDA Margin for the periods indicated.

	Three Months Ended<br>September 30,						Nine Months Ended<br>September 30,
	2025			2024			2025			2024
Net income (loss)	$	20,291		$	(2,756	)	$	54,225		$	(49,633	)
Adjustments:
Depreciation, depletion, amortization and accretion		2,584			2,038			7,730			6,294
Interest expense, net		7,889			7,071			23,745			16,235
Income tax expense (benefit)		2,705			(1,128	)		6,455			(890	)
EBITDA		33,469			5,225			92,155			(27,994	)
Adjustments:
Share-based compensation - Incentive Units (1)		9,144			9,830			27,133			82,402
Share-based compensation - RSUs		2,081			1,794			6,503			1,794
Transaction-related expenses (2)		-			351			135			1,266
Non-recurring expenses (3)		-			7,825			-			7,825
Other		156			(13	)		156			37
Adjusted EBITDA	$	44,850		$	25,012		$	126,082		$	65,330
Net income (loss) margin		40	%		(10	%)		38	%		(68	%)
Adjusted EBITDA Margin		88	%		88	%		89	%		89	%

• Share-based compensation - Incentive Units for the three and nine months ended September 30, 2025, consists only of the Incentive Units. Share-based compensation - Incentive Units for the three months ended September 30, 2024 consists only of the Incentive Units, and the nine months ended September 30, 2024 consists of $72.6 million related to the NDB Incentive Units and $9.8 million related to the Incentive Units. NDB Incentive Units were liability awards resulting in periodic fair value remeasurement prior to the Division. Subsequent to the IPO, any actual cash expense associated with such Incentive Units is borne solely by LandBridge Holdings and not the Company. Distributions attributable to Incentive Units are based on returns received by investors of LandBridge Holdings once certain return thresholds have been met and are neither an obligation of the Company nor taken into consideration for distributions to investors in the Company.
• Transaction-related expenses consist of non-capitalizable transaction costs associated with both completed or attempted acquisitions, debt amendments, entity structuring and non-capitalizable IPO-related charges.
• Non-recurring expenses consist primarily of $5.0 million in IPO-related employee bonuses and $2.6 million related to a contract termination payment.

Free Cash Flow and Free Cash Flow Margin

The following table sets forth a reconciliation of cash flows from operating activities determined in accordance with GAAP to Free Cash Flow and Free Cash Flow Margin, respectively, for the periods indicated.

	Three Months Ended<br>September 30,						Nine Months Ended<br>September 30,
	2025			2024			2025			2024
Net cash provided by operating activities	$	34,912		$	7,450		$	88,157		$	40,708
Net cash used in investing activities		(1,107	)		(1,053	)		(21,053	)		(432,021	)
Cash provided by (used in) operating and investing activities		33,805			6,397			67,104			(391,313	)
Adjustments:
Acquisitions		5			750			18,767			431,260
Proceeds from disposal of assets		(85	)		-			(210	)		-
Free Cash Flow	$	33,725		$	7,147		$	85,661		$	39,947
Operating cash flow margin (1)		69	%		26	%		62	%		55	%
Free Cash Flow Margin		66	%		25	%		60	%		54	%

• Operating cash flow data is calculated by dividing net cash provided by operating activities by total revenue.

Liquidity and Capital Resources

Overview

Our primary sources of liquidity are cash flows from operating activities and, if required, proceeds from borrowings under our Credit Facilities. Our primary liquidity and capital requirements will be for our operating expenses, servicing of our debt, the payment of dividends and distributions to our shareholders, if any, general company needs and investing in our business, including the potential acquisition of additional surface acreage. Although we believe that we will be able to partially or fully fund our short-term and long-term capital expenditures, working capital requirements and other capital needs with cash on hand and cash flows from operating activities, we may elect to use borrowings under our credit facilities to finance our operating and investing activities. See “— Debt Instruments — Credit Facilities.”

We strive to maintain financial flexibility and proactively monitor potential capital sources, including equity and debt financing, to meet our target liquidity and capital requirements. If market conditions were to change and our revenues were to decline significantly or operating costs were to increase, our cash flows and liquidity could be reduced and we could be required to seek alternative financing sources. As of September 30, 2025, we had a working capital surplus, defined as current assets less current liabilities, of $43.6 million and we had cash and cash equivalents of $28.3 million. As of December 31, 2024, we had a working capital surplus of $38.9 million and cash and cash equivalents of $37.0 million.

Dividends and Distributions

(in thousands, except for per share amounts)<br>Cash Dividends	Date of Record	Dividends Paid to Class A Shareholders		Distributions Paid to OpCo <br>Unitholders		Rate Per <br>Share
First Quarter	March 6, 2025	$	2,326	$	5,319	$	0.10
Second Quarter	June 5, 2025	$	2,515	$	5,124	$	0.10
Third Quarter	September 4, 2025	$	2,534	$	5,121	$	0.10

On November 10, 2025, our board of directors declared a dividend on our Class A shares of $0.10 per share, payable on December 18, 2025 to shareholders of record as of December 4, 2025, and a corresponding required cash distribution to OpCo unitholders.

Cash Flow

The following tables summarizes our cash flow for the periods indicated:

Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024

	Nine Months Ended September 30,						Variance
	2025			2024			Amount			Percent
Condensed Consolidated Statement of Cash Flow Data:
Net cash provided by operating activities	$	88,157		$	40,708		$	47,449			117	%
Net cash used in investing activities		(21,053	)		(432,021	)		410,968			95	%
Net cash (used in) provided by financing activities		(75,820	)		367,907			(443,727	)		(121	%)
Net decrease in cash and cash equivalents	$	(8,716	)	$	(23,406	)	$	14,690			63	%

Net Cash Provided by Operating Activities. Net cash provided by operating activities increased $47.4 million. The increase was attributable to cash flow related to higher net income, net of non-cash items, of $58.7 million partially offset by a decrease in cash flow attributable to working capital accounts of $11.3 million. The increase in net income, net of non-cash items, is primarily attributable to revenue growth related to continued commercialization of acreage, including land acquired during 2024. The decrease in cash flow from working capital accounts is attributable to higher accounts receivable related to growth in our revenues, and federal tax deposits made related to the 2025 tax year, partially offset by deferred revenues associated with timing of cash received for easements or easement renewals and the related effective dates of such agreements.

Net Cash Used in Investing Activities. Net cash used in investing activities decreased $411.0 million. The decrease was primarily attributable to lower acquisition and acquisition-related expenditures for the nine months ended September 30, 2025 of $18.8 million as compared to $431.3 million for the nine months ended September 30, 2024. See Note 3 — Asset Acquisitions within the notes to our Financial Statements.

Net Cash (Used In) Provided by Financing Activities. Net cash used in financing activities increased $443.7 million. For the nine months ended September 30, 2025, cash used in financing activities primarily consisted of $52.8 million of dividends, dividend equivalents and distributions paid to shareholders, $16.2 million of debt repayments, net of proceeds, $5.7 million of required tax withholding related to the net settlement of Class A shares, and $1.1 million of offering costs paid related to the December 2024 private placement. For the nine months ended September 30, 2024, cash provided by financing activities primarily consisted of $271.3 million of net proceeds from the IPO, and $147.5 million of debt proceeds, net of repayments and issuance costs. These proceeds were partially offset by net distributions to member prior to the Corporate Reorganization of $50.9 million.

Capital Requirements

We focus our business model on entering into agreements under which our customers bear substantially all of the operating and capital expenditures related to their operations on our land, while minimizing our capital requirements for both current and future commercial opportunities, resulting in the ability to create significant free cash flows. Our contracts generally include inflation escalators, which, when combined with our relatively low operating and capital expenditures, may assist in mitigating our exposure to broader inflationary pressures. As a landowner, we incur the initial cost to acquire our acreage, but thereafter we incur modest development capital expenditures and operating expenses as it relates to operations on our land or our mineral and royalty interests, as such expenses are borne primarily by our customers. As a result, we expect that additional significant capital expenditures would be related to our acquisition of additional surface acreage should we elect to do so.

The amount and allocation of future acquisition-related capital expenditures will depend upon a number of factors, including the size of the acquisition opportunity, our cash flows from operating activities and our investing and financing activities. There were no acquisition-related capital expenditures during the three months ended September 30, 2025 and $0.8 million during the three months ended September 30, 2024. There were $18.8 million and $431.3 million of acquisition-related capital expenditures during the nine months ended September 30, 2025 and 2024, respectively.

We periodically assess changes in current and projected cash flows, acquisition and divestiture activities and other factors to determine the effects on our liquidity. We believe that our cash on hand and cash flow from operating activities will provide us with sufficient liquidity to execute our current strategy. However, our ability to generate cash is subject to a number of factors that may directly or indirectly affect us, many of which are beyond our control, including commodity prices and general economic, financial, competitive, legislative, regulatory and other factors. If we require additional capital for acquisitions or other reasons, we may seek such capital through traditional borrowings under our debt instruments, offerings of debt and equity securities or other means. If we are unable to obtain funds when needed or on acceptable terms, we may not be able to complete acquisitions that may be favorable to us.

As our Board declares cash dividends to our Class A shareholders, we expect the dividend to be paid from Free Cash Flow. We do not currently expect to borrow funds or to adjust planned capital expenditures to finance dividends on our Class A shares, if any such dividends were to be declared by our Board. The timing, amount and financing of dividends, if any, will be subject to the discretion of our Board from time to time.

Debt Instruments

Credit Facilities

On July 3, 2023, the Company entered into (i) a four-year term loan (the “Term Loan”), and (ii) a four-year revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan, the “Credit Facilities”), which were subsequently amended. Our Credit Facilities are secured by a first priority security interest in substantially all of our assets and the assets of our restricted subsidiaries, which are party to our Credit Facilities as guarantors. Our Credit Facilities include certain customary affirmative and negative covenants, which, among other things, restrict our ability and our restricted subsidiaries’ ability, subject to certain exceptions, to incur debt, grant liens, make restricted payments and investments, issue equity, sell or lease assets, dissolve or merge with another entity, enter into transactions with affiliates or restrictive agreements, change our business, prepay debt and amend our organizational documents and material agreements. The Company was in compliance with these covenants as of September 30, 2025. See Note 6 — Debt within the notes to our Financial Statements for further information with respect to such affirmative and restrictive covenants.

As of September 30, 2025, we had $369.3 million of outstanding borrowings consisting of $20.0 million of revolving credit borrowings and $349.3 million of term loan borrowings. As of September 30, 2025, we have $80.0 million remaining in available commitments under the Revolving Credit Facility. The weighted average interest rate on the total amount of borrowings outstanding under the Credit Facilities for the three months ended September 30, 2025 was 7.60% in the case of the revolving credit borrowings and 7.49% in the case of term loan borrowings. The weighted average interest rate for the nine months ended September 30, 2025 was 7.70% in the case of revolving credit borrowings and 7.62% in the case of term loan borrowings.

On October 3, 2025, the Borrower entered into the Amendment with the guarantors party thereto, the lenders party thereto, and the Administrative Agent, which amends the Existing Credit Agreement, among the Borrower, the guarantors party thereto, the lenders party thereto, and the Administrative Agent. The Amendment provides for a new DDTL Facility for the purpose of partially financing the 1918 Acquisition and to pay certain related costs and expenses.

On November 10, 2025, the Borrower drew in full the $200.0 million available under the DDTL Facility to partially fund the 1918 Acquisition and pay certain related expenses. The DDTL Facility included an unused commitment fee of 37.5 basis points that accrued from the Amendment Effective Date until November 10, 2025, applied to the average daily unused amount of the DDTL Facility.

Critical Accounting Estimates

The preparation of the Financial Statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the Financial Statements and the accompanying notes. There have been no significant changes to our critical accounting estimates from those disclosed in our 2024 Form 10-K.

Recently Issued Accounting Pronouncements Not Yet Adopted

For a summary of recently issued accounting pronouncements, see Note 2 — Summary of Significant Accounting Policies within the notes to our Financial Statements.

Internal Controls and Procedures

We are required to comply with the SEC’s rules implementing Section 302 of the Sarbanes-Oxley Act, which requires our management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting. We will not be required to make our first assessment of the effectiveness of our internal control over financial reporting under Section 404 until our second annual report on Form 10-K.

Further, our independent registered public accounting firm is not yet required to formally attest to the effectiveness of our internal controls over financial reporting and will not be required to do so for as long as we are an “emerging growth company” and/or a “smaller reporting company” under applicable federal securities laws.

Off Balance Sheet Arrangements

We currently have no material off-balance sheet arrangements.

Emerging Growth Company Status

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” We may take advantage of these exemptions until we are no longer an “emerging growth company.” Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. We have elected to use the extended transition period for complying with new or revised accounting standards and as a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. We may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of our initial public offering or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1.235 billion in annual revenue, we have more than $700.0 million in market value of our stock held by non-affiliates (and we have been a public company for at least 12 months and have filed one annual report on Form 10-K) or we issue more than $1.0 billion of non-convertible debt securities over a three-year period.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks, which include the effects of adverse changes in commodity prices and counterparty and customer credit risks and interest rate risk as described below. The primary objective of the following information is to provide quantitative and qualitative information about our potential exposure to market risks. The term “market risk” refers to the risk of loss arising from adverse changes in commodity prices and counterparty and customer credit and interest rate risk. The disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses. This forward-looking information provides indicators of how we view and manage our ongoing market risk exposures.

Interest Rate Risks

Our ability to borrow and the rates offered by lenders can be adversely affected by deterioration in the credit markets and/or deterioration of our credit profile rating. We may elect for outstanding borrowings under our credit facilities to accrue interest at a rate based on either the Term SOFR, or the base rate, plus an applicable margin, which exposes us to interest rate risk to the extent we have borrowings outstanding under our credit facilities.

As of September 30, 2025, we had $369.3 million of outstanding borrowings consisting of $20.0 million of revolving credit borrowings and $349.3 million of term loan borrowings. The weighted average interest rate on the borrowings outstanding under our Credit Facilities for the three months ended September 30, 2025 was 7.60% in the case of revolving credit borrowings, and 7.49% in the case of term loan borrowings. The weighted average interest rate for the nine months ended September 30, 2025 was 7.70% in the case of revolving credit borrowings, and 7.62% in the case of term loan borrowings. Assuming no change in the amount outstanding, the impact on interest expense of a 1.0% increase or decrease in the weighted average interest rate would be $3.7 million per year. We do not currently have or intend to enter into any derivative hedge contracts to protect against fluctuations in interest rates applicable to our outstanding indebtedness. See “— Debt Instruments — Credit Facilities.”

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, our principal executive officer and principal financial officer have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Our disclosure controls and procedures are designed to ensure that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and to ensure that the information we are required to disclose in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on such evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of September 30, 2025.

In designing and evaluating our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected.

Internal Control over Financial Reporting

There were no other changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the quarter ended September 30, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 6. Exhibits

Exhibit Number	Description
2.1*#+	Purchase, Sale and Contribution Agreement, dated October 3, 2025, by and among LandBridge Company LLC, DBR Land Holdings LLC, 1918 Ranch & Royalty, LLC and the other parties thereto.
3.1	Certificate of Formation of LandBridge Company LLC (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File No. 333-279893) filed with the SEC on May 31, 2024).
3.2	Amended and Restated Limited Liability Company Agreement of LandBridge Company LLC, dated as of July 1, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-42150) filed with the SEC on July 3, 2024).
10.1*#+	Third Amendment to Credit Agreement, dated October 3, 2025, by and among DBR Land LLC, as borrower, Texas Capital Bank, as administrative agent and letter of credit issuer, the guarantors party therein and the lenders identified therein.
31.1*	Certification of Chief Executive Officer of LandBridge Company LLC pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer of LandBridge Company LLC pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of Chief Executive Officer of LandBridge Company LLC pursuant to 18 U.S.C. § 1350, as adopted pursuant to the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Chief Financial Officer of LandBridge Company LLC pursuant to 18 U.S.C. § 1350, as adopted pursuant to the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.
104*	Cover Page Interactive Data File (embedded within the Inline XBRL document).
*	Filed herewith.
---	---
**	Furnished herewith.
#	Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the U.S. Securities and Exchange Commission on request.
+	Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted information to the U.S. Securities and Exchange Commission or its staff upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		LandBridge Company LLC
Date:	November 12, 2025	By:	/s/ Jason Long
			Jason Long
			Chief Executive Officer

EX-2.1

Exhibit 2.1

Certain identified information in this Exhibit 2.1 (indicated by “[***]”) has been omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K because it is not material and is the type of information that the Company treats as private or confidential.

PURCHASE, SALE AND CONTRIBUTION AGREEMENT

THIS PURCHASE, SALE AND CONTRIBUTION AGREEMENT (this “Agreement”) is dated as of October 3, 2025 (the “Execution Date”), by and among 1918 RANCH & ROYALTY, LLC, a Texas limited liability company (“Contributor”), DBR LAND HOLDINGS LLC, a Delaware limited liability company (“Acquiror”), and LANDBRIDGE COMPANY LLC, a Delaware limited liability company (“Parent” and together with Acquiror, the “LandBridge Parties”) and, solely for the purposes of Section 7.15, the following entities and their respective predecessors in title being referred to herein collectively as “HHH”, HARRISON FAMILY PROPERTIES, LP, a Texas limited partnership, W. O. HARRISON, JR. FAMILY LP, a Texas limited partnership, and KATHRYN N. HARRISON FAMILY LAND, L.P., a Texas limited partnership. Contributor, Acquiror and Parent, and only where the context requires, HHH, are sometimes referred to herein each individually as a “Party” and together as the “Parties.”

RECITALS

• Contributor owns the undivided fee simple surface interests in the acreage described in the attached Exhibit A-1 (the “Fee Land”);
• Contributor owns certain surface use interests in the acreage described in the attached Exhibit A-2 (the “Surface Use Land” and together with the Fee Land, the “Land”) pursuant to the Surface Rights Agreements (as defined below);
• Contributor owns and operates Water Wells (as defined below) and sells Groundwater (as defined below) produced from such Water Wells to third Persons (collectively, the “Water Business”);
• Upon the terms and subject to the conditions set forth in this Agreement, Contributor desires to contribute to Acquiror, and Acquiror desires to accept from Contributor, the Contributed Assets (as defined below), and for Acquiror to assume those certain Assumed Obligations (as defined below) attributable to the Contributed Assets, in exchange for the Equity Consideration (as defined below), all upon the terms and conditions hereafter set forth; and
• Upon the terms and subject to the conditions set forth in this Agreement, Contributor desires to sell and assign to Acquiror, and Acquiror desires to purchase and accept from Contributor, the Purchased Assets (as defined below), and for Acquiror to assume those certain Assumed Obligations attributable to the Purchased Assets, in exchange for the Adjusted Cash Consideration (as defined below), all upon the terms and conditions hereafter set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and of the mutual promises, representations, warranties, covenants, conditions, and agreements contained herein, and for other valuable consideration, the receipt and legal sufficiency of which are acknowledged and confessed, the Parties agree as follows:

• DEFINITIONS AND INTERPRETATION

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• Defined Terms. In addition to the terms defined in the Preamble of this Agreement, for purposes hereof, the capitalized terms used and not otherwise defined herein shall have the meanings set forth in Appendix A. A defined term has its defined meaning throughout this Agreement regardless of whether it appears before or after the place where it is defined, and its other grammatical forms have corresponding meanings.
• References and Rules of Construction. All references in this Agreement to Exhibits, Schedules, Appendices, Articles, Sections, subsections, clauses, and other subdivisions refer to the corresponding Exhibits, Schedules, Appendices, Articles, Sections, subsections, clauses, and other subdivisions of or to this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Exhibits, Schedules, Appendices, Articles, Sections, subsections, clauses, and other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. All references to “$” shall be deemed references to U.S. Dollars. Unless the context requires otherwise, the word “or” is not exclusive. As used herein, the words (a) “day” means calendar day; (b) “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (c) “this Agreement,” “herein,” “hereby,” “hereunder,” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection, clause, or other subdivision unless expressly so limited; (d) “this Article,” “this Section,” “this subsection,” “this clause,” and words of similar import, refer only to the Article, Section, subsection, or clause hereof in which such words occur; and (e) “including” (in its various forms) means including without limitation. Words, terms, and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Exhibits and Schedules referred to herein are attached to this Agreement and by this reference incorporated herein for all purposes. Reference herein to any federal, state, local, or foreign Law shall be deemed to also refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. Except as otherwise specifically provided in this Agreement, any agreement, instrument, or writing defined or referred to herein means such agreement, instrument, or writing, as from time to time amended, supplemented, or modified prior to the Execution Date. Units of time shall refer to calendar days under the Gregorian calendar, and standard time with offsets applied by the applicable local Governmental Body.
• Contribution AND SALE OF ASSETS
• Contribution and Sale. Subject to the terms and conditions of this Agreement, Contributor shall sell, transfer, and convey the Purchased Assets, and shall contribute, transfer, and convey the Contributed Assets, to Acquiror, and Acquiror shall purchase and accept the Assets from Contributor. The closing of the sale and contribution of the Assets shall be effective for all purposes as of the Effective Time (the “Closing”).
• Assets. As used herein, the term “Assets” means, subject to the terms and conditions of this Agreement, and excluding the Excluded Property, all of the following:
• all of the surface estate of the Fee Land, including caliche, sand, gravel and rock, water rights, wind rights, solar rights, and underground pore space, in each case, included as part of the surface estate, together with all proceeds derived from any of the foregoing, including rentals, royalties, and other monies derived from the lease, use, sale, or occupation of any of the foregoing, together with all of Contributor’s right, title and interest in and to any “excess land”, “vacancies”, strips or gores between the Fee Land and abutting properties (for clarity, the Fee Land does not include any Relinquishment Act Lands);

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• any easement agreements, rights-of-way agreements, licenses agreements, surface use rights agreements, management and agency agreements and other agreements in each case granting Contributor rights and appurtenances to the surface of either the Surface Use Land or appertaining to the Fee Land (collectively, the “Surface Rights,” and the agreements granting such rights, the “Surface Rights Agreements”), including (i) with respect to the Fee Land, those Surface Rights Agreements listed on Exhibit B-1; and (ii) with respect to the Surface Use Land, those Surface Rights Agreements listed on Exhibit B-2;
• without limiting subparts (a) and (b) above, all of the Groundwater Rights under the Land and all Groundwater in, on, under or produced from or attributable to the Groundwater Rights under the Land from and after the Closing, together with all proceeds therefrom or from the sale thereof, expressly including all of Contributor’s right, title and interest in and to inventory of Groundwater located on or under Land or otherwise owned directly or indirectly by Contributor as of the Closing, including water in pits, tanks and pipelines or other lines;
• all houses, buildings, structures, and other improvements located on the Land and all related fixtures and equipment, if any (collectively, the “Improvements”);
• all water wells that are located on the Land, including the water wells identified on Exhibit B-3 (collectively, the “Water Wells”);
• all water infrastructure assets, facilities, equipment, machinery, tools, supplies, and other tangible personal property associated, or used or held for use in connection, with the Water Wells, the Groundwater in, on, or under the Land, and/or the Groundwater Rights in and under the Land, including all gathering lines, flow lines, lay flat lines, pipelines, storage facilities, tanks, tubing, pumps, motors, gauges, valves, ponds, pits and other systems, machinery and equipment constituting part of or comprising water gathering systems or related assets (collectively, the “Water Fixtures”), including the Water Fixtures identified on Exhibit B-4;
• to the extent transferable or assignable, all county, state, or other governmental permits, approvals, consents, licenses, certificates, franchises, accreditations, waivers and other authorizations related to the Land, Improvements, Water Wells, Water Fixtures, Groundwater produced from the Land, Groundwater Rights under the Land and/or the Water Business, to the extent applicable, including those required for the ownership or operation of the Assets under Environmental Laws (collectively, “Permits”), including those Permits listed on Exhibit B-5;
• all right, title and interest of Contributor in and to any surface use agreements, surface leases, or other similar contractual agreements that give any third Person a right of access to or use of the Land (collectively, the “Surface Agreements”), including the Surface Agreements listed on Exhibit B-6; and
• all right, title and interest of Contributor in and to all Agreements binding upon Contributor and relating to the ownership or operation of the Land and/or the Water Business, other than the Surface Rights Agreements or the Surface Agreements (collectively, the “Contracts”), including the Contracts described on Exhibit B-7.

Notwithstanding anything to the contrary herein, the term “Assets” shall not include the rights and interest of the surface fee owner(s) or mineral owner(s) of the Surface Use Land.

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Notwithstanding anything to the contrary herein, the Assets do not include, and there is hereby expressly excepted and reserved therefrom and reserved to Contributor, all of Contributor’s right, title and interest in and to the Excluded Property.

• Permitted Encumbrances. Contributor shall convey the Assets free and clear of all liens (other than the Existing Mechanic’s Lien), claims, restrictions, encroachments, tenancies, leases, and any other encumbrances (“Encumbrances”), except for the Permitted Encumbrances.

• Consideration

• Consideration.

• As consideration for Contributor’s sale and contribution of the Assets to Acquiror, Acquiror shall deliver the following consideration to Contributor:

• in consideration for the sale of the Purchased Assets, immediately available funds in the amount of Two Hundred Eight Million Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three and 25/100 Dollars ($208,333,333.25 USD) (the “Unadjusted Cash Consideration”);

• in consideration for the contribution of the Contributed Assets:

• the issuance to Contributor by Acquiror of a number of Acquiror Units (as defined below) (rounded up to the nearest whole Acquiror Unit) equal to the quotient obtained by dividing (y) Forty-One Million Six Hundred Sixty-Six Thousand Six Hundred Sixth-Six and 75/100 Dollars ($41,666,666.75 USD), by (z) the VWAP for one Class A Share on the New York Stock Exchange for the ten consecutive Trading Days (the “Ten Day VWAP”) ending on and including the second Trading Day immediately preceding the Closing Date (such quotient, the “Per Unit Price”), in units representing limited liability company interests in Acquiror (such units, “Acquiror Units” and such consideration the “Acquiror Unit Consideration”); and

• the transfer to Contributor by Acquiror of a number of Class B shares representing limited liability company interests of Parent (“Class B Shares” and, together with the Acquiror Units, the “Equity Consideration”) equal to the number of Acquiror Units being issued in respect of the Acquiror Unit Consideration (the Equity Consideration together with the Unadjusted Cash Consideration, the “Unadjusted Consideration”).

The Unadjusted Consideration shall be subject to adjustment pursuant to Section 3.2. Immediately prior to the transactions described in this Section 3.1(a), Parent shall issue to Acquiror for delivery by Acquiror to Contributor pursuant to Section 3.1(a)(ii)(B) a number of Class B Shares equal to the aggregate number of Acquiror Units to be transferred to Contributor pursuant to Section 3.1(a)(ii)(A). All such Equity Consideration shall contain or be subject to the standard private placement legend applicable to equity consideration that is issued pursuant to an exemption from the registration requirements under the Securities Act (the “Private Placement Legend”) on the books and records of the Transfer Agent and Acquiror, as applicable.

• On or before three (3) Business Days following the Execution Date, Acquiror will deposit [***] with the Title Company as an earnest money deposit (the “Deposit”). If Acquiror fails to timely make the Deposit with the Title Company, then Acquiror shall be in default and, at Contributor’s election, this Agreement shall be of no further force or effect. The Deposit shall be held in escrow and

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• delivered by the Title Company in accordance with the provisions of this Agreement. The Deposit shall be invested by the Title Company in an interest-bearing account through a bank or other financial institution in the United States selected by Acquiror and reasonably acceptable to Contributor and the Title Company (hereafter, all references in this Agreement to the Deposit shall include the amount deposited by Acquiror with the Title Company pursuant to this Section 3.1(b) together with all interest accrued thereon), and shall be delivered by the Title Company as provided below. A portion of the Deposit in the amount of [***] (“Independent Contract Consideration”) will be non-refundable and will be distributed to Contributor upon any termination of this Agreement as independent consideration for Contributor’s performance under this Agreement.
• Adjustments to Consideration.
• The Parties agree that, for purposes of calculating the number of Acquiror Units and Class B Shares comprising the Equity Consideration, the Acquiror Units were valued at the Per Unit Price and the Class B Shares were valued at [***]. Any fractional Acquiror Units or Class B Shares resulting from this Agreement shall be rounded [***] to the nearest whole Acquiror Unit or Class B Share, as applicable.
• The Unadjusted Consideration shall be adjusted (i) downward at Closing (without duplication) by adjusting the Unadjusted Cash Consideration for (1) the amount of Asset Taxes allocated to Contributor pursuant to Section 12.2(a) that are unpaid as of the Closing Date; and (2) any other amount provided for elsewhere in this Agreement or otherwise agreed upon in writing by the Parties as a downward adjustment to the Unadjusted Consideration, and (ii) upward at Closing (without duplication) by adjusting the Unadjusted Cash Consideration for (1) the amount of Asset Taxes allocated to Acquiror pursuant to Section 12.2(a) that have been paid by Contributor as of the Closing Date; and (2) any other amount provided for elsewhere in this Agreement or otherwise agreed upon in writing by the Parties as an upward adjustment to the Unadjusted Consideration, with the cash consideration resulting from such adjustments (including any adjustment pursuant to Section 4.3) being the “Adjusted Cash Consideration” and, together with the Equity Consideration, the “Adjusted Consideration.”
• Allocation of Property Costs and Revenues.
• Acquiror shall be entitled to all income, proceeds, revenue, receipts, and credits earned with respect to the Assets from and after the Effective Time, and shall be responsible for (and entitled to any refunds with respect to) all Property Costs attributable to periods from and after the Effective Time.
• Contributor shall be entitled to all income, proceeds, revenue, receipts, and credits earned with respect to the Assets prior to the Effective Time, and shall be responsible for (and entitled to any refunds with respect to) all Property Costs attributable to periods prior to the Effective Time. Contributor shall, within ten (10) Business Days following the Closing, notify each applicable tenant, lessee, contractor, supplier, vendor, service provider or other applicable third Person that provides or receives services with respect to or generates revenue to, or is owed income from, the owner of the applicable Assets of the transfer of (i) ownership of the Assets, (ii) the right to receive all income, proceeds, revenue, receipts, and credits earned with respect to the Assets and (iii) responsibility for (and entitlement to any refunds with respect to) all Property Costs attributable to periods from and after the Effective Time, in each case, from Contributor to Acquiror as of the Effective Time.
• Should Acquiror receive after the Effective Time any proceeds, income, or other amounts to which Contributor is entitled under Section 3.3(b), Acquiror shall remit the same to Contributor on or before the fifteenth (15th) day following the last day of the month during which such amounts were received. If, after the Effective Time, Contributor or any of its Affiliates receives any proceeds, income or

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• other amounts with respect to the Assets to which Acquiror is entitled pursuant to Section 3.3(a), Contributor shall, or shall cause such Affiliate to, remit the same to Acquiror on or before the fifteenth (15th) day following the last day of the month during which such amounts were received.
• Should Acquiror or any of its Affiliates pay or become liable to pay or economically bear after the Effective Time any Property Costs for which Contributor is responsible under Section 3.3(b), (i) Acquiror shall aggregate all such Property Costs and invoice Contributor on or before the fifteenth (15th) day of the month following the month in which Acquiror paid such Property Costs and (ii) Contributor shall reimburse Acquiror within thirty (30) days after receipt of an invoice with respect to such undisputed Property Costs, accompanied by copies of the relevant vendor or other invoice and proof of payment. Should Contributor or any of its Affiliates pay or economically bear after the Effective Time any Property Costs for which Acquiror is responsible under Section 3.3(a), (x) Contributor shall aggregate all such Property Costs and invoice Acquiror on or before the fifteenth (15th) day of the month following the month in which Contributor paid such Property Costs and (y) Acquiror shall reimburse Contributor within thirty (30) days after receipt of an invoice with respect to such undisputed costs, accompanied by copies of the relevant vendor or other invoice and proof of payment.
• After Closing, each Party shall be entitled to participate in all joint interest audits and other audits of Property Costs for which such Party is entirely or in part responsible under the terms of this Section 3.3.
• Withholding. Acquiror and its Affiliates shall be entitled to deduct and withhold from any consideration otherwise payable or deliverable to Contributor pursuant to this Agreement such amounts as may be required to be deducted or withheld therefrom under the Code or pursuant to any other applicable Law, and all such withheld amounts shall be treated for all purposes of this Agreement as having been paid to Contributor in respect of which such deduction and withholding was made; provided, that other than with respect to withholding Taxes owed as a result of the failure of Contributor to deliver the form described in Section 9.2(h), Acquiror will, prior to any deduction or withholding, notify Contributor of any anticipated withholding. Any amounts withheld pursuant to this Section 3.4 shall be timely paid over to the appropriate Governmental Body.

Title Commitment, SURVEY; ACCESS RIGHTS; ENVIRONMENTAL DEFECTS; DISCLAIMER AND RELEASE

• Title Commitment; Survey.
• [***] shall use commercially reasonable efforts to cause the Title Company (or such other party as identified below) to deliver the following to the Parties on or before [***] days after the Execution Date:
• One or more Texas Form T-7 Commitment(s) for an Owner’s Policy of Title Insurance covering Contributor’s undivided fee simple interest in the Fee Land and all right, title and interest of Contributor in and to the Surface Use Land issued by the Title Company (whether one or more, the “Title Commitment”);
• Legible copies of all documents referred to in the Title Commitment, including plats, reservations, restrictions, and easements; and
• UCC search of Contributor in Loving, Reeves, Ward, and Winkler Counties, Texas, and with the Texas Secretary of State.

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• [***], at [***] expense, shall use commercially reasonable efforts to obtain within [***] days after the Execution Date a new boundary survey (“Survey”). All costs and expenses associated with securing the Survey shall be [***] sole cost and expense.
• All costs and expenses associated with securing the Title Commitment, and the base Owner’s Policy of Title Insurance related thereto (but excluding, for the avoidance of doubt, expenses incurred in connection with curing any Objections), in connection with the transactions contemplated by this Agreement shall be [***]; provided, however, [***] shall be solely responsible for any premiums incurred in excess of the base premium for the Owner’s Policy related to extended coverage, endorsements or modification(s) to such Owner’s Policy and other costs, expenses and fees related thereto, including recording fees, escrow fees, and title company fees and expenses (but excluding, for the avoidance of doubt, expenses incurred in connection with curing any Objections, which shall be borne by [***]). Acquiror shall give Contributor written notice (email being sufficient) of any objections to the Encumbrances (excluding Permitted Encumbrances) listed in the Title Commitment and/or shown on the Survey (“Objections”) within [***] days after the later to occur of the day on which Acquiror has received (i) the Title Commitment and legible copies of all of the encumbrance documents listed in the Title Commitment, and (ii) the Survey referencing the Title Commitment (the “Title and Survey Review Period”); provided that Acquiror shall not be required to include any Must-Cure Items in the Objection and Contributor shall be obligated to cure any Must-Cure Items. If Acquiror does not timely give notice of such Objections, Acquiror will be deemed to have waived such Objections (excluding, all Must-Cure Items), which will be deemed Permitted Encumbrances with respect to the Assets affected thereby.
• If Acquiror timely gives notice of its Objections, then Contributor [***], at its sole cost and expense: (i) cure such Objections; (ii) cause the Title Commitment and/or Survey to be amended to reflect such cured matters; and (iii) give Acquiror a written response concerning such Objections, in all cases, within [***] Business Days after receiving the Objections from Acquiror (such period of time, the “Cure Period”). Contributor shall keep Acquiror informed regarding its efforts to cure any Objection, and Contributor shall promptly (and in any event within [***] Business Days) inform Acquiror in writing of the curing of any Objection (which writing shall include true and correct copies of the relevant documents establishing that such Objection has been cured). If Contributor has not cured the applicable Objections [***] or does not respond during the applicable Cure Period, then Acquiror is entitled, as its sole and exclusive remedy, either:
• to terminate this Agreement by written notice (email being sufficient) to Contributor and Title Company at any time within five (5) days after [***] the expiration of the Cure Period; and upon termination pursuant to this Section 4.1(d)(iii)(1), Title Company shall return the Deposit (less the Independent Contract Consideration) to Acquiror, and thereafter, except for obligations that accrued prior to the effective date of termination or that expressly survive the termination of this Agreement, neither Party will have any further rights or obligations under this Agreement; or
• to waive the applicable uncured Objections and consummate the sale and contribution of the Assets, subject to such uncured Objections, which uncured Objections will be deemed to be Permitted Encumbrances with respect to the applicable Assets, as the case may be.

If Contributor has commenced curing the Objections and is diligently prosecuting the same, as determined by Acquiror in its commercially reasonable discretion, the Cure Period may be extended for an amount of time reasonably necessary for Contributor to cure the same, but no longer than an additional [***] days, by Acquiror giving written notice (email being sufficient) to Contributor and Title Company of the extension of the Cure Period. If Contributor has not cured the Objections during the extended Cure Period, then Acquiror may elect either of the options in Section 4.1(d)(iii)(1) or Section 4.1(d)(iii)(2) above following the extended Cure Period.

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• Notwithstanding the foregoing, if any adverse matter that is not a Permitted Encumbrance or is not a matter caused by Acquiror and of which Acquiror did not already have Knowledge is first disclosed by an updated Title Commitment or an updated Survey received by Acquiror after the expiration of the Title and Survey Review Period (“New Title Matter”), Acquiror shall have the right within [***] Business Days following its receipt of the applicable updated Title Commitment or Survey, to give written notice to Contributor of Acquiror’s objections to the New Title Matter. If Acquiror timely objects to a New Title Matter and Contributor is unable [***] to cure Acquiror’s objection by the Closing Date, Acquiror shall have the right to either of the options in Section 4.1(d)(iii)(1) or Section 4.1(d)(iii)(2) above. As used in this Section 4.1(e), Acquiror’s Knowledge is limited to the actual knowledge of [***] and [***].
• Upon Contributor’s and Acquiror’s written approval of the legal description of the Land that was prepared as part of the Title Commitment and Survey, such legal description shall be substituted as the new legal description in the applicable exhibits to this Agreement and shall be used in all of the documents set forth in this Agreement that require a legal description of the Land.
• Access Rights. During the Interim Period, Acquiror may review the Deliverables and enter onto the Land for the purpose of performing non-invasive and non-destructive inspections and feasibility studies of the Land and the Assets located on the Land at Acquiror’s sole risk and expense (“Inspection Rights”). At Contributor’s request, Acquiror shall provide Contributor with a copy of the reports of any inspections and studies performed by or on behalf of Acquiror to the extent Acquiror has the right to do so without additional cost to Acquiror; provided, however, if any costs is associated with making the reports available to Contributor, Contributor may pay such reasonable cots to obtain any report. During the Interim Period, Acquiror may continue to exercise its Inspection Rights, including the right to perform non-invasive and non-destructive inspections of the Land and the other items comprising the Assets located on the Land and to conduct non-invasive and non-destructive feasibility studies regarding Acquiror’s intended use of the Assets. Such inspections and investigations may include physical inspections of all Improvements, Water Wells, fixtures (including all Water Fixtures), water testing, environmental tests and investigations (including the preparation of a report based on an environmental site assessment of the Land performed pursuant to the American Society for Testing and Materials ASTM-1527-13 or -21, and any similar visual environmental assessment or environmental regulatory compliance review (such environmental assessment, a “Phase I” inspection), and review of other documents in Contributor’s possession, custody or control related to the condition of the Assets; provided that such inspections shall not include invasive or destructive inspection or sampling of soils, water, air or other materials, including construction materials, for analytical testing (such additional environmental inspection, a “Phase II” inspection), either as part of the Phase I inspection or any other inspection, without the prior written consent of Contributor, which may be withheld in its sole and absolute discretion. If consented to by Contributor, the proposed scope and methodology of work and the party who will perform the work shall be subject to Contributor’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. Contributor shall use commercially reasonable efforts to ensure that Acquiror and its Representatives have the right of reasonable entry onto the Land for purposes of these inspections, tests, and examinations, provided that all such entries upon the Land shall be at reasonable times during normal business hours and shall be permitted only upon at least two (2) Business Days’ prior notice to Contributor. At Contributor or Contributor’s Representatives’ sole risk and expense, Contributor or Contributor’s Representatives shall have the right to accompany Acquiror and Acquiror’s Representatives during any activities performed by Acquiror on the Land. Acquiror shall use commercially reasonable efforts not to materially interfere with, interrupt, or disrupt the normal operations on the Land and will not permit any mechanic’s or materialman’s liens or any other liens to attach thereto by reason of the performance of Acquiror’s review. Any entry of Acquiror or Acquiror’s Representatives into the Land prior to Closing is at the sole risk of Acquiror and Acquiror’s Representatives. If Contributor denies Acquiror’s request for a Phase II inspection, in whole or in part, Acquiror shall nevertheless have the right to submit an

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• Environmental Condition Notice pursuant to Section 4.3(a), and the lack of such Phase II inspection shall not be the sole basis for disputing or rejecting such Environmental Condition pursuant to Section 4.3. Acquiror, on its own behalf and on behalf of the Acquiror Group, (i) WAIVES AND RELEASES all claims against the Contributor Group arising from any entry of Acquiror or its Representatives onto the Land prior to Closing and (ii) agrees to INDEMNIFY, DEFEND AND HOLD HARMLESS each member of the Contributor Group from and against any and all Damages of any kind or nature whatsoever, including mechanic’s and materialmens’ liens and Contributor Group’s attorneys’ fees, including those attributable to personal injury, death, or physical property damage, or violation of the Contributor Group’s or any third party operator’s reasonable rules, regulations, or operating policies, arising out of, resulting from, or connected with Acquiror’s inspections or examinations of the Assets, including any work done, labor performed or materials furnished concerning the Assets on behalf of Acquiror prior to Closing, EVEN IF SUCH DAMAGES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT, OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY, OR OTHER FAULT BY THE CONTRIBUTOR GROUP, excepting, in all instances, if caused by the fraud, gross negligence, or willful misconduct of any member of the Contributor Group or any defects or preexisting conditions, including Environmental Conditions, discovered or uncovered by Acquiror or Acquiror’s Representatives during such inspection or examination. Before any such entry, Acquiror shall provide Contributor with a certificate of insurance or other evidence satisfactory to Contributor confirming that Acquiror and Acquiror’s Representatives, as applicable, have obtained and paid for a commercial general liability insurance policy naming Contributor as an additional insured providing insurance limits and coverage of at least $1,000,000 per occurrence. The provisions of this Section 4.2 shall survive indefinitely any Closing or termination of this Agreement and shall not be merged into the Transaction Documents.
• Environmental Defects.
• If, during the Interim Period, Acquiror discovers any violations, noncompliance, remediation obligations or other liabilities that would be incurred by Contributor (or at or after Closing, assumed, suffered or incurred by Acquiror) under Environmental Laws relating to the ownership or operation of the Assets (other than residual amounts of oil, gas and other produced hydrocarbons which may be present in the soil on the Lands at concentrations below regulatory cleanup thresholds incidental to oil and gas production activities on the Land, including through produced water, that would not require remediation pursuant to Environmental Laws) (each, an “Environmental Condition”), then Acquiror may deliver to Contributor on or prior to the expiration of the [***] day period following Acquiror’s receipt of Phase I (or similar) environmental site assessment reports regarding the Land, a written notice with respect to such Environmental Condition that includes (i) a reasonable description of the matter constituting the alleged Environmental Condition, together with any report identifying or documenting such alleged Environmental Condition, (ii) Acquiror’s good faith estimate of the Remediation Amount (as defined below) with respect to such Environmental Condition and (iii) all available supporting documents relied upon by Acquiror in making such assertion (each an “Environmental Condition Notice”). Contributor shall be entitled to cure or remediate any such asserted Environmental Condition prior to Closing. At Closing, with respect to each Environmental Condition for which Contributor has not cured or remediated, or only partially cured or remediated, on or before Closing, the following shall apply: (i) if the aggregate amount of all the estimated costs and expenses to remediate each Environmental Condition based upon the most cost-effective remediation required or allowed to bring the Assets into compliance with applicable Environmental Laws (such amount, the “Remediation Amount”) is less than or equal to [***] (the “Environmental Deductible”), the Agreement shall remain in full force and effect, and Acquiror shall take title to the Assets subject to such Environmental Conditions and without reduction of the Unadjusted Cash Consideration, and (ii) if the aggregate Remediation Amount for all Environmental Conditions is in excess of the Environmental Deductible, then, only to the extent the aggregate Remediation Amount exceeds the Environmental Deductible, Acquiror shall be entitled to a corresponding reduction to the Unadjusted Cash Consideration; provided that if the aggregate Remediation Amount would result in a reduction to the

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• Unadjusted Cash Consideration in excess of [***] (the “Environmental Termination Threshold”), Acquiror or Contributor may elect, each in its sole discretion, to terminate this Agreement before Closing, at which point the provisions of Section 10.1 and Section 10.2 shall apply.
• The Parties will attempt in good faith to agree on matters regarding: (i) all Environmental Conditions and the associated Remediation Amounts, and (ii) the adequacy of any curative or remedial action taken by Contributor to cure or remediate any alleged Environmental Condition (the “Disputed Environmental Matters”) prior to Closing. If the Parties are unable to agree prior to Closing, then the Disputed Environmental Matters will be exclusively and finally resolved pursuant to this Section 4.3. For any Disputed Environmental Matters not resolved by Closing, the Unadjusted Cash Consideration shall be decreased at Closing by the Remediation Amount asserted in good faith by Acquiror (after giving effect to any partial cure or remediation thereof agreed to by the Parties).
• If the parties are unable to agree as to the matters set forth in Section 4.3(b), a single environmental arbitrator, who must be an environmental attorney licensed in Texas with at least 10 years’ experience in oil and gas environmental matters involving properties in the State of Texas and may not be a current or former Representative of any Party or its Affiliates or a Person that has previously performed (or is a part of a firm that has previously performed) work for any Party or its Affiliates and does not otherwise have any financial interest in the Disputed Environmental Matter (the “Environmental Arbitrator”), will be selected by mutual agreement of the Parties no later than two (2) Business Days after Closing, or, absent such agreement, by the Midland, Texas, office of the American Arbitration Association.
• The arbitration proceeding will be held in Midland, Texas, and will be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms and conditions of this Section 4.3.
• Each Party shall submit to the Environmental Arbitrator, with simultaneous copy to the other Party, such Party’s proposed resolution of the Disputed Environmental Matter no later than two (2) Business Days after the appointment of the Environmental Arbitrator.
• The Environmental Arbitrator shall make its determination no later than ten (10) Business Days after submission of the Disputed Environmental Matters. The Environmental Arbitrator’s determination will include its rationale and reasoning in respect of each Disputed Environmental Matter considered. The Environmental Arbitrator’s determination will be final and binding upon the Parties, without right of appeal. In making its determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 4.3 and, subject to the foregoing, may consider such other matters as, in the opinion of the Environmental Arbitrator, are reasonably necessary to make a proper determination.
• If the Environmental Arbitrator’s determination of the Remediation Amount is greater than the Remediation Amount retained by Acquiror pursuant to Section 4.3(b), then Contributor shall promptly, and in any event within three (3) Business Days following such determination, pay the amount of such difference in cash to Acquiror by wire transfer of immediately available funds to an account designated in writing by Acquiror. If, on the other hand, the Environmental Arbitrator’s determination of the Remediation Amount is less than the Remediation Amount retained by Acquiror pursuant to Section 4.3(b), then Acquiror shall promptly, and in any event within three (3) Business Days following such determination, pay the amount of such difference in cash to Contributor by wire transfer of immediately available funds to an account designated in writing by Contributor. For the avoidance of doubt, this Section 4.3(g) shall be applied only to determinations made by the Environmental Arbitrator after the Closing and the amount of any Remediation Amount determined by the Environmental Arbitrator prior to the Closing shall be fully accounted for in the calculation of the Adjusted Cash Consideration.

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• The Environmental Arbitrator will act as an expert for the limited purpose of determining the specific Disputed Environmental Matter submitted by a Party and may not award damages, interest or penalties to either Party with respect to any matter.
• Each Party will bear its own legal fees and other costs of presenting its case to the Environmental Arbitrator. Contributor and Acquiror will each bear one-half of the costs and expenses of the Environmental Arbitrator.
• The Closing shall not be delayed on account of any environmental dispute resolution conducted pursuant to this Section 4.3, save and except for a dispute in which Acquiror or Contributor asserts that the Environmental Termination Threshold has been exceeded.
• Disclaimer. To the maximum extent permitted by applicable laws, and except for Contributor’s express representations, covenants and warranties in this Agreement and the Transaction Documents and any certificate delivered by Contributor pursuant to this Agreement (collectively, the “Exclusions”), this sale and contribution is made and will be made without representation, covenant or warranty of any kind (whether express, implied, to the maximum extent permitted by applicable laws, or statutory) by Contributor. As a material part of the consideration for this Agreement, subject to Acquiror’s rights pursuant to Section 4.3 and right to indemnification set forth in Section 11.2(b), Acquiror agrees to accept the Assets at Closing on an “AS-IS” and “WHERE-IS” basis, WITH ALL FAULTS, and without any representation or warranty, all of which Contributor hereby disclaims, except for the Exclusions. Except for the Exclusions, no warranty or representation is made by Contributor as to fitness for any particular purpose, merchantability, design, quality, condition, operation or income, compliance with drawings or specifications, absence of defects, absence of Hazardous Substances, absence of faults, flooding, or compliance with Laws, including Environmental Laws. Acquiror acknowledges that Acquiror has entered into this Agreement with the intention of making and relying upon its own investigation of the physical, environmental, economic use, compliance, and legal condition of the Assets and that, other than the Exclusions, Acquiror is not now relying, and will not later rely, upon any representations and warranties made by Contributor or anyone acting or claiming to act, by, through or under Contributor or on Contributor’s behalf concerning the Assets. From and after Closing, except in the case of fraud and subject to the rights of Acquiror pursuant to Section 4.3 and Section 11.2(b) with respect to the Exclusions and Retained Liabilities, Acquiror, on behalf of itself and its successors and assigns, RELEASES AND FOREVER DISCHARGES Contributor Group from and against any Damages arising out of or connected with the environmental condition of the Assets (including any contamination in, on, under or adjacent to the Assets by any Hazardous Substances) and Acquiror assumes the risk that adverse physical and environmental conditions may not have been revealed by its investigation. The provisions of this Section 4.4 shall survive indefinitely any Closing or termination of this Agreement and shall not be merged into the Transaction Documents.

REPRESENTATIONS AND WARRANTIES OF Contributor

• Generally.
• Any representation or warranty qualified to the “knowledge of Contributor” or “to Contributor’s knowledge” or with any similar knowledge qualification is limited to matters within the Knowledge of [***] and [***]. As used herein, the term “Knowledge” means actual knowledge without duty of inquiry.
• Contributor represents and warrants to Acquiror the matters set forth in Section 5.2 through Section 5.27 as of both the Execution Date and the Closing Date, unless otherwise noted.

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• Existence and Qualification. Contributor is validly existing and in good standing under the laws of the State of Texas and duly qualified to do business in the State of Texas. Contributor has the requisite power to enter into and perform this Agreement and consummate the transactions contemplated by this Agreement.
• Authorization and Enforceability. The execution, delivery, and performance of this Agreement and all Transaction Documents required to be executed and delivered by Contributor on the Closing Date, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of Contributor. This Agreement has been duly executed and delivered by Contributor (and all Transaction Documents required to be executed and delivered by Contributor on the Closing Date shall be duly executed and delivered by Contributor as of the Effective Time), and this Agreement and such Transaction Documents constitute, or shall constitute as of the Effective Time, as applicable, valid and binding obligations of Contributor, enforceable against Contributor in accordance with their terms except as such enforceability may be limited by applicable bankruptcy or other similar Laws affecting the rights and remedies of creditors generally as well as by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
• OFAC. Neither Contributor nor any of its Affiliates, nor any of their respective partners, members, shareholders or other equity owners, nor any of their respective employees, officers, directors, Representatives, or agents, is a person or entity with whom United States persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control of the Department of the Treasury (“OFAC”) (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other action by a Governmental Body.
• No Conflicts. Assuming receipt of the all consents listed on Schedule 5.9 and the expiration of the waiting period under the HSR Act, the execution, delivery, and performance of this Agreement and all Transaction Documents required to be executed and delivered by Contributor on the Closing Date, and the consummation of the transactions contemplated hereby and thereby, will not (a) violate any provision of the Organizational Documents of Contributor, (b) conflict with, or result in (with or without notice or lapse of time or both) any violation of, or default under, or give rise to a right of termination, acceleration, cancellation or modification (with or without notice or lapse of time or both) or give rise to the loss of a material benefit under, or trigger any transfer or “change of control” related right under any of the terms, conditions or provisions of any Contract to which Contributor is a party or by which any of the Assets are bound or affected, (c) violate any judgment, order, ruling, or decree applicable to Contributor or any of the Assets, (d) violate any Laws applicable to Contributor or any of the Assets, or (e) result in the creation or imposition of any lien, restriction or Encumbrance on any of the Assets, except for any Permitted Encumbrances.
• Brokers’ Fees. Acquiror will not, directly or indirectly, have any responsibility, liability, or expense, as a result of undertakings or agreements of Contributor or any of its Affiliates, for brokerage fees, finder’s fees, agent’s commissions, or other similar forms of compensation in connection with this Agreement or any agreement or transaction contemplated hereby.
• Litigation. Except as set forth in Schedule 5.7, there are no actions, suits, demands, investigations or proceedings pending, or to Contributor’s Knowledge threatened in writing before any Governmental Body or arbitrator (a) with respect to the Assets or (b) that are reasonably likely to materially impair Contributor’s ability to perform its obligations under this Agreement or any Transaction Document or prohibit, enjoin, impair, or restrain the transactions contemplated by this

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• Agreement. Except as set forth on Schedule 5.7, there are no pending condemnation or eminent domain proceedings affecting any of the Assets or, to Contributor’s Knowledge, no such proceedings have been threatened in writing by any Governmental Body.
• Title; No Liens. Excluding the Land to which Acquiror’s ownership is insured by the Title Policy at Closing, (a) Contributor has Defensible Title to each item comprising the physical Assets and (b) the title of Contributor transferred to Acquiror hereunder with respect to the physical Assets will be Defensible Title. The Assets are free and clear of all Encumbrances other than the Permitted Encumbrances. There are no security interests, pledges, charges or similar Encumbrances of any kind or character (other than Permitted Encumbrances) pending or, to Contributor’s Knowledge, threatened in writing with respect to any of the Assets. Except as set forth in Schedule 5.8, no work or materials have been furnished with respect to the Assets that would reasonably be expected to give rise to mechanic’s, materialman’s, or other liens against any of the Assets, other than any work or materials for which Acquiror has given its prior written consent pursuant to Section 7.1.
• Consents, Approvals, or Waivers. Except as set forth in Schedule 5.9 or as required under the HSR Act, Contributor’s execution, delivery, and performance of this Agreement (and any Transaction Document required to be executed and delivered by Contributor on the Closing Date) is not and will not be subject to any consent, approval, or waiver from (i) any Governmental Body, (ii) any third Person under a Material Contract or (iii) to Contributor’s Knowledge, any other third Person, except consents and approvals of assignments by Governmental Bodies that are customarily obtained after closing.
• Taxes and Assessments.
• All Asset Taxes that have become due and payable have been duly and timely paid.
• All Tax Returns with respect to Asset Taxes that are required to be filed have been duly and timely filed (taking into account extensions of time for filing), and all such Tax Returns are true, correct and complete in all material respects.
• All withholding Tax requirements imposed on the ownership or operation of the Assets or with respect to the Water Business have been satisfied in full.
• There are no outstanding waivers of any limitation period, or agreements providing for an extension of time (other than one obtained in the ordinary course of business and that does not result in the imposition of a penalty), for filing any Tax Return with respect to Asset Taxes or the assessment, payment, or collection of any Asset Tax.
• No claim has been made in the last three (3) years by a Governmental Body in a jurisdiction in which Contributor does not file a Tax Return that Contributor is or may be subject to taxation by that jurisdiction.
• There are no liens or Encumbrances for Taxes on any of the Assets other than Permitted Encumbrances, and there are no liabilities for Taxes that are delinquent and can attach to any of the Assets under applicable Law or otherwise result in liability to Acquiror as a transferee or successor.
• No Tax Proceeding (including a claim for refund) with respect to the Asset Taxes is now in progress, pending, or (to Contributor’s Knowledge) threatened in writing, and Contributor has not received notice of any threatened, pending, or outstanding claim from any Governmental Body for any unpaid Taxes.

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• To Contributor’s Knowledge, all of the Land has been properly listed and described on the property Tax rolls for all periods prior to and including the Closing Date and (to Contributor’s Knowledge) no portion of the Assets constitutes omitted property for property Tax purposes.
• No Asset (i) constitutes “tax-exempt use property” within the meaning of Section 168(h) of the Code, (ii) is “tax-exempt bond financed property” within the meaning of Section 168(g) of the Code or property described in Section 168(g)(1)(D) of the Code, (iii) secures any debt the interest of which is tax-exempt under Section 103(a) of the Code, or (iv) is subject to a “467 rental agreement” as defined in Section 467 of the Code.
• Other than with respect to Contributor, none of the Assets are subject to any tax partnership agreement or are otherwise treated, or required to be treated, as held in an arrangement requiring a partnership Income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code.
• Contributor is not a “foreign person” (as that term is defined in Section 1445 of the Code).
• Except under a Surface Agreement or Surface Rights Agreement, Contributor is not responsible for Asset Taxes relating to the Assets of any Person, including any Affiliate, by reason of a contract, assumption, transferee or successor liability, operation of applicable Law (including (i) by reason of being a member or shareholder of an affiliated, combined, consolidated, unitary, or similar group, or (ii) as a result of any Tax sharing, Tax indemnity, Tax allocation, or other Tax agreement), or otherwise.
• Compliance with Laws; Permits.
• The Assets have been owned and operated by Contributor and, to Contributor’s Knowledge, Contributor’s immediate predecessors, in material compliance with all applicable Laws (other than Environmental Laws, which are addressed in Section 5.15, and Taxes, which are exclusively addressed in Section 5.10), except for prior instances of non-compliance that have been fully and finally resolved to the satisfaction of all Governmental Bodies having jurisdiction over such matters, as evidenced in writing by such applicable Governmental Body, and with respect to which there is no ongoing liability, obligation, restriction or limitation. Contributor has not received any notice of a violation of or a default, and to Contributor’s Knowledge no circumstances exist which, with due notice or lapse of time or both, could reasonably be expected to result in a notice of a violation of or a default, with respect to any Law or any decision, ruling, order, or award of any Governmental Body or arbitrator applicable to the Assets.
• All of the Permits are set forth on Exhibit B-5. The Assets have been operated in material compliance with all terms and conditions of such Permits, and all such Permits are in full force and effect. Further, there are no actions, suits or proceedings pending or threatened in writing that seek the revocation, cancellation, suspension or adverse modification of any Permit.
• Parties in Possession. Other than Contributor and the counterparties under the Surface Agreements and Surface Rights Agreements, (i) there are no third Persons in possession of any of the Assets, or any part thereof, and (ii) no Person has been granted any license, lease, easement or other right relating to the use or possession of the Assets, including the Groundwater Rights, in each case of (i) and (ii), except those specifically identified as a Permitted Encumbrance. Other than as provided under the Surface Agreements or this Agreement, Contributor has not granted any right, title or interest in or to the Assets to any third Person. Except as set forth in Schedule 5.7, there are no (a) pending or, to Contributor’s Knowledge, threatened proceedings to condemn, take, or demolish any of the Assets or (b) pending foreclosures of any liens or security interests encumbering the Assets or any part thereof.

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• Contracts; Surface Agreements; Surface Rights Agreements.
• The Material Contracts are valid, binding and in full force and effect, and except as set forth in Schedule 5.13, neither Contributor nor, to Contributor’s Knowledge, the counterparty to such Material Contracts is/are in breach thereof or has communicated its intent in writing to cancel, modify, accelerate or terminate such Material Contracts or any of the terms thereof, and there are no (i) claims of default under such Material Contracts pending or to the Knowledge of Contributor threatened in writing against Contributor or (ii) to Contributor’s Knowledge, events that, with or without notice or passage of time or both, would result in a default thereunder.
• The Assets have been operated in material compliance with the terms and conditions of the Material Contracts.
• Schedule 5.13 contains a complete list of all material Contracts, Surface Agreements and Surface Rights Agreements (collectively, the “Material Contracts”) that are binding upon or which could result in liens or Encumbrances upon the Assets at Closing, true, correct and complete copies of which (including any and all amendments and supplements thereto) have been provided to Acquiror prior to the Execution Date. Contributor has not sold or assigned any rights under the Material Contracts to any third Person (including a “buy-in” of any payment obligation by the counterparty to such Material Contract). Contributor is not currently participating in any active discussions or negotiations regarding modification of or amendment to any Material Contract. Except as set forth on Schedule 5.13, to the Knowledge of Contributor, there are no material Contracts, Surface Agreements, Surface Rights Agreements or other arrangements, written or verbal, that are or will be binding on the Assets or Acquiror following the Closing Date.
• Consents and Preferential Rights.
• Except as set forth in Schedule 5.14(a) and in the Title Commitment, none of the Assets, or any portion thereof, are subject to any Preferential Right, Specified Consent Requirement, tag-along rights or drag-along rights that may be applicable to the transactions contemplated by this Agreement and/or that would prohibit or otherwise affect the transfer and conveyance of the Assets to Acquiror (or, at the direction of Acquiror, a Subsidiary of Acquiror) at Closing, in each case, under any (i) Material Contract or (ii) to Contributor’s Knowledge, any other Contract, Surface Agreement or Surface Rights Agreement. Contributor has not received notice from any third Person that such Person intends to exercise any Preferential Right applicable to any of the Assets or not provide any Specified Consent Requirement applicable to any of the Assets.
• Except as set forth in Schedule 5.14(b) or in the Title Commitment, no consent or fee is required pursuant to any Material Contract, or, to Contributor’s Knowledge, any other Contract, Surface Agreement or Surface Rights Agreement, (i) in order to consummate the transaction contemplated by this Agreement or (ii) that would prohibit or otherwise affect the transfer and conveyance to Acquiror (or, at the direction of Acquiror, a Subsidiary of Acquiror) of Contributor’s or manager’s or grantee’s interests in the Surface Use Land pursuant to any Surface Rights Agreement or Surface Agreement at Closing.
• Environmental Matters. Except as set forth on Schedule 5.15:
• To Contributor’s Knowledge, the Assets previously operated by SLR are, and have been operated by Contributor and SLR, in compliance in all material respects with all Environmental Laws and Environmental Permits (as defined below);

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• To the extent applicable, Contributor has all approvals, consents, licenses, identification numbers, certificates, franchises, accreditations, permits, rights-of-way, waivers, and other authorizations, that are required for the ownership and operation of the Assets under Environmental Laws (collectively, “Environmental Permits”); and all such Environmental Permits are in full force and effect, free from breach, and the transactions contemplated by this Agreement will not adversely affect them;
• Neither Contributor nor, to Contributor’s Knowledge, Contributor’s immediate predecessors has received or entered into with any Governmental Body or third Person, where applicable, any written notice, notification, report, order, demand, request for information, citation, summons, complaint, directive or other written communication regarding any actual or alleged violation of or noncompliance with, or liability under, any Environmental Laws with respect to the Assets;
• To Contributor’s Knowledge, Contributor and its Affiliates have not released, and to Contributor’s Knowledge, have not given any third Person permission to release, any Hazardous Substances upon the Assets and no release of Hazardous Substances, to Contributor’s Knowledge, has occurred upon the Assets, in each case, that requires remedial action under any Environmental Laws, it being understood that Contributor does not hereby make any representations as to actions by a third Person who is not an Affiliate; Contributor is not subject to any financial assurance escrow, bonding or similar obligations with respect to the Assets or their operation under any Environmental Laws;
• Contributor has made or will make available to Acquiror promptly following the commencement of the Interim Period copies of any and all Phase I (or similar) environmental site assessment reports, Phase II environmental site assessment reports, environmental audits, orders, decrees, material violation notices or other notices of material liability or alleged material violation related, in each case to Environmental Laws or Hazardous Substances, if any, in Contributor Group’s custody, control or possession that are related to the Assets;
• There has been no transportation or disposal of Hazardous Substances (other than Hydrocarbons) offsite of the Assets prior to Closing by or, to Contributor’s Knowledge, on behalf of Contributor or its predecessors in violation of applicable Environmental Laws; and
• To Contributor’s Knowledge, within the last ten (10) years, HHH has not engaged in any operations upon the HHH Contributed Assets, or made use thereof, other than for or in furtherance of (i) ranching and agricultural activities and operations, (ii) entering into contracts with third Persons that are not Affiliates of any member of HHH for such Person’s exploration, development, production and transportation of oil and gas and produced water by such third Persons and (iii) other activities and operations incidental thereto.
• Bankruptcy. There are no bankruptcy, insolvency, reorganization, receivership, or similar proceedings pending against, being contemplated by or threatened in writing against Contributor.
• Insurance. Schedule 5.17 sets forth (a) a summary of all insurance policies held by Contributor covering the Assets and/or the Water Business save and except for title insurance policies (the insurance policies summarized therein, the “Insurance Policies”) up to, and including, the Closing Date, and (b) a list of all claims incurred under the Insurance Policies for the period of Contributor’s ownership thereof. All of the Insurance Policies are in full force and effect up to the Closing Date, and the policyholders are in compliance in all material respects with the terms thereof. There is no claim pending

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• under any of the Insurance Policies as to which coverage with respect to the policyholder or insured party has been denied or disputed by the underwriters or issuers of such Insurance Policies.
• Deliverables. Contributor has delivered or made available to Acquiror copies of all Deliverables in Contributor’s custody, control or possession, and such copies were not intentionally altered or modified by Contributor prior to delivery and, to Contributor’s Knowledge, such Deliverables are true and correct.
• Capital Commitments. There are no (i) outstanding authorizations for expenditures or similar requests or invoices for funding or participation under any Contract, Surface Agreement, Surface Rights Agreement or other agreement that is binding on Contributor with respect to the Assets or (ii) capital projects in process for which all of the activities anticipated for such project are not expected to be completed by the Closing Date, in each case that are binding on any of the Assets (or the owner thereof) and could reasonably be expected to result in capital expenditures by, or ongoing financial liabilities for, Acquiror after the Closing Date.
• Water Wells; Personal Property; Ponds.
• There are no water wells currently utilized in the Water Business other than the Water Wells set forth on Exhibit B-3.
• Exhibit B-4 sets forth a complete and accurate listing of all of the Water Fixtures. There is no tangible personal property currently utilized in the Water Business other than the Water Fixtures set forth on Exhibit B-4.
• The Assets (i) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate the Water Business in the manner presently operated by Contributor and (ii) include all of the operating assets of Contributor in the Water Business.
• To Contributor’s Knowledge, the Water Wells have been drilled and completed in compliance, in all material respects, with all applicable Laws.
• Exhibit B-4 sets forth a list and description (including estimated capacity and the estimated date of construction, if known) of all freshwater ponds on the Land used in the Water Business. SLR and Contributor have only used such ponds to store fresh or brackish water.
• Surface Rights. Contributor has all Surface Rights necessary for the conduct and operation of the Water Business, as currently conducted, including with respect to any utility or access rights which are necessary for the conduct and operation of the Water Business. To Contributor’s Knowledge, there are no gaps in the easements used or held for use in connection with the Water Business that would materially interfere with the operation and conduct of the Water Business.
• Financial Statements. Schedule 5.22 contains true, correct and complete copies of the following:
• Audited balance sheet, statement of income and changes in members’ deficit, and statement of cash flows of SLR as of and for the twelve (12) months ended December 31, 2024;
• Unaudited, cash-basis balance sheet and profit and loss statement of the surface use operations of HHH as of and for the twelve (12) months ended December 31, 2024;

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• Unaudited balance sheet, income statement, and statement of cash flows of SLR as of and for the four months ending April 30, 2025, all of which are presented on a modified cash basis;
• Unaudited balance sheet, income statement, and statement of cash flows of Contributor for the four months ended August 31, 2025.

The financial statements of SLR and Contributor, as applicable, present fairly, in all material respects, the consolidated financial position, results of operations, members’ equity and cash flows of SLR or Contributor, as applicable, as of the dates set forth therein and for the periods covered thereby, and were prepared from, and are consistent with, the books and records of such Person in accordance with GAAP (except, in the case of unaudited financial statements, for the absence of footnotes and any year-end adjustments), consistently applied except as otherwise noted therein. The financial statements of HHH present fairly, in all material respects, the consolidated financial position, results of operations, members’ equity and cash flows of HHH or its applicable predecessors in interest with respect to the Assets as of the dates set forth therein and for the periods covered thereby, and were prepared from, and are consistent with, the books and records of HHH or such predecessor on a cash (and not GAAP) basis.

• Royalty Obligations. To Contributor’s Knowledge, Schedule 5.23 lists all royalty, overriding royalty interests, net profit interests, and any other contractual obligation to pay any amount that is payable by or to Contributor, in each case, burdening or otherwise arising in connection with the ownership, leasing or operation of all or any part of the Assets (collectively, “Royalty Obligations”). All Royalty Obligations known to Contributor have been paid as and when due in accordance with their terms. Contributor is not holding in suspense any rentals, royalties, or other payments due in connection with the operation of the Assets. Neither Contributor nor any employee, officer, director, manager, member, family member or entity controlled by a family member, equity holder, or agent or representative of Contributor or its Affiliates directly or indirectly owns, or will own upon Closing, rights to receive royalties or like payments incident to or payable in connection with the ownership and operation of the Assets.
• Securities Law Compliance.
• Contributor is an accredited investor as defined in Regulation D under the Securities Act. Contributor (i) is acquiring the Equity Consideration for its own account and not with a view to distribution, (ii) has sufficient knowledge and experience in financial and business matters so as to be able to evaluate the merits and risk of an investment in the Equity Consideration and is able financially to bear the risks thereof and (iii) understands that the Equity Consideration will, upon issuance, be characterized as “restricted securities” under state and federal securities Laws and that under such Laws and applicable regulations, the Equity Consideration may be resold without registration under such Laws only in certain limited circumstances;
• Contributor is capable of evaluating the merits and risks of its decisions with respect to an investment in the Equity Consideration and has the capacity to protect its own interests;
• To the extent necessary, Contributor has retained and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of an investment in the Equity Consideration; and
• Contributor has had an opportunity to discuss the LandBridge Parties business, management and financial affairs with the members of their management and has had an opportunity to ask questions of the officers and other representatives of Parent, which questions were answered to its satisfaction.

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• Restrictions on Transfer or Sale of Securities.
• Contributor understands that the Equity Consideration has not been (and the Class A shares representing limited liability company interests of Parent (“Class A Shares” and, together with Class B Shares, the “Shares”), issuable upon redemption thereof have not been) registered under the Securities Act or any state securities laws and that none of the Equity Consideration (or any Class A Shares issued upon redemption thereof) may be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without compliance with applicable securities Laws. Contributor understands that the LandBridge Parties are relying upon the representations and covenants in this Agreement for the purposes of determining whether the transactions hereunder, including the issuance of the Equity Consideration (and any Class A Shares issued upon redemption thereof), meet the requirements for an exemption from registration under applicable securities Laws; and
• Contributor understands that the Equity Consideration (and any Class A Shares issued upon redemption thereof) will constitute “restricted securities” under applicable federal securities Laws and that the Securities Act and the rules of the SEC provide in substance that Contributor may dispose of any such Equity Consideration (and any Class A Shares issued upon redemption therefor) only in compliance with applicable securities Laws.
• No Review. Contributor understands that no federal or state agency has passed upon the merits of an investment in the Equity Consideration (or any Class A Shares that may be issued upon redemption thereof) or made any finding or determination concerning the fairness or advisability of such an investment.
• Independent Investigation. Contributor has or will have conducted its own independent investigation, review and analysis of the LandBridge Parties and their respective business operations and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data necessary for such purpose. Contributor acknowledges and agrees that in making its decision to enter into this Agreement and to consummate the transactions contemplated hereunder, it has relied solely on its own investigation and the express representations and warranties of the LandBridge Parties included in this Agreement. Without limiting the generality of the foregoing, Contributor acknowledges and agrees, on behalf of itself and its Affiliates, that, except for the express representations and warranties of the LandBridge Parties included in this Agreement, none of the LandBridge Parties or any of their respective Affiliates or Representatives makes, and neither Contributor nor any of its Affiliates have relied on and Contributor and its Affiliates hereby waive, any representation or warranty of any kind whatsoever, express or implied, at law or in equity, with respect to this Agreement and the transactions contemplated hereunder, the assets and liabilities of the LandBridge Parties, the Class A Shares, the Equity Consideration, the condition, prospects or performance (financial or otherwise) of, or any other matter involving, the business, the assets or the liabilities of the LandBridge Parties or any other information made available to Contributor or any of its Affiliates or Representatives with respect to the Class A Shares, the Equity Consideration, the business, the assets, the liabilities or the operations of the LandBridge Parties, except as expressly set forth herein.
• REPRESENTATIONS AND WARRANTIES OF The LandBridge Parties
• Generally. The LandBridge Parties, jointly and severally, represent and warrant to Contributor, as of the Execution Date and as of the Closing Date (except for those representations and warranties made as of a specific date, which shall be made only as of such date), as follows:

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• Existence and Qualification. Each LandBridge Party is a limited liability company validly existing and in good standing under the Laws of the state of its formation.
• Power. Each LandBridge Party has the requisite limited liability company power to enter into and perform this Agreement and consummate the transactions contemplated by this Agreement.
• Authorization and Enforceability. The execution, delivery, and performance of this Agreement and each Transaction Document required to be executed and delivered by a LandBridge Party on the Closing Date, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary limited liability company action on the part of such LandBridge Party. This Agreement has been duly executed and delivered by each LandBridge Party (and all Transaction Documents required to be executed and delivered by a LandBridge Party on the Closing Date shall be duly executed and delivered by each LandBridge Party as of the Effective Time), and this Agreement and such Transaction Documents constitute or shall constitute as of the Effective Time, as applicable, valid and binding obligations of each LandBridge Party, enforceable against such LandBridge Party in accordance with their terms except as such enforceability may be limited by applicable bankruptcy or other similar Laws affecting the rights and remedies of creditors generally as well as by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
• No Conflicts. The execution, delivery, and performance of this Agreement and all Transaction Documents required to be executed and delivered by each LandBridge Party on the Closing Date, and the consummation of the transactions contemplated hereby and thereby, will not (a) violate any provision of the Organizational Documents of such LandBridge Party, (b) result in a material default (with or without notice or lapse of time or both) or the creation of any lien or Encumbrance or give rise to any right of termination, cancellation, or acceleration under any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, license, or other financing instrument to which such LandBridge Party is a party, (c) violate any judgment, order, ruling, or regulation applicable to such LandBridge Party as a party in interest, or (d) violate any Laws applicable to such LandBridge Party or any of its assets.
• Brokers’ Fees. Contributor will not directly or indirectly have any responsibility, liability, or expense, as a result of undertakings or agreements of a LandBridge Party, for brokerage fees, finder’s fees, agent’s commissions, or other similar forms of compensation in connection with this Agreement or any agreement or transaction contemplated hereby.
• Litigation. There are no actions, suits, or proceedings pending, or to each LandBridge Party’s Knowledge threatened in writing before any Governmental Body or arbitrator against either LandBridge Party that are reasonably likely to materially impair either LandBridge Party’s ability to perform its obligations under this Agreement or any Transaction Document or any other document executed and delivered by a LandBridge Party as part of the transactions contemplated by this Agreement or prohibit, enjoin, impair, or restrain the transactions contemplated by this Agreement or any Transaction Document. As used in this Section 6.7, “LandBridge Party’s Knowledge” is limited to Knowledge of one or more of the individuals listed in Schedule 6.7.
• Consents, Approvals, or Waivers. Each LandBridge Party’s execution, delivery, and performance of this Agreement (and any Transaction Document required to be executed and delivered by either LandBridge Party on the Closing Date) is not and will not be subject to any consent, approval, or waiver from any Governmental Body or other third Person, except for (a) consents and approvals of assignments by Governmental Bodies that are customarily obtained after closing, (b) as required under the HSR Act and (c) the listing on the NYSE of the Class A Shares issuable upon redemption of the Equity Consideration.

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• Bankruptcy. There are no bankruptcy, insolvency, reorganization, or receivership proceedings pending against, being contemplated by, or threatened in writing against either LandBridge Party.
• Capitalization; Listing.
• As of the date hereof, the issued and outstanding equity capitalization of Parent consists of (i) 25,337,028 Class A Shares, which are the only Class A Shares issued and outstanding (excluding Class A Shares issuable upon vesting of Restricted Stock Units issued under Parent’s Long-Term Incentive Plan), and (ii) 51,093,505 Class B Shares; all of such Shares have been duly and validly issued and fully paid and non-assessable (except as such non-assessability may be affected by, as applicable, Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act). As of the date hereof, no Shares were held by Parent in its treasury.
• As of the date hereof, the issued and outstanding equity capitalization of Acquiror consists of 76,430,533 Acquiror Units; all of such Acquiror Units have been duly and validly issued and fully paid and non-assessable (except as such non-assessability may be affected by, as applicable, Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act). The Acquiror Units owned by Parent are owned by Parent free and clear of all liens, encumbrances, equities or claims. Parent is the sole managing member of Acquiror and has the power and authority to act as the managing member of Acquiror as provided in that certain Amended and Restated Limited Liability Company Agreement of Acquiror.
• Except as set forth in any SEC Report filed by Parent with the SEC and publicly available at least two (2) Business Days prior to the Execution Date (to the extent the qualifying nature of such disclosure is readily apparent from the content of such SEC Report, and excluding any information contained in any part of any such report, schedule, form, statement or other document in any section entitled “Risk Factors” or set forth in any “Forward Looking Statements” disclaimer to the extent that any such information is forward-looking or cautionary, predictive or non-specific in nature) and other than with respect to any shares of Class A Shares issuable upon vesting of Restricted Stock Units issued under Parent’s Long-Term Incentive Plan, (i) there are no outstanding preemptive or other similar rights with respect to the equity interests of Parent or Acquiror, (ii) there are no appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, subscription agreements, rights of first offer, rights of first refusal, tag along rights, drag along rights, subscription rights, or commitments or other rights or contracts of any kind or character relating to or entitling any Person to purchase or otherwise acquire any equity interests of Parent or Acquiror or requiring Parent or Acquiror to issue, transfer, convey, assign, redeem or otherwise acquire or sell any equity interests of Parent or Acquiror, (iii) there are no equity holder agreements, voting agreements, proxies, or other similar agreements or understandings with respect to the equity interests of Parent or Acquiror, (iv) no equity interests of Parent or Acquiror are reserved for issuance and (v) and there are no restrictions upon the voting or transfer of, any equity interests of Parent or Acquiror, in each case, pursuant to any agreement or instrument to which Parent or Acquiror is a party or by which it may be bound.
• Neither Parent nor Acquiror has any outstanding bonds, debentures, notes, or other obligations the holders of which have the right to vote (or convertible into or exercisable for equity interests having the right to vote) with the holders of equity interests of Parent or Acquiror on any matter pursuant to such outstanding bonds, debentures, notes or other obligations.
• The Equity Consideration when issued and delivered against payment therefor as provided herein (or any Class A Shares issued upon redemption thereof), will be duly and validly issued and fully paid and non-assessable (except as such non-assessability may be affected by, as applicable, Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act), will be issued free of any

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• Encumbrance (other than restrictions contained in the Organizational Documents of Acquiror and Parent, as applicable, and restrictions on transfer imposed by applicable securities laws) and will conform in all material respects to the description thereof contained in the Amended and Restated Limited Liability Company Agreement of Parent and the Amended and Restated Limited Liability Company Agreement of Acquiror.
• The Class A Shares are registered under Section 12(b) of the Exchange Act and are listed on the New York Stock Exchange, and Parent has not received any written notification that the SEC is contemplating terminating such registration. Parent has not, in the twelve (12) months preceding the date of this Agreement, received written notice from the New York Stock Exchange or any other stock market or exchange to the effect that Parent is not in compliance with the listing or maintenance requirements of such market or exchange (or any other notice of delisting).
• Financial Statements; Controls and Procedures. Except as set forth in any SEC Report filed by Parent with the SEC and publicly available at least two (2) Business Days prior to the Execution Date (to the extent the qualifying nature of such disclosure is readily apparent from the content of such SEC Report, and excluding any information contained in any part of any such report, schedule, form, statement or other document in any section entitled “Risk Factors” or set forth in any “Forward Looking Statements” disclaimer to the extent that any such information is forward-looking or cautionary, predictive or non-specific in nature):
• The financial statements included in the SEC Reports, together with the related schedules and notes, present fairly, in all material respects, the financial position of Parent and its Subsidiaries at the dates indicated and the results of operations and cash flows of Parent and its Subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly, in all material respects, in accordance with GAAP the information required to be stated therein.
• The pro forma financial statements included in the SEC Reports include assumptions that provide a reasonable basis for presenting the effects attributable to the transactions and events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect an appropriate application of those adjustments to the historical financial statement amounts in the pro forma financial statements included in the SEC Reports. The pro forma financial statements included in the SEC Reports comply as to form in all material respects with the applicable requirements of Article 11 of Regulation S-X under the Securities Act.
• The Parent maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that (i) complies with the applicable requirements of the Exchange Act, (ii) has been designed by the Parent’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and (iii) is sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorization, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (C) access to assets is permitted only in accordance with management’s general or specific authorization and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and except as set forth in any SEC Report filed by Parent with the SEC and publicly available at least two (2) Business Days prior to the Execution Date (to the extent the qualifying nature of such disclosure is readily apparent from the content of such SEC Report, and excluding any information contained in any part of any such report,

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• schedule, form, statement or other document in any section entitled “Risk Factors” or set forth in any “Forward Looking Statements” disclaimer to the extent that any such information is forward-looking or cautionary, predictive or non-specific in nature), the Parent’s internal control over financial reporting is effective and the Parent is not aware of any material weaknesses in its internal control over financial reporting (it being understood that this subsection shall not require the Company to comply with Section 404 of the Sarbanes-Oxley Act of 2002, as amended, as of an earlier date than it would otherwise be required).
• SEC Reports. The Parent has filed all SEC Reports required to be filed with the SEC on a timely basis or has received or obtained a valid extension of such time of filing and has filed such SEC Reports prior to the expiration of any such extension. The SEC Reports, including any audited or unaudited financial statements and any notes thereto or schedules included therein, at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequent SEC Report) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. As of the date hereof, there are no material outstanding unresolved comments in comment letters from the Division of Corporation Finance of the SEC with respect to any of the SEC Reports.
• Independent Investigation. Each of the LandBridge Parties has or will have conducted its own independent investigation, review and analysis of the Assets and acknowledges that it and its Representatives have been provided adequate access to the Land, the Surface Agreements, the Surface Rights Agreements, the Contracts, and the other records of Contributor for such purpose. Each of the Landbridge Parties acknowledges and agrees that in making its decision to enter into this Agreement and to consummate the transactions contemplated hereunder, it has relied solely on its own investigation and the express representations and warranties of the Contributor included in this Agreement. Without limiting the generality of the foregoing, and subject in all respects to the Exclusions, each of the LandBridge Parties acknowledges and agrees on behalf of itself and its Affiliates, that neither the Contributor nor any of its Affiliates or Representatives makes, and neither of the LandBridge Parties nor any of their respective Affiliates has relied on and the LandBridge Parties and their Affiliates hereby waive, any representation or warranty of any kind whatsoever, express or implied, at law or in equity, with respect to this Agreement, and the transactions contemplated hereunder, the Assets, the Surface Agreements, the Surface Rights Agreements, the Contracts, the condition, prospects or performances (financial or otherwise) of, or any matter involving, the Water Business or the Assets, except as expressly set forth herein.
• Sufficiency of Funds. Acquiror has delivered to Contributor a true, correct, and complete executed copy of the Debt Agreement pursuant to which the lenders thereunder (the “Lenders”) have provided, subject to the terms and conditions set forth therein, a $200 million delayed draw term facility (the “Debt Facility”), which amount, together with cash on hand, other amounts available under the Debt Agreement and the Equity Consideration, is sufficient to consummate the transactions on the terms contemplated by this Agreement and the other Transaction Documents, and in each case, to pay all related fees and expenses required to be paid on the Closing Date, and there are no side letters or Contracts to which any of such members is a party related to the conditionality, funding, or consummation of the Debt Facility other than the Debt Agreement. As of the date hereof, the Debt Agreement is in full force and effect, and is enforceable against LandBridge and its Affiliates and, to the LandBridge Party’s Knowledge, the other parties thereto in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy or other similar Laws affecting the rights and remedies of creditors generally as well as by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). As of the date hereof, assuming the accuracy of the representations and warranties set forth in Article 5 and the performance by Contributor of its obligations under this Agreement: (i) no event

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• has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach or default or a failure to satisfy a condition precedent under any term or condition of the Debt Facility; and (ii) neither of the Landbridge Parties has any reason to believe that any of the conditions to the funding of the Debt Facility will not be satisfied on or prior to the Closing Date or that any portion of the Debt Facility necessary to pay the Unadjusted Cash Consideration will not be available to Acquiror on or prior to the Closing Date.
• COVENANTS OF THE PARTIES
• Interim Covenants.
• Contributor covenants and agrees that during the Interim Period, Contributor shall:
• maintain in force the Insurance Policies with respect to the Assets in at least such amounts as are maintained by Contributor as of the Execution Date;
• other than the settlement of any matter set forth on Schedule 5.7, not enter into or grant any liens, easements, surface use agreements, leases, restrictive covenants or other similar agreements with respect to the Assets whatsoever and shall not create or incur any additional Encumbrances with respect to the Assets whatsoever, in each case without Acquiror’s prior written consent, which may be withheld, conditioned or delayed by Acquiror in its sole discretion;
• operate the Assets in the ordinary course of business consistent with past practice and in material compliance with all applicable Laws and shall maintain the Assets in substantially similar condition and repair as exists on the Execution Date, except for normal wear and tear;
• perform its obligations as expressly set forth in the Contracts, Surface Agreements and Surface Rights Agreements;
• except for sale of supply water and caliche from the Lands in the ordinary course of business, not sell, assign, transfer, convey, demolish, destroy, dispose of, relinquish, amend, alter, change, or modify the Assets or any portion thereof, without the prior written consent of Acquiror, which may be withheld, conditioned or delayed by Acquiror in its sole discretion;
• not use, occupy, or allow the use or occupancy of the Assets in any manner that violates any applicable Laws or restrictive covenants;
• other than residual amounts of Hydrocarbons and produced water that are discharged or released incidental to Hydrocarbons production activities on (or across) the Land by third parties, not cause, allow or permit the introduction, spillage, release, discharge, use, storage or disposal of any Hazardous Substances onto or from the Assets in contravention of applicable Laws or any Contracts, Surface Agreements or Surface Rights Agreements touching and concerning the Assets;
• promptly (and in no event more than two (2) Business Days) upon obtaining written notice of any violation of applicable Laws or legal or regulatory proceedings with respect to the Assets, provide Acquiror with a copy of such notice;
• promptly (and in no event more than two (2) Business Days) upon obtaining notice of any casualty event with respect to the status or condition of the Assets, provide Acquiror with written notice of such casualty event;

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• not enter into any agreements or commitments to any third Persons for any post-Closing Date expenditures that could give rise to a lien or Encumbrance upon the Assets without the prior written consent of Acquiror, which may be withheld, conditioned or delayed by Acquiror in its sole discretion;
• at Acquiror’s request, reasonably cooperate with Acquiror, at Acquiror’s sole cost and expense, with respect to obtaining third Person financing for the Unadjusted Consideration, including providing Acquiror and its Representatives reasonable access to knowledgeable personnel of Contributor to answer questions and review the Deliverables;
• not terminate, amend, extend or otherwise make any alteration to any Contract, Surface Agreement or Surface Rights Agreement other than those described in Schedule 7.1(xii) without Acquiror’s written consent, which may be withheld, conditioned or delayed by Acquiror in its sole discretion;
• at Acquiror’s reasonable request, provide updated operating and accounting Records with respect to the Assets and continuing thereafter on a monthly basis within thirty (30) days following the end of the applicable month, if any; provided that Contributor shall not be required to create new records in connection therewith;
• timely pay all Asset Taxes in full as they become due, timely file (or cause to be filed) all Tax Returns with respect to Asset Taxes that are required to be filed on a basis consistent with past practice and in conformity with applicable Law, and not settle or compromise any material Tax Proceeding related to Asset Taxes;
• in the event Contributor comes into possession, custody or control of any additional Deliverables following the Execution Date, promptly (but no more than three (3) Business Days after coming into such possession, custody or control) deliver such additional Deliverables to Acquiror;
• not enter into any new agreement that would constitute a material Contract, Surface Agreement or Surface Rights Agreement without Acquiror’s prior written consent, which may be withheld, conditioned or delayed by Acquiror in its sole discretion;
• not enter into any agreement, whether in writing or otherwise, that would violate any of the foregoing covenants set forth in this Section 7.1; and
• not, and Contributor shall cause its Affiliates and each of its directors, managers, executives, officers, employees, equity holders and Representatives not to, directly or indirectly, (i) enter into any agreement, discussion, or negotiation with (and each such Person will terminate any existing discussions or negotiations with) or (ii) solicit, initiate, entertain, consider, or respond to any inquiries or proposals from, any Person, with respect to any transaction which contemplates any direct or indirect transfer, sale, assignment, or change of control of all or any portion of the Assets; provided, that the foregoing shall not restrict Contributor from responding to any inquiry to inform the Person making the inquiry that Contributor is not permitted to discuss the matter.

Notwithstanding anything to the contrary contained in this Agreement, nothing shall restrict the Owners (as defined in the Management Agreement) from exercising their rights of exclusive management and control of all matters with respect to the mineral estate with respect to the lands covered by the Management Agreement prior to Closing, in all respects subject to the terms of the Management Agreement.

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Notwithstanding anything to the contrary contained in this Agreement, any breach of Section 7.1(a)(xviii) occurring prior to any termination of this Agreement shall survive (along with any Damages arising therefrom) any termination of this Agreement for a period of [***].

• Parent covenants and agrees that during the Interim Period, Parent shall not, unless otherwise approved with the written consent of Acquiror and Contributor (which consents or approvals shall not be unreasonably withheld, conditioned or delayed), amend the Organizational Documents or governing documents of either LandBridge Party, in each case, in a manner that would adversely affect the holders of Acquiror Units, Class B Shares, Class A Shares or other securities (in each case, in such holder’s capacity as such). In addition, during the Ten Day VWAP period referred to in Section 3.1(a)(ii)(A), neither Acquiror nor Parent shall split, reclassify or recapitalize the Acquiror Units, Class A Shares or Class B Shares.
• Government Filings and Reviews.
• As soon as practicable following the Execution Date, the Parties shall make such further filings as may be required by the HSR Act with respect to the transactions contemplated by this Agreement, including timely payment by each Party of its portion of any applicable filing fees in accordance with Section 13.3. Thereafter, the Parties shall use their respective reasonable best efforts to take such actions as reasonably required so that the waiting period specified in the HSR Act will expire or be terminated as soon as reasonably possible after the Execution Date. Without limiting the foregoing, the Parties shall, (i) subject to applicable Laws, provide each other with advance copies and a reasonable opportunity to review, comment on and discuss in advance, and shall consider in good faith the views of the other in connection with, any submission or other proposed written communication to the U.S. Federal Trade Commission or the U.S. Department of Justice (each, an “Antitrust Authority”) and (ii) use reasonable best efforts to persuade any Antitrust Authority that no Remedial Action is necessary in connection with the transactions contemplated by this Agreement.
• For purposes of this Section 7.2, a “Remedial Action” shall consist of any request or requirement of an Antitrust Authority to (i) pay any amounts (other than the payment of filing fees and expenses and fees of counsel), (ii) commence litigation, (iii) hold separate (including by trust or otherwise) or divest any businesses, product lines or assets of Acquiror or any of their respective Affiliates, (iv) agree to anything referred to in clause (iii) or to any alteration of or limitation on the operation or conduct of the business of Acquiror or any of their respective Affiliates or (v) waive any of the conditions to this Agreement set forth in Article 8, in each case in order to obtain the expiration of the applicable waiting period or to avoid litigation.
• Notwithstanding anything to the contrary in this Agreement, neither Acquiror, Contributor, nor any of their respective Affiliates shall be required to (i) take any Remedial Action or (ii) take or agree to take any action with respect to its business or operations in connection with any civil, criminal or administrative actions, suits, grievances, audits, notices of violation, investigations, arbitrations, mediations, claims, investigations or other proceedings (“Proceedings”) under or relating to any Antitrust Law.
• The Parties shall furnish, and shall cause their respective counsel to furnish, the other Parties such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of necessary filings or submissions under the provisions of the HSR Act and in connection with any review or investigation of this Agreement or the transactions contemplated by this Agreement by any Antitrust Authority. The Parties shall cause their respective counsel to supply to the other Parties copies of all substantive correspondence, filings or written communications between such Party or its Affiliates with any Antitrust Authority or staff members thereof, with respect to the transactions

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• contemplated by this Agreement and the other Transaction Documents, except for filings (and any attachments thereto) prepared and submitted pursuant to the HSR Act or written communications regarding the same, or documents or information submitted in response to any request for additional information or documents pursuant to the HSR Act which reveal any Party’s negotiating objectives, strategies or consideration expectations. The Parties may provide such communications in a manner that protects any legally applicable privilege. The Parties (i) will promptly notify each other of the content and status of any communication with any Antitrust Authority pertaining to this Agreement or the transactions contemplated by this Agreement, and (ii) agree not to participate in any substantive meeting or discussion with, or enter into any agreements with, any such Antitrust Authority in respect of any filing, investigation, or inquiry concerning this Agreement or the transactions contemplated by this Agreement unless it consults with the other in advance and, to the extent permitted by such Antitrust Authority, gives the other the opportunity to attend and participate thereat. The Parties shall consult with each other prior to taking any material substantive position with respect to the filings under the HSR Act, in any written submission to, or, to the extent practicable, in any discussions with, any Antitrust Authority. Subject to the foregoing, Acquiror shall be principally responsible for and in control of the process of dealing with any Antitrust Authority concerning the effect of applicable Antitrust Laws on the transactions contemplated by this Agreement. In addition, except as may be prohibited by any Antitrust Authority or by any Law, in connection with any Proceeding under or relating to the HSR Act, Contributor will permit authorized Representatives of Acquiror to be present at each meeting or conference relating to any such Proceeding and to have access to and be consulted in connection with any document, opinion, or proposal made or submitted to any Antitrust Authority in connection with any such Proceeding.
• Confidentiality. Until the expiration of twenty-four (24) months after the Closing Date or termination of this Agreement, as applicable, each Party (in such capacity, the “Receiving Party”) shall keep all information and data belonging to the other Party (in such capacity, the “Disclosing Party”) that is confidential and disclosed to the Receiving Party or its Representatives in the course of negotiation or performance of this Agreement, including this Agreement itself and the transactions contemplated hereby (collectively, “Confidential Information”), strictly confidential, except for: (a) disclosures to Representatives of the Parties (in which event, the Receiving Party will be responsible for making sure that its Representatives keep such Confidential Information confidential pursuant to this paragraph); (b) disclosures required (upon advice of counsel) by applicable Laws; (c) disclosures by Acquiror as part of fundraising, financing or marketing activities undertaken by Acquiror or its Affiliates so long as such disclosures are made to Persons subject to an obligation of confidentiality with respect to such Confidential Information; (d) any Confidential Information that is or becomes available to the public other than through the act or omission of the Receiving Party in violation of this Section 7.3; (e) disclosures that are necessary for a Party to perform its obligations under this Agreement (including disclosures to Governmental Bodies or other Persons to the extent, as reasonably necessary to provide notices, seek waivers, amendments or termination of rights, or seek such consents); or (f) disclosures under applicable stock exchange regulations or in connection with any securities filing made by Parent, including complying with any applicable disclosure obligations in connection with any securities offering or periodic or current reporting requirement. From and after the Closing Date, all Confidential Information shall belong to Acquiror, and for all purposes under this Section 7.3, Acquiror shall be deemed to be the “Disclosing Party” with respect to such Confidential Information and Contributor shall be deemed to be the “Receiving Party” with respect to such Confidential Information.
• Financial Records and Cooperation.
• During the Interim Period, subject to the limitations in Section 10.1, Contributor shall, and shall cause its Representatives to, at [***] sole cost and expense and at Acquiror’s reasonable request, cooperate in good faith with LandBridge Parties in connection with the arrangement of any financing by LandBridge Parties in connection with the transactions contemplated hereby, provided that

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• such requested cooperation does not unreasonably interfere with the ongoing business or operations of Contributor or its Affiliates and their respective Representatives (the “Financing”). Such cooperation shall include (i) providing Acquiror with the Financing Information as promptly as reasonably practicable; (ii) assisting with the preparation of customary materials for rating agency presentations, bank information memoranda and other customary marketing and syndication materials necessary or appropriate in connection with the Financing, solely with respect to the Assets; (iii) furnishing LandBridge Parties and their Financing Sources with any reasonably requested financial information available to Contributor or which can be prepared by Contributor without undue burden or any out of pocket expense not paid by Acquiror; (iv) cooperating with the Financing Sources’ reasonable due diligence investigation and evaluation of the Assets for necessary, appropriate and customary purposes, including providing existing title policies, surveys and other title information on file with Contributor and its Affiliates, but excluding any inspections of the Land; (v) reasonably facilitating the pledging of collateral and execution and delivery of definitive pledge and security documents and other financing documents or other certificates or documents as may be reasonably requested by LandBridge Parties or the Financing Sources to consummate the Financing; (vi) cooperating (including by delivering customary management letters of representation) to obtain “comfort” letters and “consents” of Contributor’s independent auditors to the extent reasonably requested; (vii) delivering drafts of Payoff Letters to LandBridge Parties within a reasonable period of time prior to Closing; and (viii) providing to LandBridge Parties and the Financing Sources at least five (5) Business Days prior to the Closing Date all documentation and other information requested by the Financing Sources to comply with applicable “beneficial ownership,” “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.
• Notwithstanding anything in this Agreement to the contrary: (i) neither Contributor nor any of its Representatives shall be required to consent to or to execute or enter into or obtain any consent from any third party in respect of any certificate, instrument, agreement or other document in connection with the Financing which will be effective prior to the Closing; (ii) neither Contributor or any of its Representatives will be required to pay any commitment or other similar fee, to incur any other liability or to enter into any agreement effective in connection with the Financing; (iii) neither Contributor nor its Representatives shall be required to consent to the pre-filing of UCC-1 financing statements or any other grant of any Lien or other encumbrances; (iv) neither Contributor nor any of its Representatives shall be required to provide any information that is not reasonably available to Contributor, its Affiliates, or any of their Representatives; (v) neither Contributor nor any of its Representatives shall be required to take or permit the taking of any action that would: (A) reasonably be expected to result in any condition to the Closing set forth in this Agreement to not be satisfied or otherwise cause any breach of this Agreement by the Contributor, (B) cause any director, officer, employee, or stockholder of the Contributor or any of its Affiliates to incur any personal liability in connection with the Financing; (C) conflict with or violate the organizational documents of the Contributor or any Laws or the loss of any attorney-client privilege; or (D) reasonably be expected to result in a material violation or breach of any material Contract to which Contributor is a party (provided that such Contract is not entered into in contemplation of circumventing the cooperation described herein); and (vi) nothing herein shall require the governing body of Contributor to adopt resolutions approving or otherwise approve the agreements, documents or instruments pursuant to which the Financing is made.
• [***] shall indemnify and hold harmless [***] and its Affiliates and its and their Representatives from and against any and all losses, costs, Damages, and liabilities suffered or incurred by any of them in connection with any of their cooperation or assistance with respect to the Financing or the provision of any information utilized in connection therewith or otherwise arising from the Financing; provided that the foregoing obligations shall not apply to any losses incurred as a result of the willful misconduct or gross negligence of any [***] or its Representatives. [***] shall upon Closing reimburse [***] for any and all reasonable and documented out-of-pocket fees, costs or expenses (including reasonable and documented fees, costs and expenses of counsel, accountants and other advisors) incurred

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• by [***] or any of its Affiliates or Representatives in connection with any of their cooperation or assistance with respect to the Financing or the provision of any information utilized in connection therewith or otherwise arising from the Financing; provided that the foregoing obligations shall not apply to costs or expenses incurred in connection with the post-Closing preparation and delivery of the Required Financial Statements.
• [***]
• Further Assurances. After the Closing Date, the Parties agree to take such further actions and to execute, acknowledge, and deliver all such further documents as are reasonably requested by the other Party for carrying out the purposes of this Agreement or of any document delivered pursuant to this Agreement.
• Liens; Consents; Estoppels. Prior to Closing, Contributor shall (a) obtain releases and terminations of any liens or other Encumbrances and interests burdening the Assets (other than Permitted Encumbrances) that exist as of the Execution Date (as well as any liens that arise after the Execution Date other than Permitted Encumbrances), in each case, in a form reasonably acceptable to Acquiror and the Title Company, including for the avoidance of doubt the Must-Cure Items; (b) obtain the Required Consents and any other Specified Consent Requirements in a form reasonably acceptable to Acquiror; (c) obtain the Surface Rights Estoppels (each of which may be included within the applicable Required Consent); and (d) in each case, bear any expense required to do so.
• Condemnation; Casualty Loss.
• If, prior to the Closing Date, any Governmental Body or other entity having condemnation authority shall institute, by written notice delivered to, or service of process on, Contributor an eminent domain proceeding with regard to all or any part of the Land (a “Condemnation Proceeding”), then Contributor shall promptly notify Acquiror thereof. If the Condemnation Proceeding is of all the Land or any material portion thereof (meaning the value attributed by Acquiror to such portion is greater than [***] of the Unadjusted Consideration), then Acquiror shall have the right, within five (5) Business Days after Acquiror’s receipt of a written notice from Contributor of the Condemnation Proceeding, to terminate this Agreement by written notice to Contributor. If, however, the Condemnation Proceeding is of an immaterial portion of the Land, or the Condemnation Proceeding is of all or a material portion of the Land but Acquiror fails to timely elect to terminate this Agreement, then the Parties shall proceed with the Closing without any reduction in the Unadjusted Consideration but Acquiror shall be entitled to receive all condemnation proceeds related thereto.
• If any portion of the Assets is materially (being greater than [***] of the Unadjusted Consideration attributed by Acquiror to such Assets) damaged prior to the Closing Date, then, subject to the other terms and conditions of this Agreement, Acquiror remains obligated to close the acquisition of the applicable Assets hereunder, in which event Contributor shall assign to Acquiror on the Closing Date any applicable insurance proceeds available to Contributor under its policies of insurance for such damage and any surface damages to which Contributor is entitled for such damage, and the Unadjusted Consideration shall be adjusted downward by the commercially reasonable value of such material damage.
• Affiliate Interests. Notwithstanding anything in this Agreement to the contrary, to the extent that any of Contributor’s Affiliates own an interest in or hold any property or asset that would constitute an “Asset” hereunder if such property or asset were owned, leased or held by Contributor, such property or asset (and such Affiliate’s interest therein) shall constitute “Assets” for all purposes of this Agreement. To the extent that any of Contributor’s Affiliates (a) own an interest in or hold or possess any of the Assets, (b) perform functions, obligations or exercise rights on behalf of Contributor with respect to

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• any of the Assets, (c) possess any of the Assets or possess or have access to any relevant information or documentation regarding any of the Assets, or (d) take or fail to take actions that would be subject to this Agreement if taken or not taken by Contributor, then (x) references to Contributor in this Agreement (including, for the avoidance of doubt, Contributor’s obligation to convey the Assets to Acquiror at Closing) shall include each such Affiliate; (y) Contributor shall cause such Affiliate(s) to take (or refrain from taking) the actions required to be taken (or required not to be taken, as applicable) by Contributor under this Agreement; and (z) any breach by such an Affiliate shall be a breach of this Agreement by Contributor. Notwithstanding the above, the Parties acknowledge and agree that the fee interests held by certain of Contributor’s members or their Affiliates in respect to the Relinquishment Act Lands (i.e., such parties’ fee interest in the Surface Use Land encumbered by the Management Agreement) shall not be subject to the terms or requirements of this Section 7.8.
• Publicity. All press releases or other public communications of any nature whatsoever relating to the transactions contemplated by this Agreement, and the method of the release for publication thereof, shall be subject to the prior written consent of each of the Parties; provided that nothing herein shall prevent a Party from publishing such press releases or other public communications as is necessary to satisfy such Party’s obligations under applicable securities or other Laws or under the rules of any stock or commodities exchange after consultation with the other Party; provided, further, that (i) nothing in this Section 7.9 will preclude any Party from communicating with its employees on a confidential basis and (ii) a communication or disclosure that is consistent with a prior communication as to which the other Party has consented or the Parties have consulted pursuant to this Section 7.9 shall not require a further consent or consultation pursuant to this Section 7.9.
• Lock-Up. During the period beginning on the Closing Date and ending on the [***] day after the Closing Date (excluding the date of the Closing for purposes of calculating such date) (the “Lock-Up Period”), Contributor will not lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Acquiror Units or Class B Shares issued hereunder to Contributor, whether any such transaction is to be settled by delivery of Acquiror Units, Class B Shares, Class A Shares or other securities, in cash, or otherwise. Nothing in this Section 7.10 shall prohibit or limit the ability of Contributor to effect any transfer of Acquiror Units, Class B Shares or Class A Shares (a) as a bona fide gift or gifts or any other similar transfer or distribution that does not involve a sale or other disposition for value, (b) to any such Person’s partners, members or stockholders as part of a distribution, (c) to any corporation, partnership or other entity that is an Affiliate of such Person, in each case of the forgoing clauses (a) through (c), so long as (x) such transfer is made in compliance with applicable U.S. federal securities laws and (y) the transferee agrees in writing to be bound by all the terms of this Section 7.10, (d) pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of Class A Shares or (e) pursuant to an order of a court or regulatory agency. Contributor acknowledges that the Class B Shares and Acquiror Units are only permitted to be transferred together and shall not be transferred separately, all as provided in and subject to the terms of the Organizational Documents of Acquiror.
• Legend Removal.
• Subject to Section 7.10, at such time that Contributor becomes eligible under Rule 144, Parent agrees, upon reasonable request of Contributor or any of its permitted transferees, and subject to the other provisions of this Agreement and receipt of any information and documentation that Parent deems reasonably necessary with respect thereto (including letters of representation from Contributor or any such transferee and any associated broker(s) or custodian(s)) to use commercially reasonable efforts to take all steps necessary to effect the removal of the Private Placement Legend from the Acquiror Units and any Class B Shares (or any Class A Shares issued in redemption thereof) issued to Contributor as promptly

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• as practicable following such request by Contributor or any such permitted transferee, and Parent shall bear all reasonable and documented out-of-pocket costs associated therewith, regardless of whether the request is made in connection with a sale or otherwise, so long as Contributor or any of its permitted transferees provides to Parent any information Parent deems reasonably necessary to determine that such legend is no longer required under the Securities Act or applicable state laws.
• To the extent it shall be required to do so under the Exchange Act, the Parent shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144) and shall take such further action as Contributor or any of its permitted transferees may reasonably request, all to the extent required from time to time to enable Contributor or such permitted transferee to sell Class A Shares (issued in the redemption of any Acquiror Units and any Class B Shares) without registration under the Securities Act within the limitations of the exemption provided by Rule 144. Upon the request of Contributor or any of its permitted transferees in connection with Contributor’s or such permitted transferee’s sale pursuant to Rule 144, the Company shall promptly deliver to Contributor or such permitted transferee a written statement as to whether it has complied with such requirements. In connection with such sales pursuant to Rule 144, the Parent will reasonably cooperate with and assist Contributor or any of its permitted transferees to facilitate the transfer of Contributor’s or such permitted transferee’s Class A Shares (issued in the redemption of any Acquiror Units and any Class B Shares) to a DTC brokerage account as reasonably requested by Contributor or such permitted transferee (including the delivery of instruction letters by the Parent or its counsel to the Parent’s transfer agent, the delivery of customary legal opinions by counsel to the Parent and the delivery of such Class A Shares (issued in the redemption of any Acquiror Units and any Class B Shares) without restrictive legends), provided that Contributor or such permitted transferee shall (i) deliver such documents reasonably requested by the Parent or the Parent’s transfer agent in connection with such request and (ii) agree not to sell such Acquiror Units and any Class B Shares (or any Class A Shares issued in redemption thereof) unless an effective registration statement is on file with the SEC or it may do so pursuant to Rule 144 or another applicable exemption from registration for such sale under the Securities Act or the rules promulgated thereunder.
• Financial Statements Matters. Contributor agrees to comply with the financial statements delivery and cooperation obligations set forth on Schedule 7.12.
• Reserved.
• NYSE Listing. The LandBridge Parties shall take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on the NYSE under applicable Laws and rules and policies of the NYSE and the SEC to enable and effect the listing (subject to official notice of issuance) of Class A Shares issuable on redemption of the Equity Consideration (including filing any Supplemental Listing Application or other such form as may be required by the NYSE, if any).
• Mineral Matters. [***].

CONDITIONS TO PERFORMANCE

• Contributor’s Closing Conditions. The obligation of Contributor to consummate the transactions provided for herein at Closing is subject to the fulfillment by the LandBridge Parties or waiver by Contributor of each of the following conditions on or prior to the Closing Date: (a) the representations and warranties of LandBridge Parties shall be true and correct in all material respects (other than (i) the Acquiror Fundamental Representations and (ii) the representations and warranties that are qualified by “materiality” or similar qualifications, which, in the case of clauses (i) and (ii), must be true

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• and correct in all respects) on the Execution Date and on the Closing Date as though made on and as of such date (other than representations and warranties that refer to a specified date, which need only be true and correct as of such specified date); (b) LandBridge Parties shall have performed in all material respects all obligations, covenants and agreements contained in this Agreement to be performed or complied with by them at or prior to the Closing Date; (c) no order, decree, or injunction of any Governmental Body shall be in effect, and no Law shall have been enacted or adopted, that enjoins, prohibits, or makes illegal the consummation of the transactions contemplated by this Agreement, and no Proceeding by any Governmental Body with respect to the transactions contemplated by this Agreement shall be pending that seeks to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated by this Agreement; (d) Class A Shares issuable on redemption of the Equity Consideration shall have been approved for listing on the NYSE, subject to official notice of issuance (the “NYSE Listing Approval”); (e) a dispute shall not exist pursuant to Section 4.3 in which Acquiror or Contributor asserts that the Environmental Termination Threshold has been exceeded; and (f) all waiting periods (and all extensions thereof) applicable to the transactions contemplated hereby under the HSR Act shall have been terminated or shall have expired.
• LandBridge Parties’ Closing Conditions. The obligation of LandBridge Parties to consummate the transactions provided for herein at Closing is subject to the fulfillment by the Contributor or waiver by the LandBridge Parties of each of the following conditions on or prior to the Closing Date: (a) the representations and warranties of Contributor shall be true and correct in all material respects (other than (i) the Contributor Fundamental Representations and (ii) the representations and warranties that are qualified by “materiality” or similar qualifications, which, in the case of clause (i) and (ii), must be true and correct in all respects) on the Execution Date and on the Closing Date as though made on and as of such date (other than representations and warranties that refer to a specified date, which need only be true and correct as of such specified date); (b) Contributor shall have performed in all material respects all obligations, covenants and agreements contained in this Agreement to be performed or complied with by it at or prior to the Closing Date; (c) no order, decree, or injunction of any Governmental Body shall be in effect, and no Law shall have been enacted or adopted, that enjoins, prohibits, or makes illegal the consummation of the transactions contemplated by this Agreement, and no Proceeding by any Governmental Body with respect to the transactions contemplated by this Agreement shall be pending that seeks to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated by this Agreement; (d) the Required Consents shall have been obtained; (e) Contributor shall have delivered to Acquiror an Estoppel Certificate with respect to each Surface Rights Agreement listed on Exhibit B-9 (collectively, the “Surface Rights Estoppels”), on a form reasonably acceptable to Acquiror, dated not more than 60 days prior to Closing and executed by the applicable Surface Rights Grantor; (f) the Title Company shall be unconditionally committed to issue to Acquiror (or, at the direction of Acquiror, a Subsidiary of Acquiror) at Closing a Texas Form T-1 Owner’s Policy of Title Insurance (“Title Policy”) covering the fee simple interest in the Fee Land and surface use interest in the Surface Use Land, in the amount of the Unadjusted Consideration, insuring that after the completion of the Closing, Acquiror is the owner of fee simple title to the Fee Land and the surface use interest to the Surface Use Land, subject only to the Permitted Encumbrances and the standard exceptions thereto; however, the standard print exceptions for parties in possession, easements not shown of record, and liens for labor or materials shall be deleted; (g) the NYSE Listing Approval shall have been obtained; (h) a dispute shall not exist pursuant to Section 4.3 in which Acquiror or Contributor asserts that the Environmental Termination Threshold has been exceeded; and (i) all waiting periods (and all extensions thereof) applicable to the transactions contemplated hereby under the HSR Act shall have been terminated or shall have expired.
• Governmental Approvals. Notwithstanding anything in this Agreement to the contrary, neither Contributor nor LandBridge Parties shall be obligated to close the transaction contemplated by this Agreement unless and until LandBridge Parties shall have obtained from all applicable Governmental Bodies any requisite approvals or clearances necessary for the transactions contemplated

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• hereby to lawfully proceed on the Closing Date, including all authorizations, consents, orders or approvals of, or declarations or filings with, or expiration of waiting periods imposed under the HSR Act.
• THE CLOSING
• Time and Place of Closing. Subject to the terms and conditions set forth in Article 8, the Closing shall occur through the office of the Title Company on the date that is five (5) days after the conditions set forth in Article 8 are fully satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) (such date, the “Closing Date”).
• Obligations of Contributor at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Acquiror and Parent, as applicable, of their respective obligations pursuant to Section 9.3, Contributor shall deliver or cause to be delivered to Acquiror and Parent or the Title Company, as applicable, the following:
• written instructions to the Title Company to release the Adjusted Cash Consideration less the Holdback Amount (such difference, the “Closing Cash Amount”) to Contributor;
• four originals of a Special Warranty Deed (the “Special Warranty Deed”), in the form attached as Exhibit C, duly executed by Contributor and acknowledged before a notary public, conveying to Acquiror (or, at the direction of Acquiror, to a Subsidiary of Acquiror) the Fee Land, subject only to the Permitted Encumbrances;
• an Assignment and Assumption of Surface Rights Agreements, in the form attached as Exhibit D (the “Assignment of Surface Rights Agreements”), duly executed by Contributor and acknowledged before a notary public, assigning to Acquiror (or, at the direction of Acquiror, to a Subsidiary of Acquiror) the Surface Rights Agreements and Contributor’s and grantee’s or manager’s surface use interests in the Surface Use Land, subject only to the Permitted Encumbrances;
• [intentionally omitted];
• A Bill of Sale and Assignment and Assumption Agreement, in the form attached as Exhibit E (the “Bill of Sale and Assignment”), duly executed by Contributor and acknowledged before a notary public, conveying to Acquiror (or, at the direction of Acquiror, to a Subsidiary of Acquiror) Defensible Title to the Assets described therein and assigning to Acquiror (or, at the direction of Acquiror, to a Subsidiary of Acquiror) the Surface Agreements and Contracts, in each instance subject only to the Permitted Encumbrances to the extent applicable;
• an Amended and Restated Management and Agency Agreement in the form attached as Exhibit F, executed by Contributor and the Owners (as defined in the Management Agreement), amending and restating the Management Agreement;
• the Required Financial Statements and, to the extent not included in the definition of Required Financial Statements, corresponding unaudited consolidated interim financial statements of Contributor as of and for any quarterly interim period(s) ended more than thirty (30) days prior to the Closing, with such unaudited interim financial statements to be prepared in all material respects in accordance with the preparation of the unaudited interim financial information contemplated by the Required Financial Statements;

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• a completed and executed Internal Revenue Service Form W-9 with respect to Contributor dated as of the Closing Date (or, if Contributor is treated as an entity disregarded as separate from its regarded tax owner for U.S. federal income tax purposes, the Person that is treated as its regarded owner for such purposes);
• releases and terminations of any liens, and any other Encumbrances and interests burdening the Assets (other than the Permitted Encumbrances);
• where approvals are received by Contributor pursuant to a filing or application under Section 7.2, copies of those approvals;
• all other instruments, documents, and other items reasonably necessary for Title Company to issue the Title Policy that are due from Contributor, including seller affidavit, affidavit as to debts and liens, and evidence reasonably satisfactory to Acquiror and the Title Company that the person executing the Transaction Documents on behalf of Contributor has full right, power, and authority to do so;
• possession of the Assets to Acquiror, to include all keys and other access devices in Contributor’s possession;
• an Escrow Agreement, in the form attached as Exhibit G, duly executed by Contributor, pertaining to the Holdback Amount;
• any instruments required to be executed by any Governmental Body for ownership or operation of the Water Wells or Water Fixtures;
• a joinder to the Amended and Restated Limited Liability Company Agreement of Acquiror; and
• all other instruments, documents, and other items reasonably necessary to effectuate the terms of this Agreement, as may be reasonably requested by Acquiror or the Title Company.
• Obligations of Acquiror at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Contributor of its obligations pursuant to Section 9.2, Acquiror and Parent, as applicable, shall deliver or cause to be delivered to Contributor, the following:
• the Assignment of Surface Rights Agreements, duly executed by Acquiror (or, at the direction of Acquiror, a Subsidiary of Acquiror) and acknowledged before a notary public;
• [intentionally omitted];
• the Bill of Sale and Assignment, executed by Acquiror (or, at the direction of Acquiror, a Subsidiary of Acquiror) and acknowledged before a notary public;
• a wire transfer of the Adjusted Cash Consideration less the Deposit to Title Company in immediately available funds;
• written instructions to the Title Company to release the Closing Cash Amount to Contributor (or its members) to accounts as directed by Contributor;

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• an executed counterpart of the instruments described in Section 9.2(n), duly executed by Acquiror and, as applicable, acknowledged before a notary public;
• evidence of (i) the issuance of the number of (A) Acquiror Units to Contributor and (B) Class B Shares to Acquiror, in each case as set forth in Section 3.1(a) in book-entry form and bearing the Private Placement Legend on the books and records of the Transfer Agent and Acquiror, as applicable and (ii) the transfer of such Class B Shares from Acquiror to Contributor in accordance with Section 3.1, by way of assignment;
• an Escrow Agreement, in the form attached as Exhibit G, duly executed by Acquiror, pertaining to the Holdback Amount;
• all other instruments, documents, and other items reasonably necessary to effectuate the terms of this Agreement, as may be reasonably requested by the Contributor or Title Company; and
• A grazing lease in the form attached as Exhibit H with the entity controlling the cattle grazing operation upon certain portions of the Land as hereto operated under the direction of Mike Harrison.
• TERMINATION
• Termination. This Agreement may be terminated as follows:
• [Reserved];
• by Acquiror or Contributor pursuant to Section 4.3(a);
• by Acquiror pursuant to Section 4.1(d) or Section 4.1(e);
• by Acquiror pursuant to Section 7.7(a);
• at any time before the Closing Date, at the option of either Party, by written notice to the other Party, if any Law or final order of any Governmental Body having jurisdiction restrains, enjoins or otherwise prohibits the consummation of any of the transactions contemplated by this Agreement;
• by Contributor, if Acquiror breaches in any material respect any of its representations or warranties contained in this Agreement or breaches or fails to perform in any material respect any of its covenants contained in this Agreement, which breach or failure to perform (i) would render a condition precedent to Contributor’s obligations to consummate the transactions contemplated hereby set forth in Section 8.1 or Section 8.3 not capable of being satisfied, and (ii) after the giving of written notice of such breach or failure to perform to Acquiror by Contributor, cannot be cured or has not been cured by the later of the Outside Date or [***] Business Days after the delivery of such notice;
• by Acquiror, if Contributor breaches in any material respect any of its representations or warranties contained in this Agreement or Contributor breaches or fails to perform in any material respect any of its covenants contained in this Agreement, which breach or failure to perform (i) would render a condition precedent to Acquiror’s obligations to consummate the transactions contemplated hereby set forth in Section 8.2 or Section 8.3 not capable of being satisfied, and (ii) after the giving of

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• written notice of such breach or failure to perform to Contributor by Acquiror, cannot be cured or has not been cured by the later of the Outside Date or [***] Business Days after the delivery of such notice;
• by Contributor or Acquiror at any time after five (5) days following the Outside Date, if the Closing has not occurred other than by reason of a failure of the conditions set forth in, in the case of termination by Acquiror, Section 8.1(a) or Section 8.1(b) or, in case of termination by Contributor, Section 8.2(a) or Section 8.2(b);
• by mutual written agreement of the Parties; or
• at any time after the Outside Date, by Acquiror or Contributor, if Acquiror shall not have received the funds under the Debt Facility or any Alternative Financing.
• Notwithstanding the foregoing subsections (a) through (j) hereof, neither Contributor nor Acquiror shall be entitled to terminate this Agreement under subsections (f) through (h) or subsection (j), if such Party seeking termination is then in breach of any of its representations, warranties or covenants set forth in this Agreement, and such breach would or does, assuming Closing were to occur on the proposed date of termination, result in the failure to fulfill any condition expressly set forth herein.
• Effect of Termination.
• If this Agreement is validly terminated pursuant to Section 10.1 prior to the Closing, this Agreement shall become void and of no further force or effect, provided that, notwithstanding anything herein to the contrary, this Article 10 (other than Section 10.3), Article 13, Section 7.1(a)(xviii) (to the extent provided therein) and any other provision that provides for survival following termination of this Agreement will survive any such termination.
• If a Party fails to perform any obligation that is required to be performed on or prior to the Closing Date, the non-breaching Party may, in addition to terminating this Agreement as provided in this Article 10, pursue only those other express rights or remedies available under this Agreement.
• If this Agreement is terminated prior to the Closing in accordance with Section 10.1(f) or Section 10.1(j), all of the Deposit will be released to Contributor, and Contributor’s receipt and retention of the Deposit shall, notwithstanding Section 10.2(b) or anything else herein to the contrary, be Contributor’s sole and exclusive remedy under this Agreement or in respect to the transactions contemplated hereby against Acquiror Group. The Parties agree that (i) Contributor’s receipt of the Deposit shall be deemed to be liquidated damages of Contributor and the amount of the Deposit is a fair and reasonable approximation of Contributor’s actual damages in such circumstances in which Contributor is entitled to such payments and (ii) the circumstances pursuant to which Contributor receives, or does not receive, such payments in accordance with this Section 10.2(c)Section 10.2 are fair and reasonable.
• Notwithstanding Section 10.2(c), all of the Deposit, less the Independent Contract Consideration, will be returned to Acquiror if this Agreement is terminated in accordance with Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e), Section 10.1(g) or Section 10.1(h). Additionally, if this Agreement is terminated in accordance with Section 10.1(g), Contributor shall reimburse Acquiror for all of Acquiror’s actual, out-of-pocket fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby.

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• Notwithstanding Section 10.2(b) and Section 10.2(c), if this Agreement is terminated pursuant to Section 10.1(i), then the remission of the Deposit shall be determined by the mutual agreement of the Parties.
• Any termination of this Agreement by Acquiror shall be by Acquiror on behalf of itself and the LandBridge Parties.
• Specific Performance.
• Each of Contributor and Acquiror acknowledges that the other Party would be damaged irreparably if their obligations under this Agreement to be performed at or in connection with Closing are not performed in accordance with their specific terms or otherwise breached. It is, accordingly, agreed that if, and only if, (i) all of the conditions to Contributor’s obligation to consummate the Closing have been satisfied by the Outside Date or waived by the LandBridge Parties (other than those conditions that by their nature cannot be satisfied until the Closing Date, but each of which conditions is capable of being satisfied upon the Closing Date); (ii) Contributor fails to complete the Closing by the Outside Date; and (iii) Acquiror has confirmed that it is ready, willing and able to consummate the Closing pursuant to the terms and conditions set forth in this Agreement, then Acquiror shall be entitled to seek an injunction or injunctions to prevent the breach of this Agreement and to enforce specific performance of the terms and provisions of this Agreement, without proof of actual damages. It is also, accordingly, agreed that if, and only if, (i) all of the conditions to Acquiror’s obligation to consummate the Closing have been satisfied by the Outside Date (other than those conditions that by their nature cannot be satisfied until the Closing Date, but each of which conditions is capable of being satisfied upon the Closing Date); (ii) Acquiror fails to complete the Closing by the Outside Date; (iii) Contributor has confirmed that it is ready, willing and able to consummate the Closing pursuant to the terms and conditions set forth in this Agreement; (iv) Contributor shall not have terminated this Agreement and received the Deposit pursuant to Section 10.1(f) and Section 10.2(c); (v) Acquiror or Contributor shall not have terminated this Agreement and Contributor shall not have received the Deposit pursuant to Section 10.1(j) and Section 10.2(c); and (vi) Acquiror is no longer making reasonable good faith efforts to pursue financing under the Debt Agreement or Alternate Financing, then Contributor shall be entitled to seek an injunction or injunctions to prevent the breach of this Agreement and to enforce specific performance of the terms and provisions of this Agreement, without proof of actual damages. Each Party agrees to waive any requirement for the securing or posting of any bond in connection with such remedy. Each Party further agrees not to assert that such specific enforcement is unavailable because a remedy of monetary damages would provide an adequate remedy.
• If either Contributor or Acquiror becomes entitled to the Deposit (less the Independent Contract Consideration, as applicable) upon termination of this Agreement in accordance with its terms, Acquiror and Contributor shall deliver a letter of instruction to the Title Company directing disbursement of the Deposit to the Party entitled thereto.
• Pre-Closing Date Exclusive Remedies. Notwithstanding anything to the contrary contained in this Agreement, Contributor’s and Acquiror’s sole and exclusive remedies against each other prior to the Closing Date with respect to breaches of the representations, warranties, covenants, and agreements of the Parties contained in this Agreement are set forth in Section 4.1 and this Article 10.
• INDEMNIFICATION
• Assumption; Retention. Without limiting Acquiror’s rights to indemnity and other rights and remedies hereunder, including pursuant to Section 4.3, from and after the Closing, Acquiror

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• shall assume and fulfill, perform, pay, and discharge all of the Assumed Obligations, and Contributor shall retain and fulfill, perform, pay and discharge all of the Retained Liabilities.
• Indemnification.
• From and after Closing, Acquiror shall be responsible for and indemnify, defend, and hold harmless Contributor Group from and against all Damages incurred, suffered by, or asserted against Contributor Group caused by or arising out of or resulting from:
• Acquiror’s breach of any of Acquiror’s covenants or agreements contained in this Agreement or the Transaction Documents;
• any breach of any representation or warranty made by Acquiror contained in Article 6; or
• the Assumed Obligations;

IN EACH CASE, EVEN IF SUCH DAMAGES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT, OR CONCURRENT), STRICT LIABILITY OR OTHER LEGAL FAULT OF THE Contributor GROUP, BUT EXCLUDING ANY DAMAGES CAUSED BY OR ARISING OUT OF THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD OF ANY MEMBER OF CONTRIBUTOR GROUP, AND FURTHER EXCLUDING, IN EACH CASE, DAMAGES FOR WHICH CONTRIBUTOR WOULD BE REQUIRED TO INDEMNIFY ACQUIROR GROUP UNDER Section 11.2(b).

• From and after Closing, subject to the limitations set forth in Section 11.4, Contributor shall be responsible for and indemnify, defend, and hold harmless the Acquiror Group from and against all Damages incurred, suffered by, or asserted against the Acquiror Group caused by or arising out of or resulting from:
• Contributor’s breach of any of Contributor’s covenants or agreements contained in this Agreement or the Transaction Documents;
• any breach of any representation or warranty made by Contributor contained in Article 5; or
• the Retained Liabilities;

IN EACH CASE, EVEN IF SUCH DAMAGES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT, OR CONCURRENT), STRICT LIABILITY OR OTHER LEGAL FAULT OF THE ACQUIROR GROUP, BUT EXCLUDING ANY DAMAGES CAUSED BY OR ARISING OUT GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD OF ANY MEMBER OF THE ACQUIROR GROUP, AND FURTHER EXCLUDING, IN EACH CASE, DAMAGES FOR WHICH ACQUIROR WOULD BE REQUIRED TO INDEMNIFY CONTRIBUTOR GROUP UNDER Section 11.2(a).

• The indemnity of each Party provided in this Section 11.2 shall be for the benefit of and extend to each Person included in the Contributor Group and the Acquiror Group, as applicable. Any claim for indemnity under this Section 11.2 by any third Person must be brought and administered by a Party to this Agreement. No Indemnified Person (including any Person within the Contributor Group and the Acquiror Group), other than the Parties, shall have any rights against Contributor or Acquiror under the

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• terms of this Section 11.2 except as may be exercised on its behalf by Acquiror or Contributor, as applicable, pursuant to this Section 11.2(c). The Parties may elect to exercise or not exercise indemnification rights under this Section 11.2 on behalf of the other Indemnified Persons affiliated with it in its sole discretion and shall have no liability to any such other Indemnified Person for any action or inaction under this Section 11.2.
• Payments by an Indemnifying Person in respect of any indemnified loss hereunder shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Indemnified Person in respect of any such claim. Notwithstanding anything in this Agreement to the contrary, Acquiror shall not be required to pursue or obtain recovery under any insurance policies or indemnity, contribution or other similar agreements (including the Title Policy) as a condition to pursuing or receiving any indemnified loss under this Agreement. Upon Contributor’s payment or satisfaction in full of any indemnified loss for which Acquiror may also seek recovery under the Title Policy, Contributor shall be subrogated to Acquiror’s rights to pursue recovery under the Title Policy.
• Indemnification Actions. All claims for indemnification under Section 11.2 shall be asserted and resolved as follows:
• For purposes hereof, (i) the term “Indemnifying Person” when used in connection with particular Damages shall mean the Person or Persons having an obligation to indemnify another Person or Persons with respect to such Damages pursuant to this Article 11 and (ii) the term “Indemnified Person” when used in connection with particular Damages shall mean the Person or Persons having the right to be indemnified with respect to such Damages by another Person or Persons pursuant to this Article 11.
• To make a claim for indemnification under Section 11.2, an Indemnified Person shall notify the Indemnifying Person, in writing and in accordance with Section 13.2, of its claim under this Section 11.3, including the specific details of and specific basis under this Agreement for its claim (the “Claim Notice”). In the event that the claim for indemnification is based upon a claim by a third Person against the Indemnified Person (a “Third Person Claim”), the Indemnified Person shall provide its Claim Notice promptly after the Indemnified Person has Knowledge of the Third Person Claim and shall enclose a copy of all papers (if any) served with respect to the Third Person Claim; provided that the failure of any Indemnified Person to give notice of a Third Person Claim as provided in this Section 11.3 shall not relieve the Indemnifying Person of its obligations under Section 11.2 except to the extent such failure results in insufficient time being available to permit the Indemnifying Person to effectively defend against the Third Person Claim or otherwise prejudices the Indemnifying Person’s ability to defend against the Third Person Claim. In the event that the claim for indemnification is based upon an inaccuracy or breach of a representation, warranty, covenant, or agreement, the Claim Notice shall specify the representation, warranty, covenant, or agreement that was inaccurate or breached.
• In the case of a claim for indemnification based upon a Third Person Claim, the Indemnifying Person shall have thirty (30) days from its receipt of the Claim Notice to notify the Indemnified Person whether it admits or denies its obligation to indemnify and defend the Indemnified Person against such Third Person Claim under this Article 11. If, the Indemnifying Person does not notify the Indemnified Person within such 30-day period whether the Indemnifying Person admits or denies its obligation to indemnify and defend the Indemnified Person, it shall be conclusively deemed to have denied such indemnification and defense obligation hereunder. The Indemnified Person is authorized, prior to and during such 30-day period, to file any motion, answer, or other pleading that it shall deem necessary or appropriate to protect its interests or those of the Indemnifying Person and that is not prejudicial to the Indemnifying Person.

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• If the Indemnifying Person admits its obligation, it shall have the right and obligation to diligently defend, at its sole cost and expense, the Third Person Claim. The Indemnifying Person shall have full control of such defense and proceedings, including, subject to the last sentence of this Section 11.3(d), any compromise or settlement thereof. If requested by the Indemnifying Person, the Indemnified Person agrees to cooperate in contesting any Third Person Claim that the Indemnifying Person elects to contest (provided that the Indemnified Person shall not be required to bring any counterclaim or cross-complaint against any Person). The Indemnified Person may at its own expense participate in, but not control, any defense or settlement of any Third Person Claim controlled by the Indemnifying Person pursuant to this Section 11.3(d). An Indemnifying Person shall not, without the written consent of the Indemnified Person, settle any Third Person Claim or consent to the entry of any judgment with respect thereto which (i) does not result in a final resolution of the Indemnified Person’s liability with respect to the Third Person Claim (including, in the case of a settlement, an unconditional written release of the Indemnified Person); (ii) may materially and adversely affect the Indemnified Person (other than as a result of money damages covered by the indemnity); or (iii) places ongoing affirmative obligations on the Indemnified Person.
• If the Indemnifying Person does not admit its obligation or admits its obligation but fails to diligently defend or settle the Third Person Claim, then the Indemnified Person shall have the right to defend against the Third Person Claim (at the sole cost and expense of the Indemnifying Person, if the Indemnified Person is entitled to indemnification hereunder), with counsel of the Indemnified Person’s choosing, subject to the right of the Indemnifying Person to admit its obligation and assume the defense of the Third Person Claim at any time prior to settlement or final determination thereof. If the Indemnifying Person has not yet admitted its obligation to provide indemnification with respect to a Third Person Claim, the Indemnified Person shall send written notice to the Indemnifying Person of any proposed settlement, and the Indemnifying Person shall have the option for ten (10) days following receipt of such notice to (i) admit in writing its obligation to provide indemnification with respect to the Third Person Claim and (ii) if its obligation is so admitted, reject, in its reasonable judgment, the proposed settlement. If the Indemnified Person settles any Third Person Claim over the objection of the Indemnifying Person after the Indemnifying Person has timely admitted its obligation in writing and assumed the defense of a Third Person Claim, the Indemnified Person shall be deemed to have waived any right to indemnity therefor.
• In the case of a claim for indemnification not based upon a Third Person Claim, the Indemnifying Person shall have thirty (30) days from its receipt of the Claim Notice to (i) cure the Damages complained of, (ii) admit its obligation to provide indemnification with respect to such Damages, or (iii) dispute the claim for such indemnification. If the Indemnifying Person does not notify the Indemnified Person within such 30-day period that it has cured the Damages or that it disputes the claim for such indemnification, the Indemnifying Person shall be deemed to have disputed such claim for indemnification.
• Limitation on Actions.
• Notwithstanding anything herein to the contrary, in no event shall Contributor indemnify Acquiror Group for (i) any individual claim for Damages with respect to Contributor’s breach of any representation or warranty contained in this Agreement or any certificate delivered by Contributor pursuant to this Agreement, other than the Contributor Fundamental Representations or the representations and warranties in Section 5.10 or the Special Warranty, that does not exceed [***] (the “Indemnification Threshold”), (ii) any claims for Damages with respect to Contributor’s breach of any representation or warranty contained in this Agreement or any certificate delivered by Contributor pursuant to this Agreement, other than the Contributor Fundamental Representations or the representations and warranties in Section 5.10 or the Special Warranty, unless and until the aggregate amount of Damages with respect to all claims which exceed the Indemnification Threshold for which Contributor is liable under this Agreement

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• exceed [***] (the “Indemnity Deductible”) and then only to the extent such Damages exceed the Indemnity Deductible, (iii) aggregate claims for Damages with respect to Contributor’s breach of any representation or warranty contained in this Agreement or any certificate delivered by Contributor pursuant to this Agreement, other than the Contributor Fundamental Representations or the representations and warranties in Section 5.10 or the Special Warranty, in excess of [***] and (iv) aggregate claims for Damages, including Contributor’s obligation to indemnify Acquiror for a breach of any of Contributor’s Fundamental Representations, Contributor’s representations and warranties in Section 5.10, the Special Warranty, and Contributor’s breach of, or default under, any of its covenants or obligations under this Agreement or any certificate delivered by Contributor pursuant to this Agreement, in excess of the Adjusted Consideration.
• The representations and warranties of the Parties in Article 5 and Article 6 shall survive the Closing hereunder for a period of [***] (unless a different period is expressly provided within the applicable Section), except that (i) the representations, warranties and acknowledgements, as applicable, of Contributor in Section 5.2, Section 5.3, Section 5.4, Section 5.5, Section 5.6, Section 5.8, and Section 5.16 (the “Contributor Fundamental Representations”), and of Acquiror in Section 6.2, Section 6.3, Section 6.4, Section 6.5, Section 6.6, and Section 6.9 (the “Acquiror Fundamental Representations”), shall survive indefinitely, (ii) the representations and warranties in Section 5.10 shall survive the Closing until the date that is [***] days after the expiration of the applicable statute of limitations, and (iii) covenants and agreements of the Parties in this Agreement to be performed at or after the Closing shall survive until fully performed. The remainder of this Agreement shall survive the Closing hereunder for a period of [***] months, except as may otherwise be expressly provided herein. Representations, warranties, covenants, and agreements shall be of no further force and effect after the date of their expiration; provided, that there shall be no termination of any bona fide claim asserted pursuant to this Agreement (and not resolved or relinquished) with respect to such a representation, warranty, covenant, or agreement prior to its expiration date.
• The indemnities in Section 11.2(a)(i), Section 11.2(a)(ii), Section 11.2(b)(i), and Section 11.2(b)(ii) with respect to a particular representation, warranty, covenant or agreement, as applicable, shall terminate as of the termination date of such respective representation, warranty, covenant, or agreement that is subject to indemnification thereunder, except, in each case, as to matters for which a specific written claim for indemnity has been delivered to the Indemnifying Person on or before such termination date. The indemnity in Section 11.2(a)(iii) shall survive the Closing without time limit. The indemnity in Section 11.2(b)(iii), shall survive the Closing without time limit.
• In no event shall any Indemnified Person be entitled to duplicate compensation with respect to the same Damage, liability, loss, cost, expense, claim, award, or judgment under more than one provision of this Agreement or the Transaction Documents. Notwithstanding anything to the contrary contained in this Agreement, (i) a claim for indemnity may be made by a Party under this Article 11 with respect to any breach of any representation, warranty or covenant set forth in this Agreement despite the fact that such Party obtained knowledge prior to the Closing hereunder, of any such breach of representation, warranty or covenant, and (ii) for purposes of [***] any inaccuracy, misrepresentation or breach, of any representation or warranty set forth herein or any corresponding certificates delivered at by the Parties at Closing (excluding the representations set forth in Section 5.22 or any “bring-down” thereof contained in any certificate delivered by Contributor pursuant to this Agreement), the representations and warranties set forth in this Agreement that are qualified as to “material,” “materiality,” “material respects,” “material adverse effect” or words of similar import or effect shall be deemed to have been made without any such qualification.
• Waiver of Right to Rescission. The Parties acknowledge that, subject to any rights the Parties may have hereunder to seek and obtain specific performance or other express injunctive

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• remedies as provided in this Agreement, following the Closing, the payment of money, as limited by the terms of this Agreement, shall be adequate compensation for breach of any representation, warranty, covenant, obligation or agreement contained herein or for any other claim arising in connection with or with respect to the transactions contemplated by this Agreement. As such, except in the event of fraud, Acquiror and Contributor waive any right to rescind this Agreement or any of the transactions contemplated.
• Post-Closing Date Exclusive Remedies. Notwithstanding anything to the contrary contained in this Agreement, except (i) in the event of fraud and (ii) with respect to breach of the Special Warranty, Contributor’s and Acquiror’s sole and exclusive remedies against each other from and after the Closing with respect to breaches of the representations, warranties, covenants, and agreements of the Parties contained in this Agreement and the Transaction Documents or otherwise with respect to the transactions contemplated by this Agreement and the Assets are set forth in this Article 11. Effective as of the Closing and subject to the terms of the Transaction Documents and the provisions of this Agreement that expressly survive Closing, Acquiror, on its own behalf and its successors and assigns and on behalf of the Acquiror Group, HEREBY RELEASES, REMISES AND FOREVER DISCHARGES Contributor Group from any and all Proceedings, claims and Damages whatsoever, in law or in equity, known or unknown, absolute or contingent, which Acquiror Group might now or subsequently may have, based on, relating to, or arising out of the Assets or the ownership, use or operation thereof prior to Closing, or the condition, quality, status or nature of the Assets prior to Closing, including (a) any contamination in, on, under or adjacent to the Assets by any Hazardous Substances, other than residual amounts of Hydrocarbons that are discharged or released incidental to Hydrocarbon production and transportation on or across the Land by third parties, and (b) breaches of statutory or implied warranties, any tax attributes relating to Assets, nuisance or other tort actions, rights to punitive damages, common law rights of contribution and rights under insurance policies maintained by Contributor Group, and Acquiror assumes the risk that adverse physical and environmental conditions may not have been revealed by its investigation. Notwithstanding the foregoing, the foregoing release shall not constitute a release from, waiver of, or otherwise apply to (i) any claims for fraud, (ii) the terms of this Agreement or the other Transaction Documents or any enforcement thereof, or (iii) any commercial or business transactions between any member of Acquiror Group, on the one hand, and any member of Contributor Group, on the other hand, that exist at the Closing and are unrelated to the subject matter of this Agreement or the other Transaction Documents. The provisions of this Section 11.6 shall survive indefinitely any Closing or termination of this Agreement and shall not be merged into the Transaction Documents.
• Indemnity Holdback; Satisfaction of Claims.
• After Closing, the Title Company shall retain $[***] of the Adjusted Cash Consideration (such retained funds after the Closing plus all interest earned thereon, the “Holdback Amount”, and such account in which the Holdback Amount is held, the “Escrow Account”) for the purpose of securing the satisfaction and discharge of indemnity claims of Acquiror against Contributor under this Agreement and Special Warranty claims of Acquiror under the applicable Transaction Document. The joint, written authorization of representatives of both Acquiror and Contributor pursuant to the Escrow Agreement shall be required for the disbursement of any portion of the Holdback Amount.
• With respect to each (i) claim for indemnification asserted by Acquiror against Contributor pursuant to Article 11 or (ii) Special Warranty claim asserted by Acquiror pursuant to the applicable Transaction Document during the period from and after the Closing Date up to the date that is [***] months following the Closing Date (the “Holdback Period”), upon final resolution or determination of such indemnity or warranty claim by the Parties or in accordance with Section 11.3, as applicable, any such amounts due by Contributor to Acquiror will be first satisfied from the Holdback Amount (but such claim shall not be limited to the Holdback Amount), and Acquiror and Contributor shall jointly instruct the

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• Title Company to disburse to Acquiror the amount set forth in such joint instruction, which will be that portion of the Holdback Amount being held in the Escrow Account as would satisfy such finally resolved or determined indemnity or Special Warranty claim, together with a pro rata portion of the then-accrued interest on the Holdback Amount.
• Acquiror and Contributor shall jointly instruct the Title Company to release to Contributor any amounts then-remaining in the Escrow Account on the first business day after the expiration of the Holdback Period, except for the aggregate amount of all outstanding claims for indemnification hereunder or under the Special Warranty that Acquiror has provided to Contributor prior to the expiration of the Holdback Period that have not been previously satisfied (which monies shall remain part of the Escrow Account until final resolution of such outstanding indemnity and/or Special Warranty claims).
• If Acquiror and Contributor fail to deliver a joint written instruction required pursuant to this Section 11.7 to the Title Company in accordance with this Section 11.7, then the Title Company shall, upon delivery by Acquiror or Contributor to the Title Company of a final written court order, not subject to further appeal, from a court of competent jurisdiction, pay to Contributor and/or Acquiror, as applicable, the amounts set forth in such court order, together with each Party’s applicable pro-rata share of all interest or income on or with respect to the Holdback Amount.
• All claims for indemnification by Contributor to Acquiror Group under the terms of this Agreement shall be satisfied, first, from the Holdback Amount and, if the Holdback Amount has been reduced to zero dollars ($0), then, paid by Contributor, at [***] election, either (i) in cash, (ii) by the return of Equity Consideration (with Acquiror Units and Class B Shares returned on a one-for-one basis), [***] or (iii) by a combination of cash and Equity Consideration. All indemnifiable Damages payable by Acquiror shall be satisfied in cash by Acquiror in immediately available funds. If such a claim is to be satisfied through the return of Equity Consideration, Parent and Acquiror shall be permitted to provide instructions to the applicable transfer agent to cancel such Equity Consideration and Contributor will cooperate with Parent and Acquiror by delivering such instructions or confirmations as such transfer agent shall request.
• TAX MATTERS
• Tax Cooperation. Each Party shall cooperate fully, as and to the extent reasonably requested by any other Party, in connection with the preparation and filing of all Tax Returns, the preparation for any Tax Proceeding, and the prosecution or defense of any Tax Proceeding. Such cooperation shall include the retention and (upon the other Party’s request) the provision of Records that are relevant to any such Tax Return or Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided under this Agreement. Contributor and the Acquiror agree to retain all Records with respect to Tax matters pertinent to the Assets or the Water Business relating to any Tax period beginning before the Closing Date until the expiration of the statute of limitations of the respective taxable periods and to abide by all record retention agreements entered into with any Governmental Authority.
• Asset Tax Allocation.
• Contributor shall be allocated and bear all Asset Taxes attributable to (i) any Tax period ending prior to the Effective Time and (ii) the portion of any Straddle Period ending immediately prior to the Effective Time, and Acquiror shall be allocated and bear all Asset Taxes attributable to (A) any Tax period beginning at or after the Effective Time and (B) the portion of any Straddle Period beginning at

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• the Effective Time; provided that Contributor (not the Acquiror) shall be allocated and bear the portion, if any, of any such Asset Taxes that consist of penalties, interest or additions to tax to the extent attributable to the failure by Contributor to timely pay any such Asset Taxes that were or became due and payable prior to Closing.
• For purposes of determining the allocations described in Section 12.2(a), (i) Asset Taxes that are attributable to the severance or production of Hydrocarbons (other than, for the avoidance of doubt, Asset Taxes that are ad valorem, property, and similar Asset Taxes imposed on a periodic basis) shall be allocated to the period in which the severance or production giving rise to such Asset Taxes occurred, (ii) Asset Taxes that are based upon or related to sales or receipts or imposed on a transactional basis (other than such Asset Taxes described in clause (i) above or that are ad valorem, property and similar Asset Taxes imposed on a periodic basis) shall be allocated to the period in which the transaction giving rise to such Asset Taxes occurred, and (iii) Asset Taxes that are ad valorem, property or similar Asset Taxes imposed on a periodic basis pertaining to a Straddle Period shall be allocated between the portion of such Straddle Period ending immediately prior to the Effective Time and the portion of such Straddle Period beginning at the Effective Time by prorating each such Asset Tax based on the number of days in the applicable Straddle Period that occur up to, but not including, the day including the Effective Time, on the one hand, and the number of days in such Straddle Period that occur from and after the day including the Effective Time, on the other hand.
• To the extent the actual amount of an Asset Tax is not determinable at the time an adjustment to the Unadjusted Consideration is to be made with respect to such Asset Tax pursuant to Section 3.2, Contributor and Acquiror shall utilize the most recent information available in estimating the amount of such Asset Tax for purposes of such adjustment. To the extent the actual amount of an Asset Tax (or the amount thereof paid or economically borne by a Party) is ultimately determined to be different than the amount that was taken into account in the Adjusted Consideration, timely payments will be made from one Party to the other to the extent necessary to cause each Party to bear the amount of such Asset Tax that is allocable to such Party under Section 12.2(a) (and any such payments shall be treated as adjustments to the Adjusted Consideration unless otherwise required by Law.)
• Tax Returns. Without limiting the Acquiror’s indemnification rights pursuant to Section 11.2(b), after the Closing, the Acquiror shall (a) be responsible for paying any Asset Taxes for any (i) Tax period that ends before the Effective Time or (ii) Straddle Period, in each case, that become due and payable after the Closing Date and shall prepare (or cause to be prepared) any and all Tax Returns with respect to Asset Taxes that are required to be filed after the Closing, (b) submit each such Tax Return that pertains to (i) a Tax period that ends before the Effective Time or (ii) a Straddle Period, in each case, to Contributor for its review and reasonable comment, and (c) file (or cause to be filed) any such Tax Return, after considering in good faith any reasonable comments received from Contributor. The Parties agree that (i) this Section 12.3 is intended to solely address the timing and manner in which certain Tax Returns relating to Asset Taxes are filed and the Asset Taxes shown thereon are paid to the applicable Governmental Body, and (ii) nothing in this Section 12.3 shall be interpreted as altering the manner in which Asset Taxes are allocated to and economically borne by the Parties.
• Tax Contests. If, after the Closing Date, the Acquiror receives notice of a Tax Proceeding with respect to any Asset Tax or Tax Return with respect to Asset Taxes related to any taxable period ending prior to the Effective Time (a “Contributor Tax Contest”), the Acquiror shall notify Contributor within ten (10) days of receipt of such notice; provided, that the failure of the Acquiror to provide such notice will not relieve Contributor of its obligations under this Agreement except to the extent that Contributor shall have been actually and materially prejudiced as a result of such failure. Contributor shall have the option, at its sole cost and expense, to control any Contributor Tax Contest and may exercise such option by providing written notice to the Acquiror within fifteen (15) days of receiving notice of such

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• Contributor Tax Contest from the Acquiror; provided that if Contributor exercises such option, Contributor shall (i) keep the Acquiror reasonably informed of the progress of such Contributor Tax Contest, (ii) permit the Acquiror (or the Acquiror’s counsel) to participate, at the Acquiror’s sole cost and expense, in such Contributor Tax Contest, including in meetings with the applicable Governmental Body, and (iii) not settle, compromise and/or concede any portion of such Tax Contest without the consent of the Acquiror, which consent shall not be unreasonably withheld, conditioned or delayed. If, after the Closing Date, the Acquiror receives notice of a Tax Proceeding with respect to any Asset Tax or Tax Return with respect to Asset Taxes related to a Straddle Period (a “Straddle Period Tax Contest”), the Acquiror shall notify Contributor within ten (10) days of receipt of such notice. The Acquiror shall control any Contributor Tax Contest to extent Contributor does not reasonably promptly exercise to its control right with respect to such Contributor Tax Contest, as well as any Straddle Period Tax Contest; provided, that the Acquiror shall (x) keep Contributor reasonably informed of the progress of such Tax Contest, (y) permit Contributor (or Contributor’s counsel) to participate, at Contributor’s sole cost and expense, in such Tax Contest, including in meetings with the applicable Governmental Body and (z) not settle, compromise and/or concede any portion of such Tax Contest, without the consent of Contributor, which consent shall not be unreasonably withheld, conditioned or delayed. To the extent the Acquiror controls the conduct of a Contributor Tax Contest pursuant to this Section 12.4, Contributor shall promptly reimburse the Acquiror for all reasonable costs and expenses of defending such Contributor Tax Contest. To the extent the provisions of this Section 12.4 are inconsistent with Section 11.3, this Section 12.4 shall control with respect to any Contributor Tax Contest or any Acquiror Tax Contest, as applicable.
• Agreed Tax Treatment and Tax Allocation.
• The Parties agree that, for U.S. federal income tax purposes (and applicable U.S. state and local income tax purposes that follow such treatment), the transfer of all of the Assets by Contributor to the Acquiror in exchange for, at the Closing, the Equity Consideration, the assumption of any liabilities related to the Assets, the Adjusted Cash Consideration, and any other amounts constituting consideration for Tax purposes, shall be treated as a transfer qualifying in part for nonrecognition of gain or loss pursuant Section 721(a) of the Code to the extent applicable and being characterized as a disguised sale transaction described in Section 707(a)(2)(B) of the Code with respect to any amounts treated as a transfer of consideration pursuant to Treasury Regulations Section 1.707-3(a)(1) (including any cash consideration and any amount of liabilities other than “qualified liabilities” (within the meaning of Treasury Regulations Section 1.707-5(a)(6)) deemed to be assumed as part of such transfer); provided that the Parties agree (i) to use reasonable best efforts to determine whether any portion of the Adjusted Cash Consideration constitutes a reimbursement of preformation capital expenditures within the meaning of Treasury Regulation Section 1.707-4(d) and (ii) the Class B Shares issued as part of the Adjusted Consideration shall have zero value (the “Agreed Tax Treatment”).
• Within one-hundred twenty (120) days following the determination of the Adjusted Consideration pursuant to Section 3.2, the Acquiror shall prepare an estimated allocation of the Adjusted Consideration and any other items properly treated as consideration for U.S. federal income tax purposes (including any amount of liabilities, other than “qualified liabilities” (within the meaning of Treasury Regulations Section 1.707-5(a)(6)), deemed to be assumed by the Acquiror) among the Assets in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provision of U.S. state or local or non-U.S. Tax Law, as appropriate) and deliver a schedule setting forth such allocation (the “Tax Allocation Schedule”) to Contributor. Contributor shall reasonably cooperate with the Acquiror in respect of the preparation of the Tax Allocation Schedule, including timely and properly preparing, executing, filing and delivering all such documents, forms and other information as the Acquiror may reasonably request in connection therewith. Contributor shall have thirty (30) days from the delivery of the Tax Allocation Schedule by the Acquiror to contest the allocations set forth in the Tax Allocation Schedule by notifying the Acquiror in writing of the items contested by Contributor. If

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• Contributor timely contests the Tax Allocation Schedule, Contributor and the Acquiror shall cooperate in good faith to promptly resolve any disputes with respect to the Tax Allocation Schedule. If Contributor and the Acquiror are unable to resolve any disputed item in the Tax Allocation Schedule within thirty (30) days after the Acquiror’s receipt of Contributor’s written notice regarding such contested items (or such other time period mutually agreed to by Contributor and the Acquiror), such contested items shall be determined by such independent accounting firm as shall be mutually agreed to by Contributor and the Acquiror (the “Tax Expert”). The Tax Allocation Schedule, as agreed to or finally determined by Contributor and the Acquiror or by the Tax Expert (or, if Contributor does not timely contest the Tax Allocation Schedule pursuant to this Section 12.5(b), as delivered by the Acquiror pursuant to this Section 12.5(b)) (the “Final Tax Allocation”), shall be final and shall be binding upon the Parties. Contributor and the Acquiror shall use commercially reasonable efforts to update the Final Tax Allocation in accordance with Section 1060 of the Code and the Treasury Regulations thereunder following any adjustment to the Adjusted Consideration or any other items properly treated as consideration for U.S. federal income tax purposes.
• Notwithstanding anything in this Agreement to the contrary, the Parties shall not (and shall not permit their respective Affiliates to) file any Tax Return or otherwise take any position with respect to Taxes which is inconsistent with the Agreed Tax Treatment or the Final Tax Allocation (as adjusted), except to the extent otherwise required by applicable Law following a final determination as defined in Section 1313 of the Code or with the consent of the other Party; provided, however, that no Party will be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax Proceedings in connection with the Agreed Tax Treatment or the Final Tax Allocation (as adjusted).
• Survival. For the avoidance of doubt, the covenants in this Article 12 are, by their terms, intended to apply and be performed, in whole or in part, on and after the Closing, and shall survive until fully performed.
• Characterization of Certain Payments. The Parties agree that any payments or remittances of Taxes by one Party to the other Party made pursuant to Section 3.4, Article 11 or this Article 12 shall be treated for all Tax purposes as adjustments to the Unadjusted Consideration or the Adjusted Consideration, as applicable, unless otherwise required by Law.
• MISCELLANEOUS
• Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute but one agreement. Any Party’s delivery of an executed counterpart signature page by email is as effective as executing and delivering this Agreement in the presence of the other Parties. No Party shall be bound until such time as all of the Parties have executed counterparts of this Agreement.
• Notice. All notices and other communications that are required or may be given pursuant to this Agreement must be given in writing and shall be deemed to have been given (a) when delivered personally, by courier, to the addressee, (b) when received by the addressee if sent by registered or certified mail, postage prepaid, or (c) upon affirmative confirmation of receipt if sent by email (including auto-reply functions) if sent during normal business hours of the recipient or on the next day if sent after normal business hours of the recipient. Such notices and other communications must be sent to the following addresses or email addresses:

If to Contributor:

1918 Ranch & Royalty, LLC

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[***]

[***]

Attn: [***]

Email: [***]

With an electronic copy to (which shall not constitute service):

McMahon Surovik Suttle, P.C.

[***]

[***]

Attn: [***]

Telephone: [***]

Email: [***]

Porter Hedges LLP

[***]

[***]

Attn: [***]

Telephone: [***]

Email: [***]

Brian T. McLaughlin

[***]

[***]

Telephone: [***]

Email: [***]

If to either LandBridge Party:

DBR Land Holdings LLC

[***]

[***]

Attn: General Counsel

Telephone: [***]

E-mail: [***]

With an electronic copy to (which shall not constitute service):

Vinson & Elkins L.L.P.

[***]

[***]

Attn: [***]

Telephone: [***]

E-mail: [***]

Any Party may change its address or email address for notice purposes by written notice to the other Party in the manner set forth above.

• Transfer Taxes, Recording Fees, Similar Taxes, HSR Filing Fees, & Escrow Fees. Notwithstanding anything to the contrary in this Agreement, any sales, use, excise, real property transfer or gain, gross receipts, goods and services, registration, capital, documentary, stamp, or transfer

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• Taxes, recording fees, and similar Taxes and fees incurred and imposed upon, or with respect to, the property transfers or other transactions contemplated hereby (collectively, “Transfer Taxes”) shall be borne by [***] by Contributor and [***] by Acquiror. The Parties shall reasonably cooperate in good faith to minimize, to the extent permissible under applicable Law, the amount of any such Transfer Taxes. All filing fees payable in connection with any filing required by the HSR Act shall be paid [***] by Contributor and [***] by Acquiror. Contributor shall pay (i) [***] of the basic premium of the Title Policy (but not for extended coverage or any endorsements or modifications to the Title Policy) and (ii) the costs, if any, incurred by Contributor in connection with the performance of its obligations under this Agreement. Acquiror shall pay (i) [***] of the basic premium of the Title Policy, (ii) any premiums related to extended coverage or any endorsements or modifications to the Title Policy requested by Acquiror, (iii) the recording fees, (iv) the cost of the Survey, (v) any escrow fee or similar charges of Title Company, and (vi) the costs, if any, incurred by Acquiror in connection with the performance of its obligations under this Agreement. Except as otherwise provided herein, all costs and expenses (including legal and financial advisory fees and expenses) incurred in connection with, or in anticipation of, this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such expenses.
• Governing Law; Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ALL CONFLICTS OF LAWS PROVISIONS CALLING FOR APPLICATION OF THE LAWS OF ANOTHER STATE. The Parties agree that the appropriate, exclusive and convenient forum for any disputes between the Parties arising out of this Agreement or the transactions contemplated hereby shall be in any state court in Midland County, Texas, and each Party irrevocably submits to the jurisdiction of such courts solely in respect of any legal proceeding arising out of or related to this Agreement. The Parties further agree that the Parties shall not bring suit with respect to any disputes arising out of this Agreement or the transactions contemplated hereby in any court or jurisdiction other than the above specified courts; provided that the foregoing shall not limit the rights of the Parties to obtain execution of judgment in any other jurisdiction. The Parties further agree, to the extent permitted by Laws, that a final and unappealable judgment against a Party in any action or proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. EACH PARTY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT.
• Waivers. Any failure by a Party to comply with any of its obligations, agreements, or conditions herein contained may be waived by the Party to whom such compliance is owed by an instrument signed by such Party and expressly identified as a waiver, but not in any other manner. No waiver of, consent to a change in, or any delay in timely exercising any rights arising from, any of the provisions of this Agreement shall be deemed or shall constitute a waiver of, or consent to a change in, other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.
• Assignment. Upon written notice to Contributor and Title Company, Acquiror may assign all of its rights and obligations under this Agreement to an Affiliate of Acquiror so long as Acquiror is not relieved of its liabilities and obligations hereunder. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.
• Entire Agreement. This Agreement (including, for purposes of certainty, the Appendix, Exhibits, and Schedules attached hereto) and the documents executed hereunder constitute the

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• entire agreement among the Parties pertaining to the subject matter hereof, and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties pertaining to the subject matter hereof.
• Amendment. This Agreement may be amended or modified only by an agreement in writing executed by all Parties and expressly identified as an amendment or modification.
• No Third Party Beneficiaries. Nothing in this Agreement shall entitle any Person other than Acquiror and Contributor to any claims, cause of action, remedy, or right of any kind, except the rights expressly provided in Section 7.1, Section 7.11, Section 7.15 and Article 11.
• Construction. The Parties acknowledge that (a) the Parties have had the opportunity to exercise business discretion in relation to the negotiation of the details of the transaction contemplated hereby, (b) this Agreement is the result of arms-length negotiations from equal bargaining positions, and (c) the Parties and their respective counsel participated in the preparation and negotiation of this Agreement. Any rule of construction that a contract be construed against the drafter shall not apply to the interpretation or construction of this Agreement.
• Limitation on Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT IN CONNECTION WITH ANY DAMAGES INCURRED TO THIRD PERSONS (OTHER THAN THE PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES) FOR WHICH INDEMNIFICATION IS SOUGHT UNDER THE TERMS OF THIS AGREEMENT OR EVENTS OF FRAUD OR WILLFUL MISCONDUCT, NONE OF ACQUIROR, CONTRIBUTOR, OR ANY OF THEIR RESPECTIVE AFFILIATES SHALL BE ENTITLED TO PUNITIVE, EXEMPLARY, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (EXCEPT TO THE EXTENT SUCH DAMAGES CONSTITUTE DIRECT DAMAGES) IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND, EXCEPT AS OTHERWISE PROVIDED IN THIS SENTENCE, ACQUIROR AND Contributor, FOR ITSELF AND ON BEHALF OF ITS AFFILIATES, HEREBY EXPRESSLY WAIVE ANY RIGHT TO PUNITIVE, EXEMPLARY, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (EXCEPT TO THE EXTENT SUCH DAMAGES CONSTITUTE DIRECT DAMAGES) IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.
• Recording. As soon as practicable after the Closing, Acquiror shall cause the applicable Transaction Documents to be recorded in the appropriate counties as well as with any appropriate Governmental Bodies and provide Contributor with copies of all recorded or approved instruments.
• Conspicuous. THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE OR ENFORCEABLE, THE PROVISIONS IN THIS AGREEMENT IN BOLD-TYPE OR ALL-CAPS FONT ARE “CONSPICUOUS” FOR THE PURPOSE OF ANY APPLICABLE LAW.
• Severability. The invalidity or unenforceability of any term or provision of this Agreement in any situation or jurisdiction shall not affect the validity or enforceability of the other terms or provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction and the remaining terms and provisions shall remain in full force and effect, unless doing so would result in an interpretation of this Agreement that is manifestly unjust.
• Time of Essence. Time is of the essence in the performance of this Agreement.

[Signature Pages Follow]

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IN WITNESS WHEREOF, this Agreement has been executed and entered into by the authorized representatives of each of the Parties on the Execution Date.

CONTRIBUTOR:

1918 RANCH & ROYALTY, LLC,

a Texas limited liability company

By: /s/ Kevin M. Hunstable

Name: Kevin M. Hunstable

Title: President

ACQUIROR:

DBR LAND HOLDINGS LLC,

a Delaware limited liability company

By: /s/ Scott McNeely

Name: Scott McNeely

Title: Executive Vice President, Chief Financial Officer

PARENT:

LANDBRIDGE COMPANY LLC,

a Delaware limited liability company

By: /s/ Scott McNeely

Name: Scott McNeely

Title: Executive Vice President, Chief Financial Officer

[Signature Page to Purchase, Sale and Contribution Agreement]

HHH (WITH RESPECT TO SECTION 7.15 ONLY):

HARRISON FAMILY PROPERTIES, LP,

a Texas limited partnership

By: Michael A Harrison Management, LLC,

its General Partner

By: /s/ Michael A. Harrison

Name: Michael A. Harrison

Title: Manager

W. O. HARRISON, JR. FAMILY LP,

a Texas limited partnership

By: BH Family GP, LLC, its sole general partner

By: /s/ Lynn J. Cates

Lynn J. Cates, Manager

KATHRYN N. HARRISON FAMILY LAND, LP,

a Texas limited partnership

By: Kathryn N. Harrison Land Management, LLC

its sole General Partner

By: /s/ Kathryn N. Harrison

Name: Kathryn N. Harrison

Title: Manager

[Signature Page to Purchase, Sale and Contribution Agreement]

APPENDIX A

DEFINED TERMS

“Acquiror” has the meaning set forth in the Preamble of this Agreement.

“Acquiror Fundamental Representations” has the meaning set forth in Section 11.4(b).

“Acquiror Group” means LandBridge Parties and their respective current and former Affiliates, and each of their respective officers, members, directors, employees, agents, advisors, and other Representatives.

“Acquiror Unit Consideration” has the meaning set forth in Section 3.1(a)(ii).

“Acquiror Units” has the meaning set forth in Section 3.1(a)(ii).

“Adjusted Cash Consideration” has the meaning set forth in Section 3.2(b).

“Adjusted Consideration” has the meaning set forth in Section 3.2(b).

“Affiliate” means, with respect to any Person, any Person that directly or indirectly Controls, is Controlled by, or is under Control with such Person. For purposes of this Agreement, all members of Contributor, entities owned or Controlled by such members, and the family members of the individuals that own, either individually or by way of an entity, any interest in Contributor shall be considered Affiliates of Contributor. In addition, with respect to any Person that is a private equity fund, investment fund, or similar pooled investment entity associated with Acquiror, the term “Affiliate” shall not include any portfolio company of such fund or entity (or any Affiliate of such portfolio company) unless such portfolio company (or Affiliate thereof) otherwise qualifies as an Affiliate of Acquiror apart from being under control by virtue of investment by the same or affiliated private equity fund or funds, investment fund or funds, or similar pooled investment entity or entities.

“Agreed Tax Treatment” has the meaning set forth in Section 12.5(a).

“Agreement” has the meaning set forth in the Preamble of this Agreement.

“Agreements” means all contracts, subcontracts, leases, bonds, mortgages, licenses, instruments, notes, commitments, undertakings, indentures, joint ventures, or other agreements, commitments, or legally binding arrangements, whether written or oral.

“AICPA” has the meaning set forth in Section 7.12.

“Antitrust Authority” has the meaning set forth in Section 7.2(a).

“Aquifers” means the Pecos Valley Aquifer, the Capitan Reef Aquifer, the Rustler Aquifer, the Dockum Aquifer, and any other aquifer or other water-bearing formation located beneath the surface of the Land.

“Asset Taxes” means ad valorem, property, excise, severance, production, extraction, sales and use Taxes and any other similar Taxes (i) based upon the acquisition, ownership or operation of the Assets, (ii) that arise as successor liability for Contributor’s Taxes based upon the production of Hydrocarbons (solely to extent such Hydrocarbons are included in the Assets) or the receipt of proceeds therefrom, or (iii) that

Appendix A – Page 1

otherwise relate to the Water Business; but excluding, for the avoidance of doubt, Income Taxes and Transfer Taxes.

“Assets” has the meaning set forth in Section 2.2.

“Assignment of Surface Rights Agreements” has the meaning set forth in Section 9.2(c).

“Assumed Obligations” means (i) subject to Section 3.3, all obligations and liabilities (including Environmental Liabilities) of every kind and character, known or unknown, with respect to or arising from or in connection with the Assets to the extent arising out of or relating to the ownership of the Assets prior to, on or after the Closing Date, (ii) [***] any and all Transfer Taxes; and (iii) any and all Asset Taxes allocated to Acquiror under ‎Article XII, but excluding, in all such instances, (a) matters that are the bases for an upward adjustment to the Unadjusted Consideration under Section 3.2, which will be exclusively settled and accounted for pursuant to the terms of Section 3.2, (b) matters that are subject to indemnification pursuant to Section 11.2(b), and (c) the Retained Liabilities.

“Bill of Sale and Assignment” has the meaning set forth in Section 9.2(e).

“Business Day” means each calendar day except Saturdays, Sundays, and Texas and Federal holidays.

“Central Time” means the prevailing central time zone of the United States of America.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., as amended.

“Claim Notice” has the meaning set forth in Section 11.3(b).

“Class A Shares” has the meaning set forth in Section 5.25.

“Class B Shares” has the meaning set forth in Section 3.1(a)(ii)(B).

“Closing” has the meaning set forth in Section 2.1.

“Closing Cash Amount” has the meaning set forth in Section 9.2(a).

“Closing Date” has the meaning set forth in Section 9.1.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Condemnation Proceeding” has the meaning set forth in Section 7.7(a).

“Confidential Information” has the meaning set forth in Section 7.3.

“Contracts” has the meaning set forth in Section 2.2(i).

“Contributed Assets” means an undivided sixteen and two thirds percent (16.67%) of the Assets.

“Contribution Agreement” means that certain Contribution Agreement dated as of April 30, 2025 between Stable Land Resources, LLC, Harrison Family Properties, LP, Kathryn N. Harrison Family Land, LP, WOH Family Land LLC and Contributor.

Appendix A – Page 2

“Contributor” has the meaning set forth in the Preamble of this Agreement.

“Contributor Fundamental Representations” has the meaning set forth in Section 11.4(b).

“Contributor Group” means Contributor, its Affiliates, Stable Land Resources, LLC, Harrison Family Properties, LP, Kathryn N. Harrison Family Land, LP, WOH Family Land LLC, and each of their respective officers, directors, employees, agents, advisors, and other Representatives.

“Contributor Tax Contest” has the meaning set forth in Section 12.4.

“Contributor Taxes” means any and all (i) Income Taxes imposed by any applicable Laws on Contributor or any of its direct or indirect owners or Affiliates or any affiliated, combined, consolidated, unitary, or similar group with respect to Taxes of which any of the foregoing is or was a member or shareholder, (ii) Asset Taxes allocable to Contributor pursuant to Section 12.2(a) (taking into account, and without duplication of, such Asset Taxes effectively borne by Contributor as a result of (a) the adjustments included in the Adjusted Consideration made pursuant to Section 3.2, and (b) any payments made from one Party to the other in respect of Asset Taxes pursuant to Section 12.2(c)), (iii) [***] of any Transfer Taxes described in Section 13.3, (iv) any Taxes attributable to any Excluded Property or any other asset or business of Contributor that is not part of the Assets or Water Business, and (v) any other Taxes imposed on or with respect to the Assets or Water Business for any taxable period (or portion thereof) ending before the Effective Time; but excluding, for the avoidance of doubt, any Transfer Taxes allocated to Acquiror pursuant to Section 13.3.

“Control” and its derivatives means the ability to direct the management and policies of a Person through ownership of voting shares or other equity rights, pursuant to a written agreement, or otherwise. The terms “Controls” and “Controlled by” and other derivatives shall be construed accordingly.

“Cure Period” has the meaning set forth in Section 4.1(d).

“Damages” means, subject to Section 13.11, the amount of any actual liability, loss, cost, expense, claim, award, or judgment incurred or suffered by any Person arising out of or resulting from the matter in question, whether attributable to personal injury or death, property damage, contract claims (including contractual indemnity claims), torts, or otherwise, including reasonable fees and expenses of attorneys, consultants, accountants or other agents and experts reasonably incident to matters in question, and the reasonable costs of investigation and monitoring of such matters, and the reasonable costs of enforcement of any indemnity.

“Debt Agreement” means that certain Third Amendment to the Credit Agreement, dated on or about the date hereof, entered into by and among DBR Land LLC, as borrower, the guarantors party thereto, the lenders party thereto, and Texas Capital Bank, as administrative agent and letter of credit issuer, which amends that certain Credit Agreement, dated as of July 3, 2023 (as amended by the First Amendment, dated as of May 10, 2024, as amended by the Second Amendment, dated as of November 4, 2024, and as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof), by and among DBR Land LLC, as borrower, the guarantors party thereto from time to time, the lenders party thereto from time to time, and Texas Capital Bank, as administrative agent.

“Debt Facility” has the meaning set forth in Section 6.14.

“Defensible Title” means, with respect to any physical asset or property, such record title to such asset or property, severally, and such right, title and interest in and to such asset or property that is good and indefeasible title, free and clear of all Encumbrances, except for Permitted Encumbrances, and entitles

Appendix A – Page 3

Acquiror to not less than all of the right, title and interest in and to such asset or property that was acquired by Contributor from its applicable predecessors-in-interest (or applicable predecessors-in-title).

“Deliverables” means the following items, if any (whether in electronic or hard copy format) in Contributor’s possession, custody, or control:

• any surveys and maps showing the Land, Water Wells, or Water Fixtures (including ponds used in the Water Business);
• copies of any prior title commitments, title policies or title opinions covering the Land or any portion thereof;
• copies of the Surface Rights Agreements and material correspondence with the Surface Rights Grantors regarding existing or potential breaches by Contributor (or its Affiliates) or disputes thereunder;
• any Tax Returns, documentation, or other invoices related to Asset Taxes:
• any environmental site assessments of the Assets, any documentation of environmental remediation undertaken on the Land, governmental correspondence regarding compliance or non-compliance with applicable Environmental Laws (as defined below), monitoring wells, closure reports, and water quality tests;
• all Permits;
• any agreement that would constitute a Surface Agreement or Surface Rights Agreement;
• all financial, operating, Tax and accounting Records of Contributor pertaining to the Assets for the entire period of Contributor’s ownership thereof;
• any Contract files, well files, regulatory files, legal files, assignments, and agreements pertaining to the Assets, including all purchase agreements, transaction documents and material communications between Contributor, its Affiliates and/or its or their respective Representatives, on the one hand, and Contributor’s predecessor-in-interest (or predecessor-in-title), the current owner of such Asset or their respective Affiliates and/or Representatives, on the other but excluding any attorney-client privileged communications;
• inventories of all Water Wells, Water Fixtures and Improvements;
• a list of all employees of Contributor; and
• all (i) invoices outlining the fresh water volumes sent by SLR to customers from January 1, 2024 through April 30, 2025: (ii) royalty statements outlining the fresh and produced water volumes transported on the Land or injected into disposal wells located on the Land received by SLR and HHH from operators from January 1, 2024 through April 30, 2025; (iii) invoices outlining the fresh water volumes sent by Contributor to customers from May 1, 2025 through August 31, 2025; and (iv) royalty statements outlining the fresh and produced water volumes (transported on the Land or injected into disposal wells located on the Land) received by Contributor from operators for periods from May 1, 2025 through August 31, 2025, in each case, to the extent sent to or received by Contributor prior to the Execution Date.

Appendix A – Page 4

Notwithstanding anything to the contrary contained herein, the “Deliverables” shall not include, and Acquiror shall not be entitled to receive or review, (a) any information or materials that constitutes privileged information, (b) any information or materials that are covered by a confidentiality or non-disclosure agreement that Contributor cannot seek permission (at no additional cost to Contributor) for disclosure of such information or materials (or with respect to which Acquiror seeks such permission but is denied such disclosure), or (c) any appraisals, forecasts, projections, marketing plans or other assessments or reports generated or intended for internal use by Contributor.

“Deposit” has the meaning set forth in Section 3.1(b).

“Disclosing Party” has the meaning set forth in Section 7.3.

“Disputed Environmental Matters” has the meaning set forth in Section 4.3(b).

“Effective Time” means 12:01 a.m. Central Time on the Closing Date.

“Encumbrances” has the meaning set forth in Section 2.3.

“Environmental Arbitrator” has the meaning set forth in Section 4.3(c).

“Environmental Condition” has the meaning set forth in Section 4.3(a).

“Environmental Condition Notice” has the meaning set forth in Section 4.3(a).

“Environmental Deductible” has the meaning set forth in Section 4.3(a).

“Environmental Laws” means, as the same have been amended prior to the Execution Date, CERCLA, the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 1471 et seq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 through 2629; the Oil Pollution Act, 33 U.S.C. § 2701 et seq.; the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. § 11001 et seq.; and the Safe Drinking Water Act, 42 U.S.C. §§ 300f through 300j; and all similar Laws as of the Execution Date of any Governmental Body having jurisdiction over the Assets in question addressing pollution or protection of the environment, natural resources, occupational, health and safety, and all regulations implementing the foregoing that are applicable to the operation and maintenance of the Assets.

“Environmental Liabilities” means, excluding the Exclusions, any and all costs, environmental response costs (including costs of remediation), Damages, expenses, natural resource damages, settlements, consulting fees, expenses, penalties, fines, prejudgment and post-judgment interest, court costs, attorneys’ fees, and other liabilities, obligations and other responsibilities (i) arising from or under Environmental Laws, third Person claims relating to the environment, or any other matter related to the environment and/or the condition of the Property and which, in each case, relate to the Property or ownership or operation thereof; (ii) incurred or imposed pursuant to any order, notice of responsibility (including requirements embodied in Environmental Laws), injunction, judgment or similar act (including settlements) by any Governmental Body to the extent arising out of any violation of, or remedial obligation under, any Environmental Laws that are attributable to the ownership or operation of the Assets; or (iii) pursuant to any claim or cause of action by a Governmental Body or other Person for personal injury, property damage, damage to natural resources, remediation or response costs to the extent arising out of any violation of, or any remediation obligation under, any Environmental Laws that are attributable to the ownership or operation of the Assets.

Appendix A – Page 5

“Environmental Termination Threshold” has the meaning set forth in Section 4.3(a).

“Equity Consideration” has the meaning set forth in Section 3.1(a)(ii)(B).

“Escrow Account” has the meaning set forth in Section 11.7(a).

“Escrow Agreement” has the meaning set forth in Section 9.2(m).

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the SEC promulgated thereunder.

“Excluded Property” means (a) the Specified Agreements, (b) all trade credits, accounts receivable, and other proceeds, income, or revenues attributable to the Assets with respect to any period of time prior to the Closing Date, (c) cash, cash equivalents, securities and investments of Contributor, (d) the membership interests of Contributor, (e) the Organizational Documents and records of Contributor and all rights and claims under the Organizational Documents for Contributor, including the contribution agreement related to the formation of Contributor, (f) subject to Section 7.7, all claims, rights, and interests of Contributor under any policy or agreement of insurance or indemnity agreement, (g) all claims and causes of action of Contributor set forth on Schedule A.E and all rights of indemnity, warranty rights, rights of contribution, rights to refunds, rights of reimbursement and other rights of recovery, including rights to insurance proceeds, of Contributor (regardless of whether such rights are currently exercisable), except for such claims, causes of action and rights relating to the Assumed Obligations, (h) any tax refunds, tax credits, tax benefits, or tax carry-forward amounts attributable to the Assets prior to the Closing Date, to Contributor’s businesses generally, or to the direct or indirect owners of Contributor, (i) all of Contributor’s proprietary computer software, patents, trade secrets, copyrights, names, trademarks, logos, domain names, and other intellectual property, (j) any right, title or interest of Contributor in and to any office lease, (k) all personal property, equipment, fixtures and any other apparatus or appurtenances that is not situated on the Land, (l) any right, title and interest in or to the oil, gas and other minerals that are in, on or under, or that may be produced from the Land, any and all royalty interests thereto and any appurtenant rights to use the surface estate of the Land with respect to the exploration, development or production of minerals, and (m) the Relinquishment Act Lands.

“Exclusions” has the meaning set forth in Section 4.4.

“Existing Mechanic’s Liens” means [***].

“Fee Land” has the meaning set forth in the Recitals.

“Final Tax Allocation” has the meaning set forth in Section 12.5(b).

“Financing” has the meaning set forth in Section 7.4(a).

“Financing Information” means (a) financial information and financial data with respect to Contributor and the Assets that is reasonably available, derived from Contributor’s historical books and records and is necessary or appropriate for Acquiror to prepare customary pro forma financial statements in accordance with the requirements of Regulation S-X under the Securities Act for registered offerings of securities on Form S-1 (or any successor form thereto) under the Securities Act, and of the type and form, and for the periods (including for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period), in each case, customarily included in an offering memorandum or prospectus used in connection with a capital markets financing transaction; and (b) financial statements, financial data, business, operating and other information (including customary due diligence materials with respect to

Appendix A – Page 6

Contributor and the Assets) regarding Contributor and the Assets of the type and form, and for the periods, required and/or customarily included in, an offering memorandum or prospectus used in connection with a capital markets financing transaction, or otherwise necessary to receive from the independent auditors of Contributor (and any other auditor to the extent financial statements audited or reviewed by such auditor are or would be included in such offering memorandum or prospectus) customary “comfort” (including “negative assurance” comfort) with respect to the financial information of Contributor to be included in such offering memorandum or prospectus, together with drafts of customary “comfort” letters that such independent auditors are prepared to deliver upon the “pricing” of any Financing.

“Financing Sources” means the Persons that have committed or may commit to provide the Financing as lender, investor, shareholder, underwriter, initial purchaser or otherwise (including the parties to any joinder agreements, credit agreements or other definitive agreements relating thereto) and their respective Affiliates and such entities’ (and their respective Affiliates’) Representatives involved in the Financing and their successors and permitted assigns.

“fraud” means with respect to any Person, actual fraud by such Person which involves a knowing and intentional or willful deceit, misrepresentation, concealment, or omission of a material fact, and in each case, with the intention that the other Party hereto rely thereon to such Person’s detriment. For the avoidance of doubt, “Fraud” shall not include any type of constructive, equitable fraud claim, or fraud by reckless or negligent misrepresentation.

“GAAP” has the meaning set forth in Section 6.11(a).

“Governmental Body” means any instrumentality, subdivision, court, administrative agency, commission, official, or other authority of the United States or any other country or any state, province, prefect, municipality, locality, tribal, or other government or political subdivision thereof, or any quasi-governmental or private body exercising any administrative, executive, judicial, legislative, police, regulatory, taxing, importing, tribal, or other governmental or quasi-governmental authority or function, including any Groundwater Authority.

“Groundwater” means all of the underground water, percolating water, artesian water, and any other water in, under and that may be produced from any and all depths, reservoirs, formations, and horizons lying immediately beneath the surface of the Land down to the center of the earth, expressly including the Aquifers.

“Groundwater Authority” means any groundwater conservation districts, groundwater management areas, Texas Commission on Environmental Quality, Texas Water Development Board, or other groundwater authority with jurisdiction over the Land, expressly including the Groundwater, Groundwater Rights and Aquifers thereunder.

“Groundwater Rights” means (i) the legal title to all Groundwater in and under the applicable real property, including any and all rights to Groundwater of Contributor that are attributable to or derive from any interests that are directly or indirectly owned by Contributor, subject to terms of existing oil and gas leases previously executed by or binding upon owners of the mineral estate severed from the Land; (ii) the right to test, explore for, drill for, develop, produce, capture, transport, store, treat, sell and otherwise use all Groundwater in, under and that may be produced from the applicable real property; (iii) the right to use the surface of the applicable real property for access to and to explore for, drill for, develop, produce, capture, transport, store, treat, sell and otherwise beneficially use such Groundwater to the full extent permitted by Law; (iv) all permits relating to any of the foregoing, expressly including any Groundwater permits; and (v) all rights, privileges, and appurtenances relating to any of the foregoing.

Appendix A – Page 7

“Hazardous Substances” means any pollutants, contaminants, toxic or hazardous substances, materials, wastes, constituents, compounds, or chemicals that are regulated by, or may form the basis of liability under, any Environmental Laws, including asbestos-containing materials, Hydrocarbons and NORM.

“HHH” has the meaning set forth in the Preamble to this Agreement.

“HHH Contributed Assets” means all of the Land contributed to Contributor by HHH or WOH Family Land LLC.

“HHH Mineral Owner” means Harrison Family Properties, LP, Kathryn N. Harrison Family Land, LP, and W. O. Harrison, Jr. Family LP.

“HHH Subject Lands” has the meaning set forth in Section 7.15.

“Holdback Amount” has the meaning set forth in Section 11.7(a).

“Holdback Period” has the meaning set forth in Section 11.7(b).

“Hydrocarbons” means oil, gas, condensate, and other gaseous and liquid hydrocarbons or any combination thereof.

“Improvements” has the meaning set forth in Section 2.2(d).

“Income Taxes” means any income, capital gains, franchise and similar Taxes.

“Indebtedness” means (a) any of the following types of liabilities (without duplication and whether or not then due and payable) of, or guaranteed by, Contributor: (i) the principal of and premium (if any) in respect of all outstanding indebtedness for borrowed money; (ii) accrued interest payable with respect to Indebtedness referred to in clause (i); (iii) all obligations evidenced by notes, bonds, debentures or other similar instruments (whether or not convertible); (iv) all obligations upon which interest charges are customarily paid (excluding current accounts payable in the ordinary course of business); (v) all obligations under indentures or arising out of any financial hedging arrangements; (vi) all obligations in respect of the deferred purchase price of property or services; (vii) all capitalized lease obligations; (viii) the principal and accrued interest components of capitalized lease obligations under GAAP; (ix) all other indebtedness of the types described herein of Persons secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by Contributor, whether or not such indebtedness secured thereby has been assumed; (x) all obligations (including an accrued and unpaid interest) in respect of letters of credit (to the extent drawn); and (xi) all unearned revenue or deferred revenue; plus (b) all prepayment premiums, penalties, breakage costs, “make whole amounts,” costs, expenses and other agreed payment obligations of Contributor (without any double counting) that would arise (whether or not then due and payable) if the aggregate amount of all such Indebtedness of Contributor were prepaid in full on the Closing Date (including if any item of Indebtedness cannot be repaid on or before the Closing Date (e.g., as a result of an irrevocable advance notice requirement), all interest on and other accretion of such item that occurs between the Closing Date and the earliest date that repayment may occur (e.g., if notice were delivered on the Closing Date) and all out of pocket fees and expenses incurred in connection with repayment of such Indebtedness of Contributor, whether or not due and payable, including any amounts owing to any trustee or advisors, but without double-counting with any amounts included in Indebtedness).

“Indemnification Threshold” has the meaning set forth in Section 11.4(a).

Appendix A – Page 8

“Indemnified Person” has the meaning set forth in Section 11.3(a).

“Indemnifying Person” has the meaning set forth in Section 11.3(a).

“Indemnity Deductible” has the meaning set forth in Section 11.4(a).

“Independent Contract Consideration” has the meaning set forth in Section 3.1(b).

“Inspection Rights” has the meaning set forth in Section 4.2.

“Insurance Policies” has the meaning set forth in Section 5.17.

“Interim Period” means the period from the Execution Date until the earlier of the Closing Date or the termination of this Agreement.

“Knowledge” has the meaning set forth in Section 5.1(a).

“Laws” means all statutes, rules, regulations, ordinances, orders, principles of law, and codes of Governmental Bodies.

“Land” has the meaning set forth in the Recitals.

“LandBridge Parties” has the meaning set forth in the Preamble of this Agreement.

“Lock-Up Period” has the meaning set forth in Section 7.10.

“Management Agreement” means that certain Management and Agency Agreement dated as of April 30, 2025 by and between Harrison Family Properties, LP, WOH Family Land LLC, and Kathryn N. Harrison Family Land, LP (collectively defined as “Owners” under such agreement) and Contributor.

“Material Contracts” has the meaning set forth in Section 5.13(c).

“Must-Cure Items” means any lien or encumbrance affecting the Land that constitutes, secures or evidences a loan or other monetary obligation; any mechanic’s or materialman’s lien (excluding the Existing Mechanic’s Liens); any unpaid ad valorem taxes and assessments for any years prior to the year of Closing; any exceptions or encumbrances created by, through or under Contributor after the effective date of the Title Commitment without Acquiror’s consent; all matters set forth in Schedule C of the Title Commitment; and any Preferential Rights with respect to the Lands or Surface Rights.

“New Title Matter” has the meaning set forth in Section 4.1(e).

“NORM” means naturally occurring radioactive material.

“Objections” has the meaning set forth in Section 4.1(c).

“OFAC” has the meaning set forth in Section 5.4.

“Organizational Documents” means, with respect to any entity, the articles of incorporation, certificate of incorporation, certificate of formation, certificate of limited partnership, bylaws, limited liability company agreement, operating agreement, partnership agreement, stockholders’ agreement and all other similar documents, instruments or certificates executed, adopted or filed in connection with the creation, formation or organization of such Person, including any amendments thereto.

Appendix A – Page 9

“Outside Date” means 5:00 p.m. Central Time [***] days after the Execution Date; except that (i) either of Contributor or Acquiror may at their independent election extend the Outside Date for [***] of up to [***] days in order to permit the satisfaction of any of the conditions set forth in, in the case of Contributor, Section 8.1(f) or, in the case of Acquiror, Sections 8.2(d), 8.2(f) or 8.2(i) and (ii) the Outside Date shall be extended, but not beyond an additional [***] days, to the date that is [***] Business Days following resolution of all disputes pursuant to Section 4.3 in which Acquiror or Contributor asserts the Environmental Termination Threshold has been exceeded.

“Parent” has the meaning set forth in the Preamble of this Agreement.

“Party” and “Parties” have the meanings set forth in the Preamble of this Agreement.

“Payoff Letters” means the letters provided by any Person to whom or which any Indebtedness are owed setting forth the amount of, or the formula for the determination of, such Indebtedness and the instructions for the payment of such Indebtedness and acknowledging that upon payment of the amount set forth in such letter at the Closing, (a) such Person will have received all amounts due to such Person from Contributor in respect of the Indebtedness owed to such Person and (b) all Liens and guarantees relating to such underlying Indebtedness will be automatically released and all actions reasonably necessary to evidence such release will be promptly taken by such Person.

“Permits” has the meaning set forth in Section 2.2(g).

“Permitted Encumbrances” means (a) all encumbrances and other matters reflected on Schedule B of the Title Commitment or disclosed on the Survey, not previously disclosed by Contributor and to the extent not timely objected to by Acquiror during the objection period provided herein or waived by Acquiror in the manner herein provided; (b) the standard exceptions to title set forth in the Title Commitment and/or the Title Company’s standard form of title insurance policy, other than those standard exceptions that the Title Company agrees to remove or insure over at Closing; (c) all terms, provisions, covenants and restrictions under any of the Surface Rights Agreements, Surface Agreements or Contracts; (d) any matter affecting or relating to the title to, affecting the use of, or survey of the Land which are validly of record, including title defects, liens or leases; (e) tenants in possession under the Surface Agreements in effect as of the Closing, as tenants only and without any right or option to purchase; (f) mineral severances and rights of mineral owners and mineral lessees to utilize the Land; (g) matters disclosed by the Survey; (h) all matters disclosed by the Deliverables not prohibited hereunder; provided with respect to Sections (c), (d), (e), (f), (g), and (h) of this definition, that do not, individually or in the aggregate, (i) materially detract from the value, use or occupancy of the Assets, (ii) materially interfere with the conduct or operation of the Assets, or (iii) reduce the share of revenues to be received, or increase the share of costs with respect to the Assets that must be borne, by the Acquiror, as applicable, and (i) all liens with respect to the Assets for Taxes that are not yet due or delinquent (taking into account ordinary course extensions that do not result in the imposition of a penalty) or, if delinquent, that are being contested in good faith in the normal course of business and for which adequate reserves have been established; excluding, however, all Must-Cure Items.

“Person” means any individual, firm, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, Governmental Body, or any other entity.

“Phase I” has the meaning set forth in Section 4.2.

“Phase II” has the meaning set forth in Section 4.2.

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“Preferential Rights” means preferential purchase rights, rights of first refusal, or similar rights that are held by a third Person applicable to the transfer of the Assets in connection with the transactions contemplated hereby.

“Private Placement Legend” has the meaning set forth in Section 3.1(a)(ii)(B).

“Proceedings” has the meaning set forth in Section 7.2(c).

“Property Costs” means all operating expenses (including costs of insurance) and capital expenditures incurred in the ownership and operation of the Assets in the ordinary course of business; provided that “Property Costs” shall not include obligations and liabilities attributable to (a) personal injury or death, property damage, or violation of Law, (b) Asset Taxes, Income Taxes and Transfer Taxes or (c) the remediation of any Environmental Liabilities, including obligations to remediate any contamination of groundwater, surface water, soil, sediments, or personalty under applicable Environmental Laws.

“Purchased Assets” means an undivided eighty-three and one third percent (83.33%) of the Assets.

“Receiving Party” has the meaning set forth in Section 7.3.

“Records” means copies of any files, records, maps, information, correspondence, studies, surveys, reports, and data, whether written or electronically stored, relating to the Assets, including: (i) land and title records; (ii) Contract and lease files; (iii) all data and records related to operations, environmental, health and safety, production, engineering, marketing and sales, Tax and accounting matters; and (iv) production, facility, and well records and data; provided that the term “Records” shall not include any of the foregoing items to the extent that they relate to the Retained Liabilities.

“Remedial Action” has the meaning set forth in Section 7.2(b).

“Relinquishment Act Lands” means any surface estate in which the State of Texas owns the mineral estate but the owner of the surface estate acts as the leasing agent for the State of Texas in exchange for a bonus, royalty or other consideration paid under a lease for oil, gas and other hydrocarbons produced from said lands, including lands subject Subchapter F, Chapter 52 of the Texas Natural Resources Code, commonly known as the Relinquishment Act.

“Remediation Amount” has the meaning set forth in Section 7.2(b).

“Representatives” means (i) partners, employees, officers, directors, members, equity owners, and counsel of a Party or any of its Affiliates or any prospective purchaser of a Party or an interest in a Party; (ii) any consultant or agent retained by a Party or the parties listed in subsection (i) above; and (iii) any bank, other financial institution, or entity funding, or proposing to fund, such Party’s operations in connection with the Assets, including any consultant retained by such bank, other financial institution or entity.

“Required Consent” means the receipt or satisfaction of (i) the Specified Consent Requirements with respect to the consents, approvals, or waivers listed on Schedule 5.9 and designated thereof as “Required Consents” in a form reasonably acceptable to Contributor and Acquiror; and (ii) the written consent of each Surface Rights Grantor to the assignment of a Surface Rights Agreement to the extent required by such Surface Rights Agreement.

“Required Financial Statements” has the meaning set forth in Section 7.12.

Appendix A – Page 11

“Restricted Mineral Actions” has the meaning set forth in Section 7.15.

“Retained Liabilities” means Contributor Taxes (for the avoidance of doubt, including any and all Asset Taxes allocated to Contributor under ‎Article XII), and excluding, in all such instances, (a) matters that are the bases for adjustments to the Unadjusted Consideration set forth in Section 3.2, which will be exclusively settled and accounted for pursuant to the terms of Section 3.2, (b) matters that are subject to indemnification pursuant to Section 11.2(a), and (c) the Assumed Obligations.

“Royalty Obligations” has the meaning set forth in Section 5.23.

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act.

“SEC” means the U.S. Securities and Exchange Commission.

“SEC Reports” means all filings made by Parent under the Exchange Act or the Securities Act (in the case of a registration statement, in the form that became effective), including all amendments, exhibits and schedules thereto.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the SEC promulgated thereunder.

“Shares” has the meaning set forth in Section 5.25.

“SLR” means Stable Land Resources, LLC.

“Special Warranty” means the special warranty of title contained in the Special Warranty Deed, each Assignment of Surface Rights Agreements, the Assignment, or such other Transaction Documents.

“Special Warranty Deed” has the meaning set forth in Section 9.2(b).

“Specified Agreements” [***].

“Specified Consent Requirement” means a requirement to obtain a Person’s prior consent to assignment of any interest in an Asset that provides that (i) such consent may be granted or withheld in the sole discretion of the Person holding the right (or words of similar effect); (ii) any purported assignment in the absence of such consent first having been obtained is void, voidable or causes any rights with respect to the affected Asset to terminate; (iii) the Person holding the right may impose, or there are customarily imposed, additional conditions on the proposed assignee that involve the payment of money, the posting of collateral security, or the performance of obligations by the assignee that would not be required in the absence of Contributor’s assignment of the affected Asset; or (iv) requires approval from a Governmental Body in writing.

“Straddle Period” means any Tax period beginning before and ending after the Effective Time.

“Straddle Period Tax Contest” has the meaning set forth in Section 12.4.

“Subsidiary,” when used with respect to any Person, means any corporation, limited liability company, partnership, association, trust or other entity of which (x) securities or other ownership interests representing more than 50% of the ordinary voting power (or, in the case of a partnership, more than 50% of the general partnership interests) or (y) sufficient voting rights to elect at least a majority of the board of

Appendix A – Page 12

directors or other governing body are, as of such date, owned by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person.

“Surface Agreements” has the meaning set forth in Section 2.2(h).

“Surface Rights” has the meaning set forth in Section 2.2(b).

“Surface Rights Agreements” has the meaning set forth in Section 2.2(b).

“Surface Rights Estoppels” has the meaning set forth in Section 8.2.

“Surface Rights Grantors” means the owners or grantors under each of the Surface Rights Agreements.

“Surface Use Land” has the meaning set forth in the Recitals.

“Survey” has the meaning set forth in Section 4.1(b).

“Ten Day VWAP” has the meaning set forth in Section 3.1(a)(ii)(A).

“Tax Allocation Schedule” has the meaning set forth in Section 12.5(b).

“Tax Expert” has the meaning set forth in Section 12.5(b).

“Tax Proceeding” means any audit, suit, claim, or other proceeding relating to Taxes involving the Assets by or before any Governmental Body (including administrative enforcement proceedings) whether civil, criminal, administrative, arbitrative or investigative, or any appeal thereof.

“Tax Return” means any return (including any information return), declaration, report, statement, schedule, notice, form, election, estimated Tax filing, claim for refund, or other document (including any schedules or attachments thereto and amendments thereof) filed with or submitted to, or required to be filed with or submitted to, any Governmental Body with respect to any Tax.

“Taxes” means (i) all taxes, levies, assessments, duties, fees, unclaimed property and escheat obligations, or other similar charges in the nature of a tax imposed by a Governmental Body (whether payable directly or by withholding and whether or not requiring the filing of a Tax Return), including all income, profits, franchise, sales, use, ad valorem, property, severance, production, excise, stamp, documentary, real or personal property transfer or gain, gross receipts, goods and services, registration, capital, capital gains, sales, use, transfer, asset, royalty, transaction, franchise, margin, withholding employment, social security, workers compensation, conservation, pipeline transportation, unemployment, withholding taxes (including backup withholding) and estimated taxes, (ii) any interest, fine, penalty or additions to tax imposed by a Governmental Body in connection with any item described in clause (i), above, and (iii) any liability in respect of any item described in clauses (i) and (ii) above that arises by reason of a contract, assumption, transferee or successor liability, operation of applicable Law.

“Third Person Claim” has the meaning set forth in Section 11.3(b).

“Title and Survey Review Period” has the meaning set forth in Section 4.1(c).

“Title Commitment” has the meaning set forth in Section 4.1(a).

“Title Company” means Chicago Title Insurance Company.

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“Title Policy” has the meaning set forth in Section 8.2.

“Trading Day” means a day on which the New York Stock Exchange or such other principal United States securities exchange on which the Class A Shares are listed or admitted to trading is open for the transaction of business (unless such trading shall have been suspended for the entire day).

“Transaction Documents” means, excepting this Agreement, any documents executed or delivered in connection with this Agreement and/or at the Closing, including any deeds and assignments.

“Transfer Agent” means Continental Stock Transfer & Trust Company.

“Transfer Taxes” has the meaning set forth in Section 13.3.

“Treasury Regulations” means the final or temporary regulations promulgated by the U.S. Department of the Treasury under the Code.

“Unadjusted Cash Consideration” has the meaning set forth in Section 3.1(a)(i).

“Unadjusted Consideration” has the meaning set forth in Section 3.1(a)(ii)(B).

“VWAP” per Class A Share on any Trading Day shall mean the per share volume-weighted average price as reported by Bloomberg, L.P. (or its equivalent successor) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading Day; or, if such price is not available, “VWAP” shall mean the market value per Class A Share on such Trading Day as determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained by the Parties for this purpose. The “VWAP” shall be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.

“Water Business” has the meaning set forth in the Recitals.

“Water Fixtures” has the meaning set forth in Section 2.2(f).

“Water Wells” has the meaning set forth in Section 2.2(e).

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EX-10.1

Exhibit 10.1

THIRD AMENDMENT TO CREDIT AGREEMENT

This Third Amendment to Credit Agreement (this “Amendment”) is entered into by and among TEXAS CAPITAL BANK, a Texas state bank, as Administrative Agent and L/C Issuer, the Lenders under the Existing Credit Agreement (as defined below) that are signatories hereto, DBR LAND LLC, a Delaware limited liability company, as Borrower, DBR REIT LLC, a Delaware limited liability company, as a Guarantor, DBR DESERT LLC, a Delaware limited liability company, as a Guarantor, DBR REEVES LLC, a Delaware limited liability company, as a Guarantor, DELAWARE BASIN RANCHES INC., a Texas corporation, as a Guarantor, PLATFORM WATER SERVICES, LLC, a Texas limited liability company, as a Guarantor, and PECOS RENEWABLES LLC, a Delaware limited liability company, as a Guarantor, and is dated October 3, 2025 (the “Third Amendment Effective Date”).

R E C I T A L S:

WHEREAS, the Borrower, the Guarantors, Administrative Agent, L/C Issuer and the Lenders are party to that certain Credit Agreement dated July 3, 2023 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”, and the Existing Credit Agreement, as amended by this Amendment, the “Credit Agreement”); and

WHEREAS, Borrower previously sold all of its Equity Interests in DBR Solar LLC, a Delaware limited liability company (“DBR Solar”) in accordance with the terms of Section 7.8(k) of the Existing Credit Agreement, and Administrative Agent released DBR Solar as a Guarantor and pledgor pursuant to Section 10.9(a)(iii) of the Existing Credit Agreement and that certain Guarantor Release Agreement dated September 5, 2025 between Borrower, Administrative Agent and DBR Solar; and

WHEREAS, Platform Water Services, LLC, a Texas limited liability company (“Platform Water”), became an additional Loan Party and a Guarantor pursuant to that certain Joinder Agreement dated January 17, 2025 between Borrower, Administrative Agent and Platform Water; and

WHEREAS, it is proposed that PubCo, Holdings and the contributor identified therein and identified to Administrative Agent prior to the date hereof, and certain other seller-related parties, will enter into that certain Purchase, Sale and Contribution Agreement, to be dated as of October 3, 2025, pursuant to which Holdings and/or one or more Loan Parties will acquire and receive certain assets (the “Proposed Transaction”); and

WHEREAS, Borrower has requested that the Lenders amend the Existing Credit Agreement to add a new delayed draw term loan facility to finance the Proposed Transaction; and

WHEREAS, the Lenders are willing to amend the Existing Credit Agreement and agree to such delayed draw term loan facility under the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, the Guarantors, Administrative Agent, L/C Issuer and the Lenders hereby agree as follows:

• Definitions. Each capitalized term which is defined in the Credit Agreement, but which is not defined in this Amendment, shall have the meaning ascribed such term in the Credit

  46735500v.14

• Agreement after giving effect to this Amendment. Unless otherwise indicated, all references to sections in this Amendment refer to sections in the Credit Agreement.

• Amendments to Credit Agreement. Subject to satisfaction of the conditions to effectiveness set forth in Section 3 of this Amendment, the parties hereto agree that, effective as of the Third Amendment Effective Date:

• the Existing Credit Agreement (other than the signature pages, Exhibits and Schedules thereto) is hereby amended and restated in its entirety to read as set forth in the attached Annex A;

• Schedule 2.1 to the Existing Credit Agreement is hereby amended and restated in its entirety as set forth on Schedule 2.1 attached to this Amendment;

• There is hereby added a new Exhibit F-3 to the Existing Credit Agreement as set forth on Exhibit F-3 attached to this Amendment; and

• the aggregate Second DDTL Commitments (as such term is defined in the Credit Agreement after giving effect to this Amendment) are hereby established in a total amount of $200,000,000. Neither the Administrative Agent nor any Lender shall have any duty to advance any Second Delayed Draw Term Loan unless and until all conditions set forth in Section 4.4 of the Credit Agreement, as amended by this Amendment, shall have been fully satisfied.

• Conditions to Effectiveness. This Amendment shall be effective as of the Third Amendment Effective Date, provided that the Administrative Agent shall have received the following, in each case in form and substance satisfactory to the Administrative Agent:

• Third Amendment to Credit Agreement. Counterparts of this Amendment executed by Borrower, the Guarantors, Holdings, Administrative Agent and the Lenders;

• Officer’s Certificate. A certificate of a Responsible Officer of each Loan Party and Holdings certifying:

• that no consents, licenses or approvals (other than the resolutions delivered pursuant to clause (iii) below) are required in connection with the execution, delivery and performance of this Amendment and the other documents and agreements contemplated hereby to which such Person is a party;

• a certificate of incumbency stating the names of the individuals or other Persons authorized to sign this Amendment and each of the other Loan Documents to which each Loan Party or Holdings is or is to be a party (including the certificates contemplated herein) on behalf of such Person together with specimen signatures of such individual Persons;

• the governing documents of such Loan Party and Holdings or that there have been no changes to the governing documents of such Person from those certified to Administrative Agent on July 3, 2023; and

• copies of minutes or resolutions of the sole member or manager (or other governing authority) of each Loan Party and Holdings (and, if the ultimately governing authority of such entities is itself an entity, then of its governing authority, and so forth until the

• relevant governing authority is comprised of natural persons) which authorize the execution, delivery, and performance by such Person of this Amendment and the other Loan Documents contemplated hereby to which such Person is or is to be a party;

• Notes. Additional Notes executed by Borrower in favor of each Second DDTL Lender requesting such Notes;

• Fee Letter. A supplemental Fee Letter executed by Borrower setting forth its obligation to pay such additional fees as Administrative Agent may require;

• Solvency Certificate. A solvency certificate signed by the chief financial officer of Borrower (or another Responsible Officer of Borrower acceptable to Administrative Agent);

• Governmental Certificates. Certificates of the appropriate government officials of the state of incorporation or organization of each Loan Party and Holdings as to the existence and good standing of such Person as of a date reasonably acceptable to Administrative Agent;

• Lien Searches. The results of UCC searches showing all financing statements and other documents or instruments on file against each Loan Party and Holdings in the appropriate filing offices, such search to be as of a date reasonably acceptable to Administrative Agent and reflecting no Liens against any of the intended Collateral other than Permitted Liens;

• Opinions of Counsel. A favorable opinion of Vinson & Elkins LLP, legal counsel to the Loan Parties and Holdings, addressed to Administrative Agent, the Lenders and L/C Issuer and dated the Third Amendment Effective Date, in form and substance satisfactory to Administrative Agent, with respect to such matters as Administrative Agent may reasonably request;

• Borrowing Requests. With respect to any Loans to be advanced on the Third Amendment Effective Date, if any, a Term Loan Borrowing Request and/or a Revolving Credit Borrowing Request, as applicable;

• Closing Fees. Evidence that all fees required to be paid to Administrative Agent and/or the Lenders on or before the Third Amendment Effective Date (including those contemplated by the Fee Letter required by clause (d) preceding) have been paid or will be paid out of the proceeds of any Borrowing made on the Third Amendment Effective Date;

• Attorneys’ Fees and Expenses. Evidence that the costs and expenses (including attorneys’ fees) referred to in Section 11.1 of the Credit Agreement, to the extent invoiced at least one (1) Business Day prior to the Third Amendment Effective Date, shall have been paid in full by Borrower;

• Legal Due Diligence. Administrative Agent and its counsel shall have completed all business, legal and regulatory due diligence; and

• KYC Information; Beneficial Ownership Information. Such updated documentation and other information requested by Administrative Agent as it deems necessary in order to comply with requirements of any Anti-Corruption Laws and Anti-Terrorism Laws, including, without limitation, the PATRIOT Act and any applicable “know your customer” rules

• and regulations, and, to the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, an updated Beneficial Ownership Certification in relation to Borrower.

Administrative Agent may accept pdfs of executed versions of the above agreements and instruments for purposes of closing, provided, that originals of all such agreements and instruments shall be delivered to Administrative Agent or its counsel in such number of original counterparts as Administrative Agent may reasonably request not later than five (5) Business Days following the Third Amendment Effective Date. For purposes of determining compliance with the conditions set forth in this Section 3, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or be acceptable or satisfactory to a Lender unless Administrative Agent shall have received notice from such Lender prior to the proposed Third Amendment Effective Date specifying its objection thereto. Administrative Agent is hereby authorized and directed to declare this Amendment to be effective when it has received documents confirming or certifying, to the satisfaction of Administrative Agent, compliance with the conditions set forth in this Section 3 or the waiver of such conditions as permitted in Section 11.10 of the Credit Agreement. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.

• Security Instruments. The Lenders hereby authorize Administrative Agent to enter into the amendments to, or amendments or restatements of, the existing Mortgages as contemplated by Section 6.15(b) of the Credit Agreement (as amended hereby).

• Post-Closing Covenant. Not later than thirty (30) days following the date of this Amendment (or such later date as Administrative Agent may agree), Borrower shall deliver to Administrative Agent updated insurance certificates demonstrating compliance with the requirements of Section 6.5 of the Credit Agreement.

• Further Assurances. Each Loan Party shall, and shall cause each of its Restricted Subsidiaries and each other Loan Party to, execute and deliver such further agreements and instruments and take such further action as may be reasonably requested by Administrative Agent or any Lender to carry out the provisions and purposes of this Amendment and the other Loan Documents and to create, preserve, and perfect the Liens of Administrative Agent in the Collateral.

• Benefit of Conditions. All of the conditions in this Amendment and the Credit Agreement are solely for the benefit of Administrative Agent and the Lenders, and no Person other than Administrative Agent and the Lenders may rely thereon or insist on compliance therewith.

• Ratification. Each Loan Party hereby ratifies all of its Obligations under the Existing Credit Agreement and each of the Loan Documents to which it is a party, and agrees and acknowledges that the Credit Agreement and each of the Loan Documents to which it is a party shall continue in full force and effect after giving effect to this Amendment. Without limiting the generality of the foregoing, each Loan Party hereby confirms, ratifies and agrees that (i) the Security Agreement dated July 3, 2023 and executed by the Loan Parties in favor of the Administrative Agent remains in full force and effect (other than with respect to DBR Solar, which has been released as described in the Recitals hereto), (ii) the modifications to the Existing Credit Agreement and the other Loan Documents contemplated hereby do not constitute a novation, and (iii) the security interests granted under the aforementioned Security Agreement continue to secure the Obligations with their original priority, as such Obligations are being increased pursuant to the Second DDTL Commitments contemplated by this Amendment. Each Guarantor hereby ratifies,

• confirms, acknowledges and agrees that its obligations under the Guaranty are in full force and effect and that, pursuant to the terms of the Guaranty, each Guarantor continues to unconditionally and irrevocably guarantee the full and punctual payment, when due, whether at stated maturity or earlier by acceleration or otherwise, all of the Obligations, as such Obligations may have been amended by this Amendment, and its execution and delivery of this Amendment does not indicate or establish an approval or consent requirement by the Guarantors under the Guaranty in connection with the execution and delivery of amendments, consents or waivers to the Credit Agreement, the Notes or any of the other Loan Documents. Nothing in this Amendment extinguishes, novates or releases any right, claim, Lien, security interest or entitlement of the Lenders created by or contained in any of such documents nor is the Borrower released from any covenant, warranty or obligation created by or contained therein.

• Representations and Warranties. The Borrower hereby represents and warrants to Administrative Agent and the Lenders that (a) this Amendment has been duly executed and delivered on behalf of the Borrower, (b) this Amendment constitutes a valid and legally binding agreement enforceable against the Borrower in accordance with its terms, (c) the execution, delivery and performance of this Amendment has been duly authorized by the Borrower, (d) all of the representations and warranties of the Loan Parties contained in the Loan Documents are true and correct in all material respects (or in the case of such representations and warranties that contain a materiality qualification, in all respects) on and as of the date of this Amendment, in each case with the same force and effect as if such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or in the case of such representations and warranties that contain a materiality qualification, in all respects) as of such earlier date and (e) no Default or Event of Default has occurred that is continuing.

• RELEASE OF CLAIMS. Each of the Borrower and the Guarantors, for itself, its successors and assigns and all those at interest therewith (collectively, the “Releasing Parties”), jointly and severally, hereby voluntarily and forever, RELEASE, DISCHARGE AND ACQUIT Administrative Agent, the Lenders and their respective officers, directors, shareholders, employees, agents, successors, assigns, representatives, affiliates and insurers (sometimes referred to below collectively as the “Released Parties”) and all those at interest therewith of and from any and all claims, causes of action, liabilities, damages, costs (including, without limitation, attorneys’ fees and all costs of court or other proceedings), and losses of every kind or nature at this time known or unknown, direct or indirect, fixed or contingent, which the Releasing Parties, have or hereafter may have arising out of any act, occurrence, transaction, or omission occurring from the beginning of time to the date of execution of this Amendment if related to the Loan Documents (the “Released Claims”), except that (i) the future duties and obligations of the Lenders under the Loan Documents and the rights of the Loan Parties to their respective funds on deposit with the Lenders shall not be included in the term Released Claims and (ii) the right of Borrower to require the correction of manifest accounting errors and similar administrative errors shall not be included in the term Released Claims. IT IS THE EXPRESS INTENT OF THE RELEASING PARTIES THAT THE RELEASED CLAIMS SHALL INCLUDE ANY CLAIMS OR CAUSES OF ACTION ARISING FROM OR ATTRIBUTABLE TO THE NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE RELEASED PARTIES.

• Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by e-mail, facsimile transmission, electronic mail in “portable document format” (“.pdf”) form or other

• electronic means intended to preserve the original graphic and pictorial appearance of the item being sent shall be effective as a delivery of a manually executed counterpart of this Amendment.

• Effect. This Amendment is one of the Loan Documents. Except as amended hereby, the Existing Credit Agreement shall remain unchanged and in full force and effect, and the Loan Parties hereby ratify the terms of the Credit Agreement (as amended hereby), including without limitation the provisions of Section 11.12 and Section 11.18 thereof, which are incorporated herein, mutatis mutandis.

[Remainder of page intentionally left blank]

ENTIRE AGREEMENT. THIS AMENDMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT HEREOF. FURTHERMORE, IN THIS REGARD, THIS AMENDMENT AND THE OTHER WRITTEN LOAN DOCUMENTS REPRESENT, COLLECTIVELY, THE FINAL AGREEMENT AMONG THE PARTIES THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF SUCH PARTIES.

THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG SUCH PARTIES.

IN WITNESS WHEREOF, this Amendment is deemed executed effective as of the date first above written.

BORROWER:
DBR LAND LLC
By:	/s/ Scott McNeely
Print:	Scott McNeely
Title:	Executive Vice President, Chief Financial Officer
GUARANTORS:
---	---
DBR REIT LLC
DBR DESERT LLC
DBR REEVES LLC
DELAWARE BASIN RANCHES INC.
PLATFORM WATER SERVICES, LLC
PECOS RENEWABLES LLC
By:	/s/ Scott McNeely
Print:	Scott McNeely
Title:	Executive Vice President, Chief Financial Officer

Signature Page – Third Amendment to Credit Agreement

ADMINISTRATIVE AGENT and L/C ISSUER:
TEXAS CAPITAL BANK
By:	/s/ Casey Lowary
Print:	Casey Lowary
Title:	Managing Director

Signature Page – Third Amendment to Credit Agreement

TEXAS CAPITAL BANK, as a Lender
By:	/s/ Casey Lowary
Print:	Casey Lowary
Title:	Managing Director

Signature Page – Third Amendment to Credit Agreement

BARCLAYS BANK PLC, as a Lender
By:	/s/ Sydney G. Dennis
Print:	Sydney G. Dennis
Title:	Director

Signature Page – Third Amendment to Credit Agreement

CADENCE BANK, as a Lender
By:	/s/ Homer Jordan
Print:	Homer Jordan
Title:	Senior Vice President

Signature Page – Third Amendment to Credit Agreement

CAPITAL FARM CREDIT, ACA, as a Lender
and as Title Agent
By:	/s/ Vladimir Kolesnikov
Print:	Vladimir Kolesnikov
Title:	Capital Markets Director

Signature Page – Third Amendment to Credit Agreement

GOLDMAN SACHS BANK USA, as a Lender
By:	/s/ Andrew B. Vernon
Print:	Andrew Vernon
Title:	Authorized Signatory

Signature Page – Third Amendment to Credit Agreement

WELLS FARGO BANK, N.A., as a Lender
By:	/s/ Emily Board
Print:	Emily Board
Title:	Vice President

Signature Page – Third Amendment to Credit Agreement

CITIBANK, N.A., as a Lender
By:	/s/ Larry Washington
Print:	Larry Washington
Title:	Director

Signature Page – Third Amendment to Credit Agreement

Executed for the limited purposes of (a) acknowledging the foregoing Amendment, (b) confirming, ratifying and agreeing that (i) the Pledge Agreement remains in full force and effect, (ii) the modifications to the Credit Agreement and the other Loan Documents contemplated hereby do not constitute a novation, and (iii) the security interests granted under the Pledge Agreement continue to secure the Obligations with their original priority, as such Obligations may be increased from time to time pursuant to the increased commitments contemplated by this Amendment, and (c) agreeing that it shall not take any action, or require any Loan Party to take any action, that would contravene Section 7.1(g) or Section 7.4(f) or (g) of the Credit Agreement (as modified by this Amendment).

DBR LAND HOLDINGS LLC
By:	/s/ Scott McNeely
Print:	Scott McNeely
Title:	Executive Vice President, Chief Financial Officer

Signature Page – Third Amendment to Credit Agreement

SCHEDULE 2.1

Commitments and Applicable Percentages

Lender	Revolving Credit Commitment	RCC Applicable Percentage	Initial Term Loan Commitment1	DDTL Contingent Commitment2	Second DDTL Commitment	Total Commitment3	Total Credit Exposure Percentage4
Texas Capital Bank	$22,500,000.00	22.500000000%	$22,500,000.00	$0.00	$35,000,000.00	$80,000,000.00	12.255487101%
Wells Fargo Bank, N.A.	$15,000,000.00	15.000000000%	$30,000,000.00	$0.00	$35,000,000.00	$80,000,000.00	12.233346169%
Cadence Bank	$15,000,000.00	15.000000000%	$25,000,000.00	$0.00	$20,000,000.00	$60,000,000.00	9.167629315%
Capital Farm Credit, ACA	$5,000,000.00	5.000000000%	$210,000,000.00	$55,000,000.00	$0.00	$270,000,000.00	40.966499807%
Citibank, N.A.	$7,500,000.00	7.500000000%	$12,500,000.00	$0.00	$32,500,000.00	$52,500,000.00	8.049351817%
Goldman Sachs Bank USA	$17,500,000.00	17.500000000%	$0.00	$0.00	$32,500,000.00	$50,000,000.00	7.701193685%
Barclays Bank PLC	$17,500,000.00	17.500000000%	$0.00	$0.00	$45,000,000.00	$62,500,000.00	9.626492106%
TOTAL	$100,000,000.00	100.000000000%	$300,000,000.00	$55,000,000.00	$200,000,000.00	$655,000,000.00	100.000000000%

1 Reflects total Initial Term Loan Commitments prior to partial paydowns that occurred subsequent to the Second Amendment Effective Date.

2 Original DDTL Contingent Commitment was in the amount of $75,000,000, $20,000,000 of which was cancelled and terminated on or about December 19, 2024 in connection with the making of the sole Delayed Draw Term Loan.

3 Reflects total original Commitments for each Lender (i.e., without giving effect to the partial paydowns of the Initial Term Loans that occurred subsequent to the Second Amendment Effective Date).

4 Reflects Total Credit Exposure Percentage for each Lender as it exists on the Third Amendment Effective Date, accounting for prior partial paydown of the Initial Term Loans. Actual Total Credit Exposure of any Lender as of any date shall be calculated as of such date as set forth in the definition for such term.

17

46735500v.14

EXHIBIT F-3

Form of Second Delayed Draw Term Loan Note

[Omitted]

ANNEX A

[Omitted]

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Jason Long, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of LandBridge Company LLC (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 12, 2025

/s/ Jason Long

Name: Jason Long

Title: Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Scott L. McNeely, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of LandBridge Company LLC (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 12, 2025

/s/ Scott L. McNeely

Name: Scott L. McNeely

Title: Chief Financial Officer (Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of LandBridge Company LLC (the “Company”), for the period ended September 30, 2025, as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), I, Jason Long, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

• the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
• the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 12, 2025

/s/ Jason Long

Name: Jason Long

Title: Chief Executive Officer (Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of LandBridge Company LLC (the “Company”), for the period ended September 30, 2025, as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), I, Scott L. McNeely, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

• the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
• the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 12, 2025

/s/ Scott L. McNeely

Name: Scott L. McNeely

Title: Chief Financial Officer (Principal Financial Officer)